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Smiths Industries. (SMIN)

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Friday 17 November, 2000

Smiths Industries.

TI Merger EGM

Smiths Industries PLC
17 November 2000




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

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


The Boards of Smiths Industries and TI Group are pleased to announce that, at
separate meetings of their respective shareholders held earlier today, all the
resolutions proposed, including those to approve the Merger of Smiths
Industries and TI Group, received the overwhelming support of both companies'
shareholders.

As previously announced, the Merger is to be effected by way of a Scheme of
Arrangement under Section 425 of the Companies Act 1985.  At the Court Meeting
of TI Group held today, the resolution proposed to approve the Scheme of
Arrangement was duly passed by the requisite majority.  The Scheme of
Arrangement is subject to the sanction of the Court.

At the Extraordinary General Meeting of Smiths Industries held today, the
resolution proposed to change the name of Smiths Industries to Smiths Group
plc was also passed.

The indicative timetable for implementation of the Merger is currently
expected to be as follows:

Court Hearing                                30 November 2000
Scheme Record Time                            6.00pm on 1 December 2000
Last day of dealings in TI Group shares       1 December 2000
Effective Date of the Scheme                  4 December 2000
Commencement of dealings on the London 
Stock Exchange in new Smiths Group shares     8.00am on 4 December 2000


TI Group announced on 15 September 2000 that it is proceeding with the sale of
its Automotive Systems Division.  The sale process is continuing, with
interested parties undertaking due diligence.  The Board of TI Group expects
that final stage negotiations with the successful bidder will be entered into
before the end of the year, with a view to completing the sale in the first
quarter 2001.


 For further information please contact:

Smiths Group
Russell Plumley                     020 8457 8203

TI Group
Richard Poston                      020 7560 5739

The Directors of Smiths Industries 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 Industries 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 Industries plc
and no one else in connection with the Merger and will not be responsible to
anyone other than Smiths Industries 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 Industries 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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