Interim Results

Peel Hldgs PLC
21 December 2000


                              PEEL HOLDINGS p.l.c.

                                INTERIM REPORT

                     HALF YEAR ENDED 30TH SEPTEMBER 2000




Chairman's Statement


Results

Profit on ordinary activities before taxation for the half year ended 30th
September 2000 increased substantially to £20.53m (1999: £10.61m). This was
despite an exceptional charge of £4.60m relating to expenditure on an aborted
scheme at Liverpool Airport. The increase in profit on ordinary activities was
mainly attributable to a sharp rise in profits to £16.57m from the disposal of
fixed assets compared with £0.86m in the previous year and largely arising out
of property sales. Total net rental income for the Group in respect of the
half year was £48.42m (1999: £45.75m).

Profit on ordinary activities after taxation increased by 56.9% to £14.98m
(1999: £9.55m) to give diluted earnings per ordinary share of 21.64p (1999:
10.99p). The Board has declared an interim dividend of 4.8p per ordinary share
(1999: 3.7p), an increase of 1.1p per share. This will be paid on 6th April
2001 to ordinary shareholders on the register at the close of business on 9th
March 2001.

Property

Stable economic conditions helped to provide a positive half year performance
in the UK property investment portfolio. Rental income of £1.62m on an
annualised basis was generated from new lettings of void units compared with £
0.97m per annum lost to new vacancies. Rent reviews and lease renewals also
produced additional annualised rental income of £0.42m. Investments brought
into the portfolio from the Group's development and acquisition programme
contributed £0.31m per annum although properties were also sold during the
period with a passing rent of £1.40m per annum. The continuing sales programme
from the property portfolio produced capital receipts of £24.68m, generating
profits of £7.43m from four disposals. Units with an annualised rental value
of £2.19m stood empty at the end of the half year compared with £2.76m per
annum at the beginning.

The well established policy of creating shareholder value by concentrating
developments on land already owned by the Group continued with the completion
of a 58,000 sq.ft. non-food retail warehouse at Yeovil which is fully let
together with a 10,000 sq.ft. office at Castlefield, Manchester and a 15,000
sq.ft. district centre at Collyhurst, Manchester.

A 60,000 sq.ft. office development on land at Salford Quays and a
park-and-ride scheme adjacent to the Metrolink station at Eccles near Salford
are also underway.

The Group recently received planning approval for a 30,000 sq.ft. non-food
retail warehouse and a 3,000 sq.ft. fast food outlet at Altrincham, a 55,000
sq.ft. non-food retail warehouse at Blackburn and also a mixed leisure and
residential scheme in Altrincham town centre. Additionally, there are ongoing
schemes for non-food retail warehouses on the Group's existing retail parks at
Hyndburn, Lancashire and at Stockport for 10,000 sq.ft. and 5,000 sq.ft.
respectively. Once final negotiations with tenants have been concluded on
these projects, construction will commence.


Chairman's Statement continued

The Group believes that the Manchester Ship Canal Corridor, which lies at the
heart of the region linking the cities of Liverpool and Manchester, should
become a priority area for investment and regeneration. This approach would
also accord with the promotion of inland waterways for the transfer of
freight, thereby reducing road traffic. The Group is actively seeking to bring
forward schemes for intermodal transfer - road, rail, water - adjacent to the
Ship Canal. During the half year, the Group completed housing land sales to
the value of £10m, including land at Rushgreen Road, Lymm, at an aggregate
profit of £9.05m. Terms were also agreed for the sale of the last of the East
Anglian land portfolio at Norwich.

Difficult trading conditions continued in the waste and minerals sectors,
resulting from increasingly tight government policies combined with ongoing
environmental concerns. Income from waste and mineral operations during the
period reached £1.24m (1999: £0.31m) buoyed by the successful settlement of
certain litigation which secured slightly less than £1m.

The Trafford Centre

The vast majority of retailers within the Centre are continuing to report
healthy year-on-year growth and the Centre management is working with the few
that are not in order to either improve their trade or replace them
altogether.

The last two remaining units next to Selfridges have been let to Elle and La
Senza. These units could have been occupied much earlier but finding the right
tenant mix was the correct decision for the longer term. At the half year end,
the annualised rent roll stood at £49.10m and turnover rents produced £0.90m
for the six month period.

The Centre is hoping to launch early next year a new 'Virtual Mall' connected
to its website that will complement and work alongside the real thing. The
Group believes that there is only limited scope for internet shopping to have
any significant impact on the largely fashion based business conducted at the
Centre, but it is a logical step for the Centre to embrace complementary
opportunities which capitalise on its substantial customer base.

A golf driving range has just been completed and a 119 bedroom hotel is under
construction on land adjacent to The Trafford Centre.

Early November saw the re-opening of the Public Inquiry into a retail
warehouse proposal for land opposite The Trafford Centre known as Giants
Field. The result of this Inquiry should be known next year but, if approved,
cross funding could well lead to the extension of the Metrolink system into
Trafford Park and to The Trafford Centre.

An application for a mainly residential and office development on the land
between The Trafford Centre and the Manchester Ship Canal, to be known as
Trafford Quays, was withdrawn to avoid confusion at the Giants Field Inquiry.
This proposal will be examined again as part of the forthcoming review of the
draft Trafford Unitary Development Plan.



Chairman's Statement continued

Port

Despite a small reduction in dry cargo traffics, overall tonnage increased
slightly during the half year to 3.89m tonnes (1999: 3.81m tonnes), generating
an improved operating profit of £1.18m (1999: £1.07m). The dry cargo operation
at Runcorn Docks increased throughput by over 10% on the same period last year
where the port plays an important role in the supply chain of the glass and
ceramics industries. Exports of bulk cement from a purpose built rail-fed
storage depot commenced during the period and this facility will give a boost
to the dry cargo tonnage in the second half.

Movements of grain on the Canal increased over the previous half year with
transfers of grain from Liverpool to Manchester continuing to grow.  Also,
movements of liquid cargo to and from Canalside production units remained
strong and several users saw an increase in tonnage. The independent bulk
storage market proved to be more difficult and traffics remained flat in this
sector.

A major overhaul of the lockgates on the entrance to the oil dock at Eastham
was undertaken in the six months and work continued on the steelwork of the
flood sluice gates in the Upper Reaches of the Canal (Runcorn to Manchester)
and in the Runcorn area. The sluice gates form an integral part of the water
drainage function carried out by the Ship Canal which performed most
effectively during the recent heavy rains.

Airports

Liverpool Airport benefited during the half year from the high profile and
success of the airline easyJet which has added considerable growth to the
Airport's traditional passenger and freight traffic despite a competitive
market place. During this period, easyJet continued to attract increasing
numbers of passengers to fly from its North West base and now provides daily
services to nine European and domestic destinations. Frequencies have also
been added to popular routes which will take passenger numbers to around a
record 2.0m by the end of the current calendar year(1999: 1.3m). Heads of
terms have been agreed with easyJet to base seven aircraft at Liverpool
Airport by 2003 which will ensure further growth in the medium term.

Turnover from the Airport's operations for the half year, which of course
covered the Airport's busiest period, was £6.61m (1999: £5.31m), producing an
adjusted operating profit, before the exceptional charge, of £0.75m (1999: £
0.20m). This uplift reflects increasing income from aeronautical activity and
the benefits starting to flow from concessions and property lettings. A
continuing programme of operational improvements is underway which includes a
new Control Tower, the upgrading of the existing Terminal Building and
increased Car Park capacity. Planning permission has recently been granted to
build new terminal facilities for 3m passengers, for which European Regional
Development Fund support has been achieved and on which work has now started
with completion early in 2002.

The Group continues to progress its planning application for the use of the
former RAF base at Finningley near Doncaster as a commercial airport and was
pleased to receive the support of Yorkshire Forward, the Regional Development
Agency, who described Finningley as 'the region's best chance of developing a
world class airport.'  A decision from the local authority, Doncaster
Metropolitan Borough Council, is expected early in 2001 after which point the
Secretary of State may have to decide whether to call a public inquiry or
leave it to the local authority to determine the application.

Chairman's Statement continued


Finances

Group borrowings at 30th September 2000 stood at £840.67m compared to £743.18m
at 31st March 2000, an increase of £97.49m (13.1%). This was mainly due to the
continued purchase by the Company of its own shares for cancellation, which
totalled £112m in the period and, of which, £77.7m arose out of the successful
tender made in June 2000. Gearing at 30th September 2000 stood at 115.4%
compared with 90.5% at 31st March 2000. Net interest payable during the period
totalled £34.41m compared with £32.30m for the previous year. In November, the
Group replaced its existing £110m revolving credit facility with a new three
year £150m revolving credit facility with a syndicate of five clearing banks.

Future

The half year profit figures were clearly very good, although the increase was
largely as a result of some exceptionally advantageous property sales and
should not be taken as a reflection of sustainable profit trends for future
years. However, in the absence of unforeseen circumstances and despite the
laborious and expensive planning system on which several future opportunities
depend, the Group remains confident about prospects going forward.

Finally, Mr R J Herkes, who served for almost nine years as a non-executive
director, retired on 26th  September 2000. On behalf of the Board, I thank him
for his contribution and wise counsel.

John Whittaker 21st December 2000
Chairman




Unaudited Group Profit and Loss Account
for the half year ended 30th September 2000

                                           Exceptional
                                                  item
                          Pre-exceptional     (Note 1)      Total
                                     item  6 months to 6 months to  6 months to
                              6 months to         30th        30th         30th
                            30th September   September   September    September 
                                      2000        2000        2000         1999
                         Note        £'000       £'000       £'000        £'000

Turnover                           65,640           -       65,640       61,394
Operating profit                   42,967     (4,603)       38,364       42,053
Profit on disposal of              16,574           -       16,574          857
fixed assets
Profit on ordinary                 59,541     (4,603)       54,938       42,910
activities before
interest and taxation
Net interest payable             (34,413)           -     (34,413)     (32,296)

Profit on ordinary                 25,128     (4,603)       20,525       10,614
activities before
taxation
Tax on profit on                  (5,542)           -      (5,542)      (1,061)
ordinary activities
Profit on ordinary                 19,586     (4,603)       14,983        9,553
activities after
taxation
Minority interests                   (70)       1,105        1,035           15
Profit for the period              19,516     (3,498)       16,018        9,568
Dividends                         (2,542)           -      (2,542)      (3,590)
Retained profit for the            16,974     (3,498)       13,476        5,978
financial period
Earnings per ordinary       2
share
Basic earnings per                 27.65p     (5.07p)       22.58p       11.45p
ordinary share
Diluted earnings per               26.36p     (4.72p)       21.64p       10.99p
ordinary share


Unaudited Group Cash Flow Statement
for the half year ended 30th September 2000

                                                    6 months to     6 months to
                                                 30th September  30th September
                                                           2000            1999
                                           Note          £'000          £'000
Cash flow from operating activities       3 (a)          31,831          45,807
Returns on investments and servicing of   3 (b)        (35,574)        (32,978)
finance
Taxation                                                  (383)            (42)
Capital expenditure and financial         3 (c)          20,041        (22,983)
investment
Equity dividends                                        (2,693)         (2,835)
Cash flow before use of liquid resources                 13,222        (13,031)
and financing

Management of liquid resources                           81,291        (18,765)
Financing                                 3 (d)       (105,877)          18,155
Decrease in cash in the period                         (11,364)        (13,641)




Reconciliation of Cash Flow to movement in Net Debt
                                                    6 months to     6 months to
                                                 30th September  30th September
                                           Note            2000            1999
                                                         £'000           £'000
Movement in cash in the period                4        (11,364)        (13,641)
Cash movement from management of liquid       4        (81,291)          18,765
resources
Net movement in debt due within one year      4         (5,456)             497
Net movement in debt due after more than      4            (88)        (19,483)
one year
Translation and other non-cash                4             705            (40)
adjustments
Change in net debt in the period                       (97,494)        (13,902)
Net debt at 1st April 2000/1st April 1999             (743,180)       (655,265)

Net debt at 30th September 2000/30th                  (840,674)       (669,167)
September 1999





Notes to the Interim Results for the half year ended 30th September 2000


1.   Exceptional Item

The exceptional item of £4.603m represents expenditure on an aborted scheme at
Liverpool Airport.

2.   Earnings per Ordinary Share

The calculation of earnings per ordinary share is based on a profit after tax
and minority interests of £15,573,000 (1999: £8,831,000) and on 68,980,858
ordinary shares (1999: 77,098,233) being the weighted average number of
ordinary shares in issue during the period ended 30th September 2000. The
weighted average number of ordinary shares used in the calculation of diluted
earnings per ordinary share is 74,022,891 ordinary shares (1999: 86,880,606).
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 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
                                                  
Earnings per ordinary share (FRS  14)           22.58    21.64   11.45    10.99
Add back effect of exceptional item (note 1)     5.07     4.72       -        -
Adjusted earnings per ordinary share            27.65    26.36   11.45    10.99



3.   Notes to the Cash Flow Statement


                                                      6 months to   6 months to
                                                             30th          30th
                                                        September     September
                                                             2000          1999
                                                            £'000        £'000
(a)  Cash flow from operating activities
Operating profit                                           38,364        42,053
Non-cash adjustments                                        6,635         1,418
Movement in stocks                                        (2,513)       (1,843)
Movement in debtors                                      (12,244)       (3,434)
Movement in creditors                                       1,589         7,613
                                                           31,831        45,807
(b)  Returns on investments and servicing of
finance
Interest received                                           6,479         1,309
Interest paid                                            (37,093)      (33,635)
Finance lease interest paid                                 (182)         (155)
Non-equity dividends paid                                   (847)         (497)
Other costs of finance                                    (3,931)             -
                                                         (35,574)      (32,978)





Notes to the Interim Results continued

                                                     6 months to    6 months to
                                                  30th September 30th September
                                                            2000           1999
                                                         £'000          £'000
(c)  Capital expenditure and financial investment
Purchase of fixed assets                                (20,584)       (47,571)
Sale proceeds from fixed assets                           40,625         24,585
Loans repaid by associated undertakings                        -              3
                                                          20,041       (22,983)
(d)  Financing
Shares issued                                                 32              3
Purchase of own shares                                 (112,000)        (3,240)
Movement in loans                                          5,544         18,986
Grants received                                              547          2,406
                                                       (105,877)         18,155



4.   Analysis of Movement in Group Net Debt


                                                                           30th
                                      1st April            Exchange/   September
                                           2000     Cash      Other        2000 
                                          £'000    £'000      £'000       £'000
Cash at bank and overdrafts             13,853   (11,364)          -      2,489
Cash deposits                          257,118   (81,291)        720    176,547
Debt due within one year (excluding   (144,404)   (5,456)       (15)   (149,875)
overdrafts)
Debt due after more than one year     (869,747)      (88)          -   (869,835)
                                      (743,180)   (98,199)       705   (840,674)



5.   Interim Results

The unaudited results for the half year ended 30th September 2000 do not
comprise full financial statements within the meaning of the Companies Act
1985. They have been prepared having regard to the guidance in the ASB
statement 'Interim Reports' and on the basis of the accounting policies set
out in the Group's audited financial statements for the year ended 31st March
2000, except that no summarised balance sheet has been produced. In the
opinion of the Directors a summarised balance sheet would provide little
additional information to that already contained in the Unaudited Group Profit
and Loss Account and the Unaudited Group Cash Flow Statement.

Copies of this interim report will be despatched to shareholders by post.
Further copies may be obtained from the Company Secretary, Peel Holdings
p.l.c., Peel Dome, The Trafford Centre, Manchester M17 8PL.