News Archive

Proposed Disposal of Shareholding in Northern Racing Limited to The Chepstow Racecourse PLC

St. Modwen Properties PLC (“the Company”), the regeneration specialist, has agreed to sell its 35% shareholding in Northern Racing Limited (“Northern”) to The Chepstow Racecourse PLC (“Chepstow”) for a consideration of £12m to be satisfied by the issue of new ordinary shares in Chepstow.

This will be achieved by the sale to Chepstow of 100% of Northern through the simultaneous acquisition by Chepstow of both the Company’s shares in Northern and, by means of the acquisition of Stanley Clarke Leisure Limited, Sir Stanley Clarke’s 65% shareholding.


* Following the transaction, the Company will hold 27.2% of Chepstow. Sir Stanley Clarke’s shareholding after the Disposal will be 57%

* The transaction is conditional upon approval by the shareholders of both the Company and Chepstow, and an Extraordinary General Meeting of the Company will be held on 6 October 2003

* At the quoted mid-market price of 125 pence per Chepstow share on 15 September 2003, the Company’s shareholding in Northern has a value of £12m. The carrying value of the investment as at 31 July 2003 was £7.5m

* In accordance with UITF 31, the 27.2% investment in Chepstow cannot be marked to market value, and hence the £4.5m uplift that would otherwise arise on such a revaluation will remain unrecognised unless the Company disposes of some or all of the investment in Chepstow

* The Company has agreed that it will not, save in certain limited circumstances, for a period of twelve months from the date of admission of the new Chepstow shares, dispose of any of its shareholding

* The disposal is expected to be completed on 13 October 2003, and dealings in the new Chepstow shares are expected to commence on AIM on 13 October 2003

Anthony Glossop, Deputy Chairman & Chief Executive of St Modwen, said:

“This transaction provides us with a public listing for our long standing and successful investment in Northern. The benefits of this include:

* a market valuation for the Company’s investment in Northern;

* the opportunity to finance acquisitions and other funding requirements by the issue of shares;

* the recognition of Northern as a fully-fledged independent operator;

* providing access to a market for the shares, in the event that the Company sought to reduce or dispose of its holding

* the receipt of dividend income from Chepstow, giving the Company a cash return on its investment for the first time

* the transaction creates a high quality portfolio of nine racecourses which will enable future synergy benefits to be delivered

* We believe that, as a result of this transaction, the business’s prospects will be enhanced to the benefit of all shareholders.”

For further information please contact:

St. Modwen Properties PLC

Anthony Glossop, Deputy Chairman & Chief Executive

Bill Oliver, Managing Director

Tim Haywood, Finance Director On 21 July – 020 7067 0700

thereafter – 0121 456 2800

Weber Shandwick Square Mile

Reg Hoare/Katie Hunt 020 7067 0700