Director/PDMR Shareholding

RNS Number : 8753A

Smiths Group PLC

15 October 2009

15 OCTOBER 2009

SMITHS GROUP PLC (the "Company")

DTR 3.1.4R(1)

NOTIFICATION OF TRANSACTIONS OF DIRECTOR AND PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) PURSUANT TO DTR 3.1.4R(1)(a)

On 14 October 2009 the Company received notifications from the Directors and PDMRs listed in Table 1 below that over the three business days up to and including 14 October 2009, they had purchased the number of ordinary shares of 37.5p in Smiths Group plc ("shares") shown in Col. C of Table 1 against their names in order to participate in the 2009 Grant of conditional share awards under the Smiths Group Co-Investment Plan ("CIP"). The purchase price of the shares listed in Col. C of Table 1 was 944.3722 pence per share (being the weighted average price per share of all the shares acquired over the three day period). Pursuant to the Rules of the CIP, on 15 October 2009 the Company granted conditional share awards to these Directors and PDMRs over the number of shares shown in Col. E of Table 1 against their names such award numbers representing, in each case, shares with a total market value at close on 14 October 2009 equal to two times the amount (before deduction of income tax and employee's social security contributions) invested by the individual in acquiring the shares shown against his name in Col. C of Table 1).

On 14 October 2009 the awards granted in the 2006/07 financial year under the CIP vested and Matching shares were released to the eligible grantees. As a consequence of the vesting, the Director and PDMRs of the Company listed in Table 2 below received the number of shares shown in Col. C of Table 2 against their names, in satisfaction of their respective awards. Also on 14 October 2009, these individuals sold in the market the number of shares shown in Col. E of Table 2 against their names, in order to finance the cost of income tax and NIC or social security charges that they have incurred as a result of their awards vesting. The sale price of these shares was 944.3722 pence per share.

The resulting interests of those Directors and PDMRs included in Tables 1 and 2 in shares, after the transactions referred to in those tables, are shown in Table 3.

Table 1

Col. A	Col. B	Col. C	Col. D	Col. E
Name	Status	Shares acquired	% of Issued Share Capital acquired	No. of shares over which a conditional share award was granted under the CIP on 15 October 2009
Mr P. Bowman	Director	18,776	<0.01%	62,919
Mr J. Langston	Director	7,217	<0.01%	24,184
Mr P. Cox	PMDR	5,727	<0.01%	19,192
Mr R. Phillips	PMDR	2,823	<0.01%	9,462
Mr S. Phipson	PMDR	5,356	<0.01%	17,950
Mr S. Seshadri	PMDR	5,853	<0.01%	19,616
Mr W.T. Smith	PDMR	3,316	<0.01%	11,114
Mr A. Wagner	PDMR	341	<0.01%	1,145

Table 2

Col A	Col B	Col C	Col D	Col E	Col F
Name	Status	Shares acquired under CIP	% of Issued Share Capital acquired	Shares sold in market	% of Issued Share Capital sold
Mr J. Langston	Director	31,881	<0.01%	13,105	<0.01%
Mr P. Cox	PMDR	5,544	<0.01%	2,252	<0.01%
Mr S. Phipson	PMDR	9,121	<0.01%	3,750	<0.01%
Mr S. Seshadri	PDMR	21,598	<0.01%	9,048	<0.01%
Mr W.T. Smith	PMDR	4,928	<0.01%	2,218	<0.01%
Mr A. Wagner	PDMR	14,684	<0.01%	6,036	<0.01%

Table 3

Col. A	Col. B	Col. C	Col. D
Name	Status	Total holding of shares following notification(s)	% of Issued Share Capital held
Mr P. Bowman	Director	88,776	0.02%
Mr J. Langston	Director	273,274	0.07%
Mr P. Cox	PMDR	52,094	0.01%
Mr R. Phillips	PMDR	2,823	<0.01%
Mr S. Phipson	PMDR	113,759	0.03%
Mr S. Seshadri	PMDR	47,570	0.01%
Mr W.T. Smith	PDMR	56,701	0.02%
Mr A. Wagner	PDMR	119,767	0.03%