Prospectus • Oct 31, 2025
Prospectus
Open in ViewerOpens in native device viewer

(incorporated as a public limited company in England and Wales with registered number 137013)
Guaranteed by
(incorporated as a limited company in England and Wales with registered number 01085153)
This supplement (the "Supplement") to the base prospectus dated 17 April 2025 (the "Base Prospectus") which constitutes a base prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended, varied, superseded or substituted from time to time) (the "UK Prospectus Regulation"), constitutes a supplement to the prospectus for the purposes of Article 23 of the UK Prospectus Regulation and a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000. This Supplement is prepared in connection with the EUR 2,500,000,000 Euro Medium Term Note Programme (the "Programme") of Smiths Group plc (the "Issuer"), guaranteed by Smiths Group International Holdings Limited (the "Guarantor"). This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus and any other supplements to the Base Prospectus issued by the Issuer from time to time. Unless otherwise defined herein, terms defined in the Base Prospectus have the same meaning when used in this Supplement.
This Supplement has been approved by the Financial Conduct Authority (the "FCA"), which is the United Kingdom competent authority for the purposes of the UK Prospectus Regulation, as a supplement to the prospectus issued in compliance with the UK Prospectus Regulation. The FCA only approves this Supplement as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or the Guarantor or an endorsement of the quality of any Notes that are the subject of the Base Prospectus as supplemented by this Supplement.
Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Supplement and declares that, to the best of its knowledge, the information contained in this Supplement is in accordance with the facts and this Supplement makes no omission likely to affect its import.
The purpose of this Supplement is to:
By virtue of this Supplement, the following information shall be deemed to be incorporated in, and form part of, the Base Prospectus:
Copies of the documents specified above as containing information incorporated by reference in the Base Prospectus may be inspected, free of charge, from the website of the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-newshome.html.
The first paragraph under the heading "Significant/Material Change" on page 100 of the Base Prospectus is deemed replaced with the following:
"4. There has been no material adverse change in the prospects of the Issuer, the Guarantor or the Group since 31 July 2025. There has been no significant change in the financial performance or financial position of the Issuer or the Group since 31 July 2025 or the Guarantor or the Guarantor and its subsidiaries as a whole since 31 July 2025."
The Base Prospectus, this Supplement and copies of documents incorporated by reference in the Base Prospectus are available on the website of the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
To the extent that any document or information which is incorporated by reference into the Base Prospectus by virtue of this Supplement itself incorporates any information by reference, either expressly or impliedly, such documents or information will not form part of this Supplement or the Base Prospectus for the purposes of the UK Prospectus Regulation except where such information or documents are stated within this Supplement as specifically being incorporated by reference.
The parts of the 2025 Annual Report and the FY2025 Results Press Release that are not incorporated by reference in the Base Prospectus by virtue of this Supplement are either not relevant for investors or covered elsewhere in this Supplement or the Base Prospectus.
To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement, and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) will prevail.
Other than in relation to the information which is deemed to be incorporated by reference (see "Information Incorporated by Reference"), the information on the websites to which this Supplement refers does not form part of this Supplement and has not been scrutinised or approved by the FCA.
Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.