REG - Smiths Group PLC - Result of Meeting

SmithsAnnouncement

17/11/2021 14:45

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RNS Number : 7150S  Smiths Group PLC  17 November 2021

17 NOVEMBER 2021

SMITHS GROUP PLC

RESULT OF MEETING

On 28 September 2021, Smiths Group plc (the 'Company') announced that it had
entered into an agreement to sell Smiths Medical 2020 Limited, the holding
company of its global medical device business to ICU Medical, Inc.  (the "ICU
Transaction"). On 29 October 2021, the Company published a shareholder
circular and a notice of general meeting convening a general meeting to be
held on 17 November 2021 ("the General Meeting") to seek shareholder approval
of: (i) the ICU Transaction; and (ii) a resolution providing the Company with
authority to conduct market purchases of Smiths shares (the "Share Buyback
Resolution") (the "Resolutions").

The Company is pleased to announce that at the General Meeting held earlier
today, the Resolutions were duly approved by shareholders by way of a poll.

Full details of the poll results are set out below.

 ORDINARY RESOLUTION                      VOTES FOR    %      VOTES AGAINST  %     VOTES TOTAL  % OF ISC VOTED  VOTES WITHHELD
 To approve the ICU Transaction           326,832,674  99.97  100,380        0.03  326,933,054  82.45%          2,966,450
 To approve the Share Buyback Resolution  299,851,545  95.75  13,293,829     4.25  313,145,374  78.98%          16,754,130

 

The Board expects that, subject to the satisfaction and/or waiver of certain
regulatory and antitrust conditions, completion of the ICU Transaction is
expected to occur in early 2022.

 

 

Notes

As at 6.30 p.m. on 15 November 2021, the Company's issued share capital
consisted of 396,505,049 ordinary shares of 37.5p. The Company does not hold
any ordinary shares in the capital of the Company in treasury, and therefore,
the total voting rights in the Company as at the voting record time were
396,505,049.

 

Shareholders are entitled to one vote per share. Votes withheld are not a vote
in law and are therefore not counted in the calculation of the percentages of
the votes cast for and against a resolution. Where shareholders appointed the
Chairman as their proxy with discretion as to voting, their votes were cast in
favour of the resolutions and their shares have been included in the "votes
for" column.

 

In accordance with Listing Rule 9.6.2 copies of the resolutions approved by
shareholders will be uploaded to the National Storage Mechanism and will be
available for inspection at https://data.fca.org.uk (https://data.fca.org.uk)
.

Details of the votes cast for the Resolutions will also shortly be made
available on the Company's website at
www.smiths.com/proposed-sale-of-smiths-medical
(http://www.smiths.com/proposed-sale-of-smiths-medical) .

 

 

Enquiries:

 

Smiths Group
plc

+44 (0)20 7004 1600

Jemma Spalton, Director of Investor Relations

investor.relations@smiths.com (mailto:investor.relations@smiths.com)

FTI Consulting (PR adviser to Smiths Group)
 

+44 (0)20 3727 1340

Alex Le May / Richard Mountain

smiths@fticonsulting.com (mailto:smiths@fticonsulting.com)

Goldman Sachs (Joint Sponsor, Joint Financial Adviser & Joint Corporate
Broker)

+44 (0)20 7774 1000

Nick Harper

Harry Webster

Charlie Lytle

Jimmy Bastock

JP Morgan Cazenove (Joint Sponsor, Joint Financial Adviser & Joint
Corporate Broker)

+44 (0)20 7742 4000

Richard Perelman

Charles Harman

James Mitford

Charles Oakes

Gleacher Shacklock (Joint Financial
Adviser)

+44 (0)20 7484 1150

Tim Shacklock

Dominic Lee

Tom Quinn

Jeremy Stamper

Freshfields Bruckhaus Deringer LLP and White & Case LLP are acting as
legal advisers to Smiths in connection with the ICU Transaction.

 

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.22,000
colleagues in over 50 countries. For more information visit www.smiths.com
(http://www.smiths.com/) .

 

IMPORTANT NOTICES

Cautionary statement

This announcement is not intended to, and does not constitute or form part of,
any offer or invitation to purchase, acquire, subscribe for, sell, dispose of
or issue, or any solicitation of any offer to sell, dispose of, purchase,
acquire or subscribe for, any security or a solicitation of any vote or
approval, in any jurisdiction. Smiths' shareholders are advised to read
carefully the formal documentation in relation to the ICU Transaction once it
has been despatched.  Any response to the ICU Transaction should be made only
on the basis of the information in the formal documentation to follow.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and, therefore, any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements.  Any failure to comply with these requirements or restrictions
may constitute a violation of the securities laws or regulations of any such
jurisdiction.  This announcement has been prepared for the purposes of
complying with English law and the UK Listing Rules and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside of England.

Important information relating to the joint financial advisers and joint
sponsors

Goldman Sachs International ("Goldman Sachs"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct
Authority ("FCA") and the PRA in the United Kingdom, is acting exclusively as
joint sponsor and joint financial adviser to Smiths and no one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than Smiths for providing the protections afforded
to clients of Goldman Sachs nor for giving advice in connection with the
matters set out in this announcement or any transaction, arrangement or other
matter referred to in this announcement.

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the PRA and regulated by the FCA and the PRA. J.P. Morgan Cazenove
is acting exclusively as joint sponsor and joint financial adviser to Smiths
and no one else in connection with the ICU Transaction and will not regard any
other person as its client in relation to the ICU Transaction and will not be
responsible to anyone other than Smiths for providing the protections afforded
to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice
in relation to the ICU Transaction or any matter referred to herein.

Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively as joint
financial adviser to Smiths and for no one else in connection with the matters
described in this announcement and will not be responsible to anyone other
than Smiths for providing the protections afforded to clients of Gleacher
Shacklock nor for providing advice in connection with the matters set out in
this announcement or any transaction, arrangement or other matter referred to
in this announcement.

 

Smiths Group plc's LEI number is: 213800MJL6IPZS3ASA11

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