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GPG Acquisitions No. 5 Limited Cash offer to acquire Newbury ...

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LETTER FROM THE CHAIRMAN OF GPG ACQUISITIONS NO. 5 LIMITED(A private limited company incorporated and registered in England & Wales,with registered number 6422876)Directors:Blake Andrew Nixon (Chairman)Max Tamati LesserJames Richard RussellGPGRegistered and Head Office:1 st Floor, Times Place45 Pall MallLondon SW1Y 5GP11 January 2008To Newbury Racecourse Shareholders and, for information only, to participants in the NewburyRacecourse Share Option SchemesDear ShareholderCash offer by Strand Partners Limited on behalf of GPG Acquisitions No. 5 Limited for the entireissued and to be issued ordinary share capital of Newbury Racecourse PLCIntroductionGPG’s formal Offer Document was posted to Shareholders on 7 December 2007. Following anextension announced on 31 December 2007, the Offer remains open to acceptances until 14 January2008. This letter expands on the reasons for our making of the Offer and why you should accept forall or at least part of your holding.Background to the OfferGPG’s 13 year involvement in Newbury Racecourse has been predicated on the two key elements ofthe Company’s business, namely the operation of its prestigious racecourse and its large holding ofproperty surplus to racecourse requirements.In July 2006, the Newbury Board announced a strategy to spend £45 million transforming theCompany into a leisure, hospitality, entertainment and events business, financed by the sale of itssurplus land to the north of the racecourse. GPG was initially, in principle, receptive to thedivestment of surplus property and, also, the concept of further investment in the racecourse toimprove returns.However, subsequent to this, as the Newbury Board’s development proposal has evolved, GPG hascome to have a number of fundamental concerns regarding it: the critical one being whether – ascurrently contemplated – it would prove beneficial to shareholder value. In consequence, GPGindicated to the Newbury Board that it could not support the project unless it could meet thecriterion of generating cash inflows to the Company, net of tax and necessary expenditure (inparticular in respect of essential racing infrastructure), equivalent, in today’s monetary terms, to atleast £7 per Share (approximately £21.31 million in aggregate). The Newbury Board has been unableto confirm that such a minimum net inflow would be achieved.Furthermore, the Newbury Board’s ill-considered plans, amongst other things, are likely to involveNewbury Racecourse, notwithstanding its paucity of relevant management experience, being lockedinto a development partnership for some 10 years.It is the unsatisfactory nature of the final development proposal that has obliged GPG to make theOffer.4

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