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British Polythene (BPI)

British Polythene

Tender Offer Document Posted
British Polythene Industries PLC
21 December 2000


                                                              21 December 2000


British Polythene Industries PLC

Posting of Tender Offer circular to shareholders

On 21 November 2000 the board of BPI announced that, if Macfarlane's offer
lapsed, it would return up to £35.4 million to its Shareholders by way of a
tender offer.  Following the announcement on 18 December 2000 by Macfarlane
that its offer had lapsed, BPI is today posting a Circular to its Shareholders
relating to the Tender Offer.

Details of the Tender Offer

BPI is proposing to return up to £35.4 million to Shareholders through the
Tender Offer to buy back 30% of BPI's issued shares at a price of 320 pence
per share.

The Tender Offer is subject to the terms and conditions contained within the
Circular and related Tender Form, including the passing of two special
resolutions at an extraordinary general meeting, details of which are set out

In summary, the Tender Offer will involve the following:

*                    BPI's brokers, WestLB Panmure and ING Barings, will
purchase on market up to 11,074,818 existing issued BPI shares and then sell
such shares on market to BPI for cancellation

*                    All Shareholders (other than certain Overseas
Shareholders) are being given the opportunity to participate in the Tender

*                    BPI shares will be purchased at the Tender Price of 320
pence per share

*                    Shareholders who wish to participate in the Tender Offer
must return a completed Tender Form (which is being posted to Shareholders
today with the Circular) to Computershare Services PLC by post at PO Box 859,
The Pavilions, Bridgwater Road, Bristol BS99 1XZ or, by hand only during
normal business hours, at 7th Floor Jupiter House, Triton Court, 14 Finsbury
Square, London  EC2A 1BR so as to be received not later than 5pm on Friday, 19
 January 2001

*                    Shareholders do not have to tender any BPI shares if they
do not wish to

*                    Subject to the Tender Offer becoming unconditional,
tenders will be accepted on the following basis:

-                     If Shareholders tender 30% or less of their BPI shares,
their tender will be accepted in full

-                     If Shareholders tender in excess of 30% of their BPI
shares, their tender will be accepted for 30% of their BPI shares and the
excess will be satisfied on a pro-rata basis, to the extent that other
Shareholders tender less than 30% of their BPI shares

-                     As a result of undertakings given by certain
Shareholders and certain restrictions in the rules of BPI's Share Schemes
preventing the trustees from tendering certain shares held by such schemes,
Shareholders who tender up to approximately 36% of their BPI shares can expect
their tenders to be accepted in full

*                    The Tender Offer will remain open from Monday, 8 January
2001 until 5pm on Friday, 19 January 2001.

Proposed special facilities for small Shareholders

BPI intends to introduce a special facility to enable small Shareholders, if
they so wish, to dispose of their holdings in a cost effective manner.
Details will be sent to Shareholders along with the annual report and accounts
for the year ending 31 December 2000.

Current trading and outlook

As indicated in the interim results announced in September 2000, trading
conditions remain challenging, and the weak Euro and high raw material costs
continue to depress gross margins.  However, we are encouraged to note some
indication of the Euro moving in our favour and that there are signs that raw
material costs may soften slightly.

As previously announced, the results for the second half of this year will be
heavily impacted by the costs of our accelerated restructuring programme,
which are expected to amount to approximately £9.5m for the full year, and by
losses on disposals of businesses as announced in our interim results.  In
addition, we will have to absorb the costs (including bank facility fees)
incurred in relation to our defence of the offer from Macfarlane, which are
expected to amount to approximately £5.0m.

Notwithstanding these issues, we have seen the benefits of the restructuring
programme starting to come through, and we are certain that our annual cost
base is reducing.  The BPI group is currently trading in line with management
expectations.  On the basis of the board's expectations of market conditions
and the anticipated benefits from the accelerated restructuring programme, the
board believes that the BPI group has good prospects for the next financial

Date of announcement of preliminary results for the year ending 31 December

In general, BPI releases its preliminary results announcement in early March.
However, because management has been focused upon defending the failed offer
by Macfarlane, BPI's year end reporting has been delayed by up to 3 weeks.
Consequently, BPI now expects to  release its preliminary results announcement
for the year ending 31 December 2000 in late March 2001.

Extraordinary General Meeting

As set out above, the Tender Offer is conditional on the passing of two
special resolutions at an extraordinary general meeting which is being
convened for 12 noon on Friday, 19 January 2001 by means of the notice set out
at the end of the Circular.  At this meeting resolutions will be proposed to
seek additional authority to make market purchases of BPI shares pursuant to
the Tender Offer and to increase the Company's borrowing powers under its
articles of association.

Expected timetable

Tender Offer opens                                            Monday, 8 January

Latest time and date for receipt of forms of proxy     12 noon on Wednesday, 17

Extraordinary general meeting                             12 noon on Friday, 19

Record date for Tender Offer                                  5pm on Friday, 19

Latest time and date for receipt of Tender Forms              5pm on Friday, 19

Tender Offer trade date and result of Tender Offer         by 5pm on Monday, 22
announced                                                               January

Settlement Date: cheques despatched and assured              Monday, 29 January
payments made through CREST


Greenhill & Co. is acting as financial advisor to BPI.  WestLB Panmure and ING
Barings are acting as brokers to BPI and the Tender Offer.

Full details of the Tender Offer including the terms and conditions on which
it is made are set out in the Circular and the Tender Form.

This announcement should be read in conjunction with the Circular and Tender
Form.  In the case of a discrepancy between this announcement and the Circular
and Tender Form, the Circular shall prevail.


BPI                 Cameron McLatchie, Chief Executive            01475 501 000
Greenhill & Co.     Simon Borrows                                 020 7440 0400
WestLB Panmure      Keith Anderson                                020 7638 4010
ING Barings         Richard Gray                                  020 7767 1000
Financial Dynamics  Tim Spratt                                    020 7831 3113

Greenhill & Co., WestLB Panmure and ING Barings, which are regulated in the
United Kingdom by The Securities and Futures Authority Limited, are acting for
BPI and no-one else in connection with the Tender Offer, and will not be
responsible to anyone other than BPI for providing the protections afforded to
customers of Greenhill & Co., WestLB Panmure and ING Barings or for providing
advice in relation to the Tender Offer.  This announcement has been approved
by Greenhill & Co. for the purposes of Section 57 of the Financial Services
Act 1986.


'BPI' or the   British Polythene Industries PLC

'BPI shares'   ordinary shares of 25p in the capital of BPI

'board'        the board of directors of BPI

'Circular'     the circular, dated 21 December 2000, being posted to BPI
               shareholders today

'CREST'        the relevant system (as defined in the CREST regulations) in
               respect of which CRESTCo Limited is the Operator (as defined in
               the CREST regulations)

'Greenhill &   Greenhill & Co. International Limited

'ING Barings'  ING Barings Limited

'Macfarlane'   Macfarlane Group PLC

'Overseas      a Shareholder who is resident in, or a citizen of, a jurisdiction
Shareholders'  outside the United Kingdom

'Shareholders' holders of BPI shares (where appropriate as at 5pm on Friday, 19
               January 2001)

'Share         The British Polythene Industries Employee Share Scheme and The
Schemes'       British Polythene Industries Restricted Share Scheme

'Tender        320 pence, being the price at which BPI shares will be purchased
Price'         pursuant to the Tender Offer

'Tender Form'  the Tender Form accompanying the Circular for use by Shareholders
               in connection with the Tender Offer

'Tender        the invitation by WestLB Panmure Limited and ING Barings Limited
Offer'         to Shareholders (other than certain Overseas Shareholders) to
               tender BPI shares on the terms and conditions set out in the
               Circular and Tender Form

'WestLB        WestLB Panmure Limited
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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