Strata advised Newbury Racecourse plc

Transaction Summary

Strata advised Newbury Racecourse plc (PLUS: NYR) on its £6.4 million fully underwritten rights issue and successful rump placing.

Transaction Highlights

• The documentation included complex valuation reports relating to the potential value of the property development contract to the Company (relating to the property redevelopment project at the Racecourse site)

• Preparation of a full prospectus and a separate circular – the documentation had to be structured and presented in an “easy to understand”  format given that the Company had a large number of private shareholders

• Rights issue required a waiver from Rule 9 of the Takeover Code

• Complex execution of a rights issue, underwritten by the existing major shareholders at a 33% discount to the TER price

• A supplemental prospectus was required given positive planning permission in relation to the property redevelopment project at the Racecourse during the rights issue

• Sensitivities between the Company and its largest shareholder which had launched an unsuccessful hostile offer  in 2007 and requisitioned an EGM to remove the Chairman

• Detailed implementation agreement  negotiated and agreed with major shareholders

• Protections for the Company prior to and after the Rights Issue vs. the influence of its major shareholders

• Take-up: The Rights Issue was taken up by some 68% of Newbury shareholders

• Successful Rump Placing: Unallocated shares (the rump) was fully sold in a book built process which introduced new investors to the Company at a 25% premium to the Rights Issue price

Company Profile

• Newbury Racecourse plc owns and manages Newbury Racecourse, hosting c. 30 days of racing per annum including the Hennessy Gold Cup.  The Company is quoted on PLUS and has a current market capitalisation of £29 million*

*As at 22 February 2010