Offer Update

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 The board of Macfarlane is pleased to announce that, following the announcement of its Increased Final Offer, Macfarlane now owns or has secured acceptances or irrevocable undertakings of acceptance (Note 1) over a total of 8,919,378 BPI shares representing 24.2 per cent. of the issued share capital of BPI (Note 2). John Ward, chairman of Macfarlane said 'Our Increased Final Offer gives shareholders a cash exit at 310 pence per share for 100% of their holdings. Clearly shareholders see this as attractive.' * 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. Note 1 These irrevocable undertakings will cease to be binding if a competing offer is made at 342 pence or above and Macfarlane does not increase its offer to a level equal to or above that of the competing offer within 7 days of the competing offer having been made. Note 2 Irrevocable undertakings to accept or use best endeavours to procure the acceptance of the Increased Final Offer have been received from Baillie Gifford & Co and Deutsche Asset Management Limited in respect of a total of 3,780,664 BPI shares representing approximately 10.2 per cent. of the existing issued share capital of BPI. Macfarlane also has, as at 3.00 pm on 30 November 2000, valid acceptances in respect of 462,208 BPI shares representing 1.25% per cent of the issued share capital of BPI. Macfarlane owns a total of 4,676,506 BPI shares, of which 325,000 were held before the Offer Period (representing 0.88% of the issued share capital of BPI) and 4,351,506 were acquired during the Offer Period (representing 11.8% of the issued share capital of BPI). 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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