04 July 2001

Smiths completes demerger of Automotive Systems Division

IMPORTANT: Please read this notice carefully - it applies to all persons who view this part of the site and, depending upon who you are and where you live, it may affect your rights. Please note that as the merger (the Merger) of Smiths Industries plc and TI Group plc progresses, the disclaimer set out below may be altered or updated. You should read it in full each time you visit this Part of the site. Viewing this part of the site may not be lawful in certain jurisdiction.

This part of the site contains information on the Merger. Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions only certain categories of person are allowed to view this information. Any person resident outside the United Kingdom or the United States who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so. If you are not permitted to view this part of the site, or are in any doubt as to whether you are permitted to view this part of the site you must exit this part of the site by clicking on the "I disagree" box below.

General
Chase, which is regulated in the United Kingdom by the Securities and Futures Authority, is acting for Smiths Industries and no one else in connection with the Merger and will not be responsible for anyone other than Smiths Industries for providing the protections afforded to customers of Chase, nor for providing advice in relation to the Merger.

UBS Warburg, which is regulated in the United Kingdom by the Securities and Futures Authority, is acting for TI Group and no one else in connection with the Merger and will not be responsible to anyone other than TI Group for providing the protections afforded to customers of UBS Warburg, nor for providing advice in relation to the Merger.

Morgan Stanley Dean Witter, which is regulated in the United Kingdom by the Securities and Futures Authority, is acting for TI Group and no one else in connection with the Merger and will not be responsible to anyone other than TI Group for providing the protections afforded to customers of Morgan Stanley Dean Witter, nor for providing advice in relation to the Merger.

The information contained in this part of the site does not constitute an offer to sell or invitation to purchase any securities.

Nothing on this site constitutes an offer or an invitation to purchase any securities. The new Smiths Industries shares to be issued pursuant to the scheme of arrangement pursuant to which the merger will be implemented have not been and will not be registered under the United States Securities Act of 1933 (as amended) (Securities Act) nor under the securities laws of any state of the United States but are intended to be issued to persons within the United States pursuant to the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) of the Securities Act. Resales of the new Smiths Industries shares within the United States may be restricted. In addition, no steps have been taken, nor will any be taken, to enable the new Smiths Industries shares to be offered in compliance with the applicable securities laws of Canada or Japan and no prospectus in relation to the new Smiths Industries shares has been, or will be, lodged with or registered by the Australian Securities and Investments Commission. Accordingly, the new Smiths Industries shares may not be offered, sold, transferred, resold, delivered or distributed, directly or indirectly, in or into Canada, Japan or Australia (except in transactions exempt from or not subject to the registration requirements of the relevant securities laws of Canada, Japan or Australia).

Material contained in this site contains a number of forward-looking statements relating to Smiths Industries and TI Group with respect to, among others, the following: financial condition; results of operations; the businesses of Smiths Industries and TI Group; cost savings or synergies; competitive positions and growth opportunities for existing products; dividends; and management plans and objectives.

Any statements that are not historical facts are, or may constitute, "forward-looking statements". They involve a number of risks and uncertainties that could cause results to differ materially from those suggested by the forward-looking statements. Important factors that could cause actual results to differ materially from estimates or forecasts contained in the forward-looking statements include, among others, the following possibilities future revenues are lower than expected; costs or difficulties relating to the integration of the businesses of Smiths Industries and TI Group, or of other future acquisitions, are greater than expected; expected cost savings from the transaction or from other future acquisitions are not fully realised or realised within the expected time frame; competitive pressures in the industry increase; general economic conditions or conditions affecting the relevant industries, whether internationally or in the places Smiths Industries and TI Group do business are less favourable than expected; and/or conditions in the securities market are less favourable than expected.

Confirmation of understanding and acceptance of disclaimer
I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the site. Updated 20th September, 2000

Responsibility
The directors of Smiths Industries, accept responsibility for the material contained in this part of the site, other than relating to the TI Group and the directors of the TI Group. To the best of the knowledge and belief of the directors of Smiths Industries (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of TI Group, accept responsibility for the material contained in this part of the site relating to the TI Group and the directors of the TI Group. To the best of the knowledge and belief of the directors of TI Group (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.