Statement re Transfer to AIM

Peel Holdings PLC
23 December 1999


Not for release, publication or distribution in, into or from the US, Canada,
Australia,  Japan or Republic of Ireland

                Peel Holdings p.l.c. ('Peel' or 'the Company')                
                                                                              
            Transfer to the Alternative Investment Market ('AIM')             


The Board of Peel has noted the recent press speculation concerning the
Company's possible transfer from the Official List of the London Stock
Exchange ('Official List') to AIM. In view of this speculation, the Board of
Peel has decided to bring forward the timing of this move and therefore
announces today that it intends to seek cancellation of the listing of its
entire issued share capital of 113,932,504 Ordinary Shares of 25p each
('Ordinary Shares') and 27,064,733 5.25% Convertible Cumulative Non-voting
Preference Shares of £1 each ('Convertible Preference Shares') on the Official
List and to apply for the Ordinary Shares and the Convertible Preference
Shares to be admitted to trading on AIM. AIM was introduced by the London
Stock Exchange in June 1995 to meet the demand for a suitable market for
smaller, young and faster growing companies. AIM is also suited to less liquid
stocks which have a small number of shareholders, low volume and infrequent
trading.

It is expected that both the Ordinary Shares and the Convertible Preference
Shares will be admitted to trading on AIM and that dealings will commence at
9.00am on 27 January 2000. The listing of both the Ordinary Shares and the
Convertible Preference Shares on the Official List will be cancelled at the
same time. 

The Board of Peel has been concerned for some time that the additional
liquidity provided by the Company through its buy-in programme for the
Convertible Preference Shares is not currently matched by a similar programme
for the Ordinary Shares and that further purchases of Ordinary Shares by the
Company are not permitted under the Listing Rules. Liquidity in the Company's
shares is restricted by the limited number of shares in public hands,
particularly in the case of the Ordinary Shares where, excluding shares held
by a wholly owned subsidiary of the Company and those shares held by persons
interested in 3% or more of the ordinary share capital, only 18.8 million
Ordinary Shares are held in public hands. Admission to AIM and a cancellation
of the listing on the Official List will enable the Company to resume
purchases of Ordinary Shares and in addition to continue with its programme of
buying-in Convertible Preference Shares in accordance with the authorities
passed by its shareholders at its last Annual General Meeting.

The Board believes that currently there are financial advantages to be gained
by the Company from buying back some of its shares in the market and in
particular the Board believes that the Company's net assets per share could be
improved as a result of  share buy backs.  In addition, the ability of the
Company to purchase its own shares will benefit those shareholders wishing to
dispose of their shares by providing increased liquidity in the market.

At the Annual General Meeting held on 29 September 1999 the Company renewed
the authority to purchase both Ordinary Shares and Convertible Preference
Shares. The maximum number of shares permitted to be purchased under each
authority is 11,557,241 Ordinary Shares and 4,076,903 Convertible Preference
Shares. The maximum price payable for each share, exclusive of expenses, is an
amount equivalent to 105 per cent. of the average middle market quotation for
the Ordinary Shares or the Convertible Preference Shares (as appropriate) as
taken from the Daily Official List of the London Stock Exchange for the five
business days preceding the date of purchase. The minimum price payable for
each Ordinary Share and Convertible Preference Share is 25 pence. 

Following admission of the Ordinary Shares and the Convertible Preference
Shares to trading on AIM, the Board intends to make market purchases for
cancellation of Ordinary Shares and Convertible Preference Shares from time to
time provided that the terms are considered by the Board to be beneficial to
the Company and its shareholders as a whole. The Board therefore believes that
transferring the trading facility to AIM will better reflect the future needs
of the Company and its shareholders as a whole.

The AIM rules require that the Company appoints a nominated adviser and
nominated broker. NM Rothschild & Sons Limited has agreed to act as nominated
adviser to the Company and Credit Lyonnais Securities has agreed to act as
nominated broker to the Company.

The Board is aware that circumstances which may apply to certain existing
shareholders may prohibit them from investing in AIM shares. Such shareholders
are advised to review their position in this respect as soon as possible.

The appendix set out below includes information on the Company which is
required to be disclosed by the AIM rules.

The Company will send a copy of this announcement to its shareholders advising
them of the transfer of both its Ordinary Shares and Convertible Preference
Shares to AIM. No new share certificates will be issued in connection with
this transfer and existing share certificates will remain valid.

Appendix

1)  Company name:       

    Peel Holdings public limited company

2)  Country of incorporation:

    Peel Holdings was incorporated in England and Wales.

3)  Company business:

    The current activities of the Company and its subsidiaries comprise
    property investment, property development and trading, the operation of a
    major regional port and the operation of a regional airport, together with
    the management of its land and property interests.

4)  Details of securities to be admitted:

    113,932,504 Ordinary Shares of 25p each
    27,064,733 Convertible Preference Shares of £1 each

5)  Capital to be raised on admission:

    n/a

6)  Names and functions of the board:

    John Whittaker (Chairman)
    Robert E. Hough, DL, LL.B (Deputy Chairman)
    Peter A. Scott, F.C.C.A. (Managing Director)
    Paul P. Wainscott, A.C.I.S. (Financial Director)
    J. Niven Duncan, C.A. (Non-executive Director)
    Ronald J. Herkes, A.C.I.S. (Non-executive Director)
    Martin G. Hill, A.C.M.A. (Non-executive Director)

7)  Persons interested in 3% or more of the Company's capital:

    Insofar as is known to the Company, noted below are the names of all
    persons who are directly or indirectly interested in 3 per cent. or more
    of the issued share capital of the Company having all voting rights
    together with the amount of such interest as at 22nd December 1999:

                            No of Ordinary Shares       Percentage of issued
                                                      Ordinary Share capital
                                                     with full voting rights

    Cheeseden Investments Limited          39,832                       0.05
    (The JH Whittaker discretionary        
    settlement trust also has an 
    interest in all the shares 
    comprised in this holding)
    
    Tokenhouse Holdings Limited        41,677,682                      54.02
    (The JH Whittaker discretionary 
    settlement trust  and Rothschild 
    Nominees Limited also has an 
    interest in all the shares 
    comprised in this holding)
    
    MSS Nominees Limited               16,620,000                      21.54  
    

The percentage of issued ordinary share capital having full voting rights
excludes the 36,785,416 Ordinary Shares held by Largs Limited, a wholly owned
subsidiary of the Company.  Such shares are non-voting for so long as they are
so held.       


                            No of Convertible       Percentage of Convertible 
                            Preference Shares        Preference Share capital

Cheeseden Investments Limited         216,915                            0.80
(The J.H. Whittaker discretionary 
settlement trust also has an 
interest in all the shares 
comprised in this holding)              

Tokenhouse Holdings Limited         5,410,310                          20.00
(The J.H. Whittaker discretionary 
settlement trust and Rothschild 
Nominees Limited also have an 
interest in all the shares 
comprised in this holding)              

Cronkdrean Limited                  5,350,000                          19.77
(The J.H. Whittaker discretionary 
settlement trust and Rothschild 
Nominees Limited also have an 
interest in all the shares 
comprised in this holding)

RBSTS Nominees Limited              1,900,000                            7.02

Co-Operative Insurance 
Society Limited                     1,818,181                            6.72

HSBC Bank Nominee (Jersey) 
Limited                             1,225,000                            4.53

Wesleyan Assurance Society          1,125,000                            4.16 
     

8)  Name and address of nominated adviser:
       
    NM Rothschild & Sons Limited, 82 King Street, Manchester, M2 4WQ.

9)  Name and address of nominated broker:

    Credit Lyonnais Securities, Broadwalk House, 5 Appold Street, London, EC2A
    2DA.

10) Availability of admission document 

    No AIM admission document is required to be published in connection with
    the application by the Company to AIM.


Enquiries:
(Until 12.00 noon on 24 December 1999 and then from 9.00 am on 4 January 2000)

John Whittaker, Chairman, Peel Holdings               0161 629 8200
Peter Bates, N M Rothschild & Sons Limited              0161 827 3800
Nicholas Donaldson, Credit Lyonnais Securities              0171 588 4000