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Macfarlane Group PLC (MACF)

Macfarlane Group PLC

Offer Update
Macfarlane Group PLC
8 December 2000


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

             CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN

8 December 2000

                            FOR IMMEDIATE RELEASE



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

                     Accept our Increased Final Offer now



Macfarlane is today writing to BPI shareholders urging them to accept
Macfarlane's Increased Final Cash Offer of 310 pence per share. The contents
of the letter are as follows:-


Discussions with third party terminated

On 7 December 2000 BPI announced that its discussions with the third party it
referred to in its letter to you of 4 December 2000 had terminated. This
leaves Macfarlane's Increased Final Cash Offer of 310 pence per share as the
only offer on the table for all of your shares.

Tax on BPI's buyback

A disposal of shares under the Increased Final Offer is no less tax efficient
than a disposal of the equivalent number of shares under the proposed BPI
share buyback.


BPI can only offer you further uncertainty


*      The equivalent of only 96 pence ** per share in cash.

*      Uncertain value for the majority of your BPI shares.

*      A smaller company with less liquidity.


Accept our Increased Final Offer now

*      Please complete and sign the Revised Form of Acceptance


        *      Return the Revised Form of Acceptance as soon as possible and,
        in any event, so as to arrive not later than 1.00 p.m. on Saturday 16
        December 2000, to Lloyds TSB Registrars, The Causeway, Worthing, West
        Sussex BN99 6DA or by hand only to Lloyds TSB Registrars, Antholin
        House, 71 Queen Street, London EC4N 1SL.

Iain Duffin, Macfarlane CEO said today:

'Now that the third party has withdrawn, the choice for BPI shareholders has
clarity. BPI's proposed tender offer leaves shareholders facing an uncertain
value for the remaining 70% of their stock. What is absolutely clear is that
BPI shareholders have the opportunity to receive 310 pence in cash for each of
their shares, by simply completing and posting their acceptances now.'


        *          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.

        **          BPI buyback proposal in respect of all issued BPI shares
        on an average per share basis (being 30 per cent. of 320 pence and
        assuming full take-up of the tender offer).

This announcement should be read in conjunction with 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. Definitions
contained in these documents apply in this letter save where the context
requires otherwise.


          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 save that the only responsibility accepted by
them in respect of the information contained in this announcement relating to
BPI, which has been complied from publicly available sources, has been to
ensure that such information has been correctly and fairly reproduced and
presented. Save as aforesaid, 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 Limited, 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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