Regulatory News Item
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
("Smiths" or the "Company")
Publication of Circular and notice of Smiths' General Meeting regarding the proposed sale of
The Company is pleased to announce that a circular regarding the Sale and the related return of capital (the "Circular") has been published today, having received approval from the
The Sale constitutes a Class 1 transaction for Smiths under the Listing Rules and completion of the Sale ("Completion") is conditional upon the approval of Smiths Shareholders at a general meeting of the Company. In addition, Completion is also subject to the satisfaction (or waiver) of certain regulatory and antitrust conditions. Completion is currently anticipated to occur by the end of calendar year 2021.
The Board also proposes to return 55 per cent. of the Net Cash Proceeds from the Sale, being
The Circular contains further details of the Sale, the Share Buyback Programme and a notice convening a general meeting of the Company to be held at
+44 (0)20 7004 1600
FTI Consulting (PR adviser to
+44 (0)20 3727 1340
Goldman Sachs (Joint Sponsor, Joint Financial Adviser & Joint Corporate Broker)
+44 (0)20 7774 1000
J.P. Morgan Cazenove (Joint Sponsor, Joint Financial Adviser & Joint Corporate Broker)
+44 (0)20 7742 4000
Gleacher Shacklock (Joint Financial Adviser)
+44 (0)20 7484 1150
Capitalised terms not otherwise defined in this announcement have the same meaning given to them in the Circular.
Smiths is a global technology company listed on the
Availability of the Circular
A copy of the Circular will be submitted to the National Storage Mechanism and the Circular will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, a copy of the Circular will be available for inspection on the Company's website at www.smiths.com from the date of this announcement up to and including the date of the General Meeting and for the duration of the General Meeting.
This announcement is for information purposes only and is not intended to, and does not constitute or form part of, any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security or a solicitation of any vote or approval, in any jurisdiction. This announcement should not be construed as investment advice and is not intended to form the basis of any investment decision. It does not constitute a prospectus or prospectus equivalent document. Smiths Shareholders are advised to read the Circular carefully. Any response to the Sale should be made only on the basis of the information in the Circular.
The release, publication or distribution of this announcement in jurisdictions other than the
Important Notices Relating to Financial Advisers
Goldman Sachs International ("Goldman Sachs"), which is authorised by the
Publication on Website
A copy of this announcement will be made available on Smiths' website at [www.smiths.com]. Copies may also be obtained from the Company's Registrar, Equiniti. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this announcement.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the
Incorporation by Reference
Neither the content of Smiths' website (or any other website) nor any website accessible by hyperlinks on Smiths' website (or any other website) is incorporated in, or forms part of, this announcement.
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "anticipates", "believes", "could", "estimates", "expects", "intends", "may", "plans", "projects", "should" or "will", or, in each case, their negative or other variations or comparable terminology, "targets", "aims", "forecasts" or by discussions of strategy, plans, objectives, goals, future events or intentions.
These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding the Smiths' or its directors' intentions, beliefs or current expectations concerning, among other things, the
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of operations of the
Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this announcement reflect Smiths' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the
Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation Rules, the Market Abuse Regulation (EU No. 596/2014) and the Market Abuse Regulation (EU No. 596/2014) as it forms part of domestic law by virtue of the
Legal Entity Identifier (LEI): 213800MJL6IPZS3ASA11
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