22nd Jan 2008 15:35
Not for release, publication or distribution, in whole or in part, in, into or
from the US, Canada or Australia or any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction. 22 January 2008 Newbury Racecourse PLC ("Newbury" or the "Company") Rejection of GPG's Increased Offer
The Independent Directors of Newbury note the announcement released earlier today by Guinness Peat Group plc, including, inter alia, an increase in the level of acceptances of only 0.066 per cent. for its Offer to 6.30 per cent. of the Company's issued share capital as at 1.00 p.m. on 21 January 2008 and proposals to publish a circular later today containing a marginal 4.5 per cent. increased offer of ‚£11.50 per Share (the "Increased Offer").
The Independent Directors urge Newbury Shareholders to reject GPG's Increased Offer as it continues to undervalue significantly the Company and its prospects.
As such, the Independent Directors continue to advise Shareholders to take no action and not to sign any document or form which GPG or its advisers have sent, or send, to them. The Independent Directors will not be accepting the Increased Offer in respect of their own beneficial shareholdings.
The Independent Directors will be writing shortly to Shareholders following publication of GPG's circular.
Terms defined in the circular issued by Newbury to Shareholders on 15 January 2008 (the "Second Circular") have the same meaning where used in this announcement.
Enquiries:
Arbuthnot Securities Limited 020 7012 2000
Tom Griffiths / Richard Tulloch
Hudson Sandler 020 7796 4133
Jessica Rouleau / Michael Sandler
Arbuthnot Securities Limited, which is regulated by the Financial Services Authority, is acting for the Company and no-one else in connection with the matters referred to herein and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Arbuthnot Securities Limited or for giving advice in relation to such matters.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Newbury Racecourse PLC, all "dealings" in any "relevant securities" of Newbury Racecourse PLC (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "Offer Period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Newbury Racecourse PLC, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Newbury Racecourse PLC by GPG Acquisitions No.5 Limited or Newbury Racecourse PLC, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in 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 of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
GUINNESS PEAT GROUP PLCRelated Shares:
Coats