Offer Update

Peel Hldgs PLC
10 December 2002




  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
                      AMERICA, CANADA, AUSTRALIA OR JAPAN



EMBARGOED FOR RELEASE AT 7.00 A.M. ON 10 DECEMBER 2002



PEEL HOLDINGS P.L.C.


RECOMMENDED CASH OFFER BY ROTHSCHILD ON BEHALF OF PEEL PORTS LIMITED (A
SUBSIDIARY OF PEEL HOLDINGS P.L.C.) FOR CLYDEPORT PLC

The board of Peel announces that by 3.00 p.m. on 9 December 2002, the first
closing date of the Offer, valid acceptances had been received in respect of
23,549,015 Clydeport Shares, representing approximately 55.9 per cent. of the
Clydeport Shares currently in issue. This includes valid acceptances in respect
of all of the 325,518 Clydeport Shares, representing approximately 0.8 per cent.
of the Clydeport Shares currently in issue, in respect of which Peel has
received irrevocable undertakings to accept the Offer.  Such irrevocable
undertakings included 282,000 Clydeport Shares, representing approximately 0.7
per cent. of the Clydeport Shares currently in issue, held by persons acting in
concert with Peel.

Immediately prior to the Offer, Peel Holdings held 3,384,000 Clydeport Shares,
representing approximately 8.0 per cent. of the Clydeport Shares currently in
issue.

During the Offer Period, Peel Holdings has acquired 555,000 Clydeport Shares,
representing approximately 1.3 per cent. of the Clydeport Shares currently in
issue and has agreed to acquire a further 200,000 Clydeport Shares representing
approximately 0.5 per cent. of the Clydeport Shares currently in issue.

Accordingly, as at 3.00 p.m. on 9 December 2002 Peel Group owns,  has agreed to
acquire and has received valid acceptances of the Offer in respect of, in
aggregate 27,688,015 Clydeport Shares, representing approximately 65.7 per cent.
of the Clydeport Shares currently in issue.

Peel announces that the Offer, including the Loan Note Alternative, has been
extended for a further 14 days until 3:00 p.m. on 23 December 2002.



Enquiries:

Peel / Peel Holdings                                             0161 629 8200
Mr John Whittaker
Mr Peter Scott

Rothschild                                                       0161 827 3800
Mr Richard Bailey
Mr Andrew Simpson


The definitions set out in the Offer Document dated 18 November 2002 apply to
this announcement unless otherwise indicated.

The Offer (including the Loan Note Alternative) will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means or
instrumentality (including, without limitation, fax, telex or telephone) of
interstate or foreign commerce of, or any facilities of a national securities
exchange of, the United States, Canada, Australia or Japan and the Offer will
not be capable of acceptance by any such use, means, instrumentality or
facilities or from within the United States, Canada, Australia or Japan.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise distributed or sent in or into the United States, Canada, Australia
or Japan.

The Loan Notes have not been, and will not be, listed on any stock exchange and
have not been, and will not be, registered under the Securities Act nor under
the relevant securities laws of and province or territory of Canada, Australia
or Japan.  The Loan Notes may not be offered, sold, transferred or delivered,
directly or indirectly, in or into the USA, Canada, Australia or Japan

N M Rothschild & Sons Limited, which is regulated in the UK by the Financial
Services Authority, is acting for Peel and Peel Holdings in connection with the
Offer and no one else and will not be responsible to anyone other than Peel and
Peel Holdings for providing the protections offered to clients of N M Rothschild
& Sons Limited nor for providing advice in relation to the Offer.






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