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Macfarlane Group PLC (MACF)

Macfarlane Group PLC

Increased Final Cash Offer
Macfarlane Group PLC
1 December 2000

                                PRESS RELEASE

  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,

             CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN

1 December 2000

                            FOR IMMEDIATE RELEASE



MACFARLANE GROUP INCREASED FINAL* CASH OFFER FOR BRITISH POLYTHENE INDUSTRIES
                                     PLC



Macfarlane has been asked to retract a statement made yesterday and a
statement attributed to a Macfarlane spokesman in today's Herald.

UK Taxation

The Macfarlane announcement noted that 'few of BPI's shareholders have the
luxury of a capital gain'. Macfarlane is unable to verify this statement as it
does not have detailed information on the purchase costs of all BPI
shareholders or their tax position and therefore retracts this statement.

Macfarlane however believes that its Increased Final Cash Offer will not give
rise to a UK capital gains tax liability for a number of shareholders. The
price of BPI shares has fallen from 769 pence in 1997 to 137.25 pence earlier
this year. Since 1 September 1991, the closing price of BPI shares (source:
Datastream) has been over 310 pence during the following periods:


     -     the seven years to 1 November 1998

     -     4 November 1998 to 15 November 1998

     -     12 January 1999 to 27 September 1999

     -     30 September 1999 to 17 October 1999.

Shareholders with BPI shares purchased during these periods are unlikely to
have a capital gain as a result of the Increased Final Cash Offer. Macfarlane
would always advise shareholders including BPI shareholders to seek tax advice
and undertake their own tax planning in relation to UK capital gains tax.


        Verbal undertakings

The comment attributed to a Macfarlane spokesman in the Herald stating that
'verbal undertakings to accept had been received from shareholders owning
another 10% of BPI' is not correct and is retracted.

Macfarlane will keep Macfarlane and BPI shareholders advised of significant
developments.


        *          Macfarlane reserves the right to revise and/or increase and
        /or extend the Increased Final Offer in the event of a competitive
        situation (as determined by the Panel) arising or otherwise with the
        consent of the Panel.

Words and expressions defined in previous Macfarlane documents and
announcements have the same meanings in this announcement, unless otherwise
indicated.


        Enquiries:

Macfarlane Group PLC     0141 333 9666

Iain Duffin

Noble Grossart Limited     0131 226 7011

Sir Angus Grossart

Todd Nugent

HSBC     020 7336 9000

John Hannaford

Bell Pottinger          020 7353 9203

David Rydell

Kate Power

Beattie Media          01698 787878

Gordon Beattie

Copies of the Original Offer Document and the document sent to BPI
shareholders on 2 November 2000, are available free of charge from Lloyds TSB
Registrars, Antholin House, 71 Queen Street, London EC4N 1SL (telephone 0870
600 2027). The Increased Final Offer Document and the Revised Form of
Acceptance will be posted on or before 2 December 2000 and copies will be
available from Lloyds TSB Registrars thereafter.

The directors of Macfarlane (whose names are set out in paragraph 2 of part 7
of the Original 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, 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, and 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 for Macfarlane and no one else in
connection with the Increased Final Offer, and will not be responsible to
anyone other than Macfarlane for providing the protections afforded to
customers of Noble Grossart, or for providing advice in relation to the
Increased Final Offer. The contents of this announcement have been approved by
Noble Grossart Limited for the purpose only of Section 57 of the Financial
Services Act 1986.



                                                                                
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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