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British Polythene (BPI)

British Polythene

Response to Macfarlane Doc.
British Polythene Industries PLC
2 November 2000



The  Board  of British Polythene Industries PLC ('BPI') notes  the
latest document issued by Macfarlane Group plc ('Macfarlane'). The
Board continues to recommend shareholders to reject the offer.

This  document  contains only one surprise.  That is  Macfarlane's
consistent  failure  to recognise BPI's true value.  For  whatever
reason, Macfarlane:

     -  will not recognise the benefits that can be expected from the
        significant restructuring that has been undertaken at BPI since
        the beginning of this year;

     -  will not reflect the true value of BPI's market-leading
        positions in its offer;

     -  will  not  admit that its bid is little  more  than  an
       opportunistic tilt at BPI.

Macfarlane is long on critical rhetoric about BPI but rather short
in  recognising  its own failings. In terms of shareholder  value,
since Mr Duffin, its current chief executive, joined Macfarlane in
June  last year its share price has fallen from 83.5p to 58.5p,  a
fall  of  30%.   In  its interim results announcement,  Macfarlane
reported a reduction in its operating margins by some 17%  in  its
plastics  business.   In today's packaging sector,  companies  are
increasingly  specialist  and  focused.  Macfarlane's   generalist
structure  comprising labels, merchanting, packaging and plastics,
appears to go against these trends.

BPI shareholders should focus on Macfarlane's claim that its offer
of  250p is generous. The Board of BPI firmly believes this  offer
is  derisory  and  fails  to reflect the value  of  BPI's  shares.
Nothing that Macfarlane can say will change this.

Commenting on Macfarlane's latest announcement, Cameron  McLatchie
chairman of BPI said:

'This latest tirade from Macfarlane smacks of panic with the first
closing  date  for their bid approaching. Our shareholders  should
reject this unwelcome and increasingly desperate bid.

Despite its protestations, Macfarlane needs to recognise the value
within BPI. Value is what this bid is about and 250p per share  is
not  fair  value  for  our  shareholders.  Our  recommendation  to
Macfarlane is that it either puts up or shuts up.'


BPI               Cameron McLatchie, Chief    01475 501 000
Greenhill & Co.   Simon Borrows               020 7440 0400
Financial         Tim Spratt                  020 7831 3113

Greenhill  & Co. International Limited ('Greenhill & Co.'),  which
is  regulated in the United Kingdom by the Securities and  Futures
Authority Limited, is acting for BPI and no-one else in connection
with  the offer, and will not be responsible to anyone other  than
BPI  for  providing  the  protections  afforded  to  customers  of
Greenhill & Co., or for providing advice in relation to the offer.
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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