Final Results

Peel Hldgs PLC
29 June 2001


                                PRESS RELEASE

The preliminary announcement of the audited results of peel Holdings p.l.c.
for the year ended 31st March 2001 was made today 29th June 2001.

              Pre-     Except-   Total        Pre-  Except-    Total   Increase/
       exceptional      ional    2001  exceptional   ional      2000  (decrease)
              item      item                  item    item                 from
              2001      2001                  2000    2000            last year
             £'000     £'000     £'000       £'000   £'000     £'000      £'000
     

Turnover    140,817      -     140,817     138,031        -   138,031     2,786


Profit/      38,508   (4,603)   33,905      22,770  (60,688)  (37,918)    71,823
(loss) on
ordinary
activities
before
taxation


Tax on       1,991         -      1,991     (2,399)       -    (2,399)     4,390
profit/
(loss) on
ordinary
activities

Minority       191     1,105      1,296       (294)       -      (294)     1,590
interests


Profit/     40,690    (3,498)    37,192     20,077   (60,688) (40,611)    77,803
(loss) for
the
financial
year



Basic       60.81p    (5.34)p   55.47p    24.29p    (78.82)p  (54.53)p  110.00p
earnings/                                                             
(loss) per
ordinary
share



Diluted      57.63p   (4.96)p   52.67p    23.52p   (71.17)p  (47.65)p   100.32p
earnings/                                                           
(loss) per
ordinary
share



Ordinary                         15.0p                         11.5p      3.5p
dividend

                                                    2001       2000  Increase/
                                                   £'000      £'000 (decrease)
                                                                          from
                                                                     last year
                                                                         £'000

Shareholders' funds                              758,192    821,377   (63,185)


Net assets                                       760,383    824,869   (64,486)


Fully diluted net assets per ordinary share       1,128p       988p       140p


APPENDED ARE:

(1) The preliminary Announcement of the results to the London Stock Exchange.

(2) Extracts from the Chairman's Statement and the Operating and Financial
Review.



               Peel Holdings p.l.c. and subsidiary undertakings

               Preliminary announcement of the audited results

                      for the year ended 31st March 2001

Group profit and Loss Account for the year ended 31st March 2001

               Pre-      Excep-                Pre-       Excep-
               excep-    tional                excep-     tional
               tional    item         Total    tional     item         Total
        Note   item      (note 1a)    2001     item       (note 1b)    2000
               2001      2001                  2000       2000
               £000      £000         £000     £000       £000         £000


Turnover       140,817      -        140,817   138,031        -         138,031

Operating       85,894   (4,603)      81,291    86,895        -          86,895
profit/
(loss)
Profit on
disposal of     22,514      -         22,514     1,646        -           1,646
fixed assets

Profit/(loss)  108,408   (4,603)     103,805    88,541        -          88,541
on ordinary
activities
before
interest and
taxation

Net           (69,900)      -        (69,900)  (65,771)   (60,688)     (126,459)
interest
payable

Profit/        38,508     (4,603)     33,905    22,770    (60,688)      (37,918)
(loss) on
ordinary
activities
before
taxation

Tax on          1,991        -          1,991   (2,399)       -          (2,399)
profit/
(loss) on
ordinary
activities

Profit/        40,499      (4,603)     35,896   20,371    (60,688)      (40,317)
(loss) on
ordinary
activities
after
taxation

Minority          191       1,105       1,296     (294)       -            (294)
interests

Profit/        40,690      (3,498)     37,192   20,077    (60,688)      (40,611)
(loss) for
the financial
year

Dividends   2  (9,249)        -        (9,249) (10,047)       -         (10,047)

Retained       31,441      (3,498)     27,943   10,030    (60,688)      (50,658)
profit/
(absorbed
loss) for
the financial
year

Basic       3   60.81p     (5.34)p     55.47p   24.29p  (78.82)p        (54.53)p
earnings/                                                                       
(loss) per
ordinary
share

Diluted     3   57.63p     (4.96)p     52.67p   23.52p  (71.17)p        (47.65)p
earnings/                                                                       
(loss) per
ordinary
share


Group Balance Sheet as at 31st March 2001
                                 
                                                 Note           2001       2000
                                                               £'000      £'000
Fixed assets

Tangible assets
Investment properties                                      1,567,299   1,566,189
Other fixed assets                                            79,789      74,150
Investments                                                    2,007       2,125

                                                           1,649,095   1,642,464

Current assets
Stocks                                                        10,903       9,880
Debtors                                                       39,320      25,046
Cash at bank and in hand                                     173,899     276,607

                                                             224,122     311,533


Creditors (amounts falling due within one year)             (107,747)  (238,615)

Net current assets                                            116,375    72,918

Total assets less current liabilities                       1,765,470 1,715,382
Creditors (amounts falling due after more than one           (993,735) (880,480)
year)
Provisions and deferred income                                (11,352)  (10,033)
                                                             
Net assets                                                    760,383   824,869

Financed by:
Consolidated capital and reserves                             818,520   881,705
Shares held by Largs Limited in Peel Holdings p.l.c.          (60,328)  (60,328)

Shareholders' funds                                           758,192   821,377
Equity minority interests                                       2,191     3,492

                                                              760,383   824,869

Fully diluted net assets per ordinary share               4    1,128p      988p


Group Cash Flow Statement for the year ended 31st March 2001
                                                        Note  2001        2000
                                                              £'000      £'000

Cash flow from operating activities (pre-exceptional     5(a)   74,811   72,531
item)
Returns on investments and servicing of finance          5(b) (67,342)  (71,340)
(pre-exceptional item)
Exceptional abortive costs                               1(a)  (1,000)        -
Exceptional interest charges                             1(b)  (6,481)  (43,457)
Taxation                                                       (4,281)     (523)
Capital expenditure and financial investment             5(c)   21,623  (20,236)
Equity dividends                                               (7,786)   (7,709)

Cash flow before use of liquid resources and financing           9,544  (70,734)
Management of liquid resources                                 188,459 (246,270)
Financing                                                5(d) (113,632)  284,243

Increase/(decrease) in cash in the year                         84,371  (32,761)


Reconciliation of Cash Flow to movement in Net Debt

                                                              2001         2000
                                                             £'000        £'000

Movement in cash in the year                                84,371     (32,761)
Cash movement from management of liquid resources        (188,459)      246,270
Net movement in debt due within one year                    10,238     (10,177)
Net movement in debt due after more than one year          (8,981)    (290,977)
Translation and other non-cash adjustments                   1,001        (270)

Change in net debt in the year                           (101,830)     (87,915)
Net debt at 1st April 2000/1st April 1999                (743,180)    (655,265)

Net debt at 31st March 2001/31st March 2000              (845,010)    (743,180)


Statement of Total Recognised Group Gains
and Losses for the year ended 31st March 2001

                                                                 2001    2000
                                                                £'000   £'000

Profit/(loss) for the financial year                           37,192  (40,611)

Other recognised gains and losses
Unrealised net surplus on revaluation of investment            15,474    52,312
properties
Foreign exchange adjustments                                    5,375       462

                                                               20,849    52,774

Total recognised net gains and losses for the financial year   58,041    12,163


Reconciliation of Movements in Group
Shareholders' Funds for the year ended 31st March 2001

                                                               2001       2000
                                                              £'000      £'000

Profit/(loss) for the financial year                           37,192  (40,611)
Dividends                                                     (9,249)  (10,047)
Other recognised gains and losses for the financial year       20,849    52,774
Issue of shares                                                    32        26
Purchase of own shares                                      (112,009)  (20,578)

Net decrease in shareholders' funds                          (63,185)  (18,436)
Shareholders' funds at 1st April 2000/1st April 1999          821,377   839,813

Shareholders' funds at 31st March 2001/31st March 2000        758,192   821,377


Notes

1. Exceptional Items

(a) The exceptional item of £4,603,000 in the year ended 31st March 2001
represents expenditure on an aborted scheme at Liverpool Airport.
                                                                        £'000

Incurred in prior years                                                   3,245
Paid during the year                                                      1,000

Reclassified from other fixed assets                                      4,245
Accrued costs                                                               358

                                                                          4,603


(b) The exceptional item of £60,688,000 in the year ended 31st March 2000
represented the costs incurred refinancing The Trafford Centre.
                                                                          £'000

Prepayment premia                                                        27,336
Break Costs                                                              33,352

                                                                         60,688


The prepayment premia included deferred payments of £17,231,000 of which 
£6,481,000 was paid in the year ended 31st March 2001.

2. Dividends
                                                            2001           2000
                                                           £'000          £'000

Preference                                                    -               23
Convertible preference                                      810            1,351
Ordinary                                                  8,339            8,673
B shares                                                    100                -

                                                          9,249           10,047


An interim dividend of 4.8p (2000: 3.7p) per ordinary share was paid on 6th
April 2001. The directors propose an increased final ordinary dividend of
10.2p (2000: 7.8p) per ordinary share which, if approved at the Annual General
Meeting, will be paid on 1st October 2001 to ordinary shareholders on the
register at the close of business on 7th September 2001. This would make a
total distribution for the year of 15.0p (2000: 11.5p) per ordinary share.

The tender offer buyback contract provided for a dividend of £100,000 to be
paid to Credit Lyonnais Securities as holder of the B shares.

3. Earnings/(loss) per Ordinary Share

The calculation of earnings/(loss) per ordinary share is based on a profit
after tax and minority interests of £36,382,000 (2000: £41,985,000 loss) and
on 65,585,672 ordinary shares (2000: 77,000,262) being the weighted average
number of ordinary shares in issue during the year ended 31st March 2001. The
weighted average number of ordinary shares used in the calculation of diluted
earnings/(loss) per ordinary share is 70,607,778 ordinary shares (2000:
85,278,338). This has been adjusted for the effect of potentially dilutive
share options under the Group's share option scheme and the conversion of all
the 5.25% convertible cumulative non-voting preference shares of £1 each.

An adjusted earnings per share figure has been calculated in addition to the
earnings per share required by FRS 14 and is based on earnings excluding the
effect of the exceptional items detailed in note 1. It has been calculated to
allow shareholders to gain a clearer understanding of the performance of the
Group. Details of the adjusted earnings per share are set out below:

                                                 Basic  Diluted Basic   Diluted
                                                 2001   2001    2000    2000
                                                 p      p       p       p

Basic earnings/(loss) per ordinary share (FRS    55.47   52.67 (54.53) (47.65)
14)
Add back effect of exceptional items (note 1)     5.34    4.96   78.82   71.17

Adjusted earnings per ordinary share             60.81   57.63   24.29   23.52


4. Fully Diluted Net Assets per Ordinary Share

Fully diluted net assets per ordinary share are calculated as follows:

                                                           2001           2000  
                                                         Number         Number

Ordinary shares in issue at 31st March 2001
/31st March 2000                                      98,959,021   111,612,177
Shares held by Largs Limited in Peel Holdings p.l.c. (36,785,416)  (36,785,416)

                                                      62,173,605    74,826,761
Assumed conversion of 13,913,657 
(2000: 22,987,830) 5.25% (plus tax credit) 
convertible cumulative non-voting preference shares
of £1 each                                             4,969,123     8,209,874
Outstanding options for ordinary shares                   55,000        77,000

Number of ordinary shares deemed to be in issue 
at 31st March 2001/31st March 2000                    67,197,728    83,113,635




                                                               2001       2000
                                                              £'000      £'000

Shareholders' funds per Group balance sheet                  758,192    821,377
Assumed cash receipts on exercise of share options                69        101

Adjusted ordinary shareholders' funds                        758,261    821,478

Fully diluted net assets per ordinary share                   1,128p       988p


5. Notes to the Cash Flow Statement
                                                                 2001     2000
                                                                £'000    £'000

(a)Cash flow from operating activities (pre-exceptional item)
Operating profit                                                85,894   86,895
Non-cash adjustments:
depreciation                                                     4,447    3,571
amortisation                                                       648        -
share of losses of associated undertakings                           -        1
movement on other investments                                       52    (142)
grant release                                                    (336)    (365)
stock write-down                                                 2,766        -
Movement in stocks                                             (3,784)    4,920
Movement in debtors                                            (3,103)    4,371
Movement in creditors                                         (11,773) (26,720)

                                                                74,811   72,531

(b)Returns on investments and servicing of finance
(pre-exceptional item)
Interest received                                               11,508    4,541
Interest paid (including capitalised)                         (77,484)  (74,004)
Finance lease interest paid                                      (392)     (297)
Non-equity dividends paid                                        (974)   (1,580)

                                                              (67,342)  (71,340)

(c)Capital expenditure and financial investment
Purchase of fixed assets                                      (48,214)  (44,976)
Sale proceeds from fixed assets                                 69,833   24,737
Loans repaid by associated undertakings                              4        3

                                                                21,623  (20,236)

(d)Financing
Shares issued                                                       32       26
Purchase of own shares                                        (112,009) (20,578)
New loans                                                            -  610,000
Cost of issuing new loans                                            -  (18,105)
Repayment of loans                                                   - (340,000)
Other movement in loans                                        (1,567)   49,276
Movement in finance lease creditor                               (338)     (17)
Grants received                                                    250    3,641

                                                              (113,632)  284,243


6. The board of directors approved the above results on 29th June 2001. The
auditors have given an unqualified opinion on the financial statements for the
year ended 31st March 2001 which will be delivered to the Registrar of
Companies following the Annual General Meeting.

7. The preliminary results do not comprise full financial statements within
the meaning of the Companies Act 1985. They include abridged information from
the published Group accounts for the year ended 31st March 2000, lodged with
the Registrar of Companies and on which the auditors' report was unqualified.

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