Reorganisation Proposals

Peel Hldgs PLC
3 August 2001


Peel Holdings p.l.c. (Peel)
Reorganisation proposals

The Board of Peel announces today that it is considering proposals for a
reorganisation of the Peel group of companies that will involve a new company
becoming the holding company of the Peel group.  The reorganisation will be
implemented by a scheme of arrangement under section 425 of the Companies Act
1985 and will be subject to both shareholder and Court approval.

If the reorganisation proceeds it is intended that at the same time an
opportunity will be given to shareholders to realise their investment in Peel
as an alternative to maintaining their investment in the Peel group. 
Shareholders will therefore be offered the choice of taking guaranteed loan
notes, or alternatively, shares in a new holding company.  The reorganisation
will facilitate a structural separation of the group's operations at a later
date and create greater flexibility in both managing and funding the Peel
businesses.  The Board recognises that the lack of marketability of Peel
shares and future changes to the group structure may mean that shareholders
may wish to exchange their shares into a tax efficient realisable instrument.

Background and rationale

Peel is an AIM listed group with diverse interests in a regional shopping
centre, airports, ports, property investment, property development and waste
and minerals. Each of these businesses has different characteristics in terms
of its business risk and funding requirements.  The Board believes the current
structure of the group and its funding structure restricts each of its
businesses from maximising the commercial opportunities available to them. 

Accordingly, if the reorganisation proceeds, the Board intends in the future
to separate the activities of each of these businesses into distinct,
separately managed and funded businesses. 

The Board considers this would have a number of commercial benefits:

- It should provide each operating business with greater flexibility to fund
its current operations and future opportunities in a manner that is more
appropriate to its needs.

- It should allow the management of the operating business to focus on
maximising the value and profitability of their own business and provide more
transparent management accountability.

- It should enable the operating businesses to exploit a wider variety of
potential opportunities and pursue projects particularly in the airports
business that have a higher risk profile than may be acceptable to the type of
shareholders used to investing in listed companies.

The Proposals

For those shareholders who elect to realise their investment in Peel, the
price offered will be based on the adjusted Net Asset Value of the company
after taking into account potential liabilities to capital gains tax any
applicable stamp duty that may be payable and FRS 13 adjustments.  It will
also be based on independent property valuations that were undertaken as at 31
March 2001 by King Sturge, Healey and Baker and Scott Doherty on the whole of
Peel's property interests.

Timetable

The Board expects to make a further announcement upon dispatch of a circular
to Peel's shareholders setting out the details of the reorganisation during
September of this year.  It is expected that the reorganisation will be
completed in the last quarter of the year. 

For further information contact:

Peter Scott - Peel Holdings p.l.c. - 0161 629 8200
Richard Bailey - N M Rothschild & Sons Limited - 0161 827 3800