Extension of Cash Offer
Guinness Peat Group PLC
22 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.
22 January 2008
Cash Offer
by
Strand Partners Limited
on behalf of
GPG Acquisitions No. 5 Limited
(a wholly owned subsidiary of Guinness Peat Group plc)
for
the entire issued and to be issued ordinary share capital of
NEWBURY RACECOURSE PLC
Third Closing, Increase and Extension of the Offer
Introduction
On 14 November 2007 Strand Partners announced the terms of a cash offer to be
made by it on behalf of GPG Acquisitions to acquire the entire issued and to be
issued ordinary share capital of Newbury Racecourse. The document setting out
the full terms of the Offer (the "Offer Document") was posted to Newbury
Racecourse Shareholders on 7 December 2007.
A further circular was posted to Newbury Racecourse Shareholders by GPG
Acquisitions on 11 January 2008 and, on 14 January 2008, the acceptance
condition under the Offer was lowered from 75 per cent. to over 50 per cent..
Level of acceptances
As at 1.00 p.m. on 21 January 2008, being the third closing date of the Offer,
valid acceptances of the Offer had been received in respect of a total of
191,969 Newbury Racecourse Shares, representing approximately 6.30 per cent. of
the existing issued share capital of Newbury Racecourse.
In addition to these acceptances, GPG holds 629,018 Newbury Racecourse Shares,
representing approximately 20.66 per cent. of the existing issued share capital
of Newbury Racecourse. Consequently, GPG holds or has received valid acceptances
of the Offer in respect of 820,987 Newbury Racecourse Shares in aggregate,
representing approximately 26.97 per cent. of the existing issued share capital
of Newbury Racecourse.
Save as disclosed in this announcement, neither GPG Acquisitions nor any person
acting, or deemed to be acting, in concert with GPG Acquisitions has an interest
in or a right to subscribe for Newbury Racecourse Shares or any short positions
(whether conditional or absolute and whether in the money or otherwise),
including any short positions under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery, in respect of Newbury Racecourse Shares or has borrowed or lent any
Newbury Racecourse Shares during the Offer Period.
Increased offer
Strand Partners, on behalf of GPG Acquisitions, will today be posting a circular
to Newbury Racecourse Shareholders setting out the terms of an increased offer
("Increased Offer") for the entire issued and to be issued share capital of
Newbury Racecourse. The Increased Offer price is £11.50 for each Newbury
Racecourse Share. Further details of the Increased Offer and its terms will be
set out in the circular to be posted to Shareholders.
Extension and further acceptance of the Offer
The Offer, which remains subject to the terms and conditions set out in the
Offer Document, has now been extended and will remain open for acceptance until
the next closing date, which will be 1.00 p.m. on 5 February 2008.
Newbury Racecourse Shareholders who have not yet accepted the Offer are urged to
do so as soon as possible, and in any event by 1.00 p.m. on 5 February 2008.
To accept the Offer you should complete, sign and return the Form of Acceptance,
in accordance with the instructions set out in the Offer Document and on the
Form of Acceptance, as soon as possible and, in any event, so as to be received
by Computershare Investor Services PLC by no later than 1.00 p.m. on 5 February
2008.
Copies of the Offer Document and the Form of Acceptance are available for
inspection during normal business hours on any business day at the registered
office of GPG Acquisitions, 1st Floor, Times Place, 45 Pall Mall, London SW1Y
5GP and at the offices of GPG Acquisitions' financial adviser, Strand Partners
Limited, 26 Mount Row, London W1K 3SQ, until the Offer closes. Additional Forms
of Acceptance may be obtained by contacting Computershare Investor Services PLC,
The Pavilions, Bridgwater Road, Bristol BS99 7NH (Tel: 0870 707 1022).
All times referred to in this announcement are London times.
Terms defined in the Offer Document have the same meaning where used in this
announcement.
Enquiries:
GPG Acquisitions No. 5 Limited Tel: (020) 7484 3370
Blake Nixon, Director
Strand Partners Limited Tel: (020) 7409 3494
Simon Raggett
Citigate Dewe Rogerson Tel: (020) 7638 9571
Kevin Smith
Strand Partners Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for GPG Acquisitions
and no one else in connection with the Offer and will not be responsible to
anyone other than GPG Acquisitions for providing the protections afforded to
customers of Strand Partners, or for providing advice in relation to the Offer
or in relation to the contents of this announcement or any transaction or
arrangement referred to herein.
The availability of the Offer to persons not resident in and citizens of the
United Kingdom may be affected by laws of the relevant jurisdictions in which
they are citizens or in which they are resident. Such Overseas Shareholders
should inform themselves about, and observe, any applicable legal or regulatory
requirements of any such relevant jurisdiction. Further details in relation to
Overseas Shareholders are contained in the Offer Document. If you remain in any
doubt, you should consult your professional adviser in the relevant jurisdiction
without delay.
In particular, the Offer is not being made, directly or indirectly, in, into or
from or by the use of the mails of or any means or instrumentality (including,
without limitation, by means of facsimile transmission, telex, telephone,
internet or other forms of electronic communication) of interstate or foreign
commerce of, or by any facility of a national, state or other securities
exchange of, the United States, or in, into or from Canada or Australia or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction, and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facility from or within the United States,
Canada or Australia or any other jurisdiction where to do so would constitute a
breach of any relevant securities laws of that jurisdiction. Accordingly, copies
of this announcement and the Offer Document are not being, and must not be,
mailed or otherwise distributed or 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 or
purchase or an invitation to purchase or subscribe for any securities or the
solicitation of an offer to sell, purchase or subscribe for any securities,
pursuant to the Offer or otherwise. The Offer is being made solely by way of the
Offer Document and the related Form of Acceptance, which contain the full terms
and conditions of the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange