Offer Update

Peel Hldgs PLC
24 December 2002



    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE USA, CANADA,
                               AUSTRALIA OR JAPAN



EMBARGOED FOR RELEASE AT 7.00 A.M. ON 24 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 Peel's Offer for Clydeport has been declared
unconditional as to acceptances and will remain open until further notice.  The
Loan Note Alternative will also remain open until further notice.

Peel announces that by 3.00 p.m. on 23 December 2002, the second closing date of
the Offer, valid acceptances had been received in respect of 34,572,887
Clydeport Shares, representing approximately 82.0 per cent. of the issued share
capital of Clydeport.  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 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 1,775,100 Clydeport Shares,
representing approximately 4.2 per cent. of the Clydeport Shares currently in
issue and has agreed to acquire a further 25,000 Clydeport Shares representing
approximately 0.1 per cent. of the Clydeport Shares currently in issue.

Accordingly, as at 3.00 p.m. on 23 December 2002 Peel Group had acquired during
the Offer Period and has received valid acceptances of the Offer in respect of
in aggregate 36,347,987 Clydeport Shares, representing approximately 86.3 per
cent. of the Clydeport Shares currently in issue, and representing approximately
93.8 per cent. of the Clydeport Shares to which the Offer relates.


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 USA, 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 USA, 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 USA, 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 any 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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