UK-based TI Group plc (“TI Group”) confirms that the proposed merger between TI Group and Smiths Industries plc (“Smiths”), and also TI Group’s proposed disposal of its Automotive Systems division, are progressing according to plan. The merger documents are in the course of preparation and are expected to be sent to shareholders shortly.

As part of the merger announcement made on September 18, 2000, it was stated that Sir Christopher Lewinton, Chairman of TI Group, would serve as Non-Executive Chairman of the merged group for one year until January 2002.

On reflection Sir Christopher has now decided to retire from the TI Group Board at the time of completion of the merger and not to take up a position on the Board of the merged company. Keith Orrell-Jones, current Chairman of Smiths, will assume the role of Non-Executive Chairman of the merged group.

Additionally it is proposed that Sir Colin Chandler, one of the TI Group non-executives joining the merged group’s Board, will take on the additional role of Non-Executive Deputy Chairman of the merged group.

On completion of the merger, Sir Christopher will continue to work on behalf of shareholders to secure the successful sale of the Automotive Systems division.

Commenting on the announcement, Sir Christopher Lewinton, Chairman of TI Group plc, said:

“I have decided to step down on completion of the merger with Smiths Industries after 14 years with TI Group, during which time we have created a world class engineering company.

“The merger with Smiths represents a significant step in the ongoing consolidation of the UK engineering industry. I have every confidence in the new management team to whom I will continue to be available and believe that this merger is in the best interests of both TI and Smiths shareholders. Indeed, I am backing the offer personally with my own shares and look forward to becoming a shareholder in the new company which is well positioned for continued growth and the creation of shareholder value.”

Commenting on the announcement, Keith Butler-Wheelhouse, Chief Executive Officer of Smiths Industries plc, said:

“I am most grateful to Sir Christopher Lewinton for providing the opportunity for, and his contribution to, the merger of the two businesses. He has transformed TI Group over the past 14 years and we respect his desire to begin a new chapter of his life. I am confident that the new company will provide a stronger and more competitive engineering group in the future.”