Offer Update

Macfarlane Group PLC 11 December 2000 PRESS RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN 11 December 2000 FOR IMMEDIATE RELEASE MACFARLANE GROUP INCREASED FINAL* CASH OFFER FOR BRITISH POLYTHENE INDUSTRIES PLC Accept our Increased Final Offer now Macfarlane urges all BPI shareholders to accept the Increased Final Cash Offer of 310 pence per share now. Macfarlane understands that the usual delays to postal services in the run up to Christmas have been made worse by disruption to rail services and adverse weather. The Royal Mail is advising its customers to post mail now to ensure prompt delivery. Macfarlane therefore urges BPI shareholders wishing to accept the Increased Final Cash Offer to send their Revised Forms of Acceptance immediately. To accept the Increased Final Cash Offer BPI shareholders should complete and sign the Revised Form of Acceptance and return it immediately by post 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. To further assist BPI shareholders, Revised Forms of Acceptance may also be delivered BY HAND ONLY to Lloyds TSB Registrars Scotland, 117 Dundas Street, Edinburgh EH3 5WY to be received not later than 1.00 p.m. Friday, 15 December 2000. If BPI shareholders require help with their Revised Form of Acceptance, they should telephone Lloyds TSB Registrars on 0870 600 2027. In deciding whether or not to accept Macfarlane's offer, Macfarlane asks BPI shareholders to consider that: 1. Macfarlane's Increased Final Cash Offer is 310 pence for every BPI share. This offer is conditional, amongst other things, on it being approved by more than 50 per cent. of the votes cast at Macfarlane's EGM on Monday, 18 December 2000. As at 3.00 p.m. on Friday, 8 December 2000 of the proxy votes in respect of 20,201,185 Macfarlane shares received (which represents approximately 16 per cent. of the issued share capital of Macfarlane), approximately 99 per cent. were in favour of the acquisition of BPI. 2. BPI is proposing to return capital to its shareholders through buying back 30 per cent. of its issued share capital at 320 pence per share. This buyback returns cash equivalent to only 96 pence (Note 1) per share and requires the approval of 75 per cent. or more of the votes cast at an extraordinary general meeting of BPI expected to be held next year. 3. On average, 70 per cent. of the current shareholding of BPI shareholders will remain in BPI shares after the buyback. Macfarlane urges you to consider carefully the likely value of these shares in a smaller company with less liquidity. 4. Macfarlane is the largest single shareholder in BPI with 4,872,398 BPI shares representing 13.2 per cent. of the issued share capital of BPI. Macfarlane has also secured acceptances or irrevocable undertakings in relation to the Increased Final Offer (Note 2) over 4,219,155 shares representing 11.4 per cent. of the issued share capital of BPI. In total therefore Macfarlane owns or has secured acceptances or irrevocable undertakings of acceptance over 9,091,553 BPI shares representing 24.6 per cent. of the issued share capital of BPI. * 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 BPI buyback proposal in respect of all issued BPI shares on an average per 1 share basis (being 30 per cent. of 320 pence and assuming full take-up of the tender offer). Note These irrevocable undertakings will cease to be binding if a competing 2 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. 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, the letter sent to BPI shareholders on 8 December 2000, and the Revised Form of Acceptance. Definitions contained in these documents apply in this announcement 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, the letter sent to BPI shareholders on 8 December 2000, 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 compiled 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, 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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