14th Nov 2007 08:47
Guinness Peat Group PLC14 November 2007 Not for release, publication or distribution in whole or in part in, into or from the United States, Canada, Australia, South Africa or Japan or any other jurisdiction where it is unlawful to do so 14 November 2007 NEWBURY RACECOURSE PLC Cash offer to be made by Strand Partners Limited on behalf of GPG Acquisitions No. 5 Limited for the entire issued and to be issued ordinary share capital of Newbury Racecourse PLC SUMMARY • Strand Partners announces a cash offer of £11 per share on behalf of GPG Acquisitions for the entire issued and to be issued share capital of Newbury Racecourse not already held by GPG. The Offer values the existing issued ordinary share capital of Newbury Racecourse at approximately £33.49 million in aggregate. • The Offer represents an opportunity for Newbury Racecourse Shareholders to realise cash at a premium to the highest Closing Price of Newbury Racecourse Shares since the Company's flotation. • As at 13 November 2007, being the last Business Day prior to this announcement, GPG held 629,018 Newbury Racecourse Shares, representing approximately 20.66 per cent. of the Company's existing issued ordinary share capital. • The Offer Price represents a premium of 11.68 per cent. to the Closing Price of £9.85 per Newbury Racecourse Share on 13 November 2007, being the last Business Day prior to the commencement of the Offer Period. • The Offer is conditional on valid acceptances having been received in respect of such number of Newbury Racecourse Shares which, together with the Newbury Racecourse Shares held by GPG, carry 75 per cent. or more of the voting rights normally exercisable at general meetings of Newbury Racecourse. • Newbury Racecourse Shareholders should note that the Offer will, critically, also be conditional on no agreement, arrangement or commitment, or amendment to any existing agreement, having been entered into for the sale or development of any material real estate asset owned by any member of the Newbury Racecourse Group. • Upon the Offer becoming wholly unconditional, GPG intends to take control of the Newbury Racecourse Board and conduct a strategic review of the Company and, in particular, its development plans. Commenting on the Offer, Blake Nixon, Chairman of GPG Acquisitions, said: "Newbury Racecourse is now at the crossroads and we feel unable to support whatwe believe to be ill-considered plans on the part of the Newbury Board to enterprecipitately into agreements that we do not regard as being in the bestinterests of shareholders. We are therefore offering shareholders the opportunity, rather than being locked in to an uncertain future, to realise allor part of their investments at a significant premium to the current marketprice." The Offer Document and, in the case of Newbury Racecourse Shares held incertificated form, the Form of Acceptance, will be posted to Newbury RacecourseShareholders by Strand Partners as soon as practicable. Copies of the OfferDocument and the Form of Acceptance will be available from Strand PartnersLimited at 26 Mount Row, London W1K 3SQ. Enquiries: GPG Acquisitions No. 5 Limited Tel: (020) 7484 3370Blake Nixon, Chairman Strand Partners Limited Tel: (020) 7409 3494Simon Raggett, Chief Executive This summary should be read in conjunction with the full text of thisannouncement set out below. In particular, the Offer is subject to theconditions set out in Appendix I to this announcement and Appendix II containsadditional information relating to the Offer. Certain definitions applythroughout this announcement and your attention is drawn to Appendix III at theend of this announcement where these definitions are set out in full. Strand Partners, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for GPG Acquisitions and noone else in connection with the Offer and will not be responsible to anyoneother than GPG Acquisitions for providing the protections afforded to customersof Strand Partners or for providing advice in relation to the Offer or any othermatter referred to herein. The Offer will not be made, directly or indirectly, in or into, or by the use ofthe mails of, or by any means or instrumentality (including, without limitation,facsimile transmission, telex, telephone, internet, email or other forms ofelectronic communication) of interstate or foreign commerce of, or by anyfacility of a national, state or other securities exchange of, the ExcludedTerritories and will not be capable of acceptance by any such use, means,instrumentality or facility or from within the Excluded Territories. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom and the availability of the Offer to persons notresident in and citizens of the United Kingdom may be restricted by law andtherefore persons in such jurisdictions into which this announcement isreleased, published or distributed should inform themselves about, and observe,any such restrictions. Any failure to comply with these restrictions mayconstitute a violation of the securities laws of the relevant jurisdiction. This announcement does not constitute, or form part of, an offer to sell orpurchase or an invitation to purchase or subscribe for any securities or thesolicitation of an offer to sell, purchase or subscribe for any securities,pursuant to the Offer or otherwise. The Offer will be made solely by way of theOffer Document and, in the case of Newbury Racecourse Shares in certificatedform, the related Form of Acceptance, which will contain the full terms andconditions of the Offer. The statements contained in this announcement are made as at the date of thisannouncement, unless some other time is specified in relation to them, andrelease of this document shall not give rise to any implication that there hasbeen no change in the facts set out in this announcement since such date.Nothing contained in this announcement shall be deemed to be a forecast,projection or estimate of future financial performance, except where otherwisestated. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of"relevant securities" of Newbury Racecourse, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the Business Day followingthe date of the relevant transaction. This requirement will continue until thedate on which the Offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the Offer Periodotherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Newbury Racecourse, they will be deemed to be a single person forthe purpose of Rule 8.3 of the Code. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Newbury Racecourse by GPG Acquisitions or Newbury Racecourse, orby any of their respective "associates", must also be disclosed by no later than12.00 p.m. (London time) on the Business Day following the date of the relevanttransaction. A disclosure table giving details of the companies in whose"relevant securities" "dealings" should be disclosed, and the number of suchsecurities in issue, can be found on the Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when aperson has long economic exposure, whether conditional or absolute, to changesin the price of securities. In particular, a person will be treated as having an"interest" by virtue of the ownership or control of securities, or by virtue ofany option in respect of, or derivative referenced to, securities. Terms inquotation marks are defined in the Code, which can also be found on the Panel'swebsite. If you are in any doubt as to whether or not you are required todisclose a "dealing" under Rule 8 of the Code, you should consult the Panel. Not for release, publication or distribution in whole or in part in, into or from the United States, Canada, Australia, South Africa or Japan or any other jurisdiction where it is unlawful to do so 14 November 2007 NEWBURY RACECOURSE PLC Cash offer to be made by Strand Partners Limited on behalf of GPG Acquisitions No. 5 Limited for the entire issued and to be issued ordinary share capital of Newbury Racecourse PLC 1. Introduction Strand Partners announces the terms of a cash offer, to be made by StrandPartners on behalf of GPG Acquisitions, to acquire the entire issued and to beissued ordinary share capital of Newbury Racecourse at a price of £11 per share.The Offer values the existing issued ordinary share capital of NewburyRacecourse at approximately £33.49 million in aggregate. As at 13 November 2007, being the last Business Day prior to this announcement,GPG held 629,018 Newbury Racecourse Shares, representing approximately 20.66 percent. of the Company's existing issued ordinary share capital. 2. The Offer The Offer, which will be made on and subject to the terms and conditions set outor referred to in Appendix I to this announcement and the further terms andconditions set out in the Offer Document (and, in the case of Newbury RacecourseShares held in certificated form, in the Form of Acceptance) will comprise: for each Newbury Racecourse Share £11 in cash The Offer Price represents a premium of approximately 11.68 per cent. to theClosing Price of £9.85 per Newbury Racecourse Share on 13 November 2007, beingthe last Business Day prior to the commencement of the Offer Period. The OfferPrice also represents a premium to the highest Closing Price of NewburyRacecourse Shares since the Company's flotation. The Newbury Racecourse Shares to which the Offer relates will be acquired by GPGAcquisitions free from all liens, equitable interests, mortgages, charges,encumbrances, rights of pre-emption and other third party rights or interests ofany nature whatsoever and together with all rights now or hereafter attaching tothem, including all voting rights and the right to receive and retain alldividends and other distributions (if any) declared, made or paid on or afterthe date of this announcement. The Offer extends to any Newbury Racecourse Shares in issue or unconditionallyallotted and fully paid (or credited as fully paid) on the date on which theOffer is made and to any further Newbury Racecourse Shares unconditionallyallotted or issued fully paid (or credited as fully paid) while the Offerremains open for acceptance (or by such earlier date as GPG Acquisitions may,subject to the City Code or with the consent of the Panel, determine, not beingearlier than (a) the date on which the Offer becomes or is declaredunconditional in all respects and (b) if later, the first closing date of theOffer). The Offer is conditional on valid acceptances having been received in respect ofsuch number of Newbury Racecourse Shares which, together with the NewburyRacecourse Shares held by GPG, carry 75 per cent. or more of the voting rightsnormally exercisable at general meetings of Newbury Racecourse. Newbury Racecourse Shareholders should note that the Offer will also beconditional on no agreement, arrangement or commitment, or amendment to anyexisting agreement, having been entered into for the sale or development of anymaterial real estate asset owned by any member of the Newbury Racecourse Group.See paragraph 3 below for more information on the reasons behind this condition,which is set out in full in paragraph 10 of Appendix I to this announcement. The Offer Document containing the full terms and conditions of the Offer will beposted to Newbury Racecourse Shareholders in due course. 3. Background to and reasons for the Offer GPG is Newbury Racecourse's largest shareholder and, since its initialinvestment some thirteen years ago, has been supportive of the Company. Over theperiod GPG has played a substantial role in the raising of capital by NewburyRacecourse. In July 2006, the Newbury Board announced a strategy to transform the Companyinto a leisure, hospitality, entertainment and events business. A requirementwas outlined for some £45m in expenditure on infrastructure and facilities,including a bridge across the adjacent railway line, and the relocation of manyexisting buildings as well as the golf course. Integral to these plans was therelease of the Company's substantial surplus land for residential development. GPG's involvement in Newbury Racecourse has been predicated on the two keyelements of the Company's business: the operation of its prestigious racecourseand its large holding of property surplus to racecourse requirements. GPGregards the successful development of each as essential to a satisfactoryoutcome for Newbury Racecourse Shareholders. GPG has a number of fundamental concerns about the proposed new strategy for theCompany, and no faith that - as currently contemplated - it would provebeneficial to shareholder value. In consequence, GPG has indicated to theNewbury Board that it could not support the mooted land sale, together with theassociated heavy capital expenditure, unless the project could meet thecriterion of generating cash inflows to the Company, net of tax and necessaryexpenditure (in particular in respect of essential racing infrastructure),equivalent, in today's monetary terms, to at least £7 per share (approximately£21.31 million in aggregate). Given nearly 50 acres of land would be sold, thisminimum criterion is not regarded by GPG as particularly onerous. Nevertheless,the Newbury Board has been unable to confirm that such a net inflow would beachieved. The redevelopment project, allied to the Company's continuing loss makingperformance, has caused Newbury Racecourse to run up net debt of approximately£4.91 million as at 31 December 2006. It is GPG's strong belief that thebusiness is suffering from an insufficiently proprietorial approach. Furthermore, it is increasingly likely that, despite GPG's concerns having beingraised with the Company, the Newbury Board will imminently be in a position toenter into binding development contracts to implement its ill-considered plans.These plans, amongst other things, are likely to involve Newbury Racecourse,notwithstanding its paucity of relevant management experience, being tied intothe new redevelopment partnership for at least 10 years. In light of this, GPGhas been obliged to act to protect its investment by making the Offer, whichwill afford Newbury Racecourse Shareholders the opportunity - as an alternativeto the Newbury Board's new strategy - to accept a premium offer for theirNewbury Racecourse Shares. Following the Offer becoming or being declared unconditional in all respects,GPG will appoint to the Newbury Board nominees sufficient in number to comprisea majority. The reconstituted Newbury Board will immediately thereafter conducta comprehensive strategic review of the Company. Ensuring the appropriateapproach is adopted for Newbury Racecourse's surplus property is the crucialfactor behind the making of the Offer. For the reasons set out above, Newbury Racecourse Shareholders should note thatthe Offer will be conditional on no agreement, arrangement or commitment, oramendment to any existing agreement, having been entered into for the sale ordevelopment of any material real estate asset owned by any member of the NewburyRacecourse Group. GPG Acquisitions considers that any such action would be ofmaterial significance to it in the context of the Offer. Given the chronically poor operating performance of the Company, its weakenedfinancial position and what GPG considers to be the inherently speculativenature of the strategy the current Newbury Board proposes to commit NewburyRacecourse Shareholders to for the long term, GPG believes that Newbury is at acrossroads. The Offer also provides Newbury Racecourse Shareholders with afurther alternative: of GPG assuming control of the business for the benefit ofall remaining shareholders. In view of the circumstances of the Offer, GPG doesnot expect to receive a formal recommendation of the Offer from the NewburyBoard. GPG strongly believes the Offer, which provides the certainty of cash at a 11.68per cent. premium to the Closing Price of £9.85 per Newbury Racecourse Share on13 November 2007, merits serious and immediate consideration by NewburyRacecourse Shareholders. 4. Information on Newbury Racecourse Newbury Racecourse is a UK-based public company that is quoted on the PLUSmarket, a market operated by Plus Markets plc. The Company owns and operates an equestrian racecourse in Newbury, South WestEngland. Newbury Racecourse held 27 days racing in 2006 (2005: 27 days). Inaddition to racing activities, Newbury Racecourse operates a conference andevents centre, a 9-hole golf course and a children's nursery. For the year ended 31 December 2006, the Company's consolidated turnover was£5.76m (2005: £6.00m) and it sustained an operating loss before exceptionalitems of £1.04m (2005: loss £0.28m). The loss before tax was £2.64m (2005:profit £0.64m). Shareholders' funds at 31 December 2006 were £13.41m. For the six months ended 30 June 2007, the Company's consolidated turnover was£2.59m (2006: £2.32m) and it sustained an operating loss before exceptionalitems of £0.79m (2005: loss £0.46m). The loss before tax was £1.37m (2005: loss£0.53m). Shareholders' funds at 30 June 2007 were £12.14m. Further information relating to Newbury Racecourse will be set out in the OfferDocument to be posted to Newbury Racecourse Shareholders in due course. 5. Information on the GPG Group GPG Acquisitions is a private limited company registered in England and Walesand a wholly-owned subsidiary of GPG plc, which is listed on the main boards ofthe London Stock Exchange, the Australian Securities Exchange and the NewZealand Stock Exchange. GPG plc is an investment company with a diversified range of strategicinvestments in a number of businesses, mainly located in the UK and Australasia.GPG plc makes selective investments, predominantly in public companies, for thepurpose of enhancing and realising additional value by means of the appropriatelevels of shareholder influence and control. For the year ended 31 December 2006, GPG plc's consolidated turnover was £1,356million (2005: £1,195 million) and profit before taxation from continuingoperations was £36 million (2005: £79 million). Net assets at 31 December 2006were £968 million. 6. Newbury Racecourse directors, management and employees Following the Offer becoming or being declared unconditional in all respects: • GPG will remain strongly committed to the operation of the Newbury racecourse for the foreseeable future; • GPG's strategic plans for Newbury Racecourse's other assets, including fixed assets, will depend upon the outcome of a thorough post acquisition strategic review. GPG has no reason to believe that its strategic plans for Newbury Racecourse will significantly impact upon the employment of Newbury Racecourse's employees; • GPG believes that it can provide the requisite proprietorial approach to ensure the value of Newbury's existing assets is not significantly eroded by the existing Newbury Board's proposed strategy; and • the existing employment rights, including pension rights, of all the executive directors, management and employees of Newbury Racecourse will be safeguarded. 7. Disclosure of interests in Newbury Racecourse As at 13 November 2007 (being the last Business Day prior to the publication ofthis announcement), neither GPG Acquisitions nor any other member of the GPGGroup (nor, so far as GPG Acquisitions is aware, any person acting or deemed tobe acting in concert with it) owned or controlled any Newbury Racecourse Sharesor had any options to acquire any Newbury Racecourse Shares, save for the629,018 Newbury Racecourse Shares referred to in paragraph 1 above (which areheld by GPG Holdings). 8. Compulsory acquisition, cancellation of trading and re-registration If the Offer becomes or is declared wholly unconditional and GPG Acquisitionsreceives acceptances under the Offer in respect of, and/or GPG otherwiseacquires, 90 per cent. or more of the Newbury Racecourse Shares to which theOffer relates, GPG Acquisitions intends to exercise its rights pursuant to theprovisions of sections 974 to 991 (inclusive) of the Companies Act 2006 toacquire compulsorily any remaining Newbury Racecourse Shares to which the Offerrelates on the same terms as the Offer. If the Offer becomes or is declared wholly unconditional and GPG Acquisitionsreceives acceptances under the Offer in respect of Newbury Racecourse Shareswhich, together with any Newbury Racecourse Shares acquired or agreed to beacquired before or during the Offer, will result in GPG holding NewburyRacecourse Shares carrying, in aggregate, 75 per cent. or more of the votingrights then normally exercisable at general meetings of Newbury Racecourse, GPGAcquisitions intends to procure the making of an application by the Company assoon as it is appropriate to withdraw the Newbury Racecourse Shares from thePLUS market and to re-register Newbury Racecourse as a private limited companyunder the applicable statutory provisions. 9. Financing of the Offer Strand Partners is satisfied that the necessary financial resources areavailable to GPG Acquisitions for it to implement the Offer in full. Fullacceptance of the Offer would require a cash payment of approximately £26.57million by GPG Acquisitions, which will be funded out of GPG's cash resources.Further details of the financing arrangements will be set out in the OfferDocument. 10. Newbury Racecourse Share Scheme The Offer will extend to any Newbury Racecourse Shares which are unconditionallyallotted or issued fully paid (or credited as fully paid) upon the exercise ofoptions granted under the Newbury Racecourse Share Scheme while the Offerremains open for acceptance (or by such earlier date as GPG Acquisitions may,subject to the City Code or with the consent of the Panel, determine, not beingearlier than (a) the date on which the Offer becomes or is declaredunconditional in all respects and (b) if later, the first closing date of theOffer). In the event that the Offer becomes or is declared unconditional in allrespects, GPG Acquisitions will write to participants in the Newbury RacecourseShare Scheme to inform them of the effect of the Offer on their rights under theNewbury Racecourse Share Scheme and to set out appropriate proposals to be madein respect of their options. Enquiries: GPG Acquisitions No. 5 Limited Tel: (020) 7484 3370Blake Nixon, Director Strand Partners Limited Tel: (020) 7409 3494Simon Raggett This announcement does not constitute, or form part of, an offer to sell orpurchase or an invitation to purchase or subscribe for any securities or thesolicitation of an offer to sell, purchase or subscribe for any securities,pursuant to the Offer or otherwise. The Offer will be made solely by way of theOffer Document and, in the case of Newbury Racecourse Shares in certificatedform, the related Form of Acceptance. The full terms and conditions of the Offer (including details of how the Offermay be accepted) will be set out in the Offer Document and, in the case ofNewbury Racecourse Shares in certificated form, the related Form of Acceptance.In deciding whether or not to accept the Offer in relation to their NewburyRacecourse Shares, Newbury Racecourse Shareholders should rely only on theinformation contained, and procedures described, in the Offer Document and, inthe case of Newbury Racecourse Shares in certificated form, the related Form ofAcceptance. Newbury Racecourse Shareholders are strongly advised to read theOffer Document posted to them in due course, which contains importantinformation. Strand Partners, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for GPG Acquisitions and noone else in connection with the Offer and will not be responsible to anyoneother than GPG Acquisitions for providing the protections afforded to customersof Strand Partners or for providing advice in relation to the Offer or any othermatter referred to herein. The Offer will not be made, directly or indirectly, in or into, or by the use ofthe mails of, or by any means or instrumentality (including, without limitation,facsimile transmission, telex, telephone, internet, email or other forms ofelectronic communication) of interstate or foreign commerce of, or by anyfacility of a national, state or other securities exchange of, theinstrumentality or facility or from within the Excluded Territories. The release, publication or distribution of this announcement in jurisdictionsother the United Kingdom and the availability of the Offer to persons notresident in and citizens of the United Kingdom may be restricted by law andtherefore persons in such jurisdictions into which this announcement isreleased, published or distributed should inform themselves about, and observe,any such restrictions. Any failure to comply with these restrictions mayconstitute a violation of the securities laws of the relevant jurisdiction. The statements contained in this announcement are made as at the date of thisannouncement, unless some other time is specified in relation to them, andrelease of this document shall not give rise to any implication that there hasbeen no change in the facts set out in this announcement since such date.Nothing contained in this announcement shall be deemed to be a forecast,projection or estimate of future financial performance, except where otherwisestated. This announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerningNewbury Racecourse or GPG Acquisitions. Generally, the words "anticipate","believe", "continue", "estimate", "expect", "forecast", "intend", "may","plan", "project", "should" and "will" or similar expressions identifyforward-looking statements. Such statements reflect the relevant company'scurrent views with respect to future events and are subject to risks anduncertainties that could cause the actual results to differ materially fromthose expressed in the forward-looking statements. Many of these risks anduncertainties relate to factors that are beyond the companies' abilities tocontrol or estimate precisely, such as changes in general economic and businessconditions, changes in currency exchange rates and interest rates, lack ofacceptance of new exchange rates and interest rates, introduction of competingproducts or services, lack of acceptance of new products or services, changes inbusiness strategy and the behaviour of other market participants and thereforeundue reliance should not be placed on such statements. No party intends to, norassumes any obligation to, update these forward-looking statements, except asrequired pursuant to applicable law. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of"relevant securities" of Newbury Racecourse, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the Business Day followingthe date of the relevant transaction. This requirement will continue until thedate on which the Offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the Offer Periodotherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Newbury Racecourse, they will be deemed to be a single person forthe purpose of Rule 8.3 of the Code. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Newbury Racecourse by GPG Acquisitions or Newbury Racecourse, orby any of their respective "associates", must also be disclosed by no later than12.00 p.m. (London time) on the Business Day following the date of the relevanttransaction. A disclosure table giving details of the companies in whose"relevant securities" "dealings" should be disclosed, and the number of suchsecurities in issue, can be found on the Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when aperson has long economic exposure, whether conditional or absolute, to changesin the price of securities. In particular, a person will be treated as having an"interest" by virtue of the ownership or control of securities, or by virtue ofany option in respect of, or derivative referenced to, securities. Terms inquotation marks are defined in the Code, which can also be found on the Panel'swebsite. If you are in any doubt as to whether or not you are required todisclose a "dealing" under Rule 8 of the Code, you should consult the Panel. APPENDIX I Conditions and further terms of the Offer The Offer, which will be made by Strand Partners on behalf of GPG Acquisitions,will be subject to the terms and conditions to be set out in full in the OfferDocument and, in the case of Newbury Racecourse Shares held in certificatedform, the Form of Acceptance, including the following conditions and terms: 1. valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as GPG Acquisitions may, subject to the rules of the City Code or with the consent of the Panel, decide) in respect of Newbury Racecourse Shares which, together with any Newbury Racecourse Shares acquired or agreed to be acquired before or during the Offer, will result in GPG Acquisitions and any person acting in concert with it holding Newbury Racecourse Shares carrying, in aggregate, 75 per cent. (or such lesser percentage as GPG Acquisitions may decide) or more of the voting rights then normally exercisable at general meetings of Newbury Racecourse, provided that this condition will not be satisfied unless GPG Acquisitions and persons acting in concert with it have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Newbury Racecourse Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at general meetings of Newbury Racecourse; and for the purpose of this condition: (a) "the voting rights then normally exercisable at general meetings of Newbury Racecourse" shall include (to the extent, if any, required by the Panel) any such voting rights attaching to Newbury Racecourse Shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding conversion, option or subscription rights or otherwise; and (b) Newbury Racecourse Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon issue; 2. no Third Party having decided to take, institute or implement any action, proceeding, suit, investigation, enquiry or reference or having made, proposed or enacted any statute, regulation or order or having withheld any consent or having done or decided to do anything which would or might be expected to: (a) make the Acquisition or its implementation, or the acquisition or the proposed acquisition by GPG of any shares in, or control of, Newbury Racecourse or any of the assets of Newbury Racecourse void, illegal or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, revoke, prohibit, restrict or delay the same or impose additional or different conditions or obligations with respect thereto or otherwise challenge or interfere therewith; (b) require, prevent or materially delay a divestiture by any member of the Wider GPG Group of any shares in Newbury Racecourse; (c) require, prevent or delay the divestiture by any member of the Wider GPG Group or by any member of the Wider Newbury Racecourse Group of all or any portion of their respective businesses, assets (including, without limitation, the shares or securities of any other member of the Newbury Racecourse Group) or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or own their respective assets or properties or any part thereof; (d) impose any limitation on or result in a delay in the ability of any member of the GPG Group to acquire, or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares (or the equivalent) in, or to exercise voting or management control over, Newbury Racecourse or any member of the Wider Newbury Racecourse Group or on the ability of any member of the Wider Newbury Racecourse Group to hold or exercise effectively, directly or indirectly, rights of ownership of shares (or the equivalent) in, or to exercise rights of voting or management control over, any other member of the Wider Newbury Racecourse Group; (e) require any member of the Wider GPG Group or any member of the Wider Newbury Racecourse Group to acquire or offer to acquire any shares or other securities (or the equivalent) in any member of the Wider Newbury Racecourse Group or any interest in any asset owned by any third party; (f) impose any limitation on the ability of any member of the Newbury Racecourse Group to integrate or co-ordinate its business, or any part of it, with the businesses of any other member of the Wider Newbury Racecourse Group; (g) impose any limitation on any member of the Wider Newbury Racecourse Group on its ability, or result in any member of the Wider Newbury Racecourse Group ceasing to be able, to carry on business in any jurisdiction in which it presently does so; (h) cause any member of the Wider Newbury Racecourse Group to be restricted in having the benefit of, or to cease to be entitled to, any Authorisation used by it in the carrying on of its business; or (i) otherwise adversely affect the business, profits, assets, liabilities, financial or trading position of any member of the Wider Newbury Racecourse Group; 3. all necessary notifications and filings having been made, all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction in which Newbury Racecourse or any subsidiary or subsidiary undertaking of Newbury Racecourse is incorporated or carries on business having expired, lapsed or having been terminated (as appropriate) and all statutory or regulatory obligations in any jurisdiction in which Newbury Racecourse or a subsidiary shall be incorporated or carries on business having been complied with, in each case, in connection with the Acquisition or its implementation, and all such Authorisations deemed necessary by GPG Acquisitions for or in respect of the Acquisition having been obtained on terms and in a form reasonably satisfactory to GPG Acquisitions from all appropriate Third Parties and all such Authorisations remaining in full force and effect and there being no written notice of an intention to revoke or vary or not to renew the same in each case at the time at which the Acquisition becomes otherwise unconditional; 4. all applicable waiting periods and any other time periods during which any Third Party could, in respect of the Acquisition or the acquisition or proposed acquisition of any shares or other securities (or the equivalent) in, or control of, Newbury Racecourse or any member of the Wider Newbury Racecourse Group by GPG, institute or implement under the laws of any jurisdiction any action, proceedings, suit, investigation, enquiry or reference having expired; 5. there being no provision of any authorisation, arrangement, agreement, licence, permit, franchise, facility, lease or other instrument to which any member of the Wider Newbury Racecourse Group is a party or by or to which any such member or any of its respective assets are bound, entitled or subject and which, in consequence of the Acquisition or the acquisition or proposed acquisition by GPG of any shares or other securities (or the equivalent) in Newbury Racecourse or control of Newbury Racecourse or any member of the Newbury Racecourse Group or because of a change in the control or management of Newbury Racecourse or otherwise, would or might result in: (a) any monies borrowed by, or any indebtedness or liability (actual or contingent) of, or any grant available to any member of the Wider Newbury Racecourse Group being or becoming, or becoming capable of being or becoming declared, repayable immediately or prior to their or its stated maturity or repayment date, or the ability of any member of the Wider Newbury Racecourse Group to borrow monies or incur any indebtedness being or becoming withdrawn, prohibited or inhibited; (b) the creation or enforcement of any mortgage, charge or other security interest wherever existing or having arisen over the whole or any part of the business, property or assets of any member of the Wider Newbury Racecourse Group or any such mortgage, charge or other security interest becoming enforceable or being enforced; (c) any such authorisation, arrangement, agreement, licence, permit, franchise, facility, lease or other instrument or the rights, liabilities, obligations or interests of any member of the Wider Newbury Racecourse Group thereunder, or the business of any such member with any person, firm or body (or any arrangement or arrangements relating to any such interest or business), being terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder; (d) any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Newbury Racecourse Group being or falling to be disposed of or charged or ceasing to be available to any member of the Wider Newbury Racecourse Group or any right arising under which any such asset or interest would be required to be disposed of or charged or would cease to be available to any member of the Wider Newbury Racecourse Group otherwise than in the ordinary course of business; (e) any member of the Wider Newbury Racecourse Group being restricted in its ability, or ceasing to be able, to carry on business in the manner it is currently conducted or under any name under which it presently does so; (f) the value of, or financial or trading position or prospects of, any member of the Wider Newbury Racecourse Group being prejudiced or adversely affected; or (g) the creation of any liability or liabilities (actual or contingent) by any member of the Wider Newbury Racecourse Group, and no event having occurred which, under any provision of any such authorisation, arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Newbury Racecourse Group is a party or by or to which any such member or any of its assets may be bound or subject, could result in any of the events or circumstances referred to in paragraphs (a) to (g) of this paragraph 5; 6. since 31 December 2006, other than as disclosed in the annual report and accounts of Newbury Racecourse for the year ended on that date or as publicly announced by or on behalf of Newbury Racecourse on or prior to 1 November 2007: (a) no member of the Wider Newbury Racecourse Group having recommended, declared, paid or made, or proposed the recommendation, declaration, paying or making of, any dividend, bonus or other distribution whether in cash or otherwise; (b) no member of the Wider Newbury Racecourse Group having issued, or authorised or proposed or agreed the issue or grant of, additional shares of any class or securities convertible into, or rights over, such shares or convertible securities or purchased, redeemed, repaid, reduced or reclassified any part of its share capital or proposed or announced an intention to do so or make any other change to its share capital; (c) no member of the Wider Newbury Racecourse Group having authorised, issued, or proposed the issue of, any debentures or incurred or increased any indebtedness or contingent liability; (d) there having been no adverse change or deterioration of the businesses, financial or trading position or profits or prospects of any member of the Wider Newbury Racecourse Group; (e) no member of the Wider Newbury Racecourse Group having merged or demerged with any body corporate or acquired or disposed of or transferred (in each case otherwise than in the ordinary course of trading) any material assets (including shares in subsidiaries, associates and trade investments and interests in real property) or made any change in its share or loan capital, or implemented or authorised or proposed a reconstruction, amalgamation, commitment or scheme of arrangement, or authorised or proposed or announced any intention to propose any merger, demerger, acquisition, disposal, transfer, reconstruction, amalgamation, commitment, scheme of arrangement or change as aforesaid; (f) no litigation or arbitration proceedings, prosecution, investigation or other legal proceedings to which any member of the Wider Newbury Racecourse Group is or might become a party (whether as claimant, respondent or otherwise) having been instituted or threatened or remaining outstanding which have not subsequently been irrevocably or unconditionally withdrawn with the relevant member of the Wider Newbury Racecourse Group being released from all liability in relation to the subject matter of the claim or action to which it is a party; (g) no contingent liability having arisen which might be reasonably likely to affect adversely any member of the Wider Newbury Racecourse Group; (h) no member of the Wider Newbury Racecourse Group having entered into or varied or terminated or authorised, proposed or announced its intention to enter into or vary or terminate any contract (including any guarantee), transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is not in the ordinary course of business or is of a long-term or unusual or onerous nature or magnitude or which would be restrictive of the business of any member of the Wider Newbury Racecourse Group or involves or would be likely to involve an obligation of a nature or magnitude which is other than in the ordinary course of business; (i) save in the ordinary course of business no member of the Wider Newbury Racecourse Group having mortgaged, charged, encumbered or created any other security interest over the whole or any part of the business, property or assets of the Wider Newbury Racecourse Group or over any right, title or interest in any such assets; (j) no member of the Wider Newbury Racecourse Group having entered into or varied or agreed or offered (such offer remaining open for acceptance) to enter into or vary the terms of any service agreement with any of the directors or senior executives of any member of the Newbury Racecourse Group; (k) no member of the Wider Newbury Racecourse Group having taken any corporate action for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer or had any such person appointed in respect of all or any of its assets and revenues or any analogous proceedings or steps in any jurisdiction having been taken or for the appointment of any analogous person in any jurisdiction; (l) no member of the Wider Newbury Racecourse Group having been, or admitted in writing that it is, unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a material part of its business; (m) no member of the Wider Newbury Racecourse Group having entered into any contract, transaction or arrangement which would be restrictive on the scope of its business or any part of its business; (n) no member of the Wider Newbury Racecourse Group having waived or compromised any claim otherwise than in the ordinary course of business; (o) no member of the Wider Newbury Racecourse Group having made any amendments or variations to its memorandum or articles of association or other constitutional documents; (p) no member of the Wider Newbury Racecourse Group having sold, assigned or otherwise disposed of any property or any rights to or interests in any property currently owned or occupied by it; (q) no member of the Wider Newbury Racecourse Group having made or agreed to any change to the terms of the trust deeds constituting the pension schemes established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined, or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to any change to the trustees involving the appointment of a trust corporation; (r) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence, consent, permit, access right or other authorisation held by any member of the Wider Newbury Racecourse Group which is necessary for the proper carrying on of its business; (s) permitted a variation of or otherwise improved the terms or rules governing the Newbury Racecourse Share Scheme; (t) no member of the Wider Newbury Racecourse Group having proposed or entered into any contract, agreement, arrangement or commitment with respect to any of the transactions or events referred to in this paragraph 6; and (u) no member of the Wider Newbury Racecourse Group having passed any resolution in general meeting or made any offer (which remains open for acceptance) to sanction, approve, or implement any such issue, merger, de-merger, acquisition, disposal, change, transaction, contract or commitment or otherwise as is referred to in this paragraph 6; 7. GPG Acquisitions not having discovered: (a) that any financial, business or other information about Newbury Racecourse as contained in the information disclosed publicly from time to time by or on behalf of Newbury Racecourse, whether in the context of the Offer or otherwise, is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not materially misleading and such information has not been corrected by a subsequent announcement on or prior to 1 November 2007; or (b) that Newbury Racecourse is subject to any liability, contingent or otherwise, which is not disclosed in the annual report and accounts of Newbury Racecourse for the year ended 31 December 2007 and which would or could reasonably be expected to affect materially and adversely the business of Newbury Racecourse; 8. except as disclosed in the annual report and accounts of Newbury Racecourse for the year ended 31 December 2006 or as publicly announced by or on behalf of Newbury Racecourse on or prior to 1 November 2007, no member of the Newbury Racecourse Group being in default under the terms or conditions of any facility or agreement or arrangement for the provision of loans, credit or drawdown facilities, or of any security, surety or guarantee in respect of any facility or agreement or arrangement for the provision of loans, credit or drawdown facilities to any member of the Newbury Racecourse Group; 9. except as disclosed in the annual report and accounts of Newbury Racecourse for the year ended 31 December 2006 or as publicly announced by or on behalf of Newbury Racecourse on or prior to 1 November 2007, GPG Acquisitions not having discovered in relation to any release, emission, discharge, disposal or other fact or circumstance which has caused or reasonably might impair the environment or harm human health: (a) that any member of the Wider Newbury Racecourse Group is subject to any material liability, contingent or otherwise; (b) that any past or present member of the Wider Newbury Racecourse Group has acted in violation of any laws, statutes, regulations, notices or other legal or regulatory requirements of any Third Party; (c) that there is, or is likely to be, any liability, whether actual or contingent, to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Newbury Racecourse Group, or any controlled waters, under any environmental legislation, regulation, notice, circular, order or other lawful requirement (whether by formal notice or order or not) of any Third Party or otherwise; or (d) that circumstances exist at the date the Offer is made which are likely to result in any actual or contingent liability to any member of the Wider Newbury Racecourse Group under any applicable legislation referred to in sub-paragraph (c) above to improve or modify existing or install new plant, machinery or equipment or to carry out any changes in the processes currently carried out; and 10. since 31 December 2006, other than as disclosed in the annual report and accounts of Newbury Racecourse for the year ended on that date or as publicly announced by or on behalf of Newbury Racecourse on or prior to 1 November 2007, neither Newbury Racecourse nor any other member of the Newbury Racecourse Group having entered into or entering into any agreement, arrangement or commitment, or amending any existing agreement, with David Wilson Homes Limited or any other member of the Barratt Developments PLC group of companies, or any other third party: (a) for the disposal of all or any part of or any interest in any real estate asset of Newbury Racecourse or any other member of the Newbury Racecourse Group (including without limitation any sale, assignment, novation, lease or licence of or option over all or any part of or any interest in any such asset or any sale or transfer of any shares, other securities or interests in or rights over any corporation, firm, partnership or other entity holding any such asset) other than immaterial assets or interests in immaterial assets disposed of in the ordinary course of business; (b) in relation to any joint venture, partnership, development, construction or other similar agreement or arrangement relating to all or any part of or any interest in any asset referred to in paragraph 10(a) above; or (c) relating to, or which may lead to, any of the matters referred to in paragraphs 10(a) and 10(b) above.11. For the purposes of the conditions set out above: (i) "parent undertaking", "associated undertaking" and "undertaking" have the meanings given by the European Communities (Companies: Group Accounts) Regulations, 1992; (ii) "substantial interest" means an interest in 20 per cent. or more of the voting equity capital of an undertaking; (iii)"Wider GPG Group" means GPG plc and any of its subsidiaries or subsidiary undertakings or associated companies (including any joint venture, partnership, firm, company or undertaking in which any member of the GPG Group (aggregating their interests) is interested) or any company in which any member of the GPG Group has a substantial interest; and (iv) "Wider Newbury Racecourse Group" means Newbury Racecourse or any of its subsidiaries or subsidiary undertakings or associated companies (including any joint venture, partnership, firm, company or undertaking in which any member of the Newbury Racecourse Group (aggregating their interests) is interested) or any company in which any member of the Newbury Racecourse Group has a substantial interest. The conditions above are inserted for the benefit of GPG Acquisitions and noNewbury Racecourse Shareholder shall be entitled to waive any of the conditions.Each condition shall be regarded as a separate condition and shall not belimited by reference to any other condition. Subject to the requirements of the Panel, GPG Acquisitions reserves the right towaive, in whole or in part, all or any of conditions 2 to 10 inclusive. TheOffer will lapse unless the conditions set out in 2 to 10 above are fulfilled or(if capable of waiver) waived by GPG Acquisitions or, where appropriate, havebeen determined by GPG Acquisitions to be or to remain satisfied no later thanmidnight on the day which is 21 days after the later of the first closing dateand the date of the Offer on which the Offer becomes or is declaredunconditional as to acceptances, or such later date as GPG Acquisitions may,with the consent of the Panel, decide. GPG Acquisitions shall be under no obligation to waive or treat as fulfilled anyof conditions 2 to 10 inclusive by a date earlier than the latest date specifiedabove for the fulfillment thereof notwithstanding that the other conditions ofthe Offer may at such earlier date have been waived or fulfilled and that thereare at such earlier date no circumstances indicating that any of such conditionsmay not be capable of fulfillment. The Offer will lapse if the proposed acquisition of Newbury Racecourse by GPGAcquisitions is referred to the Competition Commission before 1.00 p.m. (Londontime) on the first closing date or the time and date on which the Offer becomesor is declared unconditional as to acceptances, whichever is the later. If GPG Acquisitions is required by the Panel to make an offer for NewburyRacecourse under Rule 9 of the Code, GPG Acquisitions may make such alterationsto the conditions of the Offer set out above as are necessary to comply withthat rule. In circumstances where the Offer lapses, the Offer will cease to be capable offurther acceptances and persons accepting the Offer and GPG Acquisitions willcease to be bound by acceptances delivered on or before the date on which theOffer so lapses. The Newbury Racecourse Shares which are the subject of the Offer will beacquired under the Offer fully paid and free from all liens, equities, charges,encumbrances, rights of pre-emption and any other third party rights orinterests of any nature whatsoever and together with all rights now or hereafterattaching thereto, including the right to receive and retain in full alldividends and other distributions declared, made or paid (if any) on or after 14November 2007. APPENDIX II Bases and Sources In this announcement, unless otherwise stated or the context otherwise requires,the following bases and sources have been used: 1. General Financial information relating to Newbury Racecourse has been extracted from therelevant published statutory annual report and financial statements of NewburyRacecourse and/or public statements made by Newbury Racecourse. 2. Value of the Offer The value of the Offer has been calculated on the basis of 3,044,333 NewburyRacecourse Shares in issue as at the date of this announcement. The Offer valuesthe current issued ordinary share capital of Newbury Racecourse at approximately£33.49 million based on the Offer price of £11 for each Newbury RacecourseShare. 3. Time All the times referred to in this announcement are London times. APPENDIX III Definitions The following definitions apply throughout this announcement unless the contextrequires otherwise: "Australia" the Commonwealth of Australia, its states, territories and possessions; "Acquisition" the acquisition by GPG Acquisitions of Newbury Racecourse to be implemented by way of the Offer; "Authorisation" each authorisation, order, recognition, grant, consent, clearance, confirmation, licence, permission and approval in any jurisdiction; "Business Day" or a day (other than a Saturday, Sunday or a public holiday) on"business day" which clearing banks are generally open for business in the City of London; "Canada" Canada, its provinces and territories and all areas subject to its jurisdiction and any political sub-division thereof; "certificated" or a share or other security which is not in uncertificated form"in certificated (that is, not in CREST);form" "City Code" or the City Code on Takeovers and Mergers;"Code" "Closing Price" the closing middle market quotation of a Newbury Racecourse Share as derived from the PLUS market on any particular day; "Companies Act" the Companies Act 1985; "Companies Act the Companies Act 2006;2006" "CREST" the relevant system (as defined in the Regulations) in respect of which CRESTCo is the Operator (as defined in the Regulations); "CRESTCo" Euroclear UK & Ireland Limited; "Excluded Australia, Canada, Japan, South Africa and the United States;Territories" "Form of the form of acceptance and authority for use in connectionAcceptance" with the Offer accompanying the Offer Document , to be completed by Newbury Racecourse Shareholders who wish to accept the Offer (and "Forms of Acceptance" shall be construed accordingly); "GPG GPG Acquisitions No. 5 Limited, a company registered inAcquisitions" England and Wales with number 6422876 and whose registered office is at First Floor, Times Place, 45 Pall Mall, London SW1W 5GP; "GPG Group" or GPG plc and its direct and indirect subsidiaries and"GPG" subsidiary undertakings; "GPG Holdings" GPG (UK) Holdings plc, a company registered in England and Wales with number 00159975 and whose registered office is at First Floor, Times Place, 45 Pall Mall, London SW1W 5GP and a wholly-owned subsidiary of GPG plc; "GPG plc" Guinness Peat Group plc, a company registered in England and Wales with registered number 00103548 and whose registered office is at First Floor, Times Place, 45 Pall Mall, London SW1W 5GP "Japan" Japan, its cities, prefectures, territories and possessions; "London Stock London Stock Exchange plc;Exchange" "Newbury Board" the board of directors of Newbury Racecourse; "Newbury Newbury Racecourse PLC, a company incorporated in England andRacecourse" or Wales with registered number 00080774 whose registered officethe "Company" is at The Racecourse, Newbury, Berks RG14 7NZ; "Newbury Newbury Racecourse and its direct and indirect subsidiariesRacecourse and subsidiary undertakings from time to time;Group" "Newbury ordinary shares of 10 pence nominal value each in the capitalRacecourse of the Company;Shares" "Newbury the holders, from time to time, of Newbury Racecourse Shares;RacecourseShareholders" "Newbury the Newbury Executive Share Option Scheme;Racecourse ShareScheme" "Offer" the cash offer to be made by Strand Partners on behalf of GPG Acquisitions to acquire all of the issued and to be issued Newbury Racecourse Shares on the terms and subject to the conditions to be set out in the Offer Document and, in case of shares held in certificated form, the Form of Acceptance, including, where the context requires, any subsequent revision, variation, extension or renewal of such offer; "Offer the formal document setting out the full terms and conditionsDocument" of the Offer to be posted to Newbury Racecourse Shareholders in due course; "Offer Period" the period commencing on (and including) 14 November 2007 and ending at 1.00 p.m. on the first closing date of the Offer or, if later, the date on which the Offer becomes, or is declared, unconditional as to acceptances or lapses; "Offer Price" the price of £11 per Newbury Racecourse Share; "Overseas Newbury Racecourse Shareholders who are citizens or residentsShareholders" of countries other than the UK; "Panel" the Panel on Takeovers and Mergers; "Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755); "South Africa" the Republic of South Africa, its possessions and territories and all areas subject to its jurisdiction or any political subdivision thereof; "Strand Strand Partners Limited which is authorised and regulated byPartners" the Financial Services Authority; "subsidiary" and have the meanings given to them by sections 736 and 258"subsidiary (respectively) of the Companies Act;undertaking" "Third Party" a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, including any national anti-trust or merger control authorities, court, tribunal, trade agency, professional association, environmental body or any analogous body whatsoever in any jurisdiction; "uncertificated" a share or other security recorded on the relevant shareor "in register as being held in uncertificated form in CREST anduncertificated title to which, by virtue of the Regulations, may beform" transferred by means of CREST; "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;or "UK" "United States" the United States of America, its territories or possessions,or "USA" any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction; "U.S. Person(s)" a citizen or permanent resident of the United States as defined in Regulation S promulgated under the U.S. Securities Act; "U.S. Securities United States Securities Act of 1933 (as amended).; andAct" "£", "GBP", the lawful currency of the United Kingdom."pence" and"sterling" Any references to any provision of any legislation shall include any amendment,modification, re-enactment or extension thereof. Words importing the singular shall include the plural and vice versa and wordsimporting the masculine shall include the feminine or neutral gender. END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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