The Corporate Group at Mayer, Brown, Rowe & Maw LLP advised Sir Stanley Clarke and Northern Racing Limited, one of the UK’s leading racecourse operators, on its reverse takeover of AIM-listed The Chepstow Racecourse PLC.
The transaction, which completed on 13 October 2003, was structured by way of the simultaneous acquisition by Chepstow from St. Modwen Properties PLC’s and Sir Stanley Clarke of their respective shareholdings in Northern Racing in consideration for the allotment of new shares in Chepstow.
As a result of the merger, the enlarged group now owns nine of the UK’s 59 racecourses, at Bath, Brighton, Chepstow, Fontwell Park, Great Yarmouth, Hereford, Newcastle, Sedgefield and Uttoxeter.
This is the eighth transaction on which Mayer, Brown, Rowe & Maw LLP have been instructed by Northern Racing as lead corporate counsel. Corporate partner Stephanie Bates led the team, assisted by corporate lawyers Jonathan Crawford, Michael Wallin and Neill Stephen and Real Estate partner Iain Thomas, assisted by Andrew Hepner and Richard Tilbrook.
Commenting on the transaction, Stephanie Bates said “This was a very interesting transaction from a legal perspective. In addition to the issues one expects to encounter on a public transaction of this nature – the AIM rules on reverse takeovers and related party transactions and liaising with the Takeover Panel in relation to the Rule 9 whitewash application – all advisers had to keep abreast of current developments in the industry, such as the ongoing OFT review of UK horseracing regulation, the proposed restructuring of the Tote, the Government’s new Gambling Bill (published during the course of the negotiations) and protests by jockeys against the Jockey Club’s new rules on the use of mobile phones during race meetings, and consider each appropriately in the context of the transaction”.
