Merger -TI Grp - Summary Pt.2

Smiths Industries PLC
18 September 2000

PART 2

Further to the announcement made on 15 September 2000, TI Group will continue to
proceed with the sale of its Automotive Systems Division.  Subsequent
announcements will be made in due course as developments warrant.  To the extent
that the net proceeds from this disposal exceed £900 million (including net debt
assumed by a purchaser but less costs and tax), TI Group Shareholders will
participate in the excess through the receipt of deferred proceeds.  Applying
the preliminary offers received and based on the Board of TI Group's estimate of
tax and costs, the Board of TI Group estimates that the deferred proceeds would
be worth between 20p and 65p per share.

Commenting on the Merger, Sir Christopher Lewinton, Chairman of TI Group, said:

'The combination of the sale of TI Group Automotive Systems Division and the
creation of the Merged Group provides an excellent opportunity for shareholder
value creation.  TI Group shareholders will not only benefit from the value
realised from the disposal, but will also enjoy the opportunities that the
enhanced platform will provide for our business.  This deal provides for an
exciting future'.

 Commenting on the Merger, Keith Butler-Wheelhouse, Chief Executive Officer of
Smiths Industries, said:

'This exciting Merger doubles the size of our existing Aerospace operations and
adds a new competency to the Smiths Industries portfolio in TI Group's world
leading Sealing Solutions business.  The Merged Group will be well placed for
future growth'.

There will be a briefing for analysts at 8.45 a.m. (for 9.00 a.m.) today, 18
September 2000, at 10 Aldermanbury, London EC2V 7RF.  Smiths Industries has
today also released its preliminary results for the year ended 31 July 2000.

This summary should be read in conjunction with the full text of the attached
press release about the Merger.
 
Enquiries:

Smiths Industries      020 8457 8203  TI Group          020 7560 5700
Keith Butler-Wheelhouse               Martin Angle
Alan Thomson                          Richard Poston  
Russell Plumley       
                                      
                                     
   
Chase               020 7638 5858     UBS Warburg      020 7567 8000
Bernard Taylor                        Robin Budenberg
Julian Oakley                         Aidan Clegg
                                      Paul Nicholls   
         

  
Cazenove & Co.     020 7588 2828      Morgan Stanley Dean Witter  020 7425 5000
David Mayhew                          Robert Scully
Arthur Drysdale                       Mark Warham
        


     
Brunswick          020 7404 5959      Finsbury          020 7251 4112
Alan Parker                           Roland Rudd
Locksley Ryan                         Rollo Head 

   

Chase, which is regulated in the United Kingdom by The Securities and Futures
Authority Limited, is acting for Smiths Industries and no one else in connection
with the Merger and will not be responsible to 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 Limited, 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 Limited, 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.

This announcement does not constitute an offer or an invitation to purchase any
securities.  The new Smiths Industries Shares to be issued pursuant to the
Scheme have not been and will not be registered under the 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.  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).

This announcement 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.

Smiths Industries and TI Group consider any statements that are not historical
facts as 'forward-looking statements'.  They involve a number of risks and
uncertainties that could cause actual 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.

Appendix V contains the definitions of certain terms used in this announcement.


FULL ANNOUNCEMENT TO FOLLOW

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