Strata acted as the exclusive financial adviser Newbury Racecourse plc in relation to the Share Buy-Back

Transaction Summary

Advised Newbury Racecourse plc in relation to the Share Buy-Back of the 29.9% shareholding of Guinness Peat Group plc and the Waiver of Rule 9 of the Takeover Code.

The transaction involved a loan from a director (a “related party” transaction) and a “Whitewash” from the Takeover Panel so that no general offer to all shareholders was required on account of the share buy-back.

Transaction Overview

• Strata acted as the exclusive financial adviser to Newbury Racecourse plc (PLUS: NYR), the horse racing, entertainment and events business, advising about strategic options to deal with the 29.9 percent shareholding of Guinness Peat Group (“GPG”).  GPG had announced an intention to dispose of their UK investment portfolio including this 29.9 percent shareholding in the Company (“GPG Shares”)

• A loan from a Director was secured on favourable arm’s length commercial terms to fund the share buy-back

• Strata negotiated an implementation agreement with GPG to give certain deal protections to the Company.  In particular, GPG’s 29.9 percent shareholding was “locked up” until shareholder approval had been sought to effect the share buy-back.  However, the “lock-up” would fall away if a formal offer for the Company was announced or a “possible offer” was communicated to the Board with a price of at least 600 pence per share (compared to the share buy-back price of 450 pence per share).  This mechanism increased the certainty for the share buy-back to be completed (subject to shareholder approval) whilst also communicating to the market the price level at which the Board would contemplate entering into takeover discussions

• The principal reasons for the proposed share buy-back were to remove the uncertainty relating to the future ownership of the GPG Shares (a very material stake of 29.9 percent); to create a more stable shareholder base for the Company to execute its stated strategy and deliver long term benefits to shareholders and other key stakeholders; and to increase the net asset value for all remaining shareholders

• The share buy-back price of 450 pence was a 43 percent discount to the underlying net asset value and therefore, on completion of the share buy-back, the net asset value was increased by some 16 percent for all the remaining shareholders

• The share buy-back required a “Whitewash” (i.e. a waiver from the Takeover Panel of the requirement to make a general offer under Rule 9 of the Takeover Code) as the combined shareholdings of a Director (ErikPenser) and his family interests on completion of the share buy-back, would amount to approximately 40.9 per cent. of the issued share capital of the Company

• Preparation of a circular (approved by the Takeover Panel) was required, with the inclusion of two independent valuation reports.  The documentation had to be structured and presented in a format that would be understood by the Company’s large number of private shareholders

About Newbury Racecourse plc

• The Company owns and manages Newbury Racecourse, a site of some 291 acres, which is approximately one mile from the town centre of Newbury. The Company is quoted on PLUS Stock Exchange and has a market capitalisation of approximately £14.7 million (as at the 15 November 2012)

• The Company’s trading businesses comprise the racing and music business, an in-house catering business and a conference and events business. In addition, the Company operates a children’s nursery and a golf course