Macfarlane Group PLC
8 December 2000
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN
8 December 2000
FOR IMMEDIATE RELEASE
MACFARLANE GROUP INCREASED FINAL* CASH OFFER FOR BRITISH POLYTHENE INDUSTRIES
PLC
Accept our Increased Final Offer now
Macfarlane is today writing to BPI shareholders urging them to accept
Macfarlane's Increased Final Cash Offer of 310 pence per share. The contents
of the letter are as follows:-
Discussions with third party terminated
On 7 December 2000 BPI announced that its discussions with the third party it
referred to in its letter to you of 4 December 2000 had terminated. This
leaves Macfarlane's Increased Final Cash Offer of 310 pence per share as the
only offer on the table for all of your shares.
Tax on BPI's buyback
A disposal of shares under the Increased Final Offer is no less tax efficient
than a disposal of the equivalent number of shares under the proposed BPI
share buyback.
BPI can only offer you further uncertainty
* The equivalent of only 96 pence ** per share in cash.
* Uncertain value for the majority of your BPI shares.
* A smaller company with less liquidity.
Accept our Increased Final Offer now
* Please complete and sign the Revised Form of Acceptance
* Return the Revised Form of Acceptance as soon as possible and,
in any event, so as to arrive not later than 1.00 p.m. on Saturday 16
December 2000, to Lloyds TSB Registrars, The Causeway, Worthing, West
Sussex BN99 6DA or by hand only to Lloyds TSB Registrars, Antholin
House, 71 Queen Street, London EC4N 1SL.
Iain Duffin, Macfarlane CEO said today:
'Now that the third party has withdrawn, the choice for BPI shareholders has
clarity. BPI's proposed tender offer leaves shareholders facing an uncertain
value for the remaining 70% of their stock. What is absolutely clear is that
BPI shareholders have the opportunity to receive 310 pence in cash for each of
their shares, by simply completing and posting their acceptances now.'
* 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.
** BPI buyback 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).
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 and the Revised Form of Acceptance. Definitions
contained in these documents apply in this letter save where the context
requires otherwise.
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 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 complied 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 Limited, 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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