Offer for Newbury Racecourse

Guinness Peat Group PLC
14 November 2007

                                        
  Not for release, publication or distribution in whole or in part in, into or
        from the United States, Canada, Australia, South Africa or Japan
            or any other jurisdiction where it is unlawful to do so

                                                                14 November 2007

                             NEWBURY RACECOURSE PLC

 Cash offer to be made 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
                                        
SUMMARY

• Strand Partners announces a cash offer of £11 per share on behalf of GPG 
  Acquisitions for the entire issued and to be issued share capital of Newbury 
  Racecourse not already held by GPG. The Offer values the existing issued 
  ordinary share capital of Newbury Racecourse at approximately £33.49 million 
  in aggregate.

• The Offer represents an opportunity for Newbury Racecourse Shareholders to 
  realise cash at a premium to the highest Closing Price of Newbury Racecourse 
  Shares since the Company's flotation.

• As at 13 November 2007, being the last Business Day prior to this 
  announcement, GPG held 629,018 Newbury Racecourse Shares, representing
  approximately 20.66 per cent. of the Company's existing issued ordinary share
  capital.

• The Offer Price represents a premium of 11.68 per cent. to the Closing Price 
  of £9.85 per Newbury Racecourse Share on 13 November 2007, being the last 
  Business Day prior to the commencement of the Offer Period.

• The Offer is conditional on valid acceptances having been received in respect 
  of such number of Newbury Racecourse Shares which, together with the Newbury 
  Racecourse Shares held by GPG, carry 75 per cent. or more of the voting rights 
  normally exercisable at general meetings of Newbury Racecourse.

• Newbury Racecourse Shareholders should note that the Offer will, critically, 
  also be 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.

• Upon the Offer becoming wholly unconditional, GPG intends to take control of 
  the Newbury Racecourse Board and conduct a strategic review of the Company 
  and, in particular, its development plans.

Commenting on the Offer, Blake Nixon, Chairman of GPG Acquisitions, said:

"Newbury Racecourse is now at the crossroads and we feel unable to support what
we believe to be ill-considered plans on the part of the Newbury Board to enter
precipitately into agreements that we do not regard as being in the best
interests of shareholders. We are therefore offering shareholders the 
opportunity, rather than being locked in to an uncertain future, to realise all
or part of their investments at a significant premium to the current market
price."

The Offer Document and, in the case of Newbury Racecourse Shares held in
certificated form, the Form of Acceptance, will be posted to Newbury Racecourse
Shareholders by Strand Partners as soon as practicable. Copies of the Offer
Document and the Form of Acceptance will be available from Strand Partners
Limited at 26 Mount Row, London W1K 3SQ.


Enquiries:

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

Strand Partners Limited                                     Tel: [phone]
Simon Raggett, Chief Executive


This summary should be read in conjunction with the full text of this
announcement set out below. In particular, the Offer is subject to the
conditions set out in Appendix I to this announcement and Appendix II contains
additional information relating to the Offer. Certain definitions apply
throughout this announcement and your attention is drawn to Appendix III at the
end of this announcement where these definitions are set out in full.

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 will not be responsible to anyone
other than GPG Acquisitions for providing the protections afforded to customers
of Strand Partners or for providing advice in relation to the Offer or any other
matter referred to herein.

The Offer will not be made, directly or indirectly, in or into, or by the use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone, internet, email 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 Excluded
Territories and will not be capable of acceptance by any such use, means,
instrumentality or facility or from within the Excluded Territories.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of the Offer to persons not
resident in and citizens of the United Kingdom may be restricted by law and
therefore persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about, and observe,
any such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of the relevant jurisdiction.

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, in the case of Newbury Racecourse Shares in certificated
form, the related Form of Acceptance, which will contain the full terms and
conditions of the Offer.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
release of this document shall not give rise to any implication that there has
been no change in the facts set out in this announcement since such date.
Nothing contained in this announcement shall be deemed to be a forecast,
projection or estimate of future financial performance, except where otherwise
stated.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Newbury Racecourse, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant transaction. This requirement will continue until the
date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the Offer Period
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Newbury Racecourse, they will be deemed to be a single person for
the purpose of Rule 8.3 of the Code.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Newbury Racecourse by GPG Acquisitions or Newbury Racecourse, or
by any of their respective "associates", must also be disclosed by no later than
12.00 p.m. (London time) on the Business Day following the date of the relevant
transaction. A disclosure table giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, and the number of such
securities in issue, can be found on the Panel's website at
www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a
person has long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated as having an
"interest" by virtue of the ownership or control of securities, or by virtue of
any option in respect of, or derivative referenced to, securities. Terms in
quotation marks are defined in the Code, which can also be found on the Panel's
website. If you are in any doubt as to whether or not you are required to
disclose a "dealing" under Rule 8 of the Code, you should consult the Panel.


                                        
  Not for release, publication or distribution in whole or in part in, into or
        from the United States, Canada, Australia, South Africa or Japan
            or any other jurisdiction where it is unlawful to do so

                                                                14 November 2007

                             NEWBURY RACECOURSE PLC

 Cash offer to be made 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

1. Introduction

Strand Partners announces the terms of a cash offer, to be made by Strand
Partners on behalf of GPG Acquisitions, to acquire the entire issued and to be
issued ordinary share capital of Newbury Racecourse at a price of £11 per share.
The Offer values the existing issued ordinary share capital of Newbury
Racecourse at approximately £33.49 million in aggregate.

As at 13 November 2007, being the last Business Day prior to this announcement,
GPG held 629,018 Newbury Racecourse Shares, representing approximately 20.66 per
cent. of the Company's existing issued ordinary share capital.

2. The Offer

The Offer, which will be made on and subject to the terms and conditions set out
or referred to in Appendix I to this announcement and the further terms and
conditions set out in the Offer Document (and, in the case of Newbury Racecourse
Shares held in certificated form, in the Form of Acceptance) will comprise:

       for each Newbury Racecourse Share         £11 in cash

The Offer Price represents a premium of approximately 11.68 per cent. to the
Closing Price of £9.85 per Newbury Racecourse Share on 13 November 2007, being
the last Business Day prior to the commencement of the Offer Period. The Offer
Price also represents a premium to the highest Closing Price of Newbury
Racecourse Shares since the Company's flotation.

The Newbury Racecourse Shares to which the Offer relates will be acquired by GPG
Acquisitions free from all liens, equitable interests, mortgages, charges,
encumbrances, rights of pre-emption and other third party rights or interests of
any nature whatsoever and together with all rights now or hereafter attaching to
them, including all voting rights and the right to receive and retain all
dividends and other distributions (if any) declared, made or paid on or after
the date of this announcement.

The Offer extends to any Newbury Racecourse Shares in issue or unconditionally
allotted and fully paid (or credited as fully paid) on the date on which the
Offer is made and to any further Newbury Racecourse Shares unconditionally
allotted or issued fully paid (or credited as fully paid) while the Offer
remains open for acceptance (or by such earlier date as GPG Acquisitions may,
subject to the City Code or with the consent of the Panel, determine, not being
earlier than (a) the date on which the Offer becomes or is declared
unconditional in all respects and (b) if later, the first closing date of the
Offer).

The Offer is conditional on valid acceptances having been received in respect of
such number of Newbury Racecourse Shares which, together with the Newbury
Racecourse Shares held by GPG, carry 75 per cent. or more of the voting rights
normally exercisable at general meetings of Newbury Racecourse.

Newbury Racecourse Shareholders should note that the Offer will also be
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.
See paragraph 3 below for more information on the reasons behind this condition,
which is set out in full in paragraph 10 of Appendix I to this announcement.

The Offer Document containing the full terms and conditions of the Offer will be
posted to Newbury Racecourse Shareholders in due course.

3. Background to and reasons for the Offer

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

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,
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's 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 Newbury Racecourse Shareholders.

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 has 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 net inflow would be
achieved.

The redevelopment project, allied to the Company's continuing loss making
performance, has caused Newbury Racecourse to run up net debt of approximately
£4.91 million as at 31 December 2006. 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 being
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 tied into
the new redevelopment partnership for at least 10 years. In light of this, GPG
has been obliged to act to protect its investment by making the Offer, which
will afford Newbury Racecourse Shareholders the opportunity - as an alternative
to the Newbury Board's new strategy - to accept a premium offer for their
Newbury Racecourse Shares.

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.

For the reasons set out above, Newbury Racecourse Shareholders should note that
the Offer will be 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.

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 Newbury
Racecourse Shareholders to for the long term, GPG believes that Newbury is at a
crossroads. The Offer also provides Newbury Racecourse Shareholders with a
further alternative: of GPG assuming control of the business for the benefit of
all remaining shareholders. In view of the circumstances of the Offer, GPG does
not expect to receive a formal recommendation of the Offer from the Newbury
Board.

GPG strongly believes the Offer, which provides the certainty of cash at a 11.68
per cent. premium to the Closing Price of £9.85 per Newbury Racecourse Share on
13 November 2007, merits serious and immediate consideration by Newbury
Racecourse Shareholders.

4. Information on Newbury Racecourse

Newbury Racecourse is a UK-based public company that is quoted on the PLUS
market, a market operated by Plus Markets plc.

The Company owns and operates an equestrian racecourse in Newbury, South West
England. Newbury Racecourse held 27 days racing in 2006 (2005: 27 days). In
addition to racing activities, Newbury Racecourse operates a conference and
events centre, a 9-hole golf course and a children's nursery.

For the year ended 31 December 2006, the Company's consolidated turnover was
£5.76m (2005: £6.00m) and it sustained an operating loss before exceptional
items of £1.04m (2005: loss £0.28m). The loss before tax was £2.64m (2005:
profit £0.64m). Shareholders' funds at 31 December 2006 were £13.41m.

For the six months ended 30 June 2007, the Company's consolidated turnover was
£2.59m (2006: £2.32m) and it sustained an operating loss before exceptional
items of £0.79m (2005: loss £0.46m). The loss before tax was £1.37m (2005: loss
£0.53m). Shareholders' funds at 30 June 2007 were £12.14m.

Further information relating to Newbury Racecourse will be set out in the Offer
Document to be posted to Newbury Racecourse Shareholders in due course.

5. Information on the GPG Group

GPG Acquisitions is a private limited company registered in England and Wales
and a wholly-owned subsidiary of GPG plc, which is listed on the main boards of
the London Stock Exchange, the Australian Securities Exchange and the New
Zealand Stock Exchange.

GPG plc is an investment company with a diversified range of strategic
investments in a number of businesses, mainly located in the UK and Australasia.
GPG plc makes selective investments, predominantly in public companies, for the
purpose of enhancing and realising additional value by means of the appropriate
levels of shareholder influence and control.

For the year ended 31 December 2006, GPG plc's consolidated turnover was £1,356
million (2005: £1,195 million) and profit before taxation from continuing
operations was £36 million (2005: £79 million). Net assets at 31 December 2006
were £968 million.

6. Newbury Racecourse directors, management and employees

Following the Offer becoming or being declared unconditional in all respects:

• GPG will remain strongly committed to the operation of the
  Newbury racecourse for the foreseeable future;

• GPG's strategic plans for Newbury Racecourse's other assets, including fixed 
  assets, will depend upon the outcome of a thorough post acquisition strategic 
  review. GPG has no reason to believe that its strategic plans for Newbury 
  Racecourse will significantly impact upon the employment of Newbury 
  Racecourse's employees;

• GPG believes that it can provide the requisite proprietorial approach to 
  ensure the value of Newbury's existing assets is not significantly eroded by 
  the existing Newbury Board's proposed strategy; and

• the existing employment rights, including pension rights, of all the executive 
  directors, management and employees of Newbury Racecourse will be safeguarded.

7. Disclosure of interests in Newbury Racecourse

As at 13 November 2007 (being the last Business Day prior to the publication of
this announcement), neither GPG Acquisitions nor any other member of the GPG
Group (nor, so far as GPG Acquisitions is aware, any person acting or deemed to
be acting in concert with it) owned or controlled any Newbury Racecourse Shares
or had any options to acquire any Newbury Racecourse Shares, save for the
629,018 Newbury Racecourse Shares referred to in paragraph 1 above (which are
held by GPG Holdings).

8. Compulsory acquisition, cancellation of trading and re-registration

If the Offer becomes or is declared wholly unconditional and GPG Acquisitions
receives acceptances under the Offer in respect of, and/or GPG otherwise
acquires, 90 per cent. or more of the Newbury Racecourse Shares to which the
Offer relates, GPG Acquisitions intends to exercise its rights pursuant to the
provisions of sections 974 to 991 (inclusive) of the Companies Act 2006 to
acquire compulsorily any remaining Newbury Racecourse Shares to which the Offer
relates on the same terms as the Offer.

If the Offer becomes or is declared wholly unconditional and GPG Acquisitions
receives acceptances under the Offer in respect of Newbury Racecourse Shares
which, together with any Newbury Racecourse Shares acquired or agreed to be
acquired before or during the Offer, will result in GPG holding Newbury
Racecourse Shares carrying, in aggregate, 75 per cent. or more of the voting
rights then normally exercisable at general meetings of Newbury Racecourse, GPG
Acquisitions intends to procure the making of an application by the Company as
soon as it is appropriate to withdraw the Newbury Racecourse Shares from the
PLUS market and to re-register Newbury Racecourse as a private limited company
under the applicable statutory provisions.

9. Financing of the Offer

Strand Partners is satisfied that the necessary financial resources are
available to GPG Acquisitions for it to implement the Offer in full. Full
acceptance of the Offer would require a cash payment of approximately £26.57
million by GPG Acquisitions, which will be funded out of GPG's cash resources.
Further details of the financing arrangements will be set out in the Offer
Document.

10. Newbury Racecourse Share Scheme

The Offer will extend to any Newbury Racecourse Shares which are unconditionally
allotted or issued fully paid (or credited as fully paid) upon the exercise of
options granted under the Newbury Racecourse Share Scheme while the Offer
remains open for acceptance (or by such earlier date as GPG Acquisitions may,
subject to the City Code or with the consent of the Panel, determine, not being
earlier than (a) the date on which the Offer becomes or is declared
unconditional in all respects and (b) if later, the first closing date of the
Offer).

In the event that the Offer becomes or is declared unconditional in all
respects, GPG Acquisitions will write to participants in the Newbury Racecourse
Share Scheme to inform them of the effect of the Offer on their rights under the
Newbury Racecourse Share Scheme and to set out appropriate proposals to be made
in respect of their options.


Enquiries:

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

Strand Partners Limited                                     Tel: [phone]
Simon Raggett


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, in the case of Newbury Racecourse Shares in certificated
form, the related Form of Acceptance.
  
The full terms and conditions of the Offer (including details of how the Offer
may be accepted) will be set out in the Offer Document and, in the case of
Newbury Racecourse Shares in certificated form, the related Form of Acceptance.
In deciding whether or not to accept the Offer in relation to their Newbury
Racecourse Shares, Newbury Racecourse Shareholders should rely only on the
information contained, and procedures described, in the Offer Document and, in
the case of Newbury Racecourse Shares in certificated form, the related Form of
Acceptance. Newbury Racecourse Shareholders are strongly advised to read the
Offer Document posted to them in due course, which contains important
information.

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 will not be responsible to anyone
other than GPG Acquisitions for providing the protections afforded to customers
of Strand Partners or for providing advice in relation to the Offer or any other
matter referred to herein.

The Offer will not be made, directly or indirectly, in or into, or by the use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone, internet, email 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
instrumentality or facility or from within the Excluded Territories.

The release, publication or distribution of this announcement in jurisdictions
other the United Kingdom and the availability of the Offer to persons not
resident in and citizens of the United Kingdom may be restricted by law and
therefore persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about, and observe,
any such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of the relevant jurisdiction.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
release of this document shall not give rise to any implication that there has
been no change in the facts set out in this announcement since such date.
Nothing contained in this announcement shall be deemed to be a forecast,
projection or estimate of future financial performance, except where otherwise
stated.

This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning
Newbury Racecourse or GPG Acquisitions. 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 companies' 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.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Newbury Racecourse, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant transaction. This requirement will continue until the
date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the Offer Period
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Newbury Racecourse, they will be deemed to be a single person for
the purpose of Rule 8.3 of the Code.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Newbury Racecourse by GPG Acquisitions or Newbury Racecourse, or
by any of their respective "associates", must also be disclosed by no later than
12.00 p.m. (London time) on the Business Day following the date of the relevant
transaction. A disclosure table giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, and the number of such
securities in issue, can be found on the Panel's website at
www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a
person has long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated as having an
"interest" by virtue of the ownership or control of securities, or by virtue of
any option in respect of, or derivative referenced to, securities. Terms in
quotation marks are defined in the Code, which can also be found on the Panel's
website. If you are in any doubt as to whether or not you are required to
disclose a "dealing" under Rule 8 of the Code, you should consult the Panel.


                                   APPENDIX I

                   Conditions and further terms of the Offer

The Offer, which will be made by Strand Partners on behalf of GPG Acquisitions,
will be subject to the terms and conditions to be set out in full in the Offer
Document and, in the case of Newbury Racecourse Shares held in certificated
form, the Form of Acceptance, including the following conditions and terms:

1. valid acceptances being received (and not, where permitted, withdrawn) by not
   later than 1.00 p.m. (London time) on the first closing date of the Offer (or
   such later time(s) and/or date(s) as GPG Acquisitions may, subject to the 
   rules of the City Code or with the consent of the Panel, decide) in respect 
   of Newbury Racecourse Shares which, together with any Newbury Racecourse 
   Shares acquired or agreed to be acquired before or during the Offer, will
   result in GPG Acquisitions and any person acting in concert with it holding
   Newbury Racecourse Shares carrying, in aggregate, 75 per cent. (or such
   lesser percentage as GPG Acquisitions may decide) or more of the voting
   rights then normally exercisable at general meetings of Newbury Racecourse, 
   provided that this condition will not be satisfied unless GPG Acquisitions
   and persons acting in concert with it have acquired or agreed to acquire, 
   whether pursuant to the Offer or otherwise, Newbury Racecourse Shares 
   carrying, in aggregate, more than 50 per cent. of the voting rights then 
   normally exercisable at general meetings of Newbury Racecourse; and for the 
   purpose of this condition:

   (a) "the voting rights then normally exercisable at general meetings of 
       Newbury Racecourse" shall include (to the extent, if any, required by the 
       Panel) any such voting rights attaching to Newbury Racecourse Shares 
       which are unconditionally allotted or issued before the Offer becomes or 
       is declared unconditional as to acceptances, whether pursuant to the 
       exercise of any outstanding conversion, option or subscription rights or 
       otherwise; and

   (b) Newbury Racecourse Shares which have been unconditionally allotted but 
       not issued shall be deemed to carry the voting rights which they will 
       carry upon issue;

2. no Third Party having decided to take, institute or implement any action,
   proceeding, suit, investigation, enquiry or reference or having made, 
   proposed or enacted any statute, regulation or order or having withheld any 
   consent or having done or decided to do anything which would or might be 
   expected to:

   (a) make the Acquisition or its implementation, or the acquisition or the
       proposed acquisition by GPG of any shares in, or control of, Newbury 
       Racecourse or any of the assets of Newbury Racecourse void, illegal or 
       unenforceable under the laws of any jurisdiction, or otherwise, directly 
       or indirectly, restrain, revoke, prohibit, restrict or delay the same or 
       impose additional or different conditions or obligations with respect 
       thereto or otherwise challenge or interfere therewith;

   (b) require, prevent or materially delay a divestiture by any member of the
       Wider GPG Group of any shares in Newbury Racecourse;

   (c) require, prevent or delay the divestiture by any member of the Wider GPG
       Group or by any member of the Wider Newbury Racecourse Group of all or 
       any portion of their respective businesses, assets (including, without 
       limitation, the shares or securities of any other member of the Newbury 
       Racecourse Group) or property or impose any limitation on the ability of 
       any of them to conduct their respective businesses (or any of them) or 
       own their respective assets or properties or any part thereof;

   (d) impose any limitation on or result in a delay in the ability of any 
       member of the GPG Group to acquire, or to hold or to exercise 
       effectively, directly or indirectly, all or any rights of ownership of 
       shares (or the equivalent) in, or to exercise voting or management 
       control over, Newbury Racecourse or any member of the Wider Newbury 
       Racecourse Group or on the ability of any member of the Wider Newbury 
       Racecourse Group to hold or exercise effectively, directly or indirectly, 
       rights of ownership of shares (or the equivalent) in, or to exercise 
       rights of voting or management control over, any other member of the 
       Wider Newbury Racecourse Group;

   (e) require any member of the Wider GPG Group or any member of the Wider 
       Newbury Racecourse Group to acquire or offer to acquire any shares or 
       other securities (or the equivalent) in any member of the Wider Newbury 
       Racecourse Group or any interest in any asset owned by any third party;

   (f) impose any limitation on the ability of any member of the Newbury 
       Racecourse Group to integrate or co-ordinate its business, or any part of 
       it, with the businesses of any other member of the Wider Newbury 
       Racecourse Group;

   (g) impose any limitation on any member of the Wider Newbury Racecourse Group 
       on its ability, or result in any member of the Wider Newbury Racecourse 
       Group ceasing to be able, to carry on business in any jurisdiction in 
       which it presently does so;

   (h) cause any member of the Wider Newbury Racecourse Group to be restricted 
       in having the benefit of, or to cease to be entitled to, any 
       Authorisation used by it in the carrying on of its business; or

   (i) otherwise adversely affect the business, profits, assets, liabilities,
       financial or trading position of any member of the Wider Newbury 
       Racecourse Group;

3. all necessary notifications and filings having been made, all necessary
   waiting and other time periods (including any extensions thereof) under any
   applicable legislation or regulation of any jurisdiction in which Newbury
   Racecourse or any subsidiary or subsidiary undertaking of Newbury Racecourse 
   is incorporated or carries on business having expired, lapsed or having been
   terminated (as appropriate) and all statutory or regulatory obligations in 
   any jurisdiction in which Newbury Racecourse or a subsidiary shall be 
   incorporated or carries on business having been complied with, in each case, 
   in connection with the Acquisition or its implementation, and all such 
   Authorisations deemed necessary by GPG Acquisitions for or in respect of the 
   Acquisition having been obtained on terms and in a form reasonably 
   satisfactory to GPG Acquisitions from all appropriate Third Parties and all 
   such Authorisations remaining in full force and effect and there being no 
   written notice of an intention to revoke or vary or not to renew the same in
   each case at the time at which the Acquisition becomes otherwise 
   unconditional;

4. all applicable waiting periods and any other time periods during which any
   Third Party could, in respect of the Acquisition or the acquisition or 
   proposed acquisition of any shares or other securities (or the equivalent) 
   in, or control of, Newbury Racecourse or any member of the Wider Newbury
   Racecourse Group by GPG, institute or implement under the laws of any 
   jurisdiction any action, proceedings, suit, investigation, enquiry or 
   reference having expired;

5. there being no provision of any authorisation, arrangement, agreement,
   licence, permit, franchise, facility, lease or other instrument to which any
   member of the Wider Newbury Racecourse Group is a party or by or to which any
   such member or any of its respective assets are bound, entitled or subject 
   and which, in consequence of the Acquisition or the acquisition or proposed
   acquisition by GPG of any shares or other securities (or the equivalent) in
   Newbury Racecourse or control of Newbury Racecourse or any member of the 
   Newbury Racecourse Group or because of a change in the control or management 
   of Newbury Racecourse or otherwise, would or might result in:

   (a) any monies borrowed by, or any indebtedness or liability (actual or
       contingent) of, or any grant available to any member of the Wider Newbury
       Racecourse Group being or becoming, or becoming capable of being or 
       becoming declared, repayable immediately or prior to their or its stated
       maturity or repayment date, or the ability of any member of the Wider 
       Newbury Racecourse Group to borrow monies or incur any indebtedness being 
       or becoming withdrawn, prohibited or inhibited;

   (b) the creation or enforcement of any mortgage, charge or other security
       interest wherever existing or having arisen over the whole or any part of
       the business, property or assets of any member of the Wider Newbury 
       Racecourse Group or any such mortgage, charge or other security interest 
       becoming enforceable or being enforced;

   (c) any such authorisation, arrangement, agreement, licence, permit, 
       franchise, facility, lease or other instrument or the rights, 
       liabilities, obligations or interests of any member of the Wider Newbury
       Racecourse Group thereunder, or the business of any such member with any 
       person, firm or body (or any arrangement or arrangements relating to any 
       such interest or business), being terminated or adversely modified or 
       affected or any adverse action being taken or any obligation or liability 
       arising thereunder;

   (d) any assets or interests of, or any asset the use of which is enjoyed by, 
       any member of the Wider Newbury Racecourse Group being or falling to be 
       disposed of or charged or ceasing to be available to any member of the 
       Wider Newbury Racecourse Group or any right arising under which any such
       asset or interest would be required to be disposed of or charged or would 
       cease to be available to any member of the Wider Newbury Racecourse Group
       otherwise than in the ordinary course of business;

   (e) any member of the Wider Newbury Racecourse Group being restricted in its
       ability, or ceasing to be able, to carry on business in the manner it is
       currently conducted or under any name under which it presently does so;

   (f) the value of, or financial or trading position or prospects of, any 
       member of the Wider Newbury Racecourse Group being prejudiced or 
       adversely affected; or

   (g) the creation of any liability or liabilities (actual or contingent) by 
       any member of the Wider Newbury Racecourse Group,

   and no event having occurred which, under any provision of any such
   authorisation, arrangement, agreement, licence, permit, franchise, lease or
   other instrument to which any member of the Wider Newbury Racecourse Group is
   a party or by or to which any such member or any of its assets may be bound 
   or subject, could result in any of the events or circumstances referred to in
   paragraphs (a) to (g) of this paragraph 5;

6. since 31 December 2006, other than as disclosed in the annual report and
   accounts of Newbury Racecourse for the year ended on that date or as publicly
   announced by or on behalf of Newbury Racecourse on or prior to 1 November 
   2007:

   (a) no member of the Wider Newbury Racecourse Group having recommended,
       declared, paid or made, or proposed the recommendation, declaration, 
       paying or making of, any dividend, bonus or other distribution whether in 
       cash or otherwise;

   (b) no member of the Wider Newbury Racecourse Group having issued, or 
       authorised or proposed or agreed the issue or grant of, additional shares
       of any class or securities convertible into, or rights over, such shares 
       or convertible securities or purchased, redeemed, repaid, reduced or 
       reclassified any part of its share capital or proposed or announced an 
       intention to do so or make any other change to its share capital;

   (c) no member of the Wider Newbury Racecourse Group having authorised, 
       issued, or proposed the issue of, any debentures or incurred or increased 
       any indebtedness or contingent liability;

   (d) there having been no adverse change or deterioration of the businesses,
       financial or trading position or profits or prospects of any member of 
       the Wider Newbury Racecourse Group;

   (e) no member of the Wider Newbury Racecourse Group having merged or demerged
       with any body corporate or acquired or disposed of or transferred (in 
       each case otherwise than in the ordinary course of trading) any material 
       assets (including shares in subsidiaries, associates and trade 
       investments and interests in real property) or made any change in its 
       share or loan capital, or implemented or authorised or proposed a 
       reconstruction, amalgamation, commitment or scheme of arrangement, or 
       authorised or proposed or announced any intention to propose any merger, 
       demerger, acquisition, disposal, transfer, reconstruction, amalgamation,
       commitment, scheme of arrangement or change as aforesaid;

   (f) no litigation or arbitration proceedings, prosecution, investigation or
       other legal proceedings to which any member of the Wider Newbury 
       Racecourse Group is or might become a party (whether as claimant, 
       respondent or otherwise) having been instituted or threatened or 
       remaining outstanding which have not subsequently been irrevocably or 
       unconditionally withdrawn with the relevant member of the Wider Newbury 
       Racecourse Group being released from all liability in relation to the 
       subject matter of the claim or action to which it is a party;

   (g) no contingent liability having arisen which might be reasonably likely to
       affect adversely any member of the Wider Newbury Racecourse Group;

   (h) no member of the Wider Newbury Racecourse Group having entered into or
       varied or terminated or authorised, proposed or announced its intention 
       to enter into or vary or terminate any contract (including any 
       guarantee), transaction, arrangement or commitment (whether in respect of 
       capital expenditure or otherwise) which is not in the ordinary course of 
       business or is of a long-term or unusual or onerous nature or magnitude 
       or which would be restrictive of the business of any member of the Wider 
       Newbury Racecourse Group or involves or would be likely to involve an 
       obligation of a nature or magnitude which is other than in the ordinary 
       course of business;

   (i) save in the ordinary course of business no member of the Wider Newbury
       Racecourse Group having mortgaged, charged, encumbered or created any 
       other security interest over the whole or any part of the business, 
       property or assets of the Wider Newbury Racecourse Group or over any 
       right, title or interest in any such assets;

   (j) no member of the Wider Newbury Racecourse Group having entered into or
       varied or agreed or offered (such offer remaining open for acceptance) to 
       enter into or vary the terms of any service agreement with any of the 
       directors or senior executives of any member of the Newbury Racecourse 
       Group;

   (k) no member of the Wider Newbury Racecourse Group having taken any 
       corporate action for its winding-up, dissolution or reorganisation or for
       the appointment of a receiver, administrator, administrative receiver, 
       trustee or similar officer or had any such person appointed in respect of
       all or any of its assets and revenues or any analogous proceedings or 
       steps in any jurisdiction having been taken or for the appointment of any 
       analogous person in any jurisdiction;

   (l) no member of the Wider Newbury Racecourse Group having been, or admitted 
       in writing that it is, unable to pay its debts or having stopped or 
       suspended (or threatened to stop or suspend) payment of its debts 
       generally or ceased or threatened to cease carrying on all or a material 
       part of its business;

   (m) no member of the Wider Newbury Racecourse Group having entered into any
       contract, transaction or arrangement which would be restrictive on the 
       scope of its business or any part of its business;

   (n) no member of the Wider Newbury Racecourse Group having waived or 
       compromised any claim otherwise than in the ordinary course of business;

   (o) no member of the Wider Newbury Racecourse Group having made any 
       amendments or variations to its memorandum or articles of association or 
       other constitutional documents;

   (p) no member of the Wider Newbury Racecourse Group having sold, assigned or
       otherwise disposed of any property or any rights to or interests in any
       property currently owned or occupied by it;

   (q) no member of the Wider Newbury Racecourse Group having made or agreed to 
       any change to the terms of the trust deeds constituting the pension 
       schemes established for its directors and/or employees and/or their 
       dependants or to the benefits which accrue, or to the pensions which are
       payable, thereunder, or to the basis on which qualification for or 
       accrual or entitlement to such benefits or pensions are calculated or 
       determined, or to the basis upon which the liabilities (including 
       pensions) of such pension schemes are funded or made, or agreed or 
       consented to any change to the trustees involving the appointment of a
       trust corporation;

   (r) no steps having been taken which are likely to result in the withdrawal,
       cancellation, termination or modification of any licence, consent, 
       permit, access right or other authorisation held by any member of the 
       Wider Newbury Racecourse Group which is necessary for the proper carrying 
       on of its business;

   (s) permitted a variation of or otherwise improved the terms or rules
       governing the Newbury Racecourse Share Scheme;

   (t) no member of the Wider Newbury Racecourse Group having proposed or
       entered into any contract, agreement, arrangement or commitment with 
       respect to any of the transactions or events referred to in this 
       paragraph 6; and

   (u) no member of the Wider Newbury Racecourse Group having passed any 
       resolution in general meeting or made any offer (which remains open for 
       acceptance) to sanction, approve, or implement any such issue, merger, 
       de-merger, acquisition, disposal, change, transaction, contract or 
       commitment or otherwise as is referred to in this paragraph 6;

7. GPG Acquisitions not having discovered:

   (a) that any financial, business or other information about Newbury 
       Racecourse as contained in the information disclosed publicly from time 
       to time by or on behalf of Newbury Racecourse, whether in the context of 
       the Offer or otherwise, is materially misleading, contains a material 
       misrepresentation of fact or omits to state a fact necessary to make the 
       information contained therein not materially misleading and such 
       information has not been corrected by a subsequent announcement on or 
       prior to 1 November 2007; or

   (b) that Newbury Racecourse is subject to any liability, contingent or
       otherwise, which is not disclosed in the annual report and accounts of 
       Newbury Racecourse for the year ended 31 December 2007 and which would or 
       could reasonably be expected to affect materially and adversely the 
       business of Newbury Racecourse;

8. except as disclosed in the annual report and accounts of Newbury Racecourse
   for the year ended 31 December 2006 or as publicly announced by or on behalf 
   of Newbury Racecourse on or prior to 1 November 2007, no member of the 
   Newbury Racecourse Group being in default under the terms or conditions of 
   any facility or agreement or arrangement for the provision of loans, credit 
   or drawdown facilities, or of any security, surety or guarantee in respect of  
   any facility or agreement or arrangement for the provision of loans, credit 
   or drawdown facilities to any member of the Newbury Racecourse Group;

9. except as disclosed in the annual report and accounts of Newbury Racecourse
   for the year ended 31 December 2006 or as publicly announced by or on behalf 
   of Newbury Racecourse on or prior to 1 November 2007, GPG Acquisitions not 
   having discovered in relation to any release, emission, discharge, disposal 
   or other fact or circumstance which has caused or reasonably might impair the 
   environment or harm human health:

   (a) that any member of the Wider Newbury Racecourse Group is subject to any
       material liability, contingent or otherwise;

   (b) that any past or present member of the Wider Newbury Racecourse Group has
       acted in violation of any laws, statutes, regulations, notices or other 
       legal or regulatory requirements of any Third Party;

   (c) that there is, or is likely to be, any liability, whether actual or
       contingent, to make good, repair, reinstate or clean up any property now 
       or previously owned, occupied or made use of by any past or present 
       member of the Wider Newbury Racecourse Group, or any controlled waters, 
       under any environmental legislation, regulation, notice, circular, order 
       or other lawful requirement (whether by formal notice or order or not) of 
       any Third Party or otherwise; or

   (d) that circumstances exist at the date the Offer is made which are likely 
       to result in any actual or contingent liability to any member of the 
       Wider Newbury Racecourse Group under any applicable legislation referred 
       to in sub-paragraph (c) above to improve or modify existing or install 
       new plant, machinery or equipment or to carry out any changes in the 
       processes currently carried out; and

10. since 31 December 2006, other than as disclosed in the annual report and
    accounts of Newbury Racecourse for the year ended on that date or as 
    publicly announced by or on behalf of Newbury Racecourse on or prior to 1 
    November 2007, neither Newbury Racecourse nor any other member of the 
    Newbury Racecourse Group having entered into or entering into any agreement, 
    arrangement or commitment, or amending any existing agreement, with David 
    Wilson Homes Limited or any other member of the Barratt Developments PLC 
    group of companies, or any other third party:

   (a) for the disposal of all or any part of or any interest in any real estate
       asset of Newbury Racecourse or any other member of the Newbury Racecourse 
       Group (including without limitation any sale, assignment, novation, lease 
       or licence of or option over all or any part of or any interest in any 
       such asset or any sale or transfer of any shares, other securities or 
       interests in or rights over any corporation, firm, partnership or other 
       entity holding any such asset) other than immaterial assets or interests
       in immaterial assets disposed of in the ordinary course of business;

   (b) in relation to any joint venture, partnership, development, construction 
       or other similar agreement or arrangement relating to all or any part of
       or any interest in any asset referred to in paragraph 10(a) above; or
   
   (c) relating to, or which may lead to, any of the matters referred to in
       paragraphs 10(a) and 10(b) above.
11. 
For the purposes of the conditions set out above:

   (i) "parent undertaking", "associated undertaking" and "undertaking" have the
        meanings given by the European Communities (Companies: Group Accounts)
        Regulations, 1992;

   (ii) "substantial interest" means an interest in 20 per cent. or more of the
        voting equity capital of an undertaking;

   (iii)"Wider GPG Group" means GPG plc and any of its subsidiaries or 
        subsidiary undertakings or associated companies (including any joint
        venture, partnership, firm, company or undertaking in which any member 
        of the GPG Group (aggregating their interests) is interested) or any 
        company in which any member of the GPG Group has a substantial interest; 
        and

   (iv) "Wider Newbury Racecourse Group" means Newbury Racecourse or any of its
        subsidiaries or subsidiary undertakings or associated companies 
        (including any joint venture, partnership, firm, company or undertaking 
        in which any member of the Newbury Racecourse Group (aggregating their 
        interests) is interested) or any company in which any member of the 
        Newbury Racecourse Group has a substantial interest.

The conditions above are inserted for the benefit of GPG Acquisitions and no
Newbury Racecourse Shareholder shall be entitled to waive any of the conditions.
Each condition shall be regarded as a separate condition and shall not be
limited by reference to any other condition.

Subject to the requirements of the Panel, GPG Acquisitions reserves the right to
waive, in whole or in part, all or any of conditions 2 to 10 inclusive. The
Offer will lapse unless the conditions set out in 2 to 10 above are fulfilled or
(if capable of waiver) waived by GPG Acquisitions or, where appropriate, have
been determined by GPG Acquisitions to be or to remain satisfied no later than
midnight on the day which is 21 days after the later of the first closing date
and the date of the Offer on which the Offer becomes or is declared
unconditional as to acceptances, or such later date as GPG Acquisitions may,
with the consent of the Panel, decide.

GPG Acquisitions shall be under no obligation to waive or treat as fulfilled any
of conditions 2 to 10 inclusive by a date earlier than the latest date specified
above for the fulfillment thereof notwithstanding that the other conditions of
the Offer may at such earlier date have been waived or fulfilled and that there
are at such earlier date no circumstances indicating that any of such conditions
may not be capable of fulfillment.

The Offer will lapse if the proposed acquisition of Newbury Racecourse by GPG
Acquisitions is referred to the Competition Commission before 1.00 p.m. (London
time) on the first closing date or the time and date on which the Offer becomes
or is declared unconditional as to acceptances, whichever is the later.

If GPG Acquisitions is required by the Panel to make an offer for Newbury
Racecourse under Rule 9 of the Code, GPG Acquisitions may make such alterations
to the conditions of the Offer set out above as are necessary to comply with
that rule.

In circumstances where the Offer lapses, the Offer will cease to be capable of
further acceptances and persons accepting the Offer and GPG Acquisitions will
cease to be bound by acceptances delivered on or before the date on which the
Offer so lapses.

The Newbury Racecourse Shares which are the subject of the Offer will be
acquired under the Offer fully paid and free from all liens, equities, charges,
encumbrances, rights of pre-emption and any other third party rights or
interests of any nature whatsoever and together with all rights now or hereafter
attaching thereto, including the right to receive and retain in full all
dividends and other distributions declared, made or paid (if any) on or after 14
November 2007.

                                  APPENDIX II

                               Bases and Sources

In this announcement, unless otherwise stated or the context otherwise requires,
the following bases and sources have been used:

1. General

Financial information relating to Newbury Racecourse has been extracted from the
relevant published statutory annual report and financial statements of Newbury
Racecourse and/or public statements made by Newbury Racecourse.

2. Value of the Offer

The value of the Offer has been calculated on the basis of 3,044,333 Newbury
Racecourse Shares in issue as at the date of this announcement. The Offer values
the current issued ordinary share capital of Newbury Racecourse at approximately
£33.49 million based on the Offer price of £11 for each Newbury Racecourse
Share.

3. Time

All the times referred to in this announcement are London times.



                                  APPENDIX III

                                  Definitions

The following definitions apply throughout this announcement unless the context
requires otherwise:

"Australia"       the Commonwealth of Australia, its states, territories and
                  possessions;

"Acquisition"     the acquisition by GPG Acquisitions of Newbury Racecourse to
                  be implemented by way of the Offer;

"Authorisation"   each authorisation, order, recognition, grant, consent,
                  clearance, confirmation, licence, permission and approval in
                  any jurisdiction;

"Business Day" or a day (other than a Saturday, Sunday or a public holiday) on
"business day"    which clearing banks are generally open for business in the
                  City of London;

"Canada"          Canada, its provinces and territories and all areas subject to
                  its jurisdiction and any political sub-division thereof;

"certificated" or a share or other security which is not in uncertificated form
"in certificated  (that is, not in CREST);
form"

"City Code" or    the City Code on Takeovers and Mergers;
"Code"

"Closing Price"   the closing middle market quotation of a Newbury Racecourse
                  Share as derived from the PLUS market on any particular day;

"Companies Act"   the Companies Act 1985;

"Companies Act    the Companies Act 2006;
2006"

"CREST"           the relevant system (as defined in the Regulations) in respect
                  of which CRESTCo is the Operator (as defined in the
                  Regulations);

"CRESTCo"         Euroclear UK & Ireland Limited;

"Excluded         Australia, Canada, Japan, South Africa and the United States;
Territories"

"Form of          the form of acceptance and authority for use in connection
Acceptance"       with the Offer accompanying the Offer Document , to be
                  completed by Newbury Racecourse Shareholders who wish to
                  accept the Offer (and "Forms of Acceptance" shall be construed
                  accordingly);

"GPG              GPG Acquisitions No. 5 Limited, a company registered in
Acquisitions"     England and Wales with number 6422876 and whose registered
                  office is at First Floor, Times Place, 45 Pall Mall, London
                  SW1W 5GP;

"GPG Group" or    GPG plc and its direct and indirect subsidiaries and
"GPG"             subsidiary undertakings;

"GPG Holdings"    GPG (UK) Holdings plc, a company registered in England and
                  Wales with number 00159975 and whose registered office is at
                  First Floor, Times Place, 45 Pall Mall, London SW1W 5GP and a
                  wholly-owned subsidiary of GPG plc;

"GPG plc"         Guinness Peat Group plc, a company registered in England and
                  Wales with registered number 00103548 and whose registered
                  office is at First Floor, Times Place, 45 Pall Mall, London
                  SW1W 5GP

"Japan"           Japan, its cities, prefectures, territories and possessions;

"London Stock     London Stock Exchange plc;
Exchange"

"Newbury Board"   the board of directors of Newbury Racecourse;

"Newbury          Newbury Racecourse PLC, a company incorporated in England and
Racecourse" or    Wales with registered number 00080774 whose registered office
the "Company"     is at The Racecourse, Newbury, Berks RG14 7NZ;

"Newbury          Newbury Racecourse and its direct and indirect subsidiaries
Racecourse        and subsidiary undertakings from time to time;
Group"

"Newbury          ordinary shares of 10 pence nominal value each in the capital
Racecourse        of the Company;
Shares"

"Newbury          the holders, from time to time, of Newbury Racecourse Shares;
Racecourse
Shareholders"

"Newbury          the Newbury Executive Share Option Scheme;
Racecourse Share
Scheme"

"Offer"           the cash offer to be made by Strand Partners on behalf of GPG
                  Acquisitions to acquire all of the issued and to be issued
                  Newbury Racecourse Shares on the terms and subject to the
                  conditions to be set out in the Offer Document and, in case of
                  shares held in certificated form, the Form of Acceptance,
                  including, where the context requires, any subsequent
                  revision, variation, extension or renewal of such offer;

"Offer            the formal document setting out the full terms and conditions
Document"         of the Offer to be posted to Newbury Racecourse Shareholders
                  in due course;

"Offer Period"    the period commencing on (and including) 14 November 2007 and
                  ending at 1.00 p.m. on the first closing date of the Offer or,
                  if later, the date on which the Offer becomes, or is declared,
                  unconditional as to acceptances or lapses;

"Offer Price"     the price of £11 per Newbury Racecourse Share;

"Overseas         Newbury Racecourse Shareholders who are citizens or residents
Shareholders"     of countries other than the UK;

"Panel"           the Panel on Takeovers and Mergers;

"Regulations"     the Uncertificated Securities Regulations 2001 (SI 2001/3755);

"South Africa"    the Republic of South Africa, its possessions and territories
                  and all areas subject to its jurisdiction or any political
                  subdivision thereof;

"Strand           Strand Partners Limited which is authorised and regulated by
Partners"         the Financial Services Authority;

"subsidiary" and  have the meanings given to them by sections 736 and 258
"subsidiary       (respectively) of the Companies Act;
undertaking"

"Third Party"     a central bank, government or governmental,
                  quasi-governmental, supranational, statutory, regulatory or
                  investigative body, including any national anti-trust or
                  merger control authorities, court, tribunal, trade agency,
                  professional association, environmental body or any analogous
                  body whatsoever in any jurisdiction;

"uncertificated"  a share or other security recorded on the relevant share
or "in            register as being held in uncertificated form in CREST and
uncertificated    title to which, by virtue of the Regulations, may be
form"             transferred by means of CREST;

"United Kingdom"  the United Kingdom of Great Britain and Northern Ireland;
or "UK"

"United States"   the United States of America, its territories or possessions,
or "USA"          any state of the United States of America and the District of
                  Columbia and all other areas subject to its jurisdiction;

"U.S. Person(s)"  a citizen or permanent resident of the United States as
                  defined in Regulation S promulgated under the U.S. Securities
                  Act;

"U.S. Securities  United States Securities Act of 1933 (as amended).; and
Act"

"£", "GBP",       the lawful currency of the United Kingdom.
"pence" and
"sterling"

Any references to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa and words
importing the masculine shall include the feminine or neutral gender.

END



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