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Macfarlane Group PLC (MACF)

Macfarlane Group PLC

Response to BPI statement
Macfarlane Group PLC
4 December 2000


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

             CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN


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

The board of Macfarlane notes the announcement by BPI that it is in talks with
a third party which may lead to an offer for BPI.

Macfarlane's offer of 310 pence in cash for each BPI share is the only offer
currently on the table and available for acceptance now by BPI shareholders
for all their shares.

Macfarlane is now BPI's largest shareholder with 4,872,398 BPI shares
representing 13.2 per cent. of the issued share capital of BPI (Note 1).
Macfarlane has also secured acceptance or irrevocable undertakings of
acceptance (Note 2) over 4,242,872 shares representing 11.5 per cent. of the
issued share capital of BPI (Note 3). In total, therefore Macfarlane owns or
has secured acceptance or irrevocable undertakings of acceptance over
9,115,270 BPI shares representing 24.7 per cent. of the issued share capital
of BPI.




        *     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.

        Note 1     Macfarlane owns 4,872,398 BPI shares, of which 325,000 were
        held before the Offer Period (representing 0.88 per cent. of the
        issued share capital of BPI) and 4,547,398 were acquired during the
        Offer Period (representing 12.3 per cent. of the issued share capital
        of BPI).

        Note 2     These irrevocable undertakings will cease to be binding if
        a competing offer is made at 342 pence or above and Macfarlane does
        not increase its offer to a level equal to or above that of the
        competing offer within 7 days of the competing offer having been made.

        Note 3     Irrevocable undertakings to accept or use best endeavours
        to procure the acceptance of the Increased Final Offer have been
        received from Baillie Gifford & Co and Deutsche Asset Management
        Limited in respect of a total of 3,780,664 BPI shares representing
        approximately 10.2 per cent. of the existing issued share capital of
        BPI. Macfarlane also has, as at 3.00 pm on 1 December 2000, valid
        acceptances in respect of 462,208 BPI shares representing 1.3 per cent
        of the issued share capital of BPI.

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, the document sent to BPI shareholders
on 2 November 2000, the Increased Final Offer Document and the Revised 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 Original Offer Document) accept responsibility for the information
contained in this announcement 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 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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