TR-1: notification of major interests in shares
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: |
Smiths Group PLC |
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2. Reason for the notification (please tick the appropriate box or boxes) |
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An acquisition or disposal of voting rights |
x |
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An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached |
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An event changing the breakdown of voting rights |
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Other (please specify):___________________________________________ |
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3. Full name of person(s) subject to the notification obligation: |
TIAA-CREF Investment Management, LLC on behalf of the accounts listed in Exhibit B Teachers Advisors, Inc. on behalf of the funds listed in Exhibit C |
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4. Full name of shareholder(s) (if different from 3.): |
see number 3 |
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5. Date of the transaction (and date on which the threshold is crossed or reached if different): |
07/25/2011 |
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6. Date on which issuer notified: |
07/27/2011 |
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7. Threshold(s) that is/are crossed or reached: |
3% |
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8. Notified details: |
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A: Voting rights attached to shares |
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Class/type of shares if possible using the ISIN CODE |
Situation previous to the Triggering transaction Below 3% |
Resulting situation after the triggering transaction
Above 3% |
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Number of Shares |
Number of Voting Rights |
Number of shares |
Number of voting rights |
% of voting rights |
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Direct |
Direct |
Indirect |
Direct |
Indirect |
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GB00B1WY2338 |
11,735,109
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11,735,109
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11,935,109
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11,935,109
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0 |
3.043% |
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B: Financial Instruments |
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Resulting situation after the triggering transaction |
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Type of financial instrument |
Expiration date |
Exercise/ Conversion Period/ Date |
Number of voting rights that may be acquired if the instrument is exercised/ converted. |
% of voting rights |
N/A |
N/A |
N/A |
N/A |
N/A |
Total (A+B) |
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Number of voting rights |
% of voting rights |
11,935,109
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3.043% |
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: |
The College Retirement Equities Fund ("CREF") hereby informs you that on July 25, 2011, CREF bought 200,000 shares of Smiths Group Plc, bringing its total holdings in your company to 4,942,043 shares. CREF owns these shares through three of its investment accounts, the Global Equities Account, Stock Account and Social Choice Account. It is our understanding the total voting shares outstanding of Smiths Group Plc is 392,237,458 bringing CREF's ownership in your company to a 1.26%% level.
For your information, CREF is a U.S. based investment company, which is registered with the Securities and Exchange Commission ("SEC"). CREF has multiple investment accounts, each with separate investment objectives and policies. All assets in the accounts are beneficially owned by CREF, and all the accounts are managed by TIAA-CREF Investment Management, LLC, an SEC registered investment adviser. Additionally, affiliates of CREF own 6,993,066 shares of Smiths Group Plc. These holdings are owned by the TIAA-CREF Funds ("Funds") and TIAA-CREF Life Funds ("Life Funds") each of which are SEC registered investment companies, as well as the one of the TIAA-CREF Active Extension Funds ("Active Extension Unregistered Funds"). The Funds, Life Funds and Active Extension Unregistered Funds are managed by Teachers Advisors, Inc., an SEC registered investment adviser that is affiliated with TIAA-CREF Investment Management, LLC. These affiliated funds, aggregated with those of CREF, own a total of 11,935,109 shares or 3.043% of the outstanding voting shares of your company. Because Teachers Advisors, Inc. and TIAA-CREF Investment Management, LLC follow the same policies when voting these funds, we are aggregating the holdings for purposes of this letter.
(See Exhibit A)
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Proxy Voting: |
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10. Name of the proxy holder: |
TIAA-CREF Investment Management, LLC / Teachers Advisors, Inc. |
11. Number of voting rights proxy holder will cease to hold: |
N/A |
12. Date on which proxy holder will cease to hold voting rights: |
N/A |
13. Additional information |
None |
14. Contact name: |
Stuart R. Brunet |
15. Contact telephone number: |
212-490-9000 |
EXHIBIT A. |
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TIAA-CREF |
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Summary of Holdings of Smiths Group PLC |
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Between July 22, 2011 - July 25, 2011 |
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TIAA-CREF Investment Management LLC ("CREF") |
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Global Equities Account |
Stock Account |
Social Choice Account |
Total CREF Holdings |
Total CREF % |
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Holdings as of July 22, 2011 |
382,317 |
4,356,456 |
3,270 |
4,742,043 |
1.209% |
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Transactions as of July 25, 2011 |
- |
200,000 |
- |
200,000 |
0.051% |
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Holdings as of July 25, 2011 |
382,317 |
4,556,456 |
3,270 |
4,942,043 |
1.260% |
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Teachers Advisors, Inc. |
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TIAA-CREF International Equity Fund |
TIAA-CREF Life International Equity Fund |
TIAA-CREF Intl Equity Index Fund |
Active Extension Fund V |
Total Mutual Funds Holdings |
Total Mutual Funds % |
Holdings as of July 22, 2011 |
6,629,078 |
265,793 |
87,928 |
10,267 |
6,993,066 |
1.783% |
Transactions as of July 25, 2011 |
- |
- |
- |
- |
- |
0.000% |
Holdings as of July 25, 2011 |
6,629,078 |
265,793 |
87,928 |
10,267 |
6,993,066 |
1.783% |
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Aggregate Holding |
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Total Holdings |
Total % |
Holdings as of July 22, 2011 |
11,735,109 |
2.992% |
Transactions as of July 25, 2011 |
200,000 |
0.051% |
Holdings as of July 25, 2011 |
11,935,109 |
3.043% |
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Total Voting Shares Outstanding |
392,237,458
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Exhibit B.
TIAA-CREF Investment Management, LLC
College Retirement Equities Fund ("CREF") *
· CREF Stock Account
· CREF Global Equities Account
· CREF Social Choice Account
* Registered Investment Companies
Exhibit C.
Teachers Advisors, Inc.
TIAA-CREF Funds *
· International Equity Fund
· International Equity Index Fund
TIAA-CREF Life Funds *
· Life International Equity Fund
TIAA-CREF Active Extension Funds
· Active Extension Fund V - Analyst Market Neutral LLC.
* Registered Investment Companies