Regulatory News Item

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION 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

FOR IMMEDIATE RELEASE

17 September 2021 

Smiths Group plc

("Smiths" or the "Company")

ADJOURNMENT OF GENERAL MEETING DUE TO RECEIPT OF SUPERIOR PROPOSAL

On 8 September 2021, the Company announced that it had agreed the sale of Smiths Medical to ICU Medical, Inc. ("ICU Medical") (the "ICU Transaction") on terms that are superior to the previously announced transaction entered into with TA Associates on 2 August 2021 (the "TA Transaction"). The Company announced its proposal to adjourn the General Meeting which had been convened for 17 September 2021 for the purposes of approving the TA Transaction.

The Company is pleased to announce that at the General Meeting held earlier today, the resolution seeking approval for the indefinite adjournment of the General Meeting (the "Adjournment Resolution") was duly approved by shareholders by way of a show of hands.

A copy of the Adjournment Resolution will be submitted to the National Storage Mechanism ("NSM") and will be available for inspection on the NSM's website at National Storage Mechanism | FCA.

Details of the result of the vote by way of show of hands and a copy of the Adjournment Resolution will also shortly be made available on the Company's website at www.smiths.com/proposed-sale-of-smiths-medical.

The Company will provide further information regarding the ICU Transaction and the actions required of shareholders in respect of it as soon as reasonably practicable.

Enquiries:

Smiths Group plc                                                                                                                                              

+44 (0)20 7004 1600

Jemma Spalton, Director of Investor Relations

investor.relations@smiths.com

FTI Consulting (PR adviser to Smiths Group)                                                                                          

+44 (0)20 3727 1340

Alex Le May / Richard Mountain 

smiths@fticonsulting.com

Goldman Sachs (Joint Sponsor, Joint Financial Adviser & Joint Corporate Broker)   

+44 (0)20 7774 1000

Nick Harper

Harry Webster

Charlie Lytle

Jimmy Bastock

JP Morgan Cazenove (Joint Sponsor, Joint Financial Adviser & Joint Corporate Broker)        

+44 (0)20 7742 4000

Richard Perelman

Charles Harman

James Mitford

Charles Oakes

Gleacher Shacklock (Joint Financial Adviser)                                                                         

+44 (0)20 7484 1150

Tim Shacklock

Dominic Lee

Tom Quinn

Jeremy Stamper

White & Case LLP and Freshfields Bruckhaus Deringer LLP are acting as legal advisers to Smiths in connection with the ICU Transaction.

About Smiths Group

Smiths is a global technology company listed on the London Stock Exchange (SMIN) and operates a sponsored level one ADR programme (SMGZY).  Its businesses share the same characteristics (technology differentiation; increasing digitisation; sustainably competitive; and a high proportion of recurring revenues generated by aftermarket and services) and a common operating model (The Smiths Excellence System).  For more information visit www.smiths.com.

IMPORTANT NOTICES

Cautionary statement

This announcement 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. Smiths' shareholders are advised to read carefully the formal documentation in relation to the ICU Transaction once it has been despatched.  Any response to the ICU Transaction should be made only on the basis of the information in the formal documentation to follow.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements.  Any failure to comply with these requirements or restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction.  This announcement has been prepared for the purposes of complying with English law and the UK Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

Important information relating to the joint financial advisers and joint sponsors

Goldman Sachs International ("Goldman Sachs"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the United Kingdom, is acting exclusively as joint sponsor and joint financial adviser to Smiths and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Smiths for providing the protections afforded to clients of Goldman Sachs nor for giving advice in connection with the matters set out in this announcement or any transaction, arrangement or other matter referred to in this announcement.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated by the FCA and the PRA. J.P. Morgan Cazenove is acting exclusively as joint sponsor and joint financial adviser to Smiths and no one else in connection with the ICU Transaction and will not regard any other person as its client in relation to the ICU Transaction and will not be responsible to anyone other than Smiths for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the ICU Transaction or any matter referred to herein.

Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as joint financial adviser to Smiths and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Smiths for providing the protections afforded to clients of Gleacher Shacklock nor for providing advice in connection with the matters set out in this announcement or any transaction, arrangement or other matter referred to in this announcement.

Smiths Group plc's LEI number is: 213800MJL6IPZS3ASA11