Coats Regulatory News (COA)

24 Jan 2008 07:00

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. 24 January 2008 Newbury Racecourse PLC ("Newbury" or the "Company") Posting of Letter to Shareholders advising them to reject GPG's Final Offer

The Independent Directors of Newbury Racecourse PLC announce that the following letter has been sent to Shareholders advising them to reject GPG's Final Offer.

"23 January 2008

Dear Shareholder

Set out below is the text of an announcement released by Newbury Racecourse PLC yesterday, which you may not have seen.

"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."

As set out above, I will be writing to you early next week detailing why the Independent Directors continue to advise Shareholders to reject GPG's Increased Offer.

In summary

* GPG's marginally Increased Offer still significantly undervalues your Company and its prospects * Your Board's strategic initiatives are delivering results * The proposed contract with DWH is expected to result in significant value for your Company * The Independent Directors intend to return surplus cash to Shareholders * GPG has failed to put forward a strategy for the operation and future of the Racecourse

In the meantime

* DO NOT accept GPG's marginally Increased Offer; DO NOT give away your share of the upside * DO NOT let GPG take control of your Company `by the back door'; DO NOT let GPG buy ANY of your Shares on the cheap * DO NOT jeopardise the future of quality racing at Newbury

REJECT GPG'S INCREASED OFFER

DO NOT SIGN ANY DOCUMENT OR FORM WHICH GPG OR ITS ADVISERS HAVE SENT, OR SEND, TO YOU.

In the event that you have accepted GPG's Offer but now wish to withdraw your acceptance, please find enclosed a notice of withdrawal for you to complete and return to Computershare by 1.00 p.m. on 5 February 2008.

Yours faithfully,Sir David SieffChairman"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.