Offer Update

Macfarlane Group PLC 8 December 2000 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN 8 December 2000 FOR IMMEDIATE RELEASE MACFARLANE GROUP INCREASED FINAL* CASH OFFER FOR BRITISH POLYTHENE INDUSTRIES PLC Accept our Increased Final Offer now Macfarlane is today writing to BPI shareholders urging them to accept Macfarlane's Increased Final Cash Offer of 310 pence per share. The contents of the letter are as follows:- Discussions with third party terminated On 7 December 2000 BPI announced that its discussions with the third party it referred to in its letter to you of 4 December 2000 had terminated. This leaves Macfarlane's Increased Final Cash Offer of 310 pence per share as the only offer on the table for all of your shares. Tax on BPI's buyback A disposal of shares under the Increased Final Offer is no less tax efficient than a disposal of the equivalent number of shares under the proposed BPI share buyback. BPI can only offer you further uncertainty * The equivalent of only 96 pence ** per share in cash. * Uncertain value for the majority of your BPI shares. * A smaller company with less liquidity. Accept our Increased Final Offer now * Please complete and sign the Revised Form of Acceptance * Return the Revised Form of Acceptance as soon as possible and, in any event, so as to arrive not later than 1.00 p.m. on Saturday 16 December 2000, to Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA or by hand only to Lloyds TSB Registrars, Antholin House, 71 Queen Street, London EC4N 1SL. Iain Duffin, Macfarlane CEO said today: 'Now that the third party has withdrawn, the choice for BPI shareholders has clarity. BPI's proposed tender offer leaves shareholders facing an uncertain value for the remaining 70% of their stock. What is absolutely clear is that BPI shareholders have the opportunity to receive 310 pence in cash for each of their shares, by simply completing and posting their acceptances now.' * 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. ** BPI buyback proposal in respect of all issued BPI shares on an average per share basis (being 30 per cent. of 320 pence and assuming full take-up of the tender offer). This announcement should be read in conjunction with the Original Offer Document, the document sent to BPI shareholders on 2 November 2000, the Increased Final Offer Document and the Revised Form of Acceptance. Definitions contained in these documents apply in this letter save where the context requires otherwise. 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, the document sent to BPI shareholders on 2 November 2000, the Increased Final Offer Document and the Revised Form of Acceptance are available free of charge from Lloyds TSB Registrars, Antholin House, 71 Queen Street, London EC4N 1SL (telephone 0870 600 2027). 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, which has been complied from publicly available sources, has been to ensure that such information has been correctly and fairly reproduced and presented. Save as aforesaid, 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 Limited, 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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