JP Morgan Cazenove - B Share Final Purchase Offer

RNS Number:5295S
JP Morgan Cazenove
17 April 2008

JPMorgan Cazenove Limited - Final Purchase Offer for B Shares of Smiths Group
plc

17 April 2008

JPMorgan Cazenove Limited

Final Purchase Offer for B Shares of Smiths Group plc

Not for release, publication or distribution in whole or in part into the United
States, Canada, Australia and New Zealand

Smiths Group plc (Smiths) announced on 20 March 2008 that it had sent a letter
to the holders of its outstanding B Shares (the Letter) outlining a proposed
purchase offer in relation to its outstanding B Shares to be made by JPMorgan
Cazenove Limited (JPMorgan Cazenove), subject to certain conditions (the Final
Purchase Offer).

The B Shares were created in connection with the return of approximately £2.1
billion to shareholders in June 2007, details of which were contained in the
Circular to shareholders dated 16 May 2007 (the Circular).

JPMorgan Cazenove hereby makes the Final Purchase Offer, acting as principal, to
purchase each of the 4,467,437 B Shares in respect of which valid acceptances of
the Final Purchase Offer have been received for 365 pence, free of all dealing
expenses and commissions, in an on-market transaction on the terms set out in
the Letter.

Settlement for the B Shares acquired under the Final Purchase Offer is expected
to be made on or about 22 April 2008, when cheques will be dispatched to
shareholders whose B Shares are held in certificated form (that is, not in
CREST) and the CREST accounts of shareholders whose B Shares are held in
uncertificated form (that is, in CREST) will be credited with the proceeds of
sale on or about 22 April 2008.

Terms defined in the Circular have the same meaning when used in this
announcement.

JPMorgan Cazenove is providing financial advice to Smiths only in connection
with the Final Purchase Offer, and no one else, and will not be responsible to
holders of B Shares for providing the protection afforded to clients of JPMorgan
Cazenove nor for providing advice in relation to the Final Purchase Offer.

For further information:

Smiths Group plc: 020 8458 3232

Peter Durman

JPMorgan Cazenove: 020 7588 2828

Edmund Byers

Matthew Lawrence

No offer to purchase B Shares is being made or will be made in any territory
where it is illegal to do so by Smiths or JPMorgan Cazenove or any person acting
on behalf of the foregoing.

Issued by JPMorgan Cazenove Limited, which is authorised and regulated by the
Financial Services Authority.

This information is provided by RNS
The company news service from the London Stock Exchange
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