B share offer

Smiths Group PLC
14 April 2008


14 April 2008

                                SMITHS GROUP PLC

                           B Share Offer and dividend


Final Purchase Offer

Not for release, publication or distribution in whole or in part into the United
States, Canada, Australia and New Zealand.

Smiths Group plc (Smiths) announced on 20 March 2008 that it had sent a letter
to the holders of its outstanding B Shares informing them that it is intended,
subject to certain conditions, that a final purchase offer will be made for the
outstanding B Shares by JPMorgan Cazenove Limited (JPMorgan Cazenove) on 17
April 2008 (the Final Purchase Offer).

The B Shares were created in connection with the return of approximately £2.1
billion to Smiths shareholders in June 2007, details of which were contained in
the circular to shareholders dated 16 May 2007.  The return of cash provided
shareholders with three alternatives in relation to their B Shares and, as a
result of elections made by certain shareholders to retain all or some of the B
Shares to which they became entitled pursuant to the return of cash, 4,926,594 B
Shares remain issued and outstanding.

Forms of acceptance in respect of the Final Purchase Offer have been received in
relation to 4,467,437 B Shares (representing 90.68 per cent. of the outstanding
B Shares).

It is expected that JPMorgan Cazenove, acting as principal, will make the Final
Purchase Offer to purchase the B Shares in respect of which valid forms of
acceptance have been received by means of a Regulatory News Service announcement
on 17 April 2008. Settlement of the Final Purchase Offer is expected to be made
on or about 22 April 2008.


B Share Continuing Dividend

As previously announced, the non-cumulative preferential dividend payable on the
outstanding B Shares, amounting to 14 pence per B Share, will be paid by Smiths
on 16 April 2008.


For further information:
Smiths Group plc:                                     020 8458 3232
Peter Durman


JPMorgan Cazenove:                                    020 7588 2828
Edmund Byers
Matthew Lawrence


JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by
the FSA, is acting for Smiths and no-one else in connection with the Final
Purchase Offer and will not be responsible to anyone other than Smiths for
providing the protections afforded to clients of JPMorgan Cazenove or for
providing advice in relation to the Final Purchase Offer.

No offer to purchase B Shares is being or will be made in any territory where it
is illegal to do so by Smiths or JPMorgan Cazenove Limited or any person acting
on behalf of either of the foregoing.



                      This information is provided by RNS
            The company news service from the London Stock Exchange             LFESPEFE