Re Automotive Demerger

Smiths Group PLC
27 April 2001


  Not for release, publication or distribution in or into, Canada, Japan or
                                  Australia

                   Smiths Group plc - Proposed demerger of
                       the Automotive Systems Division

In line with the announcement made on 14 March 2001, Smiths Group plc
('Smiths') is pleased to announce that it has entered into definitive
agreements for the Demerger of the Automotive Systems Division ('ASD'). ASD
will be demerged to a new, unlisted, independent company to be called TI
Automotive Limited ('Automotive').

The non-executive chairman of Automotive will be Mr Richard Lapthorne and, as
previously announced, the chief executive will be Mr Bill Laule, the former
CEO of TI Group.

The syndication in relation to the senior debt facilities, which are
underwritten by JP Morgan, was initiated earlier this week.

The Demerger requires the approval of Smiths shareholders and the LCE Holders
and the relevant documentation is being despatched today. The Demerger is
being effected by way of a scheme of arrangement ('the Scheme') under Section
425 of the Companies Act. The indicative timetable for implementation of the
Demerger is currently as follows:
                                                                     2001
Smiths Group Extraordinary General Meeting                           21 May
Court Meeting of LCE Holders                                         21 May
LCE Meeting                                                          21 May
Court Hearing to sanction the Scheme                                 22 June
Scheme Effective Date and completion of the Demerger                 30 June

It should be noted that the above timetable of principal events is indicative
only and will depend, amongst other things, on the date upon which the Court
sanctions the Scheme. Further announcements will be made as appropriate.

Copies of the the Demerger documents, which are being despatched to Smiths'
shareholders and the LCE Holders, are available on the company's web site,
under 'information releases' at:
www.smiths-group.com/invest/

Enquiries:
Smiths Group                          020 8457 8203

Russell Plumley or

Richard Bayliss
JPMorgan                              020 7600 2300

Bernard Taylor

Julian Oakley

The Directors of Smiths Group plc accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
Directors of Smiths Group plc (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect the
import of such information.

JPMorgan, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting for Smiths Group and no one else in
connection with the Demerger and will not be responsible to anyone other than
Smiths Group for providing the protections afforded to customers of JPMorgan,
nor for providing advice in relation to the Demerger.