Update regarding Sale of Automotive Division

The merger of Smiths Group plc (Smiths Group) and TI Group plc (TI) was completed on 4th December, 2000.

The sale of the TI Group Automotive Systems Division (TIASD) has been and continues to be supervised by a Trust Board. The Trust Board comprises three members with equal voting rights, two appointed by TI (Brian Walsh, a former Finance Director of TI and Rudolph Mueller, a former non-executive director of TI), and one appointed by Smiths Group, Keith Butler-Wheelhouse, Chief Executive of Smiths Group.

Smiths Group has been informed by the Trust Board supervising the sale of TIASD that second round bids have been received for the business. These bids are subject to significant conditionality and have been affected by current conditions in financing and automotive markets. Any reduction in the final sale price will affect the value of the payment to former TI shareholders. As stated in the merger documentation, there is no assurance of deferred proceeds for those holding letters of contingent entitlement. Negotiations with bidders are continuing.

The sale process will continue under the mechanism established in the merger agreement and outlined above. Unaudited profits of TIASD for the 12 months to the end of December were in line with analysts expectations. The Board of Smiths Group wishes to emphasise that TIASD does not form part of the Groups strategy for creating future shareholder value.

ENDS