B Share Offer and dividend

Smiths Group PLC
20 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 the
holders of its outstanding B Shares informing them that it is intended that,
subject to certain conditions, a final purchase offer will be made for the
outstanding B Shares by JPMorgan Cazenove Limited (JPMorgan Cazenove) on 17
April 2008 (the Final Purchase Offer).

The B Shares were created in connection with the return of approximately £2.1
billion to Smiths shareholders in June 2007, details of which were contained in
the circular to shareholders dated 16 May 2007 (a copy of which is available on
the company's website at www.smiths.com).  The return of cash provided
shareholders with three alternatives in relation to their B Shares and, as a
result of elections made by certain shareholders to retain all or some of the B
Shares to which they became entitled pursuant to the return of cash, 4,926,594 B
Shares remain issued and outstanding.

The Final Purchase Offer, which is expected to be made by means of a Regulatory
News Service announcement by JPMorgan Cazenove on 17 April 2008, will offer the
holders of the outstanding B Shares the opportunity to sell their remaining B
Shares to JPMorgan Cazenove (acting as principal) for 365 pence per B Share,
free of all dealing expenses and commissions.  Pursuant to the terms of the
Final Purchase Offer (as set out in the letter sent to holders of B Shares
today), participation in the Final Purchase Offer will require the return of a
duly completed and executed Form of Acceptance (or the giving of a relevant USE
instruction) by 4.30pm on 11 April 2008.  Upon completion of the Final Purchase
Offer, it is expected that cheques will be despatched (for B Shares held in
certificated form) and CREST accounts will be credited (for B Shares held in
uncertificated form) on or about 22 April 2008.

The terms of the expected Final Purchase Offer, including the action to be taken
by the holders of B Shares, are contained in the letter which has been posted to
B shareholders today.


B Share Continuing Dividend

Smiths also announces that the non-cumulative preferential dividend payable on
the outstanding B Shares, amounting to 14 pence per B Share, will be paid by the
company on 16 April 2008.  The record date for this dividend will be 28 March
2008.

JPMorgan Cazenove is providing financial advice to Smiths only in connection
with the Final Purchase Offer, and no one else, and will not be responsible to
holders of B Shares for providing the protection afforded to clients of JPMorgan
Cazenove 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 not
elect for the Final Purchase Offer. Any purported acceptance by a holder of B
Shares in any of these territories of the Final Purchase Offer will be deemed by
Smiths 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 Exchange