Coats Group Plc Regulatory News (COA)

17 Jan 2008 11:14

Guinness Peat Group PLC17 January 2008 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. GPG Acquisitions No. 5 Limited (a wholly owned subsidiary of Guinness Peat Group plc) FURTHER RE: CASH OFFER FOR NEWBURY RACECOURSE PLC 17 January 2008 GPG Acquisitions notes the second defence circular, posted on 15 January 2008 byNewbury Racecourse. The new information published therein succeeds only inemphasizing the attractions for Shareholders of GPG's Offer. In particular: 1. Although not highlighted, the circular discloses current independent valuations of Newbury Racecourse's property and business assets and the taxation payable on disposal of its surplus land assuming there were no rollover relief on future reinvestment. On this basis Newbury Racecourse's current pro forma net asset value is £10.55 per Share, some 4 per cent. less than GPG's premium Offer of £11 per Share. 2. The Newbury Board's proposed 10 year property development project, when compared to the alternative of seeking planning consent and then disposing of its surplus land would, even on its own optimistic assumptions, only produce an extra 43 pence per Share, or a very marginal 3.3 per cent. increase. This pales into insignificance when weighed against the risks involved in exposing Newbury Racecourse to the vagaries of the property market for an extended period and diversifying into a new area of operation in which its relevant management experience is meagre. 3. Shareholders should note that, notwithstanding the Newbury Board's rhetoric about the Company's "potential", it remains the case that it has been unable to confirm that the project will produce net returns to Newbury Racecourse, in today's monetary terms, in excess of GPG's criterion of £7 per Share. 4. From the Newbury Board's somewhat evasive comments about current trading, Shareholders can only conclude that for 2007 it will report its fifth consecutive year of operating losses. GPG is more convinced than ever that its premium Offer of £11 cash per NewburyRacecourse Share provides an attractive alternative to the dubious economics andsignificant long term risks associated with the Newbury Board's 10 year development project. Blake Nixon, Chairman of GPG Acquisitions, said: "The £12.84 net asset value perShare put on Newbury in the Company's circular is based on questionable assumptions in respect of future planning consents and the taxation consequencesof a disposal. Taking a less rose-tinted view and making a more realisticadjustment for the existing tax position produces a figure of £10.55 per Share,a discount to the GPG Offer. Far from offering Shareholders any reassurance, thelatest document from Newbury serves only to further undermine confidence in theNewbury Board's ability properly to address the issue of Shareholder value." ENQUIRIES GPG Acquisitions No. 5 Limited Tel: (020) 7484 3370Blake Nixon, Director Strand Partners Limited Tel: (020) 7409 3494Simon Raggett Citigate Dewe Rogerson Tel: (020) 7638 9571Kevin Smith OTHER INFORMATION Terms defined in the document posted to Shareholders on 7 December 2007 containing the formal Offer for Newbury Racecourse have the same meaning in thisannouncement. Copies of the Offer Document, the further circular and the Form of Acceptanceremain available (during normal business hours) from Strand Partners at 26 MountRow, London W1K 3SQ and from the offices of Computershare Investor Services PLC,The Pavilions, Bridgwater Road, Bristol BS99 7NH throughout the period duringwhich the Offer remains open for acceptance. 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 Strand Partners will not regard anyother person as a client in relation to the Offer and will not be responsible toanyone other than GPG Acquisitions for providing the protections affordedexclusively to its clients or for providing advice in relation to the Offer, thecontents of this announcement or any transaction or arrangement referred toherein. The availability of the Offer to persons not resident in and citizens of theUnited Kingdom may be affected by laws of the relevant jurisdictions in whichthey are citizens or in which they are resident. Such Overseas Shareholdersshould inform themselves about, and observe, any applicable legal or regulatoryrequirements of any such relevant jurisdiction. In particular, the Offer is notbeing made, directly or indirectly, in, into or from or by the use of the mailsof or any means or instrumentality (including, without limitation, by means offacsimile transmission, telex, telephone, internet or other forms of electroniccommunication) of interstate or foreign commerce of, or by any facility of anational, state or other securities exchange of, the United States, or in, intoor from Canada or Australia or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction, and the Offerwill not be capable of acceptance by any such use, means, instrumentality orfacility from or within the United States, Canada or Australia or any otherjurisdiction where to do so would constitute a breach of any relevant securitieslaws of that jurisdiction. Accordingly, copies of this announcement and theOffer Document are not being, and must not be, mailed or otherwise distributedor sent in or into or from the United States, Canada or Australia. 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 the related Form of Acceptance, contain the full terms andconditions of the Offer. This information is provided by RNS The company news service from the London Stock Exchange