PD Ports plc: admission to AIM

PD Ports Group Limited (“PD Ports” or “the Group”), a leading UK port and port services business, has today been sold for a total consideration of £172.5 million by Nikko Principal Investments Limited (“Nikko”), to
PD Ports plc (“the Company”), a company set up for the purposes of the acquisition.

PD Ports plc has funded the acquisition through the placing of 122.6 million ordinary shares at 100 pence per share and £35,900,000 nominal value of 6 per cent. Convertible Bonds at 100 per cent. of their principal amount with institutional investors (“the Placing”) by Collins Stewart. The ordinary shares and convertible bonds are to be admitted to the Alternative Investment Market (“AIM”), with dealings expected to commence on 12 July 2004.

Following Admission, Nikko will hold 29.9% of the Entire Issued Share Capital of PD Ports plc and 28.2% of the Convertible Bonds. Nikko has undertaken that, for six months following Admission, it will not dispose of any of its holding of ordinary shares without the written consent of
Collins Stewart.

PD Ports

PD Ports, through PD Teesport, owns and operates the port of
Tees and Hartlepool and acts as statutory harbour authority. In addition, the Group provides stevedoring and maritime services at ports on the Rivers Humber, Trent and Ouse and at wharves on the Thames and the south coast of England;

Teesport is a deep-water port on the North Sea coast and located close to the UK’s industrial heartland; by tonnage, it the largest port in the North East of England, the second largest port in the UK, and one of the largest ports in Europe;

PD Ports manages a substantial property portfolio comprising both operational property, used for its own activities or leased to third parties and non-operational property which provides sale and development opportunities, including a 131 hectare site in the
North Docks in Hartlepool for which a major proposal has been developed for a mixed-use urban scheme;

PD Ports’ other businesses include PD Logistics, offering warehousing, distribution and freight forwarding services from several UK locations, and PD Truck and Van, one of the UK’s leading approved Mercedes-Benz truck and van specialists;

PD Ports has an enterprise value of £455m, including £292.5m of securitised debt, of which it is proposed that £47.5m is prepaid on 15 September 2004;

At the placing price of 100p, PD Ports will have a market capitalisation of £175 million.

The Directors believe that the Group is well placed to maintain profitable growth over the medium term;

the Group’s revenues have strong defensive qualities, backed by its role as the statutory harbour authority for the port of Tees and Hartlepool, its high proportion of contracted revenues across a broad customer base, and its stable annual property income; and

the location of the ports of Tees and Hartlepool represents an important strategic benefit as potential customers seek an alternative to the increasingly congested Southern ports.

Group EBITDA for the year to 31 March 2004 was £42.5m (2003: £40.8m), on turnover of £161.1m (2003: £150.6m);
The Board of Directors

On completion, the Group board will comprise David Harding
(Non-executive Chairman), Graham Roberts (Group Chief Executive),
Paul Daffern (Finance Director), Alan Kelsey (Non-executive Director), James Sutcliffe (Non-executive Director) and James Wilding
(Non-executive Director).

Graham Roberts, Group Chief Executive of PD Ports, commented:

“This is an extremely exciting moment for PD Ports plc. We are coming to the market at a time when our recent investments in container facilities and property development, particularly at Hartlepool, should start to deliver growth.

“Our core business continues to generate stable profits and strong cashflow.

“Nikko has been an excellent supportive owner of the business since 2000, and we now look forward to driving PD Ports’ next stage of development and to delivering value to our new shareholders.”

Collins Stewart Limited acted as joint financial advisor, nominated advisor and broker to PD Ports plc; Hawkpoint Partners acted as joint financial advisor to the Company.

For further information, please contact:

PD Ports plc 01642 877200
Graham Roberts,Group Chief Executive
Paul Daffern, Group Finance Director
Martyn Pellew, Group Development Director

Hawkpoint Partners 020 7665 4500
Adrian Williams
David James

Collins Stewart 020 7523 8350
Terry Smith
Kripa Radhakrishnan
Simon Atkinson

Hogarth Partnership 020 7357 9477
John Olsen
Vanessa Orr

Collins Stewart and Hawkpoint Partners are regulated by the
Financial Services Authority and are acting exclusively for the Company and no-one else in connection with the Placing and Admission. Neither
Collins Stewart nor Hawkpoint Partners will regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Collins Stewart or Hawkpoint Partners respectively, nor for providing advice in relation to the transactions and arrangements detailed in this document. Neither Collins Stewart nor Hawkpoint Partners are making any representation or warranty, express or implied, as to the contents of this document.

Paul Daffern, Group Finance Director (left), and Graham Roberts, Group Chief Executive, look at plans for the next phase of development at PD Teesport, the UK's second largest port.

Notes to Editors

1. Transaction structure

The total consideration received by Nikko is comprised of £106 million in cash; the issue of 52.4 million new ordinary shares; and the issue of £14.1 million of convertible bonds.

2. Director biographies

David Harding (Non-executive chairman)

David Harding has been Finance Director of a number of companies during the course of his career, including Railtrack plc(2001-2002), Rugby Group plc (1998-2000), Turner & Newall plc (1995-1998) and Dairy Crest plc (1993-1995). He was appointed Chief Executive of Railtrack plc following the decision of HM Government to place its main subsidiary into Railway Administration. He is currently Deputy Chairman of Coventry Building Society and a non-executive Director of Enterprise Inns plc. He is a member of the Institute of Chartered Management Accountants.

Graham Roberts (Chief Executive)

Graham Roberts joined PD Ports Group at the start of 2002. Graham has extensive experience in the logistics and transport industry. He spent over 25 years at NFC plc, now known as Exel plc, eight years of which he served on the main board. More recently, he spent two years as Chief Executive of airports ground handler Servisair. Graham subsequently joined MTL as Chief Executive, and was responsible for its sale to Arriva plc. In 2000 he was appointed as Chief Executive of London Luton Airport. He joined PD Ports Group as Chief Executive in early 2002. In 2003 he was Tees Valley Business Executive of the year for his work at
PD Ports Group.

Paul Daffern (Finance Director)

Paul Daffern has been Group Finance Director since July 2002. He was previously Finance Director at London Luton Airport where he was part of the management team brought in to restructure the company. Paul’s previous experience is mainly in the automotive and logistics sectors, having held Finance Director posts within NFC plc, now known as Exel plc, and Autoglass. His NFC experience from 1980 to 1988 included the role of Group Finance Director for the distribution group.

Paul was employed by Autoglass on two separate occasions, the first as their European Finance Director (from 1988 to 1991) and then as their UK Finance Director (from 1998 to 2000). From 1991 to 1995, Paul carried out the role of Finance Director for the UK Atomic Energy Authority. He was appointed to the main board on his arrival in 1991 as part of the process of preparing the commercial activities of the organisation for sale.

Alan Kelsey (Non-executive director)

Alan Kelsey has spent much of his career as an investment banker advising companies in the transport sector. He worked for
RBC Dominion Securities, formerly Kitcat & Aitken from 1975-1991 as an equity research analyst for nine years covering the transport sector before moving into senior management positions. He subsequently held senior management positions at Smith New Court and Merrill Lynch. He was an executive Director of National Express plc from 1996 to 1998, responsible for acquisitions and corporate development. He was Managing Director and Co-Head of Corporate Broking at WestLB Panmure for three years until the end of 2001 since when he has worked with a number of public and private companies in an advisory capacity. He is currently Chairman of Kier Baker Holdings and a non-executive Director of
Nord Anglia Education plc.

James Sutcliffe (Non-executive director)

James Sutcliffe has spent his entire working career in the ports and shipping sector. He is Chairman of John Sutcliffe & Son (Grimsby) Ltd, a shipping agency, freight forwarding, logistics and stevedoring business. In 1989 he led the buyout of the Port of Boston as Managing Director, retaining this position until 2000. He additionally became Joint Managing Director of Cleveland Trust plc following its acquisition of the Port of Boston in 1996. Since 2001 he has been Chief Executive of
DCT Gdansk plc which has signed a 60 year lease contract with the Polish Government to build and operate a $200 million deep sea container terminal at Gdansk.

James Wilding (Non-executive director)

James Wilding joined PD Ports Group in 2000 following the financing of the acquisition of Powell Duffryn plc by Nikko Principal Investments Limited. He is a qualified chartered accountant and joined Nikko Principal Investments Limited in 2000.

He was previously a partner at PricewaterhouseCoopers from 1994 to 2000 where he held various audit and corporate recovery positions since 1983.

3. Financial information

For the year ended 31 March 2004, The Group generated EBITDA of £42.5m (2003: £40.8m), an increase of 4.2%, on turnover of £161.1m (2003: £150.6m), an increase of 7.0%.