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Macfarlane Group PLC (MACF)

Macfarlane Group PLC

Re Posting of Document
Macfarlane Group PLC
2 November 2000



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



2 NOVEMBER 2000

  MACFARLANE GROUP PLC ('MACFARLANE') CASH OFFER FOR BRITISH
               POLYTHENE INDUSTRIES PLC ('BPI')

         MACFARLANE RESPONDS TO BPI CLAIMS AND DEFENCE


Macfarlane is today posting a document to the shareholders  of
BPI which not only responds to the document which BPI sent  to
its  shareholders on 23 October 2000 ('the defence  document')
but  also questions claims made by BPI's management in  recent
years,  contrasting them with the reality of  BPI's  financial
record.

Macfarlane's  document  sets out four key  questions  for  BPI
shareholders  and,  with  quotes  from  BPI  itself,  provides
compelling evidence of a lack of credibility.

*    How credible are BPI's claims on future performance?

          -     BPI has made many claims in the past about the
          future prospects for its business.  Can shareholders
          believe  the  board  of BPI can  accurately  predict
          BPI's future prospects and deliver increased profits
          when  it has consistently failed to deliver improved
          performance?

*    How credible are BPI's restructuring plans?

          -    In recent years BPI has claimed repeatedly that
          reorganisation  will lead to profit improvement  but
          again has failed to deliver.

*    How credible is BPI's acquisition record and strategy?

          -     Over the last three and a half years, BPI  has
          spent  an  amount equivalent to more than 250  pence
          per  share  on acquisitions and capital  expenditure
          and  has made many predictions of increasing  growth
          and profits . but profits have continued to decline.

*    Is it credible for BPI to blame external factors for poor
     results?

          -     External factors that have been blamed include
          the  strength of sterling, raw material prices,  the
          Government  recycling policy,  the  climate  control
          levy . and even the weather.


In  the defence document the board of BPI has made a number of
claims  which Macfarlane believes are both wrong  and  clearly
demonstrate that BPI's board fails to recognise the  difficult
position in which BPI is now placed.

  *    Claim

     BPI  claims that Macfarlane's cash offer of 250 pence per
     share 'fundamentally undervalues BPI'.

     Fact

     In  fact,  on  5  September 2000, the day  prior  to  BPI
     announcing  that  it had received approaches,  its  share
     price  was  178.5  pence.  Earlier this year  its  shares
     traded as low as 137.25 pence (as disclosed in the  Daily
     Official List on 11 May 2000). Macfarlane's offer of  250
     pence  represents a premium of 40 per cent to  the  stock
     market price of BPI's shares the day before BPI announced
     it  had received approaches and a premium of 82 per  cent
     to the lowest trade earlier this year.

  *    Claim

     BPI claims that Macfarlane's offer 'discounts BPI's scale
     and market-leading positions'.

     Fact

     In  fact,  the Offer does take account of these  factors.
     Size  alone does not produce profits. We believe  one  of
     the  BPI  board's key failings is that it has not grasped
     the  opportunity to deliver the value which  BPI's  scale
     and market leading position should have allowed.

  *    Claim

     BPI   claims   that   Macfarlane's   offer   is   'highly
     opportunistic'.

     Fact

     The  reality  is that Macfarlane and BPI had intermittent
     contact  regarding  a  possible combination  of  the  two
     companies over a lengthy period and the industrial  logic
     for  combining  the  two companies was never  questioned.
     Macfarlane launched its cash offer when it became  clear,
     in  the  opinion of its directors, that the board of  BPI
     had   a  wholly  unrealistic  view  of  BPI's  value  and
     prospects.

  *    Claim

     BPI  claims that Macfarlane's offer 'ignores the benefits
     of   actions  already  taken  to  eliminate  loss  making
     businesses' and 'ignores the benefits of actions  already
     taken to reduce costs'.

     Fact

     In  1996, BPI's board claimed that it was confident  that
     BPI shareholders could look forward to increasing rewards
     in  years  to come and they have made similar  claims  in
     subsequent years.

Macfarlane  believes  that  BPI's latest  restructuring  plan,
which  is claimed in the defence document to be well advanced,
will once again fail to deliver value.

Macfarlane  believes  that  the  BPI  defence  document  shows
indignant complacency and repeats tired old themes and  claims
which shareholders have heard before. In Macfarlane's opinion,
the defence document fails to demonstrate how BPI's board will
deliver shareholder value approaching 250 pence per share.

John Ward, Chairman of Macfarlane, said:

'The  key issue facing BPI shareholders is do they accept cash
of  250  pence per BPI share now or risk sticking with BPI  in
the  hope  that  its  management will eventually  deliver  the
improvement in profitability it has been promising for  years?
BPI  shareholders  should accept Macfarlane's  generous  offer
now.'




Enquiries:

Macfarlane Group PLC
Iain Duffin                                  0141 333 9666

Noble Grossart Limited
Sir Angus Grossart                           0131 226 7011
Todd Nugent

HSBC
John Hannaford                               020 7336 9000

Beattie Media
Gordon Beattie                               01698 787878

Bell Pottinger
Kate Power                                   020 7353 9203


Copies  of the document posted today by Macfarlane as well  as
the  offer  document and the 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  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  other than the statements made about  BPI  above  in
relation to the previous contact between Macfarlane and  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
exclusively for Macfarlane and no one else in relation to  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 giving advice in relation to
the  Offer.  Nothing in this announcement should be  construed
as a profit forecast or be interpreted to mean that the future
earnings  per share of the enlarged group will necessarily  be
greater than the historic published earnings per share of  the
Macfarlane group.



                                                                                
                                                                                
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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