20th Mar 2008 12:05
Smiths Group PLC20 March 2008 20 March 2008 SMITHS GROUP PLC Notification of Final Purchase Offer for outstanding B Shares and B Share Continuing Dividend Final Purchase Offer Smiths Group plc (Smiths) announces that it is has today sent a letter to theholders of its outstanding B Shares informing them that it is intended that,subject to certain conditions, a final purchase offer will be made for theoutstanding B Shares by JPMorgan Cazenove Limited (JPMorgan Cazenove) on 17April 2008 (the Final Purchase Offer). The B Shares were created in connection with the return of approximately £2.1billion to Smiths shareholders in June 2007, details of which were contained inthe circular to shareholders dated 16 May 2007 (a copy of which is available onthe company's website at www.smiths.com). The return of cash providedshareholders with three alternatives in relation to their B Shares and, as aresult of elections made by certain shareholders to retain all or some of the BShares to which they became entitled pursuant to the return of cash, 4,926,594 BShares remain issued and outstanding. The Final Purchase Offer, which is expected to be made by means of a RegulatoryNews Service announcement by JPMorgan Cazenove on 17 April 2008, will offer theholders of the outstanding B Shares the opportunity to sell their remaining BShares to JPMorgan Cazenove (acting as principal) for 365 pence per B Share,free of all dealing expenses and commissions. Pursuant to the terms of theFinal Purchase Offer (as set out in the letter sent to holders of B Sharestoday), participation in the Final Purchase Offer will require the return of aduly completed and executed Form of Acceptance (or the giving of a relevant USEinstruction) by 4.30pm on 11 April 2008. Upon completion of the Final PurchaseOffer, it is expected that cheques will be despatched (for B Shares held incertificated form) and CREST accounts will be credited (for B Shares held inuncertificated form) on or about 22 April 2008. The terms of the expected Final Purchase Offer, including the action to be takenby the holders of B Shares, are contained in the letter which has been posted toB shareholders today. B Share Continuing Dividend Smiths also announces that the non-cumulative preferential dividend payable onthe outstanding B Shares, amounting to 14 pence per B Share, will be paid by thecompany on 16 April 2008. The record date for this dividend will be 28 March2008. JPMorgan Cazenove is providing financial advice to Smiths only in connectionwith the Final Purchase Offer, and no one else, and will not be responsible toholders of B Shares for providing the protection afforded to clients of JPMorganCazenove nor for providing advice in relation to the Final Purchase Offer. The Final Purchase Offer is not being made in the United States, Canada,Australia or New Zealand and holders of B Shares in these territories may notelect for the Final Purchase Offer. Any purported acceptance by a holder of BShares in any of these territories of the Final Purchase Offer will be deemed bySmiths to be invalid in respect of the entirety of that shareholder's B Shares. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Smiths Group