Doc re. B share conversion

RNS Number : 4253H

Smiths Group PLC

04 November 2008

4 NOVEMBER 2008

SMITHS GROUP PLC

B SHARE CONVERSION AND PURCHASE OF OWN SHARES

Following the announcement on 23 October 2008, and in accordance with the rights and restrictions attached to the B Shares as set out in the Company's articles of association, on 3 November 2008 Smiths Group plc converted the issued and outstanding B Shares into ordinary shares on the basis of one ordinary share for every 746.3/365 B Shares (1 ordinary share for every 2.04466 B Shares), fractional entitlements being disregarded.

Applications have been made to admit the 224,463 ordinary shares arising from the conversion of the B Shares to the Official List and to trading on the London Stock Exchange. Admission is expected to commence on 7 November 2008.

It is expected that share certificates will be sent to shareholders (in the case of certificated holders) on or by 17 November 2008 and that CREST accounts will be credited (in the case of uncertificated holders) on or about 7 November 2008.

Pursuant to the articles of association, the Company has purchased, for an aggregate consideration of one penny, all the Deferred Shares that arose from the conversion of the B Shares into ordinary shares on 3 November 2008. The Deferred Shares were cancelled after the purchase.