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Macfarlane Group PLC (MACF)

Macfarlane Group PLC

Offer Document Posted
Macfarlane Group PLC
17 October 2000                            
                            

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
              
     THE UNITED STATES,
   CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN


  MACFARLANE GROUP PLC ('MACFARLANE') OFFER FOR BRITISH
            POLYTHENE INDUSTRIES PLC ('BPI')
                            
                POSTING OF OFFER DOCUMENT


The  board  of  Macfarlane announces that  it  has  today
posted  its  offer document making the formal cash  offer
for BPI to BPI shareholders.

* The offer is 250 pence in cash for each BPI share

*  The  offer price is 40 per cent higher than the market
value  of  178.5 pence per BPI share on 5 September  2000
(the  day  before  BPI  announced that  it  had  received
approaches).

*  BPI shareholders will retain the right to receive  the
interim dividend declared of 7 pence per share.

John Ward, Chairman of Macfarlane Group plc, said:
'In  the  opinion  of the directors of Macfarlane,  BPI's
record  in  recent  years  has  been  one  of  increasing
failure.

Through  a  series of acquisitions, BPI built a  business
which had significant size but then failed to realise the
efficiencies,  profitability  and  growth  its   industry
leadership position should have allowed.

The   packaging  sector  has  endured  difficult  trading
conditions in recent years and Macfarlane believes  these
conditions  are  likely  to  continue.  This  means  that
companies  must  take  decisive  action  to  focus  their
businesses, rationalise their activities and  drive  down
costs. Macfarlane believes that BPI has failed to address
this challenge with adequate pace and vigour.

We believe that BPI has shown a lack of vision and timely
management  action. BPI's profit before tax  and  diluted
earnings per share have fallen in each of the last  three
years.  In  our opinion there is a clear risk that  BPI's
downward  drift  in profitability and  share  price  will
continue.

Our  offer  of 250 pence per share gives BPI shareholders
the opportunity to exit now for cash and at a significant
premium. I urge BPI shareholders to accept this offer.'

This  summary should be read in conjunction with the full
text of the Offer document.

Enquiries:

Bell Pottinger Financial                        020 7353 9203
David Rydell
Kate Power

Beattie Media                                   01698 787878
Gordon Beattie

Macfarlane                                      0141 333 9666
Iain Duffin, Chief Executive

Noble Grossart Limited                          0131 226 7011
Sir Angus Grossart
Todd Nugent

HSBC                                            020 7336 9000
John Hannaford

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
offer and will not be responsible to any person other
than Macfarlane for providing the protections afforded to
customers of Noble Grossart Limited, or for providing
advice in relation to the offer.

The offer is not being made in the United States, Canada,
Australia,  Republic  of Ireland  or  Japan.  Accordingly
copies  of  the offer document and the form of acceptance
are  not  being  and  must  not be  mailed  or  otherwise
distributed or sent in, into, or from, the United States,
Canada,  Australia,  Republic of  Ireland  or  Japan  and
persons  receiving such documents (including  custodians,
nominees  and trustees) must not distribute or send  them
in,  into  or from the United States, Canada,  Australia,
Republic of Ireland or Japan.
                      


Data provided by FE fundinfo. Care has been taken to ensure that the information is correct, but FE fundinfo neither warrants, represents nor guarantees the contents of information, nor does it accept any responsibility for errors, inaccuracies, omissions or any inconsistencies herein. Past performance does not predict future performance, it should not be the main or sole reason for making an investment decision. The value of investments and any income from them can fall as well as rise.

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