Macfarlane Group PLC
9 November 2000
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN
MACFARLANE GROUP PLC ('MACFARLANE') CASH OFFER FOR BRITISH
POLYTHENE INDUSTRIES PLC ('BPI')
Expansion of previous BPI quotations
In the document which Macfarlane sent to the shareholders of
BPI on 2 November 2000, Macfarlane reproduced the text of
various statements made by Cameron McLatchie, chairman and
chief executive of BPI.
Macfarlane has been asked and is pleased to set out in more
detail the context of two of these quotations. Both
quotations appear on page 2 of Macfarlane's 2 November
document.
CLAIM
First, Macfarlane noted that in BPI's annual report and
accounts for the year ended 31 December 1998 Cameron McLatchie
stated:
'We have already taken many of the steps necessary to improve
profitability and support our ongoing businesses .. We are
confident that we are moving in the right direction.'
The full paragraph from which this is extracted reads as
follows:
'We have already taken many of the steps necessary to improve
profitability and support our ongoing businesses, although
eliminating the loss making activities is taking longer than
anticipated. We will not shirk from any additional action
which may be required. Whilst market conditions continue to
remain difficult, we do have the benefit of an extremely sound
balance sheet and continuing strong cash flow, which will
support our determination to restore our past record of growth
in shareholder value. We are confident that we are moving in
the right direction.'
CLAIM
Secondly, Macfarlane quoted Cameron McLatchie from the BPI
interim results for the six months ended 30 June 1999 as
saying:
'. we are convinced that the hiatus in our earnings growth
will be remedied by the positive changes we have made over the
last few years .'
The full sentence from which this is extracted reads as
follows:
'We are committed to maintaining our final dividend, and we
are convinced that the hiatus in our earnings growth will be
remedied by the positive changes we have made over the last
few years, and the understanding that we will continue to take
whatever steps are necessary to secure a strong future for our
Group.'
FACT
The board of Macfarlane continues to believe that BPI
shareholders should question whether the board of BPI can
accurately predict BPI's future prospects and deliver
increased profits. Macfarlane's document clearly demonstrates
that many of the claims made by BPI have not been delivered
and profits have continued to fall. Profit before tax for the
half year to 30 June 2000 fell to £4.8 million from £11.1
million in the same period in the prior year - a decrease of
57%.
BPI's profit before tax
First half Full year
1996 14.3 28.0
1997 11.1 23.2
1998 11.3 21.6
1999 11.1 19.2
2000 4.8 ?
2001 ? ?
2002 ? ?
Macfarlane urges BPI shareholders to accept its offer of 250
pence cash now.
Words and expressions defined in the Offer Document issued on
behalf of Macfarlane on 17 October 2000, have the same
meanings in this announcement, unless otherwise indicated.
Enquiries:
Macfarlane Group PLC
Iain Duffin 0141 333 9666
Noble Grossart Limited
Sir Angus Grossart 0131 226 7011
Todd Nugent
HSBC
John Hannaford 020 7336 9000
Beattie Media
Gordon Beattie 01698 787878
Bell Pottinger
Kate Power 020 7353 920
Copies of the Offer Document, Form of Acceptance and the
document sent to BPI shareholders on 2 November 2000 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 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, the BPI group and the directors
of 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, 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 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
exclusively for Macfarlane and no one else in relation to the
Offer and will not be responsible to any person other than
Macfarlane for providing the protections afforded to customers
of Noble Grossart Limited or for giving advice in relation to
the 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.
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Obtains access to the information in a personal capacity;
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Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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