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TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi |
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1. Identity of the issuer or the underlying issuer |
Smith 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 qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached |
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An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments |
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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 |
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) |
See Number 3 |
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5. Date of the transaction and date on |
10/26/11 |
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6. Date on which issuer notified: |
10/27/11 |
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7. Threshold(s) that is/are crossed or |
3% |
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8. Notified details: |
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A: Voting rights attached to shares viii, ix |
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Class/type of
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Situation previous |
Resulting situation after the triggering transaction |
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Number |
Number |
Number |
Number of voting |
% of voting rights x |
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Direct |
Direct xi |
Indirect xii |
Direct |
Indirect |
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GB00B1WY2338 |
11,848,767 |
11,848,767 |
10,944,881 |
10,944,881 |
0 |
2.788% |
0% |
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B: Qualifying Financial Instruments |
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Resulting situation after the triggering transaction |
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Type of financial |
Expiration |
Exercise/ |
Number of voting |
% of voting |
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N/A |
N/A |
N/A |
N/A |
N/A |
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C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi |
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Resulting situation after the triggering transaction |
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Type of financial |
Exercise price |
Expiration date xvii |
Exercise/ |
Number of voting rights instrument refers to
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% of voting rights xix, xx
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N/A |
N/A |
N/A |
N/A |
N/A
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Nominal |
Delta |
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N/A |
N/A |
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Total (A+B+C) |
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Number of voting rights |
Percentage of voting rights |
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10,944,881 |
2.788% |
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9. Chain of controlled undertakings through which the voting rights and/or the |
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The College Retirement Equities Fund ("CREF") hereby informs you that on October 26, 2011, CREF sold 903,886 shares of Smith Group Plc, bringing its total holdings in your company to 4,804,367 shares. CREF owns these shares through three of its investment accounts, the Stock Account, Global Equities Account and Social Choice Account. It is our understanding the total voting shares outstanding of Smith Group Plc are 392,531,299 bringing CREF's ownership in your company to a 1.224% 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 6,140,514 shares of Smith Group Plc. These holdings are owned by the TIAA-CREF Funds ("Funds"), and the TIAA-CREF Life Funds ("Life Funds"), each of which are SEC registered investment companies. The Funds and Life 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 10,944,881 or 2.788% 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. |
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11. Number of voting rights proxy holder will cease |
N/A |
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12. Date on which proxy holder will cease to hold |
N/A |
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14. Contact name: |
Stuart R. Brunet |
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15. Contact telephone number: |
+1-415-882-3711 |
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EXHIBIT A. |
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TIAA-CREF |
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Summary of Holdings of Smiths Group PLC |
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Between October 25, 2011 - October 26, 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 October 25, 2011 |
888,426 |
4,792,557 |
27,270 |
5,708,253 |
1.454% |
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Transactions as of October 26, 2011 |
- |
(903,886) |
- |
(903,886) |
-0.230% |
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Holdings as of October 26, 2011 |
888,426 |
3,888,671 |
27,270 |
4,804,367 |
1.224% |
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Teachers Advisors, Inc. |
Aggregate Holding |
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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 % |
Total Holdings |
Total % |
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Holdings as of October 25, 2011 |
5,829,801 |
218,324 |
92,389 |
0 |
6,140,514 |
1.564% |
11,848,767 |
3.019% |
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Transactions as of October 26, 2011 |
- |
- |
- |
- |
- |
0.000% |
(903,886) |
-0.230% |
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Holdings as of October 26, 2011 |
5,829,801 |
218,324 |
92,389 |
0 |
6,140,514 |
1.564% |
10,944,881 |
2.788% |
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Total Voting Shares Outstanding |
392,531,299 |
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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 V - Analyst Market Neutral, LLC
* Registered Investment Companies