Further re Newbury Racecourse

Guinness Peat Group PLC
29 February 2008

                            Guinness Peat Group plc

The following is the text of a letter sent yesterday to shareholders of Newbury
Racecourse Plc ("Newbury") in respect of resolutions to be put to an
Extraordinary General Meeting of Newbury to be held on 19 March 2008 pursuant to
a requisition by Guinness Peat Group plc.



"To shareholders of Newbury Racecourse Plc                      28 February 2008


Dear Fellow Shareholder,


You will have received, in the last week, a document from Newbury Racecourse Plc
("Newbury" or the "Company") convening an Extraordinary General Meeting of the
Company, to be held on Wednesday 19 March. At the EGM Shareholders will vote on
the Newbury Board's proposed property development joint venture ("the DWH
Proposal") with David Wilson Homes Ltd ("DWH") and GPG's proposal to reconfigure
the Newbury Board so that it contains a suitable level of proprietorial
involvement. A copy of the Notice of Meeting, together with a Form of Proxy, is
included with this letter.

I write to set out the reasons why the resolutions are in the best interests of
the Company and Shareholders as a whole, and are crucial to the value of
Shareholders' investments and, ultimately, the long term future of racing at
Newbury.

The DWH Proposal

The DWH Proposal involves Newbury disposing of its very substantial surplus land
holdings, which represent more than half the value of its assets, to the joint
venture. Under the proposal DWH would have day-to-day control of the surplus
land and would be able to delay the minimum contractual payments to Newbury over
nine and a half years from the date of the sale. It is patently uncommercial,
and needless to say highly unusual, for assets representing more than half of
the value of a company to be locked in to such a passive arrangement without the
selling company receiving a very substantial up-front payment.

The Newbury Board's proposal would put DWH in control of Shareholders' destiny
and leave the Company exposed over a 10 year period to the risks of a
significant property downturn. Furthermore, GPG has grave concerns regarding the
exposure which Newbury would have to potentially substantial project cost
overruns, whether they be due to increased external costs or charges by DWH
(whose interests are not aligned with those of Newbury) in excess of
expectation. The folly of the arrangements is only made more glaring by the
Newbury management's paucity of relevant property experience. The Newbury Board
is apparently gloriously unaware of the recent slow-down in the UK residential
property market and appears to be determined to enter into the DWH Proposal with
scant regard for Shareholder value.

GPG believes the DWH Proposal would prove disastrous for Shareholder value.
Even if one generously assumed planning permission for the project were obtained
in line with the Company's plans, but that there were no abatement of the
current property market downturn, Newbury's pro forma net asset value, based on
the Company's own optimistic assumptions, would only amount to £10.37 per Share.
Assuming, in respect of deferred payments from DWH, Shareholders more prudently
required an effective interest rate of 10% per annum rather than the Company's
6% per annum allowance, GPG estimates net assets would fall to less than £9.00
per Share, which itself would be vulnerable were the Newbury Board to incur
unaccounted-for additional consultancy fees or undertake uneconomic racecourse "
enhancements".

In light of this it is no surprise the Newbury Board has been unable to confirm
that the DWH Proposal would produce net returns in excess of GPG's minimum
criterion of £7 per Share, or £21.3 million in aggregate. Moreover, if the DWH
Proposal were implemented, Newbury, notwithstanding its having disposed of the
majority of its assets, for many years would not be in a position to return any
significant amounts to Shareholders. Such serious shortcomings of the DWH
Proposal are even more damning when contrasted with the alternative of a
straight sale of the surplus land, which, on the Newbury Board's own numbers
would produce a net return in excess of £7 per Share that would then be
available for Shareholder distribution. In this regard Shareholders should note
that the stock market consistently values such proceeds substantially more
highly in shareholders' hands than in those of a company. Given the above, the
Newbury Board's preference for the DWH Proposal is unsound.

In summary, GPG believes that were the DWH Proposal to be approved Newbury's
share price would fall significantly from its current level of £9.50 per Share.
Shareholders should ignore the Newbury Board's ploy to side-step the paramount
issue for Shareholders - whether the DWH Proposal would deliver value - with its
unconvincing attempt to divert attention to a vacuous debate about strategy.

We strongly urge Shareholders to vote for Resolution 5 and thereby register
their view that the DWH Proposal would be damaging to Shareholder value and is
not in the best interests of the Company.  Proper Corporate Governance dictates
that were the resolution to be carried the Newbury Board should terminate the
DWH Proposal forthwith.

Reconfiguration of the Newbury Board to contain a suitable level of
proprietorial involvement.

The Newbury Board is custodian of the Shareholders' interests in the Company.
However, GPG believes that the current Board has lost sight of this mandate. The
business case for the DWH Proposal is far from compelling and GPG, Newbury's
largest shareholder, has indicated that it cannot support the proposal. It is
telling that, notwithstanding the Newbury Board's empty rhetoric concerning
Corporate Governance, in the case of this highly controversial transaction,
which would have a permanent and fundamental impact on the Company, the "
Independent Directors" chose not to follow best practice Corporate Governance
and refused to submit the DWH Proposal to a Shareholder vote. This is clear
evidence, in GPG's view, that the current structure of the Newbury Board is
ill-suited to its role as custodian.

To remedy this deficiency GPG has proposed a reconfiguration of the Newbury
Board so that, in future, it would contain a suitable level of proprietorial
involvement. The reconfigured Board would then be able to review the operations
of the Company with a fresh outlook: that is with a view to optimizing the value
of the surplus land and returning the racecourse to profit. Contrary to the
Newbury Board's baseless scare-mongering, GPG wishes to reiterate that it is
committed to the long term future of profitable racing at Newbury.

The Newbury Board has not delivered an operating profit over the last five years
nor has it given any indication of when Shareholders might expect one to be
forthcoming. This and the substantial level of debt, run up as a result of the
massive overspend on the DWH Proposal, are clear indications that the Newbury
Board has an insufficiently commercial approach to the running of the Company.

Another significant matter for the reconfigured Board's scrutiny is the "missing
" £12 million in expenditure GPG has previously highlighted and which recently,
and somewhat mysteriously, disappeared from the Newbury Board's costings for the
DWH Proposal. In this regard, the disbursement of the proceeds from the
Company's 2002 sale of a plot of land for £8.7 million is highly relevant. Over
the subsequent four years this sum was consumed by racecourse expenditure and
operating losses - although Shareholders did receive a paltry distribution of
some £450,000. The net impact on operating profit of the expenditure was a
deterioration of over £1 million per annum. The reconfigured Newbury Board would
ensure that a commercial approach was brought to bear in the consideration of
any such future expenditure.

At present, two Shareholders owning some 22% of Newbury have two nominees, Erik
Penser and Lady Lloyd-Webber, on the Newbury Board. Under the proposed
reconfiguration, GPG, which owns 27% of the Company, would likewise have two
nominees, and the Chairman and two of the other four non-executive directors
would leave the Board. The three largest Shareholders would thus be represented
by four nominees out of a total of nine Board members, which is wholly logical
and appropriate.

In summary, the proposed level of proprietorial involvement will ensure that the
Newbury Board is, in future, focused on delivering value for all Shareholders,
rather than on its current confused strategic imperatives, which now even seem
to favour receipt of the proceeds of major asset sales over the long term rather
than the short term. Despite the Newbury Board's spurious contentions to the
contrary, GPG's two nominees on a nine member Board, would remain very much in
the minority, albeit together with the other Shareholder nominees better placed
to influence the Board for the benefit of all Shareholders. As such, we strongly
recommend that Shareholders vote in favour of resolutions 1 to 4 which would
implement the proposed reconfiguration.

Recommendation

GPG has succeeded in forcing the Newbury Board, against its wishes, to reveal a
substantial amount of vital information about the DWH Proposal and to grant
Shareholders the opportunity to express their views on these essential matters.
As set out above, GPG considers the proposed resolutions to be in the best
interests of the Company and Shareholders as a whole, and to be crucial to
avoiding a calamitous destruction of Shareholder value. In consequence, GPG has
no hesitation in recommending that Shareholders vote FOR all the resolutions.

Action to be taken

Shareholders who wish to register their support for the resolutions will find
enclosed a Form of Proxy for this purpose. This requires only signing and dating
where indicated at the bottom of the form. A postage paid envelope is enclosed
for your convenience. Your votes are important and even if you intend to attend
the EGM in person you are strongly urged to lodge a Proxy to arrive no later
than Friday 14 March.



Yours sincerely




Blake Nixon
UK Executive Director"

J R Russell
Company Secretary
Guinness Peat Group plc
[phone]

29 February 2008


Enquiries

Citigate Dewe Rogerson                                 Tel: [phone]
Kevin Smith


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