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BV recommends takeover plan

March 29, 2005

The board of British Vita plc is recommending a ?668 million takeover bid from TPG Spring (U.K.) Ltd., a company formed at the request of funds managed or advised by Texas Pacific Group. Commenting on the proposals, David Cotterill, the chairman of British Vita said: "British Vita is proud of its track record of delivering shareholder value, and the board is pleased that it has been able to continue this by agreeing a deal with TPG U.K. which it believes delivers fair value to shareholders today for the business and its prospects. TPG UK will take control of a well-run, cash-generative business which is well placed to take advantage of the opportunities offered by the markets which it serves, to the benefit of its customers and employees."

The offer of 360 pence per share, plus a final dividend for 2004 of 6.25 pence per share, represents a premium of 40% over British Vita's share price at the close of business on January 11, 2005, the trading day prior to the receipt of TPG's first proposal. It marked the fourth attempt made by TPG to takeover the plastics company.

TPG UK has received irrevocable undertakings and letters of intent to vote in favor of the proposals from the directors and certain large shareholders in respect of approximately 23.6% of British Vita's issued share capital.

Commenting on the Proposals, Stephen Peel, partner of TPG in London said: "We are delighted that the directors of British Vita have unanimously recommended our offer. TPG is excited about backing British Vita, a company with such strong underlying businesses and market positions. We very much look forward to working with the British Vita management and employees."