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
The board of Macfarlane is pleased to announce that, following the
announcement of its Increased Final Offer, Macfarlane now owns or has secured
acceptances or irrevocable undertakings of acceptance (Note 1) over a total of
8,919,378 BPI shares representing 24.2 per cent. of the issued share capital
of BPI (Note 2).
John Ward, chairman of Macfarlane said
'Our Increased Final Offer gives shareholders a cash exit at 310 pence per
share for 100% of their holdings. Clearly shareholders see this as
attractive.'
* 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 Irrevocable undertakings to accept or use best endeavours
to procure the acceptance of the Increased Final Offer have been
received from 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 30 November 2000, valid
acceptances in respect of 462,208 BPI shares representing 1.25% per
cent of the issued share capital of BPI. Macfarlane owns a total of
4,676,506 BPI shares, of which 325,000 were held before the Offer
Period (representing 0.88% of the issued share capital of BPI) and
4,351,506 were acquired during the Offer Period (representing 11.8% of
the issued share capital of BPI).
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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