Increased Final Cash Offer

Macfarlane Group PLC
30 November 2000



                                PRESS RELEASE


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

             CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN

30 November 2000

                            FOR IMMEDIATE RELEASE



       INCREASED FINAL* CASH OFFER FOR BRITISH POLYTHENE INDUSTRIES PLC

                      BY NOBLE GROSSART LIMITED ON BEHALF OF

                             MACFARLANE GROUP PLC

The board of Macfarlane announces an Increased Final Cash Offer of 310 pence
per BPI share, to be made by Noble Grossart, for the entire issued and to be
issued share capital of BPI not already owned by Macfarlane.


Macfarlane has received irrevocable undertakings (Note 1) to accept or use
best endeavours to procure the acceptance of the Increased Final Offer from
clients of Baillie Gifford & Co and Deutsche Asset Management Limited in
respect of a total of 3,780,664 BPI shares representing approximately 10.2 per
cent. of the existing issued share capital of BPI. Macfarlane also has, as at
3.00 pm on 28 November 2000, being the second closing date of the Offer, valid
acceptances of 487,208 BPI shares representing 1.32 per cent. of the issued
share capital of BPI. Together with the 325,000 BPI shares already owned by
Macfarlane, Macfarlane owns or has secured acceptances or irrevocable
undertakings of acceptance over a total of 4,592,872 BPI shares representing
12.40 per cent. of the issued share capital of BPI.


The Board of Macfarlane believes that BPI's proposed partial return of capital
is a distraction from the facts. Macfarlane has already sent two documents to
the shareholders of BPI which clearly set out why Macfarlane believes that the
management of BPI:


    *  has failed to deliver benefits to shareholders from continual piecemeal
       restructuring;

    *  has failed to understand the extent of restructuring required;

    *   still fails to grasp the magnitude of the issues facing BPI; and

    so will continue to fail to deliver improvements in profits

Macfarlane is offering BPI shareholders 310 pence for every BPI share. BPI's
proposed buyback requires BPI to borrow over £35 million to return cash
equivalent to only 96 pence per share (Note 2). BPI's proposed buyback will
also leave its shareholders with a significant holding of uncertain value in a
smaller BPI.


BPI shareholders have a choice:


Accept Macfarlane's Increased Final Cash Offer, which gives BPI shareholders:


  * Cash of 310 pence for each and every BPI share


  * A 73.7% premium on the BPI share price before BPI announced it had
    received approaches


  * A 125.9% premium to the lowest trade earlier this year of 137.25 pence
    (Note 3)


  * A 100% cash rescue from an under-performing investment


  * Hard cash in their pockets now


OR


Remain with BPI and face further uncertainty:


  * A proposed partial return of capital equivalent to only 96 pence
    per share.


  * Uncertain value for the majority of their BPI shares


  * A smaller company with less liquidity


  * Uncertain future dividend income


  * More piecemeal restructuring


  * A management team that has consistently failed to deliver


The Increased Final Cash Offer requires the approval of the shareholders of
Macfarlane and this will be sought at an extraordinary general meeting
currently expected to be convened for 18 December 2000. Macfarlane
shareholders with holdings representing an aggregate of 12.9 per cent. of the
issued share capital of Macfarlane have confirmed their intention to vote in
favour of this resolution. The directors of Macfarlane believe that the
acquisition of BPI under the terms of the Increased Final Offer will add
shareholder value and will be strongly enhancing (Note 4) to Macfarlane's
earnings per share (both before and after the amortisation of any goodwill and
prior to restructuring costs) from the first full year following the
acquisition.


John Ward, Chairman of Macfarlane, said:


'Accept now our Increased Final Cash Offer of 310p for each and every BPI
share.'





        *          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.

        Note 1     These irrevocable undertakings will cease to be binding if
        a competing offer is made at 342 pence or above and Macfarlane does
        not increase its offer to a level equal to or above that of the
        competing offer within 7 days of the competing offer having been made.

        Note 2     BPI buy back 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).

        Note 3     As disclosed in the Daily Official List on 11 May 2000.

        Note 4     As compared to the Macfarlane Board's expectation of
        earnings per share on the basis that the acquisition of BPI was not to
        take place.


The Increased Final Offer will be subject to the same terms and conditions as
those set out in Part 3 of the Original Offer Document save that the reference
to '3.00 pm on the first closing date' in the acceptance condition in
paragraph 1 of Part A of Part 3 of the Original Offer Document is deemed to
refer to '1.00 pm on 16 December 2000'.


The formal Increased Final Offer Document will be posted to BPI shareholders on
or before 2 December 2000.


Definitions used in this announcement are set out in the Appendix.


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 [phone]).


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, 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 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. Nothing in this document should be construed as a
profits forecast or be interpreted to mean that the future earnings per share
of the enlarged group will necessarily be greater than the historic published
earnings per share of the Macfarlane Group. 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.


The Increased Final Offer will not be made directly or indirectly in or into
or by use of mails, or by any other means or instrumentality of interstate or
foreign commerce, or any facility of a national securities exchange, of the
United States, Canada, Australia, the Republic of Ireland or Japan.
Accordingly, this announcement is not being, and must not be, issued, mailed
or otherwise distributed or sent in, into or from the United States, Canada,
Australia, the Republic of Ireland or Japan.


APPENDIX

'Closing Date'   1.00pm on 16 December 2000


'Increased Final The increased final cash offer to be made by Noble Grossart,
Offer' or        on behalf of Macfarlane, to acquire the whole of the issued
'Increased Final and to be issued share capital of BPI not already owned by
Cash Offer'      Macfarlane on the terms and subject to the conditions
                 described in the Increased Final Offer Document and the
                 Revised Form of Acceptance including (whether the context so
                 requires) and subsequent revision, variation, renewal or
                 extension thereof. 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

'Original Offer  The offer made to BPI shareholders on 17 October 2000
'

'Increased Final The document addressed to BPI shareholders and, for
Offer Document'  information only, to participants in the BPI Share Option
                 Schemes containing the Increased Final Offer which will be
                 posted on or before 2 December 2000

'Original Offer  The offer document addressed to BPI shareholders and, for
Document'        information only, to participants in the BPI Share Option
                 Schemes, dated 17 October 2000

'Revised Form of The form of acceptance relating to the Increased Final Offer,
Acceptance' or   accompanying the Increased Final Offer Document
'Revised Form'