8 April 2022
SMITHS GROUP PLC
SHARE BUYBACK PROGRAMME
Smith Group plc ("Smiths" or the "Company") announces that, in connection with the share buyback programme (the "Programme") of up to £742 million which it announced on 11 November 2021, Smiths will commence the third tranche of the Programme to purchase ordinary shares in the capital of the Company (the "Ordinary Shares") with a value of up to £200 million subject to remaining within the Company's general authority to repurchase Ordinary Shares granted by its shareholders at its General Meeting on 17 November 2021 (the 2021 GM authority is for a maximum of 59,435,913 shares). The third tranche is expected to commence on 8 April 2022 and will end no later than 15 July 2022 (the "Engagement Period"). The purpose of the Programme is to reduce the share capital of Smiths.
The second tranche of the Programme ended within the previously announced engagement period on 4 April 2022. J.P. Morgan Securities plc, who undertook the second tranche for Smiths, purchased 5,126,307 shares for a total consideration of £74,999,992.25. To date, 14,753,663 shares have been purchased under the Programme, for a total consideration of £223,669,761.76.
The Company has entered into an agreement with Goldman Sachs International ("Goldman Sachs") under which Goldman Sachs will manage the third tranche of the Programme. Goldman Sachs will carry out the instruction through the acquisition of Ordinary Shares in the Company for subsequent repurchase and cancellation by the Company. This arrangement is in accordance with the Company's general authority to repurchase Ordinary Shares, Chapter 12 of the Financial Conduct Authority's Listing Rules, Article 5(1) of Regulation (EU) No. 596/2014 (as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018) and Commission Delegated Regulation (EU) 2016/1052 (as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018).
Goldman Sachs may undertake transactions in the Company's Ordinary Shares (which may include sales and hedging activities, in addition to purchases which may take place on any available trading venue or on an over the counter basis) during the Engagement Period in order to manage its market exposure under the Programme. Disclosure of such transactions will not be made by Goldman Sachs as a result of or as part of the Programme, but Goldman Sachs will continue to make any disclosures it is otherwise legally required to make.
Enquiries:
Jemma Spalton, Director of Communications & Investor Relations
+44 (0)20 7004 1600
Matthew Whyte, Company Secretary
+44 (0)20 7004 1600
Matthew.whyte@smiths.com
Legal Entity Identifier (LEI): 213800MJL6IPZS3ASA11
About Smiths Group
For over 170 years, Smiths Group has been pioneering progress by improving the world through smarter engineering. We serve millions of people every year, to help create a safer, more efficient and better-connected world, across four major global markets: Energy, General Industry, Security & Defence, and Aerospace. Listed on the London Stock Exchange, Smiths employs c. 14,600 colleagues in over 50 countries. For more information visit www.smiths.com.
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