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Macfarlane Group PLC (MACF)

Macfarlane Group PLC

Offer Document Posted
Macfarlane Group PLC
23 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')
                            
            RESPONSE TO BPI DEFENCE DOCUMENT


The Board of Macfarlane Group notes that British
Polythene Industries PLC has today posted its defence
document to BPI shareholders.

The Board of Macfarlane urges BPI shareholders to
carefully consider the dismal track record of BPI's
annual earnings in recent years and questions whether the
much heralded 'accelerated restructuring programme'
referred to in the defence document has any credibility.

Macfarlane Group is offering BPI shareholders a cash exit
from an underperforming business at a premium of 40%
prior to BPI announcing approaches from interested
parties.*

Iain Duffin, Macfarlane's Chief Executive, said:

'This document provides nothing new of substance.  In our
view it represents a remarkably complacent statement from
a management team which has failed to arrest a decline in
earnings each year since 1996 and which has indicated
that earnings will decline still further in the current
year.

'We believe that the restructuring plan, which is claimed
in the document to be well advanced, fails to grasp the
enormity of the problem and therefore lacks credibility.
Crucially, in our view the document fails to demonstrate
a viable strategy to deliver shareholder value in excess
of 250p per share.


*This offer price is 40 per cent higher than the market
value of 178.5p per BPI share on 5 September 2000, the
day before BPI announced that it had received approaches


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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