Increased Final Cash Offer

Macfarlane Group PLC 1 December 2000 PRESS RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN 1 December 2000 FOR IMMEDIATE RELEASE MACFARLANE GROUP INCREASED FINAL* CASH OFFER FOR BRITISH POLYTHENE INDUSTRIES PLC Macfarlane has been asked to retract a statement made yesterday and a statement attributed to a Macfarlane spokesman in today's Herald. UK Taxation The Macfarlane announcement noted that 'few of BPI's shareholders have the luxury of a capital gain'. Macfarlane is unable to verify this statement as it does not have detailed information on the purchase costs of all BPI shareholders or their tax position and therefore retracts this statement. Macfarlane however believes that its Increased Final Cash Offer will not give rise to a UK capital gains tax liability for a number of shareholders. The price of BPI shares has fallen from 769 pence in 1997 to 137.25 pence earlier this year. Since 1 September 1991, the closing price of BPI shares (source: Datastream) has been over 310 pence during the following periods: - the seven years to 1 November 1998 - 4 November 1998 to 15 November 1998 - 12 January 1999 to 27 September 1999 - 30 September 1999 to 17 October 1999. Shareholders with BPI shares purchased during these periods are unlikely to have a capital gain as a result of the Increased Final Cash Offer. Macfarlane would always advise shareholders including BPI shareholders to seek tax advice and undertake their own tax planning in relation to UK capital gains tax. Verbal undertakings The comment attributed to a Macfarlane spokesman in the Herald stating that 'verbal undertakings to accept had been received from shareholders owning another 10% of BPI' is not correct and is retracted. Macfarlane will keep Macfarlane and BPI shareholders advised of significant developments. * Macfarlane reserves the right to revise and/or increase and /or extend the Increased Final Offer in the event of a competitive situation (as determined by the Panel) arising or otherwise with the consent of the Panel. Words and expressions defined in previous Macfarlane documents and announcements have the same meanings in this announcement, unless otherwise indicated. Enquiries: Macfarlane Group PLC 0141 333 9666 Iain Duffin Noble Grossart Limited 0131 226 7011 Sir Angus Grossart Todd Nugent HSBC 020 7336 9000 John Hannaford Bell Pottinger 020 7353 9203 David Rydell Kate Power Beattie Media 01698 787878 Gordon Beattie Copies of the Original Offer Document and the document sent to BPI shareholders on 2 November 2000, are available free of charge from Lloyds TSB Registrars, Antholin House, 71 Queen Street, London EC4N 1SL (telephone 0870 600 2027). The Increased Final Offer Document and the Revised Form of Acceptance will be posted on or before 2 December 2000 and copies will be available from Lloyds TSB Registrars thereafter. The directors of Macfarlane (whose names are set out in paragraph 2 of part 7 of the Original Offer Document) accept responsibility for the information contained in this announcement save that the only responsibility accepted by them in respect of the information contained in this announcement relating to BPI, the BPI group and the directors of BPI, which has been compiled from publicly available sources, has been to ensure that such information has been correctly and fairly reproduced and presented. Save as aforesaid, and to the best of the knowledge and belief of the directors of Macfarlane (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. Noble Grossart Limited, which is regulated in the UK by The Securities and Futures Authority Limited, is acting for Macfarlane and no one else in connection with the Increased Final Offer, and will not be responsible to anyone other than Macfarlane for providing the protections afforded to customers of Noble Grossart, or for providing advice in relation to the Increased Final Offer. The contents of this announcement have been approved by Noble Grossart Limited for the purpose only of Section 57 of the Financial Services Act 1986.
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