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British Polythene (BPI)

British Polythene

Response to Macfarlane Group
British Polythene Industries PLC
11 December 2000


FOR IMMEDIATE RELEASE                             11 December 2000

              British Polythene Industries PLC
                              
        Macfarlane announcement on Friday 8 December
             misleading to private shareholders

The  board of British Polythene Industries ('BPI') has noted
the announcement by Macfarlane Group PLC ('Macfarlane') of 8
December 2000.   In that announcement, Macfarlane stated:-

'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 buy back.'

The  board  of  BPI considers that statement  to  be  highly
misleading.  Macfarlane is urging BPI shareholders to accept
its  offer  for  all their shares, not 30% of their  shares.
The choice for BPI's private shareholders is highly unlikely
to  be  between  selling  30%  of  their  shares  under  the
Macfarlane offer or 30% of their shares under BPI's proposed
tender  offer.  If Macfarlane attains sufficient acceptances
of its offer, Macfarlane has stated that it intends to force
BPI  shareholders who do not accept its offer to sell  their
shares to it under the compulsory purchase provisions of the
Companies Act 1985.

Clearly,  private shareholders forced to sell all their  BPI
shares  may  face Capital Gains Tax liabilities  which  they
would   otherwise   not   incur.    By   contrast,   private
shareholders  have  total flexibility under  BPI's  proposed
tender  offer.  They can decide to tender as many or as  few
shares as they wish and thereby avoid any Capital Gains  Tax
charge they do not wish to incur.

Cameron McLatchie, Chairman of BPI said today:

'Through  sheer  incompetence,  Macfarlane  has  failed   to
provide  a  loan note alternative, which makes  this  offer,
which already undervalues BPI, even more unpalatable to many
of  BPI's private shareholders.  Now it is running scared of
private  shareholders'  justified  anger  and  resorting  to
statements  which  are,  at  best,  ill-considered.    BPI's
private  shareholders  will  be  unimpressed  and   we   are
confident  that  they, along with BPI's other  shareholders,
will  treat  this  offer  with the  response  it  so  richly
deserves - and reject it outright.'


Enquiries:

BPI                Cameron McLatchie,           01475 501 000
                   Chief Executive                                       
                                                       
Greenhill & Co.    Simon Borrows                020 7440 0400
                                                    
                                                       
Financial          Tim Spratt                   020 7831 3113
Dynamics                                               

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.
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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