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British Polythene (BPI)

British Polythene

Response to Macfarlane Offer
British Polythene Industries PLC
30 November 2000

              British Polythene Industries PLC
  BPI rejects Macfarlane's unattractive and tax inefficient
                        revised offer

The board of British Polythene Industries PLC ('BPI' or 'the
Company') notes that Macfarlane Group plc ('Macfarlane') has
today  announced an offer for the Company at 310p per  share
which  is 24% higher than its 'full and fair' initial offer.
However,  the  unanimous  view of the  board  is  that  this
revised offer and its structure:

*   does not take full account of the value to be created
    from BPI's accelerated restructuring programme;

*   is highly tax inefficient to many of BPI's private
    shareholders; and

*   should continue to be rejected by BPI shareholders.

BPI  notes  that  Macfarlane has not included  a  loan  note
alternative in its offer for BPI shares.  The board  of  BPI
believes  that  this renders Macfarlane's offer  highly  tax
inefficient  for  many  of BPI's private  shareholders,  who
together hold in excess of 20% of BPI's shares.

The  tender offer  at 320p per share proposed by BPI  on  21
November  2000  would give shareholders the  opportunity  to
benefit  from a more efficient capital structure,  resulting
in significant earnings per share enhancement*, and from the
results of the accelerated restructuring programme.

Members  of  BPI's  board  will  be  visiting  institutional
shareholders  over the coming days in order to secure  their
support.   In  addition, BPI will write to its  shareholders
shortly  setting out its reasons for continuing to recommend
that shareholders reject Macfarlane's offer.

Cameron McLatchie, Chairman of BPI said:

'Notwithstanding the significant improvement to Macfarlane's
initial  offer  of 250p, the board still considers  the  new
offer  price to be unattractive.  It fails to recognise fully
the benefits of our accelerated restructuring programme  and  
is below the price of our proposed buy-back.  What is more,  
it is   highly   tax  inefficient  for  many  of  our   private
shareholders.  Shareholders should continue to reject it.'


BPI                     Cameron  McLatchie   01475 501 000
                        Chief Executive
Greenhill & Co.         Simon Borrows        020 7440 0400
Financial Dynamics      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
announcement has been approved by Greenhill &  Co.  for  the
purposes of Section 57 of the Financial Services Act 1986.

*  This  is by comparison to the position in the absence  of
the  proposed  tender offer.  This should not  be  taken  to
constitute a profit forecast.
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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