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Macfarlane Group PLC (MACF)

Macfarlane Group PLC

Offer Clarification
Macfarlane Group PLC
13 December 2000

                                PRESS RELEASE


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

             CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN


13 December 2000

                            FOR IMMEDIATE RELEASE




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


UBS withdraws previous support for BPI proposals


The board of Macfarlane has noted BPI's announcement that UBS Asset Management
Limited ('UBS') has now been released by BPI from its legal undertaking to
limit the number of shares which it would tender under BPI's proposed partial
return of capital.


Clearly UBS now has the opportunity to realise cash to its maximum entitlement
under the proposed tender offer should it so wish. This action by BPI
disadvantages other BPI shareholders as it restricts the number of shares for
which they may successfully tender and therefore increases their ongoing
exposure to BPI's share price performance.


BPI has made further claims of support in its announcement. BPI shareholders
should now consider whether the board of BPI will actually enforce these
undertakings or whether, as with UBS, they will release them at a later date.


Macfarlane believes that this about turn vindicates Macfarlane's position in
advising BPI shareholders not to rely on statements made in BPI's defence.
Instead BPI shareholders should focus on Macfarlane's Increased Final Offer of
310 pence in cash for every BPI share.


Macfarlane is concerned that BPI may be encouraging speculation in the minds
of a number of BPI shareholders that if the Macfarlane bid were unsuccessful
then Macfarlane would return with a higher offer. Any suggestion by BPI that a
higher recommended offer by Macfarlane may be forthcoming in the future is
entirely without foundation. Macfarlane will not raise its final offer beyond
310 pence per share*. Macfarlane emphasises that in the event that its offer
is unsuccessful, as the largest single shareholder in BPI, it too may
participate in BPI's proposed partial return of capital. In this case
Macfarlane would emphasise that its intention would be to tender for its full
entitlement under BPI's buyback scheme and sell its remaining shares in the
market.


Macfarlane urges BPI shareholders to accept its Increased Final Offer now.




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, the letters sent to BPI shareholders on 8
December 2000 and 12 December 2000, and the Revised Form of Acceptance.
Definitions contained in these documents apply in this letter save where the
context requires otherwise.


        *  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.


        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, the letter sent to BPI
shareholders on 8 December 2000 and 12 December 2000, 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 compiled 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, 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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