Smiths Group Plc

Offering Circular Smiths Group plc (incorporated in England with limited liability under registered number 137013) (formerly Smiths Industries plc) £150,000,000 7.875 per cent. Bonds due 2010 and €300,000,000 6.375 per cent. Bonds due 2005 Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services Act 1986 (the "UK Listing Authority") for the £150,000,000 7.875 per cent. Bonds due 2010 (the "Sterling Bonds") and the €300,000,000 6.375 per cent. Bonds due 2005 (the "Euro Bonds" and, together with the Sterling Bonds, the "Bonds") to be admitted to the official list of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Bonds to be admitted to trading on the London Stock Exchange's market for listed securities. Admission to the Official List together with admission to trading on the London Stock Exchange's market for listed securities constitute official listing on the London Stock Exchange. Copies of this document, which comprises listing particulars given in compliance with the listing rules made under Section 142 of the Financial Services Act 1986 by the UK Listing Authority for the purpose of giving information with regard to Smiths Group plc (formerly Smiths Industries plc) (the "Issuer" or the "Company"), the Issuer and its subsidiaries taken as a whole (the "Smiths Group") and the Bonds, have been delivered to the Registrar of Companies in England and Wales as required by Section 149 of the Financial Services Act 1986. The Sterling Bonds were initially issued by TI Group plc ("TI Group") pursuant to a trust deed dated 7 July 2000 (the "Sterling Trust Deed"). The Euro Bonds were initially issued by TI Group pursuant to a trust deed dated 18 July 2000 (the "Euro Trust Deed" and, together with the Sterling Trust Deed, the "Trust Deeds"). Both the Sterling Bonds and the Euro Bonds have been admitted to the official list of the UK Listing Authority and admitted to trading on the London Stock Exchange's market for listed securities since the date of the Sterling Trust Deed and of the Euro Trust Deed, respectively. HSBC Trustee (C.I.) Limited as trustee under the Trust Deeds (the "Trustee") has approved the substitution of TI Group by the Company as issuer of the Bonds in accordance with two first supplemental trust deeds dated on or about 14 November 2001 (together, the "First Supplemental Trust Deeds") between the Company, TI Group and the Trustee relating to each of the Sterling Trust Deed and the Euro Trust Deed. Pursuant to the First Supplemental Trust Deeds, the Company will be bound by the provisions of the Trust Deeds as if it had been named as principal debtor under the Bonds in the Trust Deeds. Interest on the Bonds is payable annually in arrear on 12 July in each year. Payments on the Bonds will be made without deduction for or on account of taxes of the United Kingdom to the extent described under "Terms and Conditions of the Sterling Bonds ― Taxation" and "Terms and Conditions of the Euro Bonds ― Taxation". The Sterling Bonds mature on 12 July 2010 and the Euro Bonds mature on 18 July 2005, and may not be redeemed prior thereto, except as mentioned below. The Bonds are subject to redemption in whole but not in part, at the option of the Issuer, at any time at a price which shall be the higher of their principal amount and an amount calculated by reference to the yield on the relevant United Kingdom government reference stock, together, in each case, with accrued interest. The Bonds are also subject to redemption in whole but not in part, at their principal amount, together with accrued interest, at the option of the Issuer at any time in the event of certain changes affecting taxes of the United Kingdom. See "Terms and Conditions of the Sterling Bonds ― Redemption and Purchase" and "Terms and Conditions of the Euro Bonds ― Redemption and Purchase". The Sterling Bonds are represented by a global Sterling Bond (the "Sterling Global Bond"), without interest coupons (the "Coupons"), deposited with a common depositary on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream Luxembourg"). The Sterling Global Bond is exchangeable for definitive Sterling Bonds in bearer form, with Coupons, in the denominations of £1,000, £10,000 and £100,000 not less than 60 days following the request of the Issuer or the holder in the limited circumstances set out in it. The Euro Bonds are represented by a Global Euro Bond (the "Euro Global Bond" and, together with the Sterling Global Bond, the "Global Bonds"), without Coupons, deposited with a common depositary on behalf of Euroclear and Clearstream Luxembourg. The Euro Global Bond is exchangeable for definitive Euro Bonds in bearer form, with Coupons, in the denominations of €1,000, €10,000 and €100,000 not less than 60 days following the request of the Issuer or the holder in the limited circumstances set out in it. See "Summary of Provisions relating to the Bonds while in Global Form". The Issuer accepts responsibility for the information contained in this document. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The distribution of this Offering Circular and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer to inform themselves about and to observe any such restrictions. No person is authorised to give any information or to make any representation not contained in this Offering Circular and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer. The delivery of this Offering Circular at any time does not imply that the information contained in it is correct as at any time subsequent to its date. The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, the Bonds may not be offered, sold or delivered within the United States or to U.S. persons. The Bonds are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder. Unless otherwise specified or the context requires, references to "euro" are to the currency of the member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union and as amended by the Treaty of Amsterdam, references to "pounds", "sterling" and "£" are to the lawful currency of the United Kingdom, references to "US$" are to the lawful currency of the United States of America and references to "DEM" are to the national currency unit of Germany (being a non-decimal denomination of the euro). Table of Contents Terms and Conditions of the Sterling Bonds 4 Terms and Conditions of the Euro Bonds 17 Use of Proceeds 29 Summary of Provisions relating to the Bonds while in Global Form 30 Business Description of Smiths Group plc 32 Capitalisation and Indebtedness of Smiths Group plc 36 United Kingdom Taxation in respect of the Sterling Bonds 37 United Kingdom Taxation in respect of the Euro Bonds 39 General Information 41 Terms and Conditions of the Sterling Bonds The following are the terms and conditions substantially in the form in which (subject to modification and save for the paragraphs in italics) they will be endorsed on the Sterling Bonds in definitive form (if issued):― The issue of the £150,000,000 7.875 per cent. Bonds due 2010 (the "Bonds") was authorised by a resolution of a Committee of the Board of Directors of TI Group plc ("TI Group") on 6 July 2000 and by a resolution of the Board of Directors of TI Group on 10 May 2000. The substitution of Smiths Group plc (the "Company" or the "Issuer") in place of TI Group as issuer of the Bonds was authorised by a resolution of the Board of Directors of the Company and of TI Group on 10 July 2001 and 30 October 2001 respectively. The Bonds are constituted by a principal trust deed (the "Principal Trust Deed") dated 12 July 2000 between TI Group and HSBC Trustee (C.I.) Limited (the "Trustee" which expression shall include all persons for the time being the trustee or trustees under the Trust Deed) as trustee for the holders of the Bonds (the "Bondholders") as supplemented by a first supplemental trust deed dated on or about 14 November 2001 between the Company, TI Group and the Trustee (the "First Supplemental Trust Deed" and, together with the Principal Trust Deed, the "Trust Deed"). These terms and conditions of the Bonds (the "Conditions") include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Bonds and the interest coupons relating to them (the "Coupons").

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