Acquisition

TBI PLC
28 February 2001


              NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES,

                          CANADA, JAPAN OR AUSTRALIA



                                   TBI plc

 Proposed Acquisition of up to a further 65 per cent. of London Luton Airport
      Group Limited ('LLAG') for a consideration of up to £82.0 million

TBI plc ('TBI'), one of the leading UK regional airport operators, is pleased
to announce the proposed acquisition of up to a further 65 per cent. of London
Luton Airport Group Limited from Barclays Industrial Investments Limited,
Clink Street Nominees Limited and the Barclays UK Infrastructure Fund.


  * The proposed Acquisition of a further interest in LLAG will result in
    TBI holding between 71.4 per cent. and 90.0 per cent. of LLAG.

  * Bechtel, an existing 10 per cent. shareholder in LLAG, has pre-emption
    rights which, if exercised in full, would result in Bechtel having a
    resultant shareholding in LLAG of 28.6 per cent.

  * The Acquisition will result in TBI having operational and management
    control of LLAG.

  * Consideration for the Acquisition will be between £58.6 million and £
    82.0 million (of which between £8.3 million and £11.7 million will be used
    to purchase LLAG Loan Notes) to be satisfied from the proceeds of a fully
    underwritten Vendor Placing and new bank debt facilities.

  * London Luton Airport, which is currently the seventh largest airport in
    the UK serving 5.5 million passengers in the year ended 31 March 2000, is
    well placed to benefit from capacity constraints at other major airports
    serving the South East region of the UK.

  * The Acquisition, which is in line with TBI's strategy of realising the
    potential of its existing airport assets and to acquire airports and
    airport-related assets when opportunities arise, will confirm TBI as one
    of the leading UK regional airports operators.

  * TBI has continued to perform well in the second half of the financial
    year, predominantly due to continuing good results from Belfast
    International and Cardiff International and an improved contribution from
    Orlando Sandford International. The contribution from the airport services
    business has been disappointing because of the continuing competitive
    nature of the airport services market.

  * The directors of TBI therefore forecast that, in the absence of
    unforeseen circumstances and on the bases and principal assumptions set
    out in the full text of this announcement, that profit before tax,
    exceptional items and goodwill amortisation for the year ending 31 March
    2001 will be between £17.8 million and £18.8 million.

  * The Acquisition is conditional, inter alia, on the approval of
    Shareholders to be sought at an Extraordinary General Meeting to be held
    on 19 March 2001.

 Commenting on the Acquisition, Keith Brooks, Chief Executive of TBI plc said:

'I am delighted to announce the acquisition of a further shareholding in LLAG
which will enable TBI to have operational and management control of London
Luton Airport. TBI already has a detailed knowledge of London Luton Airport
and we look forward to being able to further the growth of the business, in
conjunction with the airport's customers and suppliers'



Enquiries:
TBI plc
Keith Brooks (Chief Executive)                                    020 7408 7300
Caroline Price (Finance Director)

Credit Lyonnais Securities - Financial Adviser and Sponsor
Simon Bennett (Director)                                          020 7588 4000
David Hart (Director)

Hoare Govett Limited - Stockbroker
Will Coleman (Director)                                           020 7678 8000

Buchanan Communications
Charles Ryland (Director)                                         020 7466 5000

This press release is not an offer for sale of securities in or into the
United States, Canada, Japan or Australia or in any other jurisdiction. Any
securities issued may not be offered or sold in or into the United States
absent registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended.

Credit Lyonnais Securities and Hoare Govett Limited, which are regulated in
the United Kingdom by The Securities and Futures Authority Limited, are acting
respectively as financial adviser and stockbroker to TBI in relation to the
Acquisition referred to in this announcement, and are not advising any other
person and, accordingly, will not be responsible to any other person other
than TBI for providing the protections afforded to the customers of Credit
Lyonnais Securities or Hoare Govett Limited nor for providing advice in
relation to the Acquisition and arrangements described in this announcement.







              NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES,

                          CANADA, JAPAN OR AUSTRALIA





                                   TBI plc

 Proposed Acquisition of up to a further 65 per cent. of London Luton Airport
      Group Limited ('LLAG') for a consideration of up to £82.0 million

Introduction

TBI is pleased to announce that it has agreed to acquire up to an additional
65 per cent. of London Luton Airport Group Limited and associated LLAG
Redeemable Shares and LLAG Loan Notes from the Vendor Shareholders. Assuming
the entire Vendors' Interest is purchased, the consideration for this
Acquisition will be £82.0  million, of which approximately £11.7 million will
be used to purchase LLAG Loan Notes held by the Vendor Shareholders. After
completion of the Acquisition, TBI will own up to 90 per cent. of LLAG
Ordinary Shares and LLAG Redeemable Shares and up to approximately £16.2
million of LLAG Loan Notes. LLAG is the holding company of London Luton
Airport Operations Limited, the company which was granted a concession by the
Council of the Borough of Luton to operate and manage London Luton Airport.

Certain pre-emption rights contained in the articles of association of LLAG
give Bechtel the right to acquire up to an additional 18.6 per cent. of LLAG
(such that its resulting stake in LLAG would be approximately 28.6 per cent.).
Assuming Bechtel exercises its right in full, this would result in TBI
acquiring an additional 46.4 per cent. of LLAG (such that TBI's resulting
interest in LLAG would be approximately 71.4 per cent.) and the consideration
payable by TBI would be approximately £58.6  million, of which approximately £
8.3 million would be used to purchase TBI's pro rata entitlement to LLAG Loan
Notes held by the Vendor Shareholders. Bechtel is entitled to exercise its
pre-emption rights for any number of LLAG Shares and LLAG Loan Notes up to its
maximum pro rata entitlement. Any LLAG Shares and LLAG Loan Notes not so
acquired by Bechtel will be acquired by TBI. Whether or not Bechtel takes up
its full entitlement to LLAG Shares and LLAG Loan Notes, TBI will have
operational and management control of LLAG.

The directors of TBI propose to finance the Acquisition by the issue of
50,800,000 New TBI Shares pursuant to the Vendor Placing and new bank debt
facilities. The New TBI Shares to be issued pursuant to the Vendor Placing
represent 9.998 per cent. of TBI's existing issued ordinary share capital. The
Vendor Placing, which has been fully underwritten by Hoare Govett, will raise
approximately £31.7 million, net of expenses. The remaining amount required to
finance the Acquisition (being up to £50.3 million) will be financed from the
new bank facilities.

Due to the size of the transaction, the Acquisition is conditional on, inter
alia, the approval of Shareholders in general meeting. The Vendor Placing is
conditional on, inter alia, completion of the Acquisition. Shareholder
approval will be sought at an Extraordinary General Meeting, to be held at
10.00 a.m. on 19 March 2001 at the offices of Norton Rose, Kempson House,
Camomile Street, London EC3A 7AN.

Background to, and reasons for, the Acquisition

There are two components to TBI's strategy. The first is to continue to
realise the potential of its existing airport assets. The second is to seek to
acquire airports and airport-related

businesses as and when opportunities arise at a price that the Directors
believe is in Shareholders' interests. A key part of this acquisition strategy
is to acquire airports where TBI has the opportunity to capitalise on its
management expertise in running airports by obtaining an interest which
enables the TBI Group to exercise operational control.

TBI acquired its first airport in 1995 when it acquired Cardiff International.
In each of the years that followed, TBI acquired Belfast International (1996),
Orlando Sanford International (1997) and Stockholm Skavsta Airport (1998).
This process was continued with the acquisition of AGIH in September 1999
which provided TBI with an internationally recognised profile, presence and
capability in the airports industry.

A key trend in the development of airport businesses generally is the historic
and projected substantial growth in the global air transport market. In the
last five years, global passenger numbers have grown from 2.6 billion to 3.2
billion (source: Boeing Current Market Outlook 2000), being a compound annual
growth rate of 4.2 per cent.. The market in Europe, in particular, is one
where substantial further growth is expected. This is not only due to the
projected increase in intercontinental flights, but also due to an increase in
intra-Europe flights. Whilst in the US, 85 per cent. of passengers travel on
internal flights (source: US Department of Transport), in Europe, intra-Europe
passengers account for only 29 per cent. of all European passengers (source:
IATA). IATA estimates that the number of international scheduled passengers
travelling between countries in Europe will grow from 176 million in 1999 to
215 million in 2003, representing a compound annual average increase of 5.2
per cent.. In the UK, the CAA estimated that since 1994, the total number of
passengers using UK airports had increased from 122 million to 168 million in
1999, representing a compound annual increase of approximately 6.6 per cent..
The recent emergence of the low-cost carriers, such as easyJet, Ryanair, Go,
Virgin Express and Buzz will, in the Directors' belief, continue to be a
factor in the growth in air passenger traffic. Forecasts from DETR (source:
DETR Air Traffic Forecasts 2000) estimate that by 2020, air passenger traffic
to and from UK airports will have increased to 400 million passengers per
annum.

A potential constraint to this growth within the UK is the finite capacity at
the major airports. As a result, regional airports are benefiting from
increasing passenger numbers. These capacity constraints are particularly
prevalent in the South East region of the UK. According to the CAA, of the 168
million passengers in the UK in 1999, Heathrow, Gatwick and Stansted airports
together accounted for 60 per cent. of passenger numbers, or approximately 101
million passengers (source: CAA: CAP 706). However, it is forecast that
Heathrow (including its proposed fifth terminal) will have a capacity of
approximately 80 million whilst Gatwick's capacity is restricted to 40
million (source: BAA Public Enquiry Report). In 1999, 62 million passengers
used Heathrow whilst 30 million passengers used Gatwick. On the basis of
predicted growth in passenger numbers, research from DETR and BAA indicates
that capacity at these airports will be reached as early as 2005. It is
therefore likely that there is and will be a requirement for other airports to
serve the projected increase in passenger demand. The Directors believe that
London Luton Airport, because of its proximity to London and with its
excellent road and rail links to the airport, is well placed to benefit from
capacity constraints at the other major airports serving the South East region
of the UK.

TBI's experience at Belfast International and Cardiff International leads the
Directors to believe that TBI can use its considerable management, operational
and technical expertise to improve the efficiency and profitability of London
Luton Airport. Through the Group's ability to encourage airlines to expand
operations at its airports, TBI has been able to consistently increase
passenger numbers at both Cardiff International and Belfast International.
Since acquisition by TBI, passenger numbers at Cardiff International and
Belfast International have grown at a compound annual average increase of 4.4
per cent. and 6.9 per cent. respectively. TBI's ability to manage these
airports effectively has also resulted in improvements in operating margins to
levels that are now higher than those at both Heathrow and Gatwick.

                                                       Operating Margins
                                                    1997       1998       1999

Belfast International                                39%        45%        48%
Cardiff International                                36%        40%        42%
Heathrow                                             43%        39%        40%
Gatwick                                              33%        34%        36%
Bristol                                              19%        n/a        34%
Birmingham                                           27%        30%        34%
Newcastle                                            26%        29%        34%
London Luton Airport                                 18%        23%        18%
(Source: CRI: UK Airport 1999)

The Directors believe that the Group can use its expertise at London Luton
Airport where TBI already has a detailed knowledge of the Luton business. The
Group became a 25 per cent. shareholder in LLAG when TBI acquired AGIH in
September 1999, has a representative on the LLAG board of directors and, until
November 2000, had an employee seconded to Luton as an executive director of
LLAO. However, despite its presence on the LLAG board, because of its position
as a minority shareholder, TBI has, to date, had limited operational control
over LLAG.

The acquisition of LLAG will confirm TBI as a leading UK regional airports
operator. The Directors believe that TBI can use the Enlarged Group's
increased importance in the UK regional airports market to benefit its
relationships with its customers and suppliers.

Summary of the terms of the Acquisition

Under the terms of the Acquisition Agreement, TBI's subsidiary, TBI Airport
Holdings Limited, has agreed to purchase up to 65,000 LLAG Ordinary Shares, up
to 3,363,100 LLAG Redeemable Shares and up to £11,668,800 in principal amount
of LLAG Loan Notes for a total consideration of up to £82.0 million. There are
no warranties being given by the Vendor Shareholders in the Acquisition
Agreement other than as to title to the LLAG Ordinary Shares, LLAG Redeemable
Shares and LLAG Loan Notes being sold.

The transfer of LLAG Ordinary Shares will be accompanied by a proportionate
transfer of LLAG Redeemable Shares and LLAG Loan Notes. In addition, under the
terms of the pre-emption provisions in LLAG's articles of association, on a
transfer of LLAG Shares by the Vendor Shareholders, Bechtel is entitled to
purchase up to 18.6 per cent. of these LLAG Shares and a proportionate amount
of the LLAG Loan Notes held by the Vendor Shareholders. Should Bechtel
exercise its pre-emption rights, (notification of such exercise to be given by
19 March 2001), the number of LLAG Shares and LLAG Loan Notes to be purchased
by TBI Airport shall be reduced accordingly.

Should TBI Airport dispose of or acquire LLAG Shares or LLAG Loan Notes within
12 months of completion of the Acquisition for consideration in excess of that
to be paid to the Vendor Shareholders then additional consideration of 50 per
cent. of the difference shall be payable to the Vendor Shareholders.

The Acquisition Agreement is conditional on Shareholders approving the
Acquisition and the Facility Agreement and the Placing Agreement becoming
unconditional in accordance with their terms. In the event that the
Acquisition Agreement has not become unconditional by 31 March 2001, it will
terminate. Should the Acquisition Agreement not be completed as a consequence
of the Placing Agreement or the Facility Agreement being terminated because of
a breach of warranty or an event solely related to TBI or any of its
associated companies (other than LLAG or LLAO) then the Vendor Shareholders
will be entitled to a payment of £1.5 million by way of liquidated damages.

The Constitutional Documents of LLAG

The Shareholders' Agreement (which will continue to apply between TBI Airport
and Bechtel) sets out, inter alia, provisions whereby certain matters
concerning LLAG or LLAO require the consent of the shareholders of LLAG before
those matters may be implemented. In addition, the Shareholders' Agreement and
the articles of association of LLAG contain restrictions on the transfer of
LLAG Shares and LLAG Loan Notes without the consent of the other shareholders
of LLAG and subject to certain pre-emption procedures set out in the LLAG
articles of association.

Information on London Luton Airport

London Luton Airport is located approximately 30 miles from Central London and
is one of the five principal commercial airports serving London and the South
East of England. London Luton Airport serves a catchment area of 13.2 million
people within 50 miles of the airport and according to CAA statistics is
presently the seventh largest airport in the United Kingdom with 5.5 million
passengers during the year to 31 March 2000.

History and background

London Luton Airport was officially opened in July 1938 with the intention
that it be the designated northern terminal for London. Subsequently, the
airport grew in conjunction with the growth in 'package holidays' abroad, such
that by 1969, a fifth of all holiday flights from the UK departed from London
Luton Airport.

A Government White Paper published in 1978 recognised London Luton Airport as
an integral part of the London airports system and investment was made at the
airport to develop an international terminal and to expand capacity to five
million passengers per annum.

The passing of the Airports Act in 1986, which required local authority owners
of airports to establish their airports as companies with a separate board to
manage the business, was another key event in the development of London Luton
Airport. In 1987, LBC formed a limited company, LLA (with LBC as the sole
shareholder), to manage London Luton Airport. A management team was also put
in place to operate the business. Under this new structure, significant
investment was made to enhance London Luton Airport. Between 1992 and 1996, £
30 million was invested in the airport infrastructure which resulted in a
considerable upgrading of facilities, including a new air traffic control
tower, a new cargo centre and the extension and refurbishment of the passenger
terminal. This investment proved successful, as London Luton Airport was able
to attract the new low-fare scheduled carriers and enhance its charter flight
operations. By 1998/9, passenger numbers had increased to 4.4 million per
annum and, according to CAA statistics, London Luton Airport was one of the
UK's fastest growing major airports.

In order to capitalise on the airport's potential for further expansion,
additional financial investment was required. However, LLA's owner, LBC, was
constrained in its ability to finance these developments and so investigated
the options available to it to source additional funding. This resulted in the
signing of a unique private-public partnership in August 1998 by way of the
Concession Agreement. Under this agreement (further details of which are set
out below) London Luton Airport remains publicly owned by LBC but is operated,
managed and developed under the terms of the Concession Agreement for a period
of 30 years, subject to a right of termination by LLA after 16 years from the
date of signing of the Concession Agreement.

Since August 1998, over £80 million has been spent on further developing
London Luton Airport. The principal feature of this development was a £40
million investment in a new terminal building with 60 check-in desks. Other
infrastructure, such as taxiways, aircraft stands and internal road systems,
was also included as part of this development. Currently, London Luton
Airport's major customer, easyJet, with approximately 59 per cent. of the
traffic volume for the year ended 31 March 2000, uses only one third of the
available desks. Existing capacity is available at the airport to accommodate
further growth.

LLAG Group's existing business

LLAG Group's business is split into traffic operations, commercial income and
other operations.

Traffic operations

Traffic operations comprise scheduled and charter flights, cargo activities
and general aviation activities. This represented approximately 45 per cent.
of total revenues for the year ended 31 March 2000. 27,900 flights departed
from London Luton Airport in the year ended 31  March 2000 serving 60
destinations, with the most popular destinations being Edinburgh, Glasgow,
Nice and Barcelona.

The principal destinations served from London Luton Airport in the year ended
31 March 2000 were:
Destination Operator       Number of       Destination Operator       Number of
                      passengers for                             passengers for
                      the year ended                             the year ended
                      31  March 2000                             31  March 2000

Edinburgh   easyJet          383,129       Zurich      easyJet          219,654
Glasgow     easyJet          360,129       Athens      easyJet          176,315
Nice        easyJet          330,135       Aberdeen    easyJet          167,777
Barcelona   easyJet          317,952       Madrid      easyJet          146,965
Belfast     easyJet          288,541       Alicante    Monarch          141,245
                                                       Crown
                                                       Various
                                                       charter
                                                       operators
Amsterdam   easyJet          279,145       Tenerife    Monarch          130,279
                                                       Crown
                                                       Various
                                                       charter
                                                       operators
Geneva      easyJet          254,692       Paphos      Various          118,985
                                                       charter
                                                       operators
Dublin      Ryanair          251,708       Liverpool   easyJet           98,001
Palma       easyJet          251,487       Inverness   easyJet           96,524

            Various
            charter
            operators
Malaga      easyJet          224,268       Mahon       Monarch           95,615
                                                       Crown
            Monarch                                    Various
            Crown                                      charter
                                                       operators
            Various
            charter
            operators

Source: (CAA:CAP706)


            *     In the above table, the number of passengers is based on the
            total of both departing and arriving passengers, in accordance
            with normal industry practice.

CAA statistics demonstrate that over the last ten years, London Luton Airport
has been transformed from being principally an airport servicing the seasonal
charter market to one which now serves an increasing number of scheduled
services. In 1992, of the 1.9 million passengers per annum that used London
Luton Airport, 77 per cent. were charter passengers. However, by the year
ended 31 March 2000, of the 5.5 million passengers per annum that used the
airport, 75 per cent. were flying on scheduled services.

This type of scheduled service has a low seasonal variation offering year
round operations to a variety of UK and European destinations and ensures that
the use of the airport terminal is spread throughout the year. In addition, as
London Luton Airport's scheduled services are principally carried out by the
low-cost carriers, whose aircraft typically spend only two fifths of the time
at the airport compared with the traditional flag carrier or charter flight,
the airport infrastructure is more efficiently used leading to an ability to
handle increased passenger numbers.

Notwithstanding the growth of the scheduled passenger services, there remains
a core group of chartered operators that operate at London Luton Airport. The
principal customers are Britannia Airways, Monarch Airlines, Airtours
International, and JMC. TBI already has existing relationships with each of
these operators through its other airports and the Directors are hopeful of
being able to further develop these operators' activities at London Luton
Airport.

Principal charter operators
Charter Operator    Number of passengers for the   Number of passengers for the
                                      year ended                     year ended
                                   31 March 1999                  31 March 2000

Britannia Airways                        674,166                        620,718
Monarch Airlines                         305,204                        280,664
Airtours                                 186,064                        236,053
International
JMC and others**                         209,251                        209,729

(Source: LLAO Airport Management Reports)


            *     In the above table, the number of passengers is based on the
            total of both departing and arriving passengers, in accordance
            with normal industry practice.

            **     JMC was formed from the amalgamation of the following:
            Caledonian, Flying Colours, Airworld and Peach.

In total, the traffic income earned per passenger in each of the last four
years is set out in the table below:
                                          1997     1998        1999        2000

Traffic income                            £19m     £21m        £25m        £23m
Number of passengers                      2.6m     3.4m        4.4m        5.5m
Traffic income per passenger             £7.31    £6.17       £5.68       £4.18

(Source: CRI)


            *     In the above table, the number of passengers is based on the
            total of both departing and arriving passengers, in accordance
            with normal industry practice.

London Luton Airport is also an important UK cargo gateway, particularly given
its proximity to London. The 2,323 square metre cargo centre, with its own
cargo apron, has been designed to facilitate London Luton Airport's ability to
receive, handle, clear and despatch cargo quickly and efficiently. In the year
ended 31 March 2000, 32,252 tonnes of freight were handled, an increase of six
per cent. on the year ended 31 March 1999. A key element in the success of
London Luton Airport's cargo operations is that cargo activities do not
interfere with passenger traffic. Most cargo activities take place at night
between 22.00 and 05.00 hours whereas the bulk of passenger traffic is handled
between 06.00 and 22.00 hours.

Commercial income

Commercial income is an increasingly important source of revenue for airport
operators. Revenue derived from commercial activities represented
approximately 45 per cent. of total revenues for the year ended 31 March 2000.
This includes income derived from car park charges and various commercial
concessions at the airport including retailing, car hire, and in-flight and
terminal building catering. Commercial income earned per passenger for the
last four years is set out in the table below:
                                            1997    1998       1999       2000

Commercial income                           £13m    £16m       £23m       £23m
Number of passengers                        2.6m    3.4m       4.4m       5.5m
Commercial income per passenger            £5.00   £4.71      £5.23      £4.18

(Source: CRI: UK Airport)


            *     In the above table, the number of passengers is based on the
            total of both departing and arriving passengers, in accordance
            with normal industry practice.

The reduction in commercial income per passenger in the year ended 31  March
2000 was mainly as a result of the loss of duty free sales from July 1999
onwards.

Other operations

Other operations include: (i) the rental income from tenants; (ii) the sale of
services to tenants and customers; (iii) ground handling sub-concession
income; and (iv) fuel levies.

Large customers

London Luton Airport has a number of large customers including easyJet,
Britannia Airways, Monarch Airlines, Airtours International and JMC.

easyJet

easyJet commenced flying from London Luton Airport in November 1995 and is now
the largest single operator at London Luton Airport. According to CAA
statistics, for the year ended 31 March 2000, approximately 3.2 million
easyJet passengers used London Luton Airport to travel to the 15 destinations
served by easyJet from this airport.

As has been publicly reported, London Luton Airport and easyJet have been in
discussions relating to the charges being paid by easyJet. Under the terms of
the original 1995 five-year contract between easyJet and London Luton Airport,
easyJet had most recently paid £1 per departing domestic passenger and £1.93
per departing international passenger. In addition, easyJet paid a baggage
handling charge of £0.50 per departing passenger.

This charging structure was designed to allow easyJet to commence operations
and become an established airline. The original contract with easyJet ended on
1 February 2001 and as from 2  February 2001, easyJet has been charged at a
flat rate of £5.50 per departing passenger plus a baggage handling charge of £
0.50 per departing passenger, which will be the case until the earlier of a
new agreement being reached or 1 August 2001. If no agreement is reached by 1
August 2001, easyJet may be charged the standard tariff to be introduced for
all airlines from 1 May 2001 which is at a higher rate than £5.50 per
departing passenger.

Britannia Airways

Britannia Airways is the world's largest charter airline and Britain's second
largest airline. The airline first started operations in 1962 from London
Luton Airport and is based at London Luton Airport. In the year ended 31 March
2000, Britannia Airways accounted for over 620,000 passengers at London Luton
Airport.

Monarch Airlines

Monarch Airlines, which is also based at London Luton Airport, is one of the
four largest charter airlines in the UK and the principal provider of charter
seats to the small and medium-sized tour operators. As well as a successful
charter airline, Monarch Airlines operates its range of crown service
scheduled services from London Luton Airport. In the year ended 31  March
2000, Monarch Airlines accounted for over 280,000 passengers at London Luton
Airport.

Airtours International

Airtours International has operated at London Luton Airport since 1998. In the
year ended 31 March 2000, Airtours International accounted for over 235,000
passengers at London Luton Airport.

JMC

JMC, the airline operations of Thomas Cook, has operated at London Luton
Airport since May 1999.

Financial summary

In the year to 31 March 2000, the LLAG Group generated turnover of
approximately £50.9 million and operating profit of approximately £2.9
million.

The net assets of the LLAG Group as at 31 March 2000 were £5.7 million.

The key to the financial strength of the business is the increase in passenger
numbers which have increased from 1.9 million in the year to 31 March 1996 to
5.5 million in the year to 31 March 2000, representing a compound annual
increase of approximately 30 per cent..
Terminal passenger numbers for each financial year 1996 1997  1998   1999 2000
('000s)
                                                  1,882 2,623 3,389 4,385 5,447


            *     In the above table, the number of passengers is based on the
            total of both departing and arriving passengers, in accordance
            with normal industry practice.

The Concession Agreement

Under the Concession Agreement, LLA granted LLAO (a wholly-owned subsidiary of
LLAG) the right to operate, manage and develop London Luton Airport for a
period of 30 years. LLA is entitled to terminate the Concession Agreement
after 16 years from the date of signing, subject to a compensatory payment.

LLAO pays a concession fee to LLA based on the throughput of passengers and
cargo at London Luton Airport. The concession fee is subject to a minimum
payment of £3 million in each year of the Concession Agreement.

The concession arrangements include a lease over the London Luton Airport land
and buildings.

The Concession Agreement also obliged LLAO to construct a new terminal
building at London Luton Airport. This terminal building was officially opened
in November 1999. At the end of the Concession Agreement, the lease of London
Luton Airport terminates and the assets and the workforce are to be
re-transferred either to LLA or to a successor operator if one is selected.

Regulation

There are a variety of aspects of airport operations which are subject to
external regulation. Relevant regulatory bodies are the CAA, the DETR, the OFT
and the European Commission.

London Luton Airport is not a designated airport within the meaning of the
Airports Act 1986 and is therefore not subject to price cap regulation of its
charges. On a recent application by easyJet to have London Luton Airport so
designated, the Secretary of State decided that designation was not
appropriate for London Luton Airport.

London Luton Airport is subject to economic regulation within the meaning of
the Airports Act 1986 and requires permission from the CAA to levy charges.

London Luton Airport is also subject to the requirements of an aerodrome
licence issued by the CAA. This is a public use licence which also requires
the airport to make its facilities available at all times and for all persons
on equal terms and conditions. Further operational and safety regulation is
provided in the form of regulatory standards overseen by the CAA on such
matters as rescue and fire fighting services and air traffic control, and also
through a programme for the regulation of aviation security overseen by the
DETR.

Other Information

The management of LLAO is currently implementing a programme (known as 'the
Options for Change Programme') which is intended to bring the terms and
conditions of certain of the employees of LLAO into line with prevailing
market terms. LLAO has estimated the cost of implementing this programme to be
approximately £5.8 million.

Current trading and prospects

As outlined in the interim review of Group results for the six months ended 30
September 2000 issued on 20 November 2000, the performance of the Group as a
whole resulted in a 26 per cent. increase in earnings from continuing
operations before interest, taxation, depreciation and amortisation to £23.0
million as compared with the six months ended 30 September 1999. The Group has
continued to perform well in the second half of the financial year,
predominantly due to continuing good results from Belfast International and
Cardiff International. Although passenger numbers have increased only modestly
at Belfast International, the airport has continued to demonstrate strong
growth in profitability. The performance at Cardiff International has also
been encouraging, predominantly as a result of increased passenger numbers. In
addition to these encouraging performances, there has also been an improved
contribution from OSI, reflecting the benefits of the long-term agreements
signed last year with the three main tour operators at OSI. The contribution
from the airport services business has been disappointing because of the
continuing competitive nature of the airport services market.

In view of the above, the Directors are forecasting, in the absence of
unforeseen circumstances and on the bases and principal assumptions set out in
the Appendix II to this announcement, that profit before tax, exceptional
items and goodwill amortisation for the year ending 31 March 2001 will be
between £17.8 million and £18.8 million. Appendix II to this announcement
contains the principal assumptions that could have a material effect on the
forecast.

The Acquisition is an important step in the Group's strategy and will
consolidate TBI's position as a leading regional airport operator. The
Directors therefore believe that the prospects for the Enlarged Group are
encouraging.

It is expected that the Acquisition will lead to an enhancement in TBI's
earnings per share (before goodwill amortisation and exceptional items) in the
third full financial year (ended 31 March 2004) after completion of the
Acquisition. On the same basis, the return on equity to be issued in
connection with the Acquisition is expected to exceed TBI's cost of equity
during the third full financial year.*

*No part of the statements relating to earnings enhancement or return on
equity should be interpreted to mean that the earnings per share of TBI for
the current or future financial years will necessarily match or exceed the
historical published earnings per share of TBI.

Financing the Acquisition

The consideration for the Acquisition will be a maximum of £82.0 million, of
which approximately £11.7 million will be used to purchase the LLAG Loan Notes
held by the Vendor Shareholders. Approximately £31.7 million of the
consideration will be funded by the proceeds, net of expenses, of the Vendor
Placing also announced today.

The balance of the Acquisition consideration, amounting to up to £50.3
million, will be funded from new banking facilities which will replace the
Group's existing principal borrowing facilities.

The Facility Agreement consists of a £30.0 million term loan facility and a £
125.0 million revolving credit facility. The purpose of the Facility Agreement
is to provide financing for the general corporate purposes of TBI and its
subsidiaries, including the refinancing of the existing £115.0 million
facility, and the Acquisition.

Details of the Vendor Placing

TBI proposes to raise approximately £31.7 million, net of expenses, by way of
a Vendor Placing. The New TBI Shares issued pursuant to the Vendor Placing
will be placed by Hoare Govett with institutional and other investors at the
Issue Price of 70p per New TBI Share. The Vendor Placing has been fully
underwritten by Hoare Govett.

The New TBI Shares which are the subject to the Vendor Placing will, when
issued, rank pari passu in all respects with the existing TBI Shares other
than the right to any final dividend which may be declared in respect of the
year ending 31 March 2001.

Application has been made to the UK Listing Authority for the New TBI Shares
to be admitted to the Official List and to the London Stock Exchange for such
shares to be admitted to trading on the main market of the London Stock
Exchange. It is expected that Admission will become effective and that
dealings in the New TBI Shares will commence on 21 March 2001.

The New TBI Shares will, when issued, be in registered form and will be
capable of being held in uncertificated form. None of the New TBI Shares have
been marketed nor are they available in whole or in part to the public in
conjunction with the application for the New TBI Shares to be admitted to the
Official List otherwise than pursuant to the Vendor Placing.

Enquiries:


TBI plc
Keith Brooks (Chief Executive)                                    020 7408 7300
Caroline Price (Finance Director)

Credit Lyonnais Securities - Financial Adviser and Sponsor
Simon Bennett (Director)                                          020 7588 4000
David Hart (Director)

Hoare Govett Limited - Stockbroker
Will Coleman (Director)                                           020 7678 8000

Buchanan Communications
Charles Ryland (Director)                                         020 7466 5000

This press release is not an offer for sale of securities in or into the
United States, Canada, Japan or Australia or in any other jurisdiction. Any
securities issued may not be offered or sold in or into the United States
absent registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended.

Credit Lyonnais Securities and Hoare Govett Limited, which are regulated in
the United Kingdom by The Securities and Futures Authority Limited, are acting
respectively as financial adviser and stockbroker to TBI in relation to the
Acquisition referred to in this announcement, and are not advising any other
person and, accordingly, will not be responsible to any other person other
than TBI for providing the protections afforded to the customers of Credit
Lyonnais Securities or Hoare Govett Limited nor for providing advice in
relation to the Acquisition and arrangements described in this announcement.



                                  APPENDIX I

The following definitions apply throughout this document unless the context
otherwise requires:
'Acquisition'    the proposed acquisition by TBI (through its subsidiary TBI
                 Airport) of up to an additional 65  per cent. of LLAG, being
                 up to 65,000 LLAG Ordinary Shares, up to 3,363,100 LLAG
                 Redeemable Shares and up to £11,668,800 in principal amount of
                 LLAG Loan Notes pursuant to the Acquisition Agreement
'Acquisition     the acquisition agreement dated 28 February 2001 between TBI
Agreement'       (1) and the Vendor Shareholders (2) for the acquisition of up
                 to an additional 65 per cent. of LLAG, being up to 65,000 LLAG
                 Ordinary Shares, up to 3,363,100 LLAG Redeemable Shares and up
                 to £11,668,800 in principal amount of LLAG Loan Notes
'Admission'      the admission of the New TBI Shares to the Official List and
                 to trading on the main market of the London Stock Exchange
                 becoming effective in accordance with the Listing Rules and
                 the Rules of the London Stock Exchange
'AGIH'           Airport Group International Holdings, LLC
'BAA'            BAA plc
'Bechtel'        Bechtel Enterprises Luton (UK) Limited
'Belfast         Belfast International Airport Limited
International'
'CAA'            Civil Aviation Authority
'Cardiff         Cardiff International Airport Limited
International'


'Concession'     the concession to operate London Luton Airport, granted by the
                 Concession Agreement
'Concession      the agreement dated 20  August 1998 between LBC, LLA, LLAO and
Agreement'       LLAG
'Credit Lyonnais Credit Lyonnais Securities, a member of the London Stock
Securities'      Exchange and regulated in the United Kingdom by The Securities
                 and Futures Authority Limited
'CRI'            Centre for the Study of Regulated Industries
'CREST'          the relevant system (as defined in the Regulations) in respect
                 of which CRESTCo is the operator
'CRESTCo'        CRESTCo Limited, the operator of CREST
'DETR'           The Department of the Environment, Transport and the Regions
'Directors'      the board of directors of TBI
'Enlarged Group' TBI Group as enlarged by the Acquisition
'Extraordinary   the extraordinary general meeting of TBI convened by the
General Meeting' notice of meeting to be held on 19 March 2001 and, where
                 relevant, any adjournment thereof
'Facility        the facility agreement in relation to the Acquisition dated 28
Agreement'       February 2001
'Hoare Govett'   Hoare Govett Limited
'IATA'           International Air Transport Association
'Issue Price'    70p per New TBI Share
'LBC'            The Council of the Borough of Luton
'Listing Rules'  The listing rules of the UK Listing Authority made under
                 section  142 of the Financial Services Act 1986
'LLA'            London Luton Airport Limited
'LLAG'           London Luton Airport Group Limited
'LLAG Group'     LLAG and its subsidiaries from time to time
'LLAG Loan       The Secured Loan Notes 2016 of LLAG
Notes'
'LLAG Ordinary   Ordinary shares of £1 each of LLAG
Shares'
'LLAG Redeemable Redeemable shares of £1 each of LLAG
Shares'
'LLAG Shares'    LLAG Ordinary Shares and LLAG Redeemable Shares
'LLAO'           London Luton Airport Operations Limited, a wholly owned
                 subsidiary of LLAG and the company to which the Concession was
                 granted
'London Stock    London Stock Exchange plc
Exchange'
'New TBI Shares' the 50,800,000 new TBI Shares to be issued pursuant to the
                 Acquisition Agreement and the Vendor Placing
'Official List'  the official list of the UK Listing Authority
'OFT'            the Office of Fair Trading
'OSI' or         Orlando Sanford International, Inc
'Orlando Sanford
International'

'Placing         the conditional agreement dated 28 February 2001 between TBI
Agreement'       and Hoare Govett, relating to the Vendor Placing
'Regulations'    the Uncertificated Securities Regulations 1995 (SI  1995 No.
                 95/3272)
'Shareholders'   holders of TBI Shares on the register of members of TBI from
                 time to time
'Shareholders'   the agreement dated 20 August 1998, as amended, between the
Agreement'       Vendor Shareholders, Bechtel, TBI Airport and LLAG
'TBI' or         TBI plc
'Company'
'TBI Airport'    TBI Airport Holdings Limited, a wholly owned subsidiary of TBI
                 and a shareholder of LLAG
'TBI Group' or   TBI and its existing subsidiaries and subsidiary undertakings
'Group'
'TBI Shares'     Ordinary shares of nominal value of 10p each in the share
                 capital of TBI
'UK'             the United Kingdom of Great Britain and Northern Ireland
'UK Listing      the Financial Services Authority in its capacity as competent
Authority'       authority for listing companies in the UK under the Financial
                 Services Act 1986
'uncertificated' recorded on the relevant register as being held in
or               uncertificated form in CREST, and title to which, by virtue of
'in              the Regulations may be transferred by means of CREST
uncertificated
form'
'US' or 'United  the United States of America, its territories and possessions,
States'          any State of the United States of America, the District of
                 Columbia and all other areas subject to its jurisdiction
'Vendors'        the holdings of LLAG Shares and LLAG Loan Notes of the Vendor
Interest'        Shareholders
'Vendor Placing' the placing of the New TBI Shares at the Issue Price,
                 conditional, inter alia, on completion of the Acquisition
'Vendor          Barclays Industrial Investments Limited, Clink Street Nominees
Shareholders'    Limited and Barclays Infrastructure Limited (in its capacity
                 as the general partner of the Barclays UK Infrastructure Fund)



                                 APPENDIX II




 1. Profit Forecast

    The directors of TBI are forecasting, in the absence of unforeseen
    circumstances and on the bases and principal assumptions set out below,
    that profit before tax, exceptional items and goodwill amortisation for
    the year ending 31 March 2001 will be between £17.8 million and £18.8
    million.

 2. Basis of Preparation

The forecast of profit before tax, exceptional items and goodwill amortisation
of the TBI Group set out above in respect of the financial year ending 31
March 2001 has been compiled in accordance with the accounting policies
normally adopted by the Company. The forecast has been compiled from the TBI
Group's unaudited management accounts for the nine months to 31 December 2000
(which includes the interim results for the six months to 30 September 2000
which were subject to review by PricewaterhouseCoopers), and a forecast for
the three months ending 31 March 2001 and on the basis of the following
assumptions:


 i. Assumptions for factors outside the influence of the directors of TBI:


      + there will be no significant change to economic conditions;

      + there will be no significant change to relevant legislation,
        including taxation legislation;

      + there will be no material change in foreign currency exchange rates;

      + there will be no loss of major customers or suppliers;

      + there will be no significant legal or other claims against TBI; and

      + trading results will not be affected by industrial disputes.


 i. Assumptions for factors under the influence of the directors of TBI:


      + there will be no changes in existing senior management, management
        policies or accounting policies; and

      + there will be no significant changes in TBI's legal structure.

No account has been taken of the expenses incurred or to be incurred in
relation to the proposed Acquisition. These costs will be capitalised within
the goodwill arising upon the Acquisition in the published accounts for the
year ending 31 March 2001. In addition, the profit forecast does not take into
account the effect of the Acquisition on TBI's trading performance.