Director/PDMR Shareholding

RNS Number : 8316Q

Smiths Group PLC

25 October 2011

25 OCTOBER 2011

SMITHS GROUP PLC (issuer)

DTR 3.1.4R(1)

NOTIFICATION OF TRANSACTIONS OF DIRECTOR AND PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) PURSUANT TO DTR 3.1.4R(1)(a)

On 24 October 2011 the 3-year conditional share awards granted under the Smiths Group Value Sharing Plans and certain Divisional Value Sharing Plans ("VSP") on 28 July 2008 vested in accordance with the VSP rules.

On the same date, Smiths Group plc ordinary shares of 37.5p ("shares") were released on the vesting of the matching awards granted on 20 October 2008 under the Company's Co-Investment Plan ("CIP").

The Director and PDMRs of the Company listed in Table 1 below received the number of shares shown in Cols C and D of the table against their names, in satisfaction of the vesting of their respective awards under VSP and CIP. The numbers of shares shown in Col. E of the table against their names were sold in the market, over the three business days up to and including 24 October 2011, in order to finance the income tax and NIC or social security charges that they have incurred as a result of their awards vesting. The weighted average price per share at which these shares were sold was 936.6181p pence per share.

Table 1

Col. A	Col. B	Col. C	Col. D	Col. E
Name	Status	Shares acquired under VSP	Shares acquired under CIP	Shares sold in market
Mr P. Bowman	Director	150,694	78,199	119,323
Mr P.R. Cox	PDMR	96,084	16,128	46,446
Mr J.B.F. Jones *	PDMR	24,962	Nil	13,013
Mr S. Seshadri	PDMR	82,320	22,325	46,449

* VSP award granted on 1 February 2009

Mr Cox and Mr Seshadri will each transfer to their respective spouses the unsold balance of the shares released to them.

The 3-year divisional VSP awards granted on 28 July 2008 to Mr M. Maginnis, Mr R.L. Phillips and Mr W.T. Smith did not vest and have lapsed.

On 24 October 2011 the Company received notifications in respect of the Directors and PDMRs listed in Table 2 below that, over the three business days up to and including 24 October 2011, they had purchased the numbers of shares shown in Col. C of Table 2 against their names in order to participate in the 2011 grant of conditional share awards under the CIP. The purchase price of the shares listed in Col. C of Table 2 was 936.6181 pence per share (being the weighted average price per share of all the shares acquired over the three-day period). Pursuant to the Rules of the CIP, on 24 October 2011 the Company granted conditional share awards to these Directors and PDMRs over the numbers of shares shown in Col. D of Table 2 against their names (such award numbers representing, in each case, shares with a total market value at close on 24 October 2011 equal to two times the amount (before deduction of income tax) invested by the individual in acquiring the shares shown against his name in Col. C of Table 2). The resulting interests of the Directors and PDMRs in shares are shown against their names in Col. E of Table 2 (where applicable, inclusive of the net shares acquired as reported in Table 1 above).

Table 2

Col. A	Col. B	Col. C	Col. D	Col. E
Name	Status	Shares purchased	No. of shares over which a conditional share award was granted under the CIP on 24 Oct 2011	Total interests in shares following all notifications
Mr P. Bowman	Director	24,358	95,377	293,997
Mr P.A. Turner	Director	8,627	33,781	22,790
Mr M.H.C. Herlihy	PDMR	6,037	23,638	15,133
Mr J.B.F. Jones	PDMR	3,956	15,489	20,471
Mr T. Nolan	PDMR	4,878	19,102	10,996
Mr M. Reckitt	PDMR	2,444	9,571	2,444