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British Polythene (BPI)

British Polythene

Response to Macfarlane Offer
British Polythene Industries PLC
29 November 2000

              British Polythene Industries PLC

        Another deserved response to a derisory offer

On  7  November  2000  Macfarlane Group  plc  ('Macfarlane')
announced that it had received acceptances of only 1.24%  in
respect  of  its offer for British Polythene Industries  plc
('BPI').  The board of BPI notes the latest announcement  by
Macfarlane that it has received acceptances of only 1.32% of
BPI's  issued ordinary share capital and believes that  this
is confirmation of the fact that BPI's shareholders continue
to  recognise  the  derisory  and  opportunistic  nature  of
Macfarlane's offer.

On  21 November 2000 BPI sent to its shareholders a document
setting  out details of a proposed £35.4 million  return  of
capital  to shareholders through a tender offer to buy  back
30%  of  BPI's issued shares at a price of 320p  per  share.
This  price  represents a 28% premium  over  the  Macfarlane
offer price of 250p per share.

BPI  has received undertakings* from shareholders in respect
of  an aggregate of 7,514,900 shares, representing 20.4%  of
BPI's  current issued share capital, not to accept any offer
for  BPI  shares  at a price less than 320p  per  share  (in
respect  of 3,587,070 shares) and 310p per share (in respect
of 3,927,830 shares).

According  to  the City Code on Takeovers  and  Mergers,  if
shareholders have accepted Macfarlane's offer but would  now
like  to  withdraw their acceptances, they may do so.   With
this  in  mind, BPI will shortly send to its shareholders  a
form  together with instructions as to how they may withdraw
their acceptances, if they wish to do so.

Commenting, BPI's Chairman, Cameron McLatchie said:

'We have consistently said this offer is derisory.  This low
level  of  acceptances confirms it once again.  Shareholders
recognise  that  Macfarlane is trying  to  buy  BPI  on  the


BPI             Cameron McLatchie, Chief    01475 501 000
Greenhill &     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.   This  document
has  been  approved by Greenhill & Co. for the  purposes  of
Section 57 of the Financial Services Act 1986.

*  These  undertakings are given on the bases  described  in
paragraph 3 of the Additional information section  of  BPI's
second defence document dated 21 November 2000.
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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