Final Results - Year Ended 31 March 2000, Part 1

Peel Hldgs PLC
1 June 2000


PART 1


                                   
The  preliminary announcement of the audited results of Peel Holdings p.l.c. for
the year ended 31st March 2000 was made today 1st June 2000.
                               Pre-                         Increase/
                            excepti Excepti                     
                               onal    onal   Total   Total (decrease)
                               item    item    2000    1999   
                               2000    2000   £'000   £'000   from
                              £'000   £'000                   last
                                                              year
                                                             £'000
Turnover                    133,595       -  133,595  104,990  28,605
Profit/(loss) on ordinary    22,770 (60,688) (37,918)  18,530 (56,448)
activities before taxation                                     
Tax on profit/(loss) on     (2,399)       -   (2,399)  (4,503)  2,104
ordinary activities
Minority interests            (294)       -     (294)    (933)    639
Profit/(loss) for the        20,077 (60,688) (40,611)  13,094 (53,705)
financial year                                                 
Basic earnings/(loss) per    24.29p  (78.82)p (54.53)p  14.88p (69.41)p
ordinary share                                                 
Diluted earnings/(loss) per  23.52p  (71.17)p (47.65)p  14.86p (62.51)p
ordinary share                                                 
Ordinary dividend                               11.5p   10.00p    1.5p

                                                            Increas/
                                                            (decrease)          
                                              2000    1999  
                                              £'000   £'000   from
                                                              last
                                                              year
                                                             £'000
Shareholders' funds                         821,377  839,813 (18,436)
                                                                 
Net assets                                  824,869  843,016 (18,147)
                                                                 
Fully diluted net assets per ordinary share     988p     965p      23p

The Board of Peel Holdings p.l.c. also announces today the proposed Tender
Offers by Credit Lyonnais Securities for ordinary shares at 700p per share and
convertible preference shares at 250p per share up to a maximum value of £80m
and purchase of shares by Peel Holdings p.l.c.

The summary details of the Tender Offers are contained in a separate
announcement  made to the London Stock Exchange by the Company today, 1st June
2000.

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 2000


Group Profit and Loss Account for the year ended 31st March 2000
                                       Pre-  Excepti               
                                      excep     onal               
                                      tiona     item    Total       
                                          l    (note     2000      1999
                                 Note  item       1)    £'000     £'000
                                       2000     2000
                                      £'000    £'000
Turnover                            133,595        -  133,595   104,990
                                         
Operating profit                     86,895        -   86,895    64,087
                                          
Profit on disposal of fixed           1,646        -    1,646     3,644
assets
Profit on ordinary activities                                     
before interest and taxation          88,541        -   88,541    67,731
                                          
Net interest payable                (65,771) (60,688)(126,459)  (49,201)
                                                           
Profit/(loss) on ordinary            22,770  (60,688) (37,918)   18,530
activities before taxation                              
Tax on profit/(loss) on ordinary     (2,399)       -   (2,399)   (4,503)
activities                               
Profit/(loss) on ordinary            20,371  (60,688) (40,317)   14,027
activities after taxation                               
Minority interests                     (294)       -     (294)     (933)
Profit/(loss) for the financial      20,077  (60,688) (40,611)   13,094
year                                                    
Dividends                         2 (10,047)       -  (10,047)   (9,335)
                                                       
Retained profit/(absorbed loss)                                   
for the financial year               10,030  (60,688) (50,658)    3,759
transferred to/(from) reserves            
Basic earnings/(loss) per         3  24.29p   (78.82)p (54.53)p   14.88p
ordinary share                            
Diluted earnings/(loss) per       3  23.52p  (71.17)p  (47.65)p   14.86p
ordinary share                           


Group Balance Sheet as at 31st March 2000
                                                       2000     1999
                                                Note  £'000    £'000
                                                  
Fixed assets                                                  
Tangible assets                                               
 Investment properties                              1,566,189  1,514,842
                                                         
 Other fixed assets                                    74,150     60,663
Investments                                             2,125      1,987
                                                    1,642,464  1,577,492
                                                         
Current assets                                                
Stocks                                                  9,880     14,800
Debtors                                                25,046     27,746
Cash at bank and in hand                              276,607     65,392
                                                      311,533    107,938
Creditors (amounts falling due within one year)     (238,615)   (146,998)
                                                         
Net current assets/(liabilities)                      72,918    (39,060)
                                                                 
Total assets less current liabilities              1,715,382   1,538,432
                                                    
Creditors (amounts falling due after more than     (880,480)   (688,902)
one year)                                          
Provisions and deferred income                      (10,033)    (6,514)
                                                          
Net assets                                          824,869     843,016

Financed by:                                                
Consolidated capital and reserves                   881,705     900,141
Shares held by Largs Limited in Peel Holdings       (60,328)    (60,328)
p.l.c.                                                    
Shareholders' funds                                 821,377     839,813
Equity minority interests                             3,492       3,203
                                                    824,869     843,016
Fully diluted net assets per ordinary share    4        988p        965p

Group Cash Flow Statement for the year ended 31st March 2000
                                                          2000      1999
                                                Note     £'000     £'000
                                                  
Cash flow from operating activities             5(a)     72,531   122,590
Returns on investments and servicing of finance 5(b)    (71,340)  (71,643)
(pre exceptional item)                            
Exceptional item                                  1     (43,457)      -
Taxation                                                   (523)   (5,637)
Capital expenditure and financial investment    5(c)    (20,236)  (150,639)
Equity dividends                                         (7,709)    (6,224)
Cash flow before use of liquid resources and            (70,734)  (111,553)
financing                                               
Management of liquid resources                         (246,270)     8,631
Financing                                       5(d)    284,243    118,571
                                                  
(Decrease)/increase in cash in the year                 (32,761)    15,649
                                                        


Reconciliation of Cash Flow to movement in Net Debt
                                                       2000        1999
                                                      £'000       £'000
Movement in cash in the year                        (32,761)     15,649
Cash movement from management of liquid resources   246,270      (8,631)
Net movement in debt due within one year            (10,177)      2,886
Net movement in debt due after more than one year  (290,977)   (137,368)
Translation and other non-cash adjustments             (270)       (462)
Change in net debt in the year                      (87,915)   (127,926)
Net debt at 1st April 1999/1st April 1998          (655,265)   (527,339)
Net debt at 31st March 2000/31st March 1999         (743,18    (655,265)


Statement of Total Recognised Group Gains
and Losses for the year ended 31st March 2000
                                                       2000       1999
                                                      £'000      £'000
(Loss)/profit for the financial year                (40,611)    13,094
                                                      
Other recognised gains and losses                            
Unrealised net surplus on revaluation of investment  52,312    164,782
properties
Foreign exchange adjustments                            462      1,456
                                                     52,774    166,238
Total recognised net gains and losses for the        12,163    179,332
financial year


Reconciliation of Movements in Group
Shareholders' Funds for the year ended 31st March 2000
                                                       2000       1999
                                                      £'000      £'000
(Loss)/profit for the financial year                (40,611)    13,094
Dividends                                           (10,047)    (9,335)
Other recognised gains and losses for the financial  52,774    166,238
year
Issue of shares                                          26         68
Purchase of own shares                              (20,578)   (17,116)
                                                          
Net (decrease)/increase in shareholders' funds      (18,436)   152,949
Shareholders' funds at 1st April 1999/1st April     839,813    686,864
1998
Shareholders' funds at 31st March 2000/31st March   821,377    839,813
1999

Notes
1.Exceptional Item
  To  enable  the refinancing of The Trafford Centre and the issue of  £610m  of
securitised  bonds to take place, the Group cancelled the existing  facilities
previously  charged  to  The Trafford Centre. On 31st March  1998,  the  Group
entered  into  three  secured facility agreements and  borrowed  an  aggregate
£340m  at  a fixed interest rate of 7.99% plus an applicable margin. The  rate
of  interest  was  fixed until 1st January 2009. The  terms  of  each of the
secured  facilities  provided that if the facilities were  repaid  before 1st
January 2009 then there would be prepayment premia payable by the Group which
would  be  calculated as the relevant margin from the date of repayment until
1st  January  2009  (the  'Prepayment Premia'). The facility  agreements also
contained an indemnity in favour of the lenders in relation to any losses  and
expenses  that  they might incur in bringing to an end any  arrangements they
had  put  in  place to make available, maintain or fund each of  the  advances
documented  in  the  respective facility agreements (the 'Break  Costs').  The
loans were repaid on 28th February 2000 as part of the new bond issue and  the
following costs were incurred:

                                              Paid  Payment   Total
                                             £'000  deferred  £'000
                                                     £'000
  Prepayment                                10,105  17,231  27,336
  Premia
  Break Costs                               33,352       -  33,352
                                            43,457  17,231  60,688

2.Dividends
                                                      2000    1999
                                                     £'000   £'000
  Preference                                            23     135
  Convertible Preference                             1,351   1,490
  Ordinary                                           8,673   7,710
                                                    10,047   9,335

An interim dividend of 3.7p (1999: 3.2p) per ordinary share was paid  on  6th
April  2000.  The  directors propose an increased final ordinary  dividend  of
7.8p  (1999: 6.8p) per ordinary share which, if approved at the Annual General
Meeting,  will  be  paid on 2nd October 2000 to ordinary shareholders  on  the
register  at the close of business on 8th  September 2000. This would  make  a
total distribution for the year of 11.5p (1999: 10.0p) per ordinary share.

3. Earnings/(loss) per Ordinary Share
The  calculation  of earnings/(loss) per ordinary share is  based  on  a  loss
after  tax  and  minority interests of £41,985,000 (1999: £11,469,000  profit)
and  on  77,000,262  ordinary  shares (1999: 77,073,602)  being  the  weighted
average  number of ordinary shares in issue during the year ended  31st  March
2000.  The  weighted average number of ordinary shares used in the calculation
of  diluted  earnings/(loss) per ordinary share is 85,278,338 ordinary  shares
(1999:  77,163,409).  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.  The 1999 diluted earnings per ordinary  share  was  not
adjusted  for  the  conversion of the 5.25% convertible cumulative  non-voting
preference shares of £1 each as they were anti-dilutive in that period.
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 item 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
                                      2000     2000   1999      1999 
                                         p        p      p         p
                                                 
  Basic (loss)/earnings per         (54.53)  (47.65)   14.88   14.86
  ordinary share (FRS 14)                
  Add back effect of exceptional     78.82    71.17       -       -
  item (note 1)
  Adjusted earnings per ordinary     24.29    23.52    14.88   14.86
  share

4.Fully Diluted Net Assets per Ordinary Share

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

                                                     2000          1999
                                                   Number        Number
  Ordinary shares in issue at 31st March      111,612,177   113,883,092
  2000/31st March 1999                                
  Shares held by Largs Limited in 
  Peel Holdings p.l.c.                        (36,785,416)  (36,785,416)
                                               74,826,761    77,097,676
Assumed conversion of 22,987,830 (1999:                         
  27,197,490) 5.25% (plus tax credit)              
  convertible cumulative non-voting preference   8,209,874    9,713,312
  shares of £1 each
  Outstanding options for ordinary shares           77,000       89,000

  Number of ordinary shares deemed to be in     83,113,635   86,899,988
  issue at 31st March 2000/31st March 1999             
                                                                                
                                                      2000    1999
                                                     £'000   £'000
  Shareholders' funds per Group balance sheet      821,377  839,813
                                                                 
  Less: Non-redeemable cumulative preference             -  (1,350)
  shares                                                         
  Assumed cash receipts on exercise of share           101     128
  options
  Adjusted ordinary shareholders' funds            821,478  838,591
                                                                 
  Fully diluted net assets per ordinary share         988p    965p

5.Notes to the Group Cash Flow Statement
                                                      2000    1999
                                                     £'000   £'000
   (a) Cash flow from operating activities                        
    Operating profit                                86,895  64,087
    Non-cash adjustments:                                         
     depreciation                                    3,571   2,295
     impairment loss                                     -   1,815
     share of losses/(profits) of associated             1   (156)
  undertakings
     movement on other investments                   (142)   (205)
     grant release                                   (365)   (301)
    Movement in stocks                               4,920  (1,200)
                                                                 
    Movement in debtors                              4,371  24,355
    Movement in creditors                          (26,720) 31,900
                                                        
                                                    72,531 122,590
                                                                 
  (b) Returns on investments and servicing of                     
  finance (pre exceptional item)
    Interest received                                4,541   4,149
    Interest paid (including capitalised)          (74,004)(73,510)
    Finance lease interest paid                      (297)    (210)
    Non-equity dividends paid                      (1,580)  (2,072)
                                                                
                                                  (71,340) (71,643)
  
 (c) Capital expenditure and financial                           
  investment
    Purchase of fixed assets                      (44,976) (160,715)
    Sale proceeds from fixed assets                 24,737   10,056
    Loans repaid by associated undertakings              3       20
                                                  (20,236) (150,639)
                                          
  (d) Financing                                                   
    Shares issued                                       26      68
    Purchase of own shares                         (20,578) (17,116)
    New loans                                      610,000   11,295
    Cost of issuing new loans                      (18,105)       -
    Repayment of loans                            (340,000)  (5,444)
    Other movement in loans                         49,276  126,482
    Movement in finance lease creditor                (17)   2,274
    Grants received                                  3,641   1,012
                                                   284,243 118,571
                                                                 

6.The  board  of  directors approved the above results on  1st  June  2000.  The
auditors  have  given an unqualified opinion on the financial  statements  for
the  year  ended 31st March 2000 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 1999, lodged  with  the
Registrar of Companies and on which the auditors' report was unqualified.


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