19 November 2021
SMITHS GROUP PLC
NOTIFICATION OF SHARE REPURCHASE PROGRAMME
On 11 November 2021, Smiths Group plc ("Smiths Group") announced its intention to commence a share repurchase programme of Smith Group's ordinary shares (the "Ordinary Shares") up to a maximum consideration of £742 million (the "Programme"). The purpose of the Programme is to reduce the share capital of Smiths Group. The effect of the reduction in share capital will be to return 55% of the initial cash proceeds from the sale of Smiths Medical to shareholders.
Further to the receipt of Shareholder approval for the sale of Smiths Medical and the granting of authority to make market purchases of Ordinary Shares at Smiths Group's General Meeting held on 17 November ("General Meeting"), the Programme, which will be executed in tranches, will commence on 19 November 2021. The first tranche will be carried out through a non-discretionary mandate Smiths Group has entered into with Goldman Sachs International ("Goldman Sachs"). Goldman Sachs will act as principal in purchasing Ordinary Shares during the Programme for a maximum consideration of £150 million (exclusive of fees and expenses incurred by Smiths Group in connection with the repurchases) and the subsequent on sale of such Ordinary Shares by Goldman Sachs to Smiths Group. The first tranche of the Programme will commence on 19 November 2021 and is expected to end by no later than 18 March 2022 (the "Purchase Period"). The maximum number of Ordinary Shares that can be purchased under the first tranche of the Programme is 59,435,913 (being the number of Ordinary Shares Smiths Group is authorised to purchase pursuant to the authority granted by shareholders). Goldman Sachs will make its trading decisions in relation to the Ordinary Shares independently of, and uninfluenced by, Smiths Group.
Any purchase of Ordinary Shares under the first tranche of the Programme will be made on the London Stock Exchange and other trading venues, in accordance with Smith Group's general authority to make market purchases of Ordinary Shares. Ordinary Shares purchased under the first tranche of the Programme will be cancelled.
Jemma Spalton, Director of Investor Relations
+44 (0)20 7004 1600
Matthew Whyte, Company Secretary
+44 (0)20 7004 1600
Smiths Group plc's LEI number is: 213800MJL6IPZS3ASA11
About Smiths Group
For over 170 years, Smiths Group has been pioneering progress by improving the world through smarter engineering. We serve millions of people every year, to help create a safer, more efficient and better-connected world, across four major global markets: Energy, General Industry, Security & Defence, and Aerospace. Listed on the London Stock Exchange, Smiths employs c.22,000 colleagues in over 50 countries. For more information visit www.smiths.com.
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