Macfarlane Group PLC
1 December 2000
PRESS RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN
1 December 2000
FOR IMMEDIATE RELEASE
MACFARLANE GROUP INCREASED FINAL* CASH OFFER FOR BRITISH POLYTHENE INDUSTRIES
PLC
Macfarlane has been asked to retract a statement made yesterday and a
statement attributed to a Macfarlane spokesman in today's Herald.
UK Taxation
The Macfarlane announcement noted that 'few of BPI's shareholders have the
luxury of a capital gain'. Macfarlane is unable to verify this statement as it
does not have detailed information on the purchase costs of all BPI
shareholders or their tax position and therefore retracts this statement.
Macfarlane however believes that its Increased Final Cash Offer will not give
rise to a UK capital gains tax liability for a number of shareholders. The
price of BPI shares has fallen from 769 pence in 1997 to 137.25 pence earlier
this year. Since 1 September 1991, the closing price of BPI shares (source:
Datastream) has been over 310 pence during the following periods:
- the seven years to 1 November 1998
- 4 November 1998 to 15 November 1998
- 12 January 1999 to 27 September 1999
- 30 September 1999 to 17 October 1999.
Shareholders with BPI shares purchased during these periods are unlikely to
have a capital gain as a result of the Increased Final Cash Offer. Macfarlane
would always advise shareholders including BPI shareholders to seek tax advice
and undertake their own tax planning in relation to UK capital gains tax.
Verbal undertakings
The comment attributed to a Macfarlane spokesman in the Herald stating that
'verbal undertakings to accept had been received from shareholders owning
another 10% of BPI' is not correct and is retracted.
Macfarlane will keep Macfarlane and BPI shareholders advised of significant
developments.
* 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.
Words and expressions defined in previous Macfarlane documents and
announcements have the same meanings in this announcement, unless otherwise
indicated.
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 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 Increased Final Offer Document and the Revised Form of
Acceptance will be posted on or before 2 December 2000 and copies will be
available from Lloyds TSB Registrars thereafter.
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. 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.
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
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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