Share Repurchase Programme

On 11 November 2021, Smiths Group plc announced its intention to commence a share repurchase programme of its ordinary shares up to a maximum consideration of £742 million. 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.

Shareholder approval for the sale of Smiths Medical and the authority to make market purchases of ordinary shares was granted at Smiths Group’s General Meeting held on 17 November 2021.

The details of the first tranche, which commenced on 19 November 2021 and completed on 17 February 2022 was completed by Goldman Sachs International (“Goldman Sachs”), can be found here.

The second tranche of the Programme commenced on 18 February 2022 and was carried out through a non-discretionary mandate Smiths Group entered into with J.P Morgan Securities plc (“JP Morgan”). JP Morgan purchased 5.1m shares for a total consideration of £75.m. Ordinary shares purchased under the second tranche of the Programme were cancelled. The details of the second tranche which completed on 4 April 2022, can be found here.

Under the first and second tranches of the Programme, 14.7m shares have been purchased for a total consideration of £224m.

The third tranche of the Programme commenced on 8 April 2022 and will end no later than 15 July 2022. The Company has entered into an agreement with Goldman Sachs under which Goldman Sachs will manage the third tranche of the Programme. Goldman Sachs will carry out the instruction through the acquisition of Ordinary Shares in the Company for subsequent repurchase and cancellation by the Company. The details of the third tranche can be found here.