Coats Regulatory News (COA)

22 Jan 2008 08:00

Guinness Peat Group PLC22 January 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. 22 January 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 Third Closing, Increase and Extension of the Offer Introduction On 14 November 2007 Strand Partners announced the terms of a cash offer to bemade by it on behalf of GPG Acquisitions to acquire the entire issued and to beissued ordinary share capital of Newbury Racecourse. The document setting outthe full terms of the Offer (the "Offer Document") was posted to NewburyRacecourse Shareholders on 7 December 2007. A further circular was posted to Newbury Racecourse Shareholders by GPGAcquisitions on 11 January 2008 and, on 14 January 2008, the acceptancecondition under the Offer was lowered from 75 per cent. to over 50 per cent.. Level of acceptances As at 1.00 p.m. on 21 January 2008, being the third closing date of the Offer,valid acceptances of the Offer had been received in respect of a total of191,969 Newbury Racecourse Shares, representing approximately 6.30 per cent. ofthe existing issued share capital of Newbury Racecourse. In addition to these acceptances, GPG holds 629,018 Newbury Racecourse Shares,representing approximately 20.66 per cent. of the existing issued share capitalof Newbury Racecourse. Consequently, GPG holds or has received valid acceptancesof the Offer in respect of 820,987 Newbury Racecourse Shares in aggregate,representing approximately 26.97 per cent. of the existing issued share capitalof Newbury Racecourse. Save as disclosed in this announcement, neither GPG Acquisitions nor any personacting, or deemed to be acting, in concert with GPG Acquisitions has an interestin or a right to subscribe for Newbury Racecourse Shares or any short positions(whether conditional or absolute and whether in the money or otherwise),including any short positions under a derivative, any agreement to sell or anydelivery obligation or right to require another person to purchase or takedelivery, in respect of Newbury Racecourse Shares or has borrowed or lent anyNewbury Racecourse Shares during the Offer Period. Increased offer Strand Partners, on behalf of GPG Acquisitions, will today be posting a circularto Newbury Racecourse Shareholders setting out the terms of an increased offer("Increased Offer") for the entire issued and to be issued share capital ofNewbury Racecourse. The Increased Offer price is £11.50 for each NewburyRacecourse Share. Further details of the Increased Offer and its terms will beset out in the circular to be posted to Shareholders. Extension and further acceptance of the Offer The Offer, which remains subject to the terms and conditions set out in theOffer Document, has now been extended and will remain open for acceptance untilthe next closing date, which will be 1.00 p.m. on 5 February 2008. Newbury Racecourse Shareholders who have not yet accepted the Offer are urged todo so as soon as possible, and in any event by 1.00 p.m. on 5 February 2008. To accept the Offer you should complete, sign and return the Form of Acceptance,in accordance with the instructions set out in the Offer Document and on theForm of Acceptance, as soon as possible and, in any event, so as to be receivedby Computershare Investor Services PLC by no later than 1.00 p.m. on 5 February2008. Copies of the Offer Document and the Form of Acceptance are available forinspection during normal business hours on any business day at the registeredoffice of GPG Acquisitions, 1st Floor, Times Place, 45 Pall Mall, London SW1Y5GP and at the offices of GPG Acquisitions' financial adviser, Strand PartnersLimited, 26 Mount Row, London W1K 3SQ, until the Offer closes. Additional Formsof Acceptance may be obtained by contacting Computershare Investor Services PLC,The Pavilions, Bridgwater Road, Bristol BS99 7NH (Tel: 0870 707 1022). All times referred to in this announcement are London times. Terms defined in the Offer Document have the same meaning where used in thisannouncement. Enquiries: GPG Acquisitions No. 5 Limited Tel: (020) 7484 3370Blake Nixon, Director Strand Partners Limited Tel: (020) 7409 3494Simon Raggett Citigate Dewe Rogerson Tel: (020) 7638 9571Kevin Smith Strand Partners Limited, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting exclusively for GPG Acquisitionsand no one else in connection with the Offer and will not be responsible toanyone other than GPG Acquisitions for providing the protections afforded tocustomers of Strand Partners, or for providing advice in relation to the Offeror in relation to the contents of this announcement or any transaction orarrangement referred to herein. The availability of the Offer to persons not resident in and citizens of theUnited Kingdom may be affected by laws of the relevant jurisdictions in whichthey are citizens or in which they are resident. Such Overseas Shareholdersshould inform themselves about, and observe, any applicable legal or regulatoryrequirements of any such relevant jurisdiction. Further details in relation toOverseas Shareholders are contained in the Offer Document. If you remain in anydoubt, you should consult your professional adviser in the relevant jurisdictionwithout delay. In particular, the Offer is not being made, directly or indirectly, in, into orfrom 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 foreigncommerce of, or by any facility of a national, state or other securitiesexchange of, the United States, or in, into or from Canada or Australia or anyother jurisdiction if to do so would constitute a violation of the relevant lawsof such jurisdiction, and the Offer will not be capable of acceptance by anysuch use, means, instrumentality or facility from or within the United States,Canada or Australia or any other jurisdiction where to do so would constitute abreach of any relevant securities laws of that jurisdiction. Accordingly, copiesof 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 orpurchase or an invitation to purchase or subscribe for any securities or thesolicitation of an offer to sell, purchase or subscribe for any securities,pursuant to the Offer or otherwise. The Offer is being made solely by way of theOffer Document and the related Form of Acceptance, which contain the full termsand conditions of the Offer. This information is provided by RNS The company news service from the London Stock Exchange