Guinness Peat Group PLC
12 March 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
11 March 2008
Dear Fellow Shareholder,
"Newbury is at the crossroads"
At an Extraordinary General Meeting of Newbury Racecourse PLC ("Newbury" or "the
Company") to be held on Wednesday 19 March, 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.
These matters are crucial to the long term future of racing at Newbury and the
value of your investment.
GPG believes the DWH Proposal would prove disastrous for Shareholder value and
that, if implemented, Newbury's share price could fall below £8.00 per Share:-
• DWH would gain day-to-day control of more than half of Newbury's assets
and in return Newbury would merely receive, over nine and a half years starting
as late as 2014, contingent payments, the amounts of which are highly uncertain.
• Newbury, with its paucity of property experience, would be exposed for
up to 15 years to the vagaries of the housing market - which the February RICS
survey reported fell for the seventh consecutive month and at a near-record
rate.
• The Newbury Board has, in consequence, been unable to commit to net
returns, in today's money, of at least £7 per Share, preferring instead to sway
Shareholders with non-committal illustrations of "hope value".
We strongly urge Shareholders who share GPG's view that the DWH Proposal would
be damaging to Shareholder value and is not in the best interests of the Company
to vote for Resolution 5.
GPG believes that the current Newbury Board has lost sight of its mandate as
custodian of the Shareholders' interests in the Company
• The "Independent Directors" chose not to follow best practice Corporate
Governance and, despite repeated requests in late 2007, refused voluntarily to
submit the DWH Proposal to a Shareholder vote.
• The Newbury Board has failed to deliver an operating profit over the
last five years - or a dividend for the last two - even after the reinvestment
of the £8.7 million proceeds from the Company's 2002 sale of land to the south
of the racecourse.
• The inherently ruinous April 2004 Deed of Grant (a precursor to the
proposed redevelopment of the surplus land) with Network Rail Infrastructure
Limited ("Network Rail") is the sole recent example of the Newbury Board's
experience in negotiating complicated property contracts. It was only after the
intervention of the GPG nominee it recognized the unworkable nature of the
contract, the revision of which, in November 2007, necessitated a payment to
Network Rail of £250,000, having incurred extensive legal costs.
The proposed level of proprietorial involvement will ensure that the Newbury
Board is, in future, focused on delivering value for all Shareholders. As such,
we strongly recommend that Shareholders vote in favour of resolutions 1 to 4
which would implement the proposed reconfiguration.
Action to be taken
Shareholders who wish to register their support for the resolutions will find
enclosed a Form of Proxy for this purpose. 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
+44 207 484 3370
12 March 2008
Enquiries
Citigate Dewe Rogerson Tel: (020) 7638 9571
Kevin Smith
This information is provided by RNS
The company news service from the London Stock Exchange
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