Resp to BPI Defence Doc-Amdmt

Macfarlane Group PLC 23 October 2000 The headline for the Macfarlane Group PLC announcement released today at 17.23 under RNS No 9384S should read Response to BPI Defence Document. The full text shown below remains unchanged. ------------------------------------------------------------------------------- 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') RESPONSE TO BPI DEFENCE DOCUMENT The Board of Macfarlane Group notes that British Polythene Industries PLC has today posted its defence document to BPI shareholders. The Board of Macfarlane urges BPI shareholders to carefully consider the dismal track record of BPI's annual earnings in recent years and questions whether the much heralded 'accelerated restructuring programme' referred to in the defence document has any credibility. Macfarlane Group is offering BPI shareholders a cash exit from an underperforming business at a premium of 40% prior to BPI announcing approaches from interested parties.* Iain Duffin, Macfarlane's Chief Executive, said: 'This document provides nothing new of substance. In our view it represents a remarkably complacent statement from a management team which has failed to arrest a decline in earnings each year since 1996 and which has indicated that earnings will decline still further in the current year. 'We believe that the restructuring plan, which is claimed in the document to be well advanced, fails to grasp the enormity of the problem and therefore lacks credibility. Crucially, in our view the document fails to demonstrate a viable strategy to deliver shareholder value in excess of 250p per share. *This offer price is 40 per cent higher than the market value of 178.5p per BPI share on 5 September 2000, the day before BPI announced that it had received approaches 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.