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TI Group PLC (TI.)


Wednesday 11 October, 2000

TI Group PLC

Merger Update

TI Group PLC
11 October 2000

                                 TI GROUP PLC                                 
                  PROPOSED MERGER WITH SMITHS INDUSTRIES PLC                  
TI Group plc ('TI Group') today confirms that the proposed merger between TI
Group and Smiths Industries plc ('Smiths'), and also TI's proposed disposal
of its Automotive Systems division, are progressing according to plan. The
merger documents are in the course of preparation and are expected to be sent
to shareholders shortly. 
As part of the merger announcement made on 18 September 2000, it was stated
that Sir Christopher Lewinton, Chairman of TI Group, would serve as
Non-Executive Chairman of the merged group for one year until January 2002. 
On reflection, Sir Christopher has now decided to retire from the TI Board at
the time of completion of the merger and not take up a position on the Board
of the merged company. Keith Orrell-Jones, current Chairman of Smiths, will
assume the role of Non-Executive Chairman of the merged group.  
Additionally it is proposed that Sir Colin Chandler, one of the TI Group
non-executives joining the merged group's Board, will take on the additional
role of Non-Executive Deputy Chairman of the merged group. 
On completion of the merger, Sir Christopher will continue to work on behalf
of shareholders to secure the successful sale of the Automotive Systems
Commenting on the announcement, Sir Christopher Lewinton, Chairman of TI
Group plc, said: 
'I have decided to step down on completion of the merger with Smiths
Industries after 14 years with TI Group, during which time we have created a
world class engineering company. 
'The merger with Smiths represents a significant step in the ongoing
consolidation of the UK engineering industry. I have every confidence in the
new management team to whom I will continue to be available and believe that
this merger is in the best interests of both TI and Smiths shareholders.
Indeed, I am backing the offer personally with my own shares and look forward
to becoming a shareholder in the new company which is well positioned for
continued growth and the creation of shareholder value.' 
Commenting on the announcement, Keith Butler-Wheelhouse, Chief Executive
Officer of Smiths Industries plc, said: 
'I am most grateful to Sir Christopher Lewinton for providing the opportunity
for, and his contribution to, the merger of the two businesses. He has
transformed TI over the past fourteen years and we respect his desire to
begin a new chapter of his life. I am confident that the new company will
provide a stronger and more competitive engineering group in the future.' 
For further information please contact: 
Richard Poston      
Director of Communications 
TI Group plc                              Tel: 7560 5700 
[email protected] 
Roland Rudd 
Finsbury Limited                          Tel: 7251 3801 
[email protected] 
PR No. 026/00 


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