Macfarlane Group PLC
17 October 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') OFFER FOR BRITISH
POLYTHENE INDUSTRIES PLC ('BPI')
POSTING OF OFFER DOCUMENT
The board of Macfarlane announces that it has today
posted its offer document making the formal cash offer
for BPI to BPI shareholders.
* The offer is 250 pence in cash for each BPI share
* The offer price is 40 per cent higher than the market
value of 178.5 pence per BPI share on 5 September 2000
(the day before BPI announced that it had received
approaches).
* BPI shareholders will retain the right to receive the
interim dividend declared of 7 pence per share.
John Ward, Chairman of Macfarlane Group plc, said:
'In the opinion of the directors of Macfarlane, BPI's
record in recent years has been one of increasing
failure.
Through a series of acquisitions, BPI built a business
which had significant size but then failed to realise the
efficiencies, profitability and growth its industry
leadership position should have allowed.
The packaging sector has endured difficult trading
conditions in recent years and Macfarlane believes these
conditions are likely to continue. This means that
companies must take decisive action to focus their
businesses, rationalise their activities and drive down
costs. Macfarlane believes that BPI has failed to address
this challenge with adequate pace and vigour.
We believe that BPI has shown a lack of vision and timely
management action. BPI's profit before tax and diluted
earnings per share have fallen in each of the last three
years. In our opinion there is a clear risk that BPI's
downward drift in profitability and share price will
continue.
Our offer of 250 pence per share gives BPI shareholders
the opportunity to exit now for cash and at a significant
premium. I urge BPI shareholders to accept this offer.'
This summary should be read in conjunction with the full
text of the Offer document.
Enquiries:
Bell Pottinger Financial 020 7353 9203
David Rydell
Kate Power
Beattie Media 01698 787878
Gordon Beattie
Macfarlane 0141 333 9666
Iain Duffin, Chief Executive
Noble Grossart Limited 0131 226 7011
Sir Angus Grossart
Todd Nugent
HSBC 020 7336 9000
John Hannaford
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
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 providing
advice in relation to the offer.
The offer is not being made in the United States, Canada,
Australia, Republic of Ireland or Japan. Accordingly
copies of the offer document and the form of acceptance
are not being and must not be mailed or otherwise
distributed or sent in, into, or from, the United States,
Canada, Australia, Republic of Ireland or Japan and
persons receiving such documents (including custodians,
nominees and trustees) must not distribute or send them
in, into or from the United States, Canada, Australia,
Republic of Ireland or Japan.
*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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