Stmnt re TI Group Bonds

Smiths Group PLC
30 November 2001


                           Notice to the holders of
                                 TI Group plc
  £150,000,000 7.875 per cent. Bonds due 2010 and Euro300,000,000 6.375 per
                             cent. Bonds due 2005
                           (together, the 'Bonds')

NOTICE is hereby given to the holders of the Bonds (the 'Bondholders') that TI
Group plc (the 'Former Issuer') and HSBC Trustee (C.I.) Limited, trustee for
the Bondholders (the 'Trustee'), have agreed pursuant to the Trust Deed dated
12th July, 2000 constituting the £150,000,000 7.875 per cent. Bonds due 2010
and pursuant to the Trust Deed dated 18th July, 2000 constituting the Euro
300,000,000 6.375 per cent. Bonds due 2005, both made between the Former
Issuer and the Trustee (together, the 'Trust Deeds') that:

(i) Smiths Group plc (the 'Substituted Issuer') be substituted in place of the
Former Issuer as principal debtor under the Trust Deeds and the Bonds
appertaining thereto (the 'Substitution');

(ii) for the purposes only of the Substitution the Trustee has agreed, in
exercise of its discretion pursuant to Clause 12.1 of the Trust Deeds, to a
modification to the Trust Deeds and the Bonds so that Clause 12.2.1(v) of the
Trust Deeds is not applied upon the Substitution;

(iii) the Terms and Conditions of the Bonds be modified to reflect such
Substitution;

(iv) the Former Issuer shall be a Principal Subsidiary of the Substituted
Issuer for the purposes of the Terms and Conditions of the Bonds irrespective
of whether it meets the financial criteria therefor, subject to the terms of
the First Supplemental Trust Deeds (the 'First Supplemental Trust Deeds')
dated 14th November, 2001 made between the Former Issuer, the Substituted
Issuer and the Trustee;

(v) the First Supplemental Trust Deeds introduce a new covenant by the
Substituted Issuer that it shall procure that the Former Issuer does not incur
or permit to subsist any Financial Indebtedness (as defined in the First
Supplemental Trust Deeds) or any guarantee of any Financial Indebtedness in
excess of £10,000,000 (including accrued interest) so long as any of the Bonds
are outstanding.

Full details of such Substitution, modifications and covenant are embodied in
the First Supplemental Trust Deeds, which confirm that the Bonds are
obligations of the Substituted Issuer. T and that the Bonds willhave been
admitted to listing on the official list of the Financial Services Authority
in its capacity as competent authority and that the trading of such Bonds on
the London Stock Exchange plc's market for listed securities has been
approved.

The Trustee entered into the First Supplemental Trust Deeds having taken
financial advice that such Substitution and modifications are not materially
prejudicial to the interests of the Bondholders. Copies of the Trust Deeds,
the First Supplemental Trust Deeds and the First Supplemental Paying Agency
Agreements dated 14th November, 2001 may be inspected at the specified offices
of the Trustee and Paying Agents shown below.

           TRUSTEE              PRINCIPAL PAYING AGENT     OTHER PAYING AGENT
 HSBC Trustee (C.I.) Limited        HSBC BANK plc                UBS AG
     1 Grenville Street             Mariner House          c/o HSBC BANK plc
         St. Helier                  Pepys Street            Mariner House
       Jersey JE4 9PF              London EC3N 4DA            Pepys Street
                                                            London EC3N 4DA



This notice is published by Smiths Group plc
Dated: 30 November, 2001

Enquiries to: Stephen Webster
Tel: [phone]