Offer Document Posted

Guinness Peat Group PLC
07 December 2007


 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.


                                   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

7 December 2007

GPG Acquisitions No. 5 Limited ("GPG Acquisitions") announces that, following
the announcement on 14 November 2007 of its all cash offer of £11 per Newbury
Racecourse Share (the "Offer") for the entire issued and to be issued ordinary
share capital of Newbury Racecourse, Strand Partners Limited acting on GPG
Acquisition's behalf has today posted an Offer Document formally making the
Offer to the Newbury Racecourse Shareholders (the "Offer Document").

The following is the text of the letter (the "Chairman's Letter") incorporated
in the Offer Document that has been sent to holders of ordinary shares of 10p
each in Newbury Racecourse ("Newbury Racecourse Shares") today together with the
Offer Document and the form of acceptance relating to the Offer (the "Form of
Acceptance").

"7 December 2007

Dear Shareholder

Cash offer by Strand Partners Limited on behalf of GPG Acquisitions No. 5
Limited for the entire issued and to be issued ordinary share capital of Newbury
Racecourse PLC

Introduction

On 14 November 2007, Strand Partners announced a formal cash offer on our behalf
for your Newbury Racecourse Shares. This letter sets out the background to and
reasons for the Offer and explains why the GPG Acquisitions Board and the
directors of GPG plc believe that you should accept the Offer.

The Offer

The Offer, which is being made on the terms and subject to the conditions set
out in the accompanying letter from Strand Partners and in Appendix I to this
document, is made on the following basis:

                 for each Newbury Racecourse Share £11 in cash

The Offer Price exceeds the highest Closing Price of Newbury Racecourse Shares
since dealings commenced on the PLUS market in 1995 and represents a premium of
approximately 11.68 per cent. to the Closing Price of £9.85 per Newbury
Racecourse Share on 13 November, being the last Business Day prior to the
announcement of the Offer.

The Offer values the whole of Newbury Racecourse's existing issued share capital
at approximately £33.49 million.

Background to and reasons for the Offer

GPG is Newbury Racecourse's largest shareholder, holding approximately 20.66 per
cent. of the Company's issued share capital and, since its initial investment
some thirteen years ago, has been supportive of the Company. Over this period,
GPG has played a substantial role in the raising of capital by Newbury
Racecourse.

NEWBURY RACECOURSE'S SPECULATIVE NEW STRATEGY

In July 2006, the Newbury Board announced a strategy to transform the Company
into a leisure, hospitality, entertainment and events business. A requirement
was outlined for some £45m in expenditure on infrastructure and facilities at
Newbury Racecourse, including a bridge across the adjacent railway line, and the
relocation of many existing buildings as well as the golf course. Integral to
these plans was the release of the Company's substantial surplus land for
residential development.

GPG has a number of fundamental concerns about the proposed new strategy for the
Company, and no faith that - as currently contemplated - it would prove
beneficial to shareholder value. In consequence, GPG indicated to the Newbury
Board that it could not support the mooted land sale, together with the
associated heavy capital expenditure, unless the project could meet the
criterion of generating cash inflows to the Company, net of tax and necessary
expenditure (in particular in respect of essential racing infrastructure),
equivalent, in today's monetary terms, to at least £7 per share (approximately
£21.31 million in aggregate). Given nearly 50 acres of land would be sold, this
minimum criterion is not regarded by GPG as particularly onerous. Nevertheless,
the Newbury Board has been unable to confirm that such a minimum net inflow
would be achieved.

The redevelopment project, allied to the Company's continuing loss making
performance (as set out in the table below), has caused Newbury Racecourse to
run up net debt of approximately £4.91 million as at 31 December 2006.

Newbury Racecourse: Key financial indicators

                                               2003     2004     2005     2006
                                                 £m       £m       £m       £m
Turnover                                      5.889    5.610    6.001    5.759
Operating profit/(loss) before exceptional  (0.951)  (0.297)  (0.284)  (1.043)
items
Debt at year end, net of cash                 0.127     1.71     2.81     4.91


Newbury Racecourse's operational record provides Shareholders with scant comfort
as to the Newbury Board's ability to execute successfully a fundamental shift in
the Company's strategy. Indeed, it is GPG's strong belief that the business is
suffering from an insufficiently proprietorial approach.

Furthermore, it is increasingly likely that, despite GPG's concerns having been
raised with the Company, the Newbury Board will imminently be in a position to
enter into binding development contracts to implement its ill-considered plans.
These plans, amongst other things, are likely to involve Newbury Racecourse,
notwithstanding its paucity of relevant management experience, being locked into
the new development partnership for some 10 years. In spite of its contentious
nature, the Newbury Board was unwilling to submit the proposed partnership for
approval by Shareholders. In light of this, GPG has been obliged to act to
protect its investment by making the Offer.

For the reasons set out above, Shareholders should note that the Offer is
conditional on no agreement, arrangement or commitment, or amendment to any
existing agreement, having been entered into for the sale or development of any
material real estate asset owned by any member of the Newbury Racecourse Group.
GPG Acquisitions considers that any such action would be of material
significance to it in the context of the Offer.

GPG'S POST-ACQUISITION STRATEGY

Our involvement in Newbury Racecourse has been predicated on the two key
elements of the Company's business: the operation of its prestigious racecourse
and its large holding of property surplus to racecourse requirements. GPG
regards the successful development of each as essential to a satisfactory
outcome for Shareholders.

Following the Offer becoming or being declared unconditional in all respects,
GPG will appoint to the Newbury Board nominees sufficient in number to comprise
a majority. The reconstituted Newbury Board will immediately thereafter conduct
a comprehensive strategic review of the Company.

Ensuring the appropriate approach is adopted for Newbury Racecourse's surplus
property is the crucial factor behind the making of the Offer. Moreover, GPG is
strongly committed to the future operation of the racecourse. It will consider
all options to return the racecourse to profitability including bringing in
external expertise, whether by way of direct management involvement or via joint
venture.

BENEFITS OF THE OFFER

Given the chronically poor operating performance of the Company, its weakened
financial position and what GPG considers to be the inherently speculative
nature of the strategy the current Newbury Board proposes to commit Shareholders
to for the long term, GPG believes that Newbury is at a crossroads. The Offer
value of approximately £33.49 million provides Shareholders with an alternative
to the Newbury Board's new strategy: to accept a premium cash offer for their
Newbury Racecourse Shares.

The Offer of £11 per Newbury Racecourse Share represents a generous price for
Newbury Racecourse. In this regard, the Offer value of approximately £33.49
million equates to a premium of 176% to the published consolidated shareholders'
funds of the Company as at 30 June 2007. As Newbury Racecourse has not achieved
an operating profit for a number of years, Shareholders should note that the
usual earnings comparison cannot be drawn.

Substantial premium to consolidated shareholders' funds

Offer Price per Newbury Racecourse Share                                  £11.00
Number of Newbury Racecourse Shares in issue                           3,044,333
Offer value                                                          £33,487,663
Consolidated shareholders' funds as 30 June 2007                     £12,144,000

Offer premium to consolidated shareholders' funds                           176%


The Offer Price exceeds the highest Closing Price of Newbury Racecourse Shares
since dealings commenced on the PLUS market in 1995 and represents a premium of
approximately 11.68 per cent. to the Closing Price of £9.85 per Newbury
Racecourse Share on 13 November, being the last Business Day prior to the
announcement of the Offer.

In view of the circumstances of the Offer, GPG does not expect to receive a
formal recommendation from the Newbury Board. Notwithstanding this, GPG strongly
believes the Offer, which provides the certainty of cash at a premium price,
merits serious and immediate consideration by Shareholders. The Offer also
provides Shareholders with a further alternative: to accept 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.

In light of the foregoing, we have no hesitation in strongly commending our
premium Offer to Shareholders.

Yours sincerely

Blake Nixon

Chairman

GPG Acquisitions No. 5 Limited"

Copies of the Offer Document and the Form of Acceptance are available (during
normal business hours) from Strand Partners at 26 Mount Row, London W1K 3SQ and
from the offices of Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 7NH throughout the period during which the Offer
remains open for acceptance.

ENQUIRIES

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

Strand Partners Limited Tel: [phone]
Simon Raggett

OTHER INFORMATION

This announcement should be read in conjunction with the full text of the
accompanying Offer Document and Form of Acceptance. Appendix III of the Offer
Document contains sources and bases for certain information contained in this
announcement and the Offer Document. Terms defined in the Offer Document have
the same meaning in this announcement.

Strand Partners, 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 Strand Partners will not regard any
other person as a client in relation to the Offer and will not be responsible to
anyone other than GPG Acquisitions for providing the protections afforded
exclusively to its clients or for providing advice in relation to the Offer, 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. 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 will be made solely by way of the
Offer Document and the related Form of Acceptance, contain the full terms and
conditions of the Offer.

This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning
Newbury Racecourse, GPG Acquisitions or GPG plc. Generally, the words
"anticipate", "believe", "continue", "estimate", "expect", "forecast", "intend",
"may", "plan", "project", "should" and "will" or similar expressions identify
forward-looking statements. Such statements reflect the relevant company's
current views with respect to future events and are subject to risks and
uncertainties that could cause the actual results to differ materially from
those expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the relevant company's abilities
to control or estimate precisely, such as changes in general economic and
business conditions, changes in currency exchange rates and interest rates, lack
of acceptance of new exchange rates and interest rates, introduction of
competing products or services, lack of acceptance of new products or services,
changes in business strategy and the behaviour of other market participants and
therefore undue reliance should not be placed on such statements. No party
intends to, nor assumes any obligation to, update these forward-looking
statements, except as required pursuant to applicable law.







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