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Smiths Industries. (SMIN)

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Thursday 30 November, 2000

Smiths Industries.

Court Approval

Smiths Industries PLC
30 November 2000


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

Proposed Merger of Smiths Group plc ('Smiths Group') 
and TI Group plc ('TI Group')

The Boards of Smiths Group and TI Group are pleased to announce that the High
Court today granted an order to sanction the Scheme of Arrangement of TI
Group, pursuant to section 425 of the Companies Act 1985, enabling the merger
of Smiths Group and TI Group to proceed. All of the conditions attaching to
the Scheme have now either been satisfied or waived and the Scheme is expected
to become effective on 4 December 2000.

The last day of dealing in TI Group shares will be 1 December 2000 and
dealings in the new Smiths Group shares on the London Stock Exchange are
expected to commence at 8 a.m. on 4 December 2000.

As previously announced, the new name of the merged company is Smiths Group
plc.

For further information please contact:

Smiths Group                             
Richard Bayliss  020 8457 8203

TI Group
Richard Poston  020 7560 5739

The Directors of Smiths Group plc and of TI 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 and of TI 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.

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

UBS Warburg Ltd. ('UBS Warburg'), a subsidiary of UBS AG, which is regulated
in the United Kingdom by The Securities and Futures Authority Limited, is
acting for TI Group plc and no one else in connection with the Merger and will
not be responsible to anyone other than TI Group plc for providing the
protections afforded to customers of UBS Warburg, nor for providing advice in
relation to the Merger.

Morgan Stanley & Co. Limited ('Morgan Stanley Dean Witter'), which is
regulated in the United Kingdom by The Securities and Futures Authority
Limited, is acting for TI Group plc and no one else in connection with the
Merger and will not be responsible to anyone other than TI Group plc for
providing the protections afforded to customers of Morgan Stanley Dean Witter,
nor for providing advice in relation to the Merger. 

This announcement does not constitute an offer or invitation to purchase any
securities. The new Smiths Group Shares and other securities referred to in
the Scheme Documents have not been and will not be registered under the
securities laws of the United States or any US state and will only be made
available in such jurisdictions under exemptions from such laws. In addition,
no actions have been taken with respect to such securities in Australia,
Canada or Japan.



                                                

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