Further re Increased Offer

GPG (UK) Holdings PLC
01 February 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.


                                                                 1 February 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

                          Further re: Increased Offer

On 31 January 2008 a document relating to the Increased Offer for the issued and
to be issued Ordinary Share capital of Newbury Racecourse was posted to Newbury
Racecourse Shareholders.

The text of the letter from the Chairman of GPG Acquisitions contained in the
document is set out below:

"Dear Fellow Shareholder,

Background

Having for 13 years been a supportive shareholder in Newbury Racecourse, it was
with considerable regret that GPG in late October last year found itself at an
impasse with the Newbury Board over the economics of its proposed property
redevelopment with David Wilson Homes Limited ("DWH"). This came about because
the Newbury Board was unable to confirm that the mooted land sale would deliver
minimum net inflows, in today's monetary terms, of at least £7 per Share, or
£21.3 million in aggregate.

As a result GPG requested that the proposed transaction be put to Shareholders
for their approval, but was informed by the Newbury Board that due to
confidentiality commitments it was barred from publicly supplying Shareholders
with financial details of the proposed contract with DWH! GPG then approached
the Company with a view to making a recommended offer. This approach was subject
to two main conditions, namely the suspension, while offer talks progressed, of
negotiations with DWH and satisfactory due diligence. Talks broke down when the
Newbury Board indicated it was not in a position to agree to the former.

In consequence, GPG felt obliged to make the Original Offer to protect its
investment. In doing so GPG's objective has been to gain control of the
business, in order to maximise the value of the racecourse and surplus land.
Since then the Newbury Board has sought spuriously to question GPG's strategy
for racing at Newbury Racecourse. In this regard, Shareholders should take
reassurance from the fact that GPG has put on record its firm commitment to the
future operation of the racecourse, the essential difference to the current
situation being that GPG will seek to make the business profitable. On 22
January, GPG posted the Increased Offer and declared that it was final.

I now write to summarise the reasons why the Increased Offer price of £11.50 in
cash per Share is attractive to Shareholders.

Uncertainties of the DWH Contract

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 Contract with gay abandon as soon as the offer timetable has run its
course.

It is absolutely crucial to Shareholders' consideration of the Increased Offer
that they recognise not only that receipts by the Company under the DWH Contract
are conditional on "satisfactory planning consents", but also that they would be
substantially determined by the level of house prices achieved. In this respect
Shareholders should note that the Newbury Board has, in its circulars to
Shareholders, chosen to focus on an Illustrative Net Asset estimate of the
Company which assumes that projected revenues from the development project would
be some 5 per cent. higher than those projected by DWH itself. Even assuming
Shareholders took the view that such planning permission would be obtained, the
only receipts they can place any certainty on are the minimum payments which,
under the DWH Contract, are only required to be made over 9.5 years from the
date of sale of the surplus land, i.e. perhaps as late as 2018! In this scenario
Newbury Racecourse's position under the joint venture would amount to little
more than having an unsecured, non interest-bearing, deposit with DWH for that
sum.

The Newbury Board's proposals would put DWH in control of Shareholders' destiny,
leaving the Company exposed over a 10 year period to the risks of a significant
property downturn.

The Mysterious £12 million in Expenditure

As late as 26 July 2007 the Newbury Board reiterated in a press release that the
proposed redevelopment project had an estimated cost of £45 million. In its 
first two Defence Documents the Newbury Board indicated that DWH was expected to 
invest £31 million in infrastructure, servicing and enabling works fundamental 
for the redevelopment project. Further, it disclosed £2 million for additional 
Company investment in racecourse enhancements, an amount it in one case deducted 
from its net asset estimates. However, it did NOT see fit until its Third 
Defence Document to disclose to Shareholders that the Independent Directors, 
presumably between the announcement of GPG's Original Offer and the posting of 
the First Defence Document, had identified £12 million of savings across 
"infrastructure, enabling and enhancement works". It seems extraordinary that, 
until GPG's Increased Offer Document, the Newbury Board did not see this as a 
material fact of which Shareholders ought to be informed.

While GPG welcomes any such savings, without which the net returns to Newbury
Racecourse would be materially lower, it is concerned that savings identified in
such haste could just as quickly unravel. Furthermore, GPG notes that the
Newbury Board has conspicuously chosen not to comment on the two areas of
Company expenditure, highlighted in the Increased Offer Document, each of which
has the potential to depress significantly the net returns to Shareholders -

(i) were the DWH Contract to proceed, it is highly probable that it would
crystallize the payment of multi-million pound consultancy fees - none of these
have been accounted for and, as such, it is unclear what the Company's share of
such fees would be, and, in particular, their impact on overall project returns;
and

(ii) there is ample scope for the Newbury Board subsequently to decide to expend
on discretionary racecourse enhancement funds in excess of the £2 million
already disclosed. Shareholders should note that no commitment has been given in
this regard.

Shareholders should ask themselves why the Newbury Board has neglected to
comment on these two value-impacting elements of the missing expenditure.

The Conspicuous Lack of Commitment from the Newbury Board?

As stated above, the Original Offer was made against the background of the
Newbury Board's inability to confirm that the DWH deal would produce minimum net
returns, in today's monetary terms, of £7 per Share.

The Third Defence Document contains the rather limp statements that (i) the
Independent Directors intend to return surplus cash from the proposed
development to Shareholders, and that (ii) net cash inflows from the DWH
Contract are estimated to be worth £9.37 per Share. That figure is an integral
component of the Newbury Board's Illustrative Net Assets figure of £13.27 per
Share.

It is very telling that, notwithstanding the Newbury Board's voluminous
rhetoric, it is unwilling to provide any firm commitment to return capital to
Shareholders.

Even more pertinent, the Newbury Board's claims that GPG's Increased Offer
significantly undervalues the Company must similarly be judged against its
selection of the most optimistic estimate of the receipts from the DWH Contract
and its failure to provide Shareholders with any assurances regarding associated
racecourse expenditure.

GPG is Offering to Purchase Shares on Market at £11.50 per Share

The Increased Offer is final and is in excess of Newbury Racecourse's estimated
net assets per Share of £11.45 based on the Company's own valuation of its
surplus land assuming planning permission were obtained, but after deducting its
disclosed estimate for additional investment in racecourse enhancements.

Furthermore the Increased Offer represents a premium of 16.8 per cent. to the
Newbury Racecourse Share price of £9.85 on the last Business Day before the
Original Offer was announced, since when the FTSE All-Share Index has fallen by
8.6 per cent.

The Increased Offer also provides Shareholders with the alternative of accepting
the Offer for part of their shareholding - thereby assisting GPG to gain control
of the business with a view to maximising the value of the racecourse and
surplus land for the benefit of all remaining Shareholders. As a further
alternative, GPG will purchase Shares on market (that is, unconditionally) with
the aim of increasing its shareholding from 25.2 per cent. to 29.9 per cent.
prior to the end of the Increased Offer.

Depressed Newbury Racecourse Share price?

Shareholders, including GPG, are thus confronted with a deal (the DWH Contract)
which, even assuming Shareholders only required a return of 6 per cent. per
annum would in a significant property downturn give rise to a pro-forma net
asset value of a mere £10.37 per Share. If Shareholders were looking for a less
meagre return than 6 per cent. per annum, this would reduce commensurately.
Moreover, in the event that the Newbury Board either were obliged to or chose to
expend funds on unaccounted-for additional consultancy fees or racecourse
enhancements the value would fall still further.

That is why GPG is seriously concerned that, were the DWH Contract to be entered
into, a substantial reduction in the Newbury Racecourse Share price, and the
market value of each Shareholders' (including GPG's) interests, would be the
result.

In order to avert such an undesirable outcome, GPG intends, should its Increased
Offer not become unconditional, to require the Newbury Board to hold an
Extraordinary General Meeting at which it would propose that the DWH Contract
not be implemented without prior sanction of Shareholders, and that the Newbury
Board be reconfigured so it more properly reflects a suitable level of
proprietorial involvement.

Newbury Racecourse Shareholders (including GPG) are at the crossroads

Left to its own devices the current Newbury Board is committed to implementing
its ill-conceived redevelopment plans, which GPG considers will be significantly
detrimental to Shareholder value. GPG's Increased Offer provides Shareholders
with a real and certain alternative.

Given the dubious economics of the DWH deal, and the obvious uncertainties
regarding the disbursement by the Newbury Board of the gross proceeds, GPG
remains convinced that the entering into of the DWH Contract would lead to a
calamitous reduction in the Newbury Racecourse Share price. Bearing this in
mind, and notwithstanding the Newbury Board's repeated promises of "jam
tomorrow", GPG submits that the certainty of its Increased Offer of £11.50 in
cash per Share represents a compelling opportunity for Shareholders.

Action to be taken to accept the Increased Offer

The procedure for acceptance of the Increased Offer is set out on pages 16-18 of
the Increased Offer Document sent to Shareholders on 22 January 2008.

Yours sincerely,
Blake Nixon
Chairman
GPG Acquisitions No. 5 Limited"



Enquiries:

GPG Acquisitions No. 5 Limited         Tel: [phone]
Blake Nixon, Director

Strand Partners Limited                Tel: [phone]
Simon Raggett

Citigate Dewe Rogerson                 Tel: [phone]
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 Increased 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 Increased Offer or in relation to the contents of this announcement or any
transaction or arrangement referred to herein.

The availability of the Increased 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 Original Offer Document.
If you remain in any doubt, you should consult your professional adviser in the
relevant jurisdiction without delay.

In particular, the Increased 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 Increased 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, the Original Offer Document and the
Increased 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 Increased Offer or otherwise. The Increased Offer is being made
solely by way of the Increased Offer document and the related New Form of
Acceptance, which contain the full terms and conditions of the Increased Offer.




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