SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private
Issuer Pursuant to Rule
13a -16 or 15d -16 of the
Securities Exchange Act of 1934
Report on Form 6-K for the month of January 2006
The BOC Group plc
Chertsey Road, Windlesham,
Surrey GU20 6HJ
England
(Name and address of registrant's principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
------- -------
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Yes: | | No: |X|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes: | | No: |X|
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes: | | No: |X|
Enclosures:
1. A notification dated 3 January 2006 advising of the disposal by
Ogier Trustee (Jersey) Limited, as trustee of The BOC Group plc
Employee Share Trust (1995), of a total of 64,291 Ordinary shares
in the Company in which the directors have a technical interest.
Page 1 of 38
2. A notification dated 3 January 2006 in respect of the six monthly
block listing return for Savings Related Share Option Schemes and
the Executive Option Schemes.
3. A notification dated 4 January 2006 advising of the exercise of
options over 407,500 Ordinary shares held under The BOC Group plc
Executive Share Option Scheme by K Rajagopal, a director of the
Company, and subsequent sale of the Ordinary shares acquired.
4. A notification dated 5 January 2006 advising of the exercise of
options over 10,000 Ordinary shares held under The BOC Group plc
Executive Share Option Scheme by J A Bevan, a director of the
Company, and subsequent sale of the Ordinary shares acquired.
5. A notification dated 9 January 2006 advising of the disposal by
Ogier Trustee (Jersey) Limited, as trustee of The BOC Group plc
Employee Share Trust (1995), of a total of 257,521 Ordinary shares
in the Company in which the directors have a technical interest.
6. A notification dated 9 January 2006 advising of the disposal by
Ogier Trustee (Jersey) Limited, as trustee of The BOC Group plc
Employee Share Trust (1995), of a total of 1,610 Ordinary shares
in the Company in which the directors have a technical interest.
7. A notification dated 11 January 2006 advising of the disposal by
Ogier Trustee (Jersey) Limited, as trustee of The BOC Group plc
Employee Share Trust (1995), of a total of 3,000 Ordinary shares
in the Company in which the directors have a technical interest.
8. A notification dated 12 January 2006 confirming the release of the
annual and quarterly results for the financial year to 30
September 2005 restated under International Financial Reporting
Standards (IFRS).
9. A notification dated 19 January 2006 advising of the disposal by
Ogier Trustee (Jersey) Limited, as trustee of The BOC Group plc
Employee Share Trust (1995), of a total of 9,716 Ordinary shares
in the Company in which the directors have a technical interest.
10. A notification dated 25 January 2006 advising of the disposal by
Ogier Trustee (Jersey) Limited, as trustee of The BOC Group plc
Employee Share Trust (1995), of a total of 14,475 Ordinary shares
in the Company in which the directors have a technical interest.
11. A notification dated 26 January 2006 in accordance with Rule 2.10
of the City Code on Takeovers and Mergers confirming that at the
close of business on 25 January 2006 the Company had 507,189,375
Ordinary shares in issue.
12. A notification dated 26 January 2006 advising of the disposal by
Ogier Trustee (Jersey) Limited, as trustee of The BOC Group plc
Employee Share Trust (1995), of a total of 10,217 Ordinary shares
in the Company in which the directors have a technical interest.
13. A notification dated 27 January 2006 in accordance with Rule 2.10
of the City Code on Takeovers and Mergers confirming that at the
close of business on 26 January 2006 the Company had 507,383,971
Ordinary shares in issue.
14. A notification dated 27 January 2006 containing statements made by
Rob Margetts, Chairman and Tony Isaac, Chief Executive, at the
Annual General Meeting of The BOC Group plc held on that date.
15. A notification dated 30 January 2006 advising that UBS AG have a
4.32% interest in the issued ordinary share capital of the
Company.
16. A notification dated 30 January 2006 containing the results of the
voting at the 2006 Annual General Meeting of The BOC Group plc
held on 27 January 2006 at which all resolutions were decided on a
poll.
17. A notification dated 30 January 2006 advising of the disposal by
Ogier Trustee (Jersey) Limited, as trustee of The BOC Group plc
Employee Share Trust (1995), of a total of 196,750 Ordinary shares
in the Company in which the directors have a technical interest.
18. A notification dated 30 January 2006 announcing the appointment of
Merrill Lynch as joint financial adviser and corporate broker to
the Company.
19. A notification dated 30 January 2006 advising of the publication
of the Prospectus for The BOC Group plc (pound)850,000,000 Euro
Medium Term Note Programme.
20. A Shareholder Circular dated 30 January 2006 relating to an
unsolicited preliminary proposal from Linde AG.
Page 2 of 38
21. A notification dated 31 January 2006 in accordance with Rule 2.10
of the City Code on Takeovers and Mergers confirming that
at the close of business on 30 January 2006 the Company had
507,819,108 Ordinary shares in issue.
22. A notification dated 31 January 2006 to advise that a copy of a
Shareholder Circular, was available at the UKLA Document Viewing
Facility.
23. A notification dated 31 January 2006 advising of the disposal by
Ogier Trustee (Jersey) Limited, as trustee of The BOC Group plc
Employee Share Trust (1995), of a total of 59,991 Ordinary shares
in the Company in which the directors have a technical interest.
Page 3 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON
3 JANUARY 2006
AT 16.49 HRS UNDER REF: PRNUK-0301061648-33F9
3 January 2006
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 3 January
2006 of 64,291 Ordinary shares of 25p each in the Company at a sale price of
1190.2076p per share by Ogier Trustee (Jersey) Limited (the Trustee) as trustee
of The BOC Group plc Employee Share Trust (1995) (the Trust). These Ordinary
shares have been transferred, following exercise of options, to participants in
the Company's senior executive share incentive plans.
Following this disposal of 64,291 Ordinary shares, the Trustee now holds
5,742,386 Ordinary shares.
Each of the executive Directors of the Company is a potential beneficiary under
the Trust and therefore for Companies Act purposes is regarded as interested in
all of these 5,742,386 Ordinary shares. Despite this technical interest, each
executive Director will only be entitled to receive Ordinary shares from the
Trust in satisfaction of options granted to him in respect of these Ordinary
shares.
Page 4 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 3 JANUARY 2006
AT 17.16 HRS UNDER REF: PRNUK-0301061714-78B2
SCHEDULE 5
BLOCK LISTING SIX MONTHLY RETURN
To: Listing Applications
UK Listing Authority
Financial Services Authority
25, The North Colonnade
Canary Wharf
London, E14 5HS
Please ensure the entries on this return are typed
--------------------------------------------------------------------------------
1. Name of company The BOC Group plc
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2. Name of scheme Savings-Related Share Option Scheme
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3. Period of return: From 1 July 2005 to 31 December 2005
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
4. Number and class of share(s) (amount of stock/debt 5,188,044
security) not issued under scheme
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
5. Number of shares issued/allotted under scheme 336,387
during period:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
6. Balance under scheme not yet issued/allotted at end 4,851,657
of period
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
7. Number and class of share(s) Listing granted on 5 April 1978 for
(amount of stock/debt securities) Ordinary shares of 25p each
originally listed and the date of
admission;
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please confirm total number of shares in issue at the end of the period in order
for us to update our records
505,703,339 Ord Shares of 25p each
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Contact for queries: Jenny Peterkin Address: The BOC Group plc, Chertsey Road
Windlesham, Surrey, GU20 6HJ
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Name: Jenny Peterkin Telephone: 01276 807362
--------------------------------------------------------------------------------
Person making return Name: Jenny Peterkin
Position: Company Secretarial Assistant Signature: Jenny Peterkin
Page 5 of 38
SCHEDULE 5
BLOCK LISTING SIX MONTHLY RETURN
To: Listing Applications
UK Listing Authority
Financial Services Authority
25, The North Colonnade
Canary Wharf
London, E14 5HS
Please ensure the entries on this return are typed
--------------------------------------------------------------------------------
1. Name of company The BOC Group plc
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2. Name of scheme Executive Share Option Scheme
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3. Period of return: 1 July 2005 to 31 December 2005
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
4. Number and class of share(s) (amount of stock/debt 9,022,784
security) not issued under scheme
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
5. Number of shares issued/allotted under scheme 3,900,664
during period:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
6. Balance under scheme not yet issued/allotted at end 5,122,120
of period
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
7. Number and class of share(s) (amount of Listing granted on
stock/debt securities) originally listed 20 March 1985 for Ordinary
and the date admission; of shares of 25p each
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please confirm total number of shares in issue at the end of the period in order
for us to update our records
505,703,339 Ord Shares of 25p each
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Contact for queries: Jenny Peterkin Address: The BOC Group plc, Chertsey Road
Windlesham, Surrey, GU20 6HJ
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Name: Jenny Peterkin Telephone: 01276 807362
--------------------------------------------------------------------------------
Person making return Name: Jenny Peterkin
Position: Company Secretarial Assistant Signature: Jenny Peterkin
Page 6 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 4 JANUARY 2006
AT 17.36 HRS UNDER REF: PRNUK-0401061735-E7C9
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS
This form is intended for use by an issuer to make a RIS notification required
by DR 3.1.4R(1).
(7) An issuer making a notification in respect of a transaction relating to the
shares or debentures of the issuer should complete boxes 1 to 16, 23 and
24.
(7) An issuer making a notification in respect of a derivative relating the
shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and
24.
(7) An issuer making a notification in respect of options granted to a
director/person discharging managerial responsibilities should complete
boxes 1 to 3 and 17 to 24.
(7) An issuer making a notification in respect of a financial instrument
relating to the shares of the issuer (other than a debenture) should
complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.
Please complete all relevant boxes should in block capital letters.
--------------------------------------------------------------------------------
1. Name of the issuer 2. State whether the notification relates
to (i) a transaction notified in
accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4N/A(1)(b) a disclosure made
in accordance with section 324 (as
extended by section 328) of the
Companies Act 1985; or
(iii) both (i) and (ii)
THE BOC GROUP plc IN RESPECT OF BOTH (i) AND (ii)
--------------------------------------------------------------------------------
3. Name of person discharging 4. State whether notification relates to a
managerial responsibilities person connected with a person
/director discharging managerial responsibilities/
director named in 3 and identify the
connected person
KRISHNAMURTHY RAJAGOPAL N/A
--------------------------------------------------------------------------------
5. Indicate whether the 6. Description of shares (including class),
notification is in respect debentures or derivatives or financial
of a holding of the person instruments relating to shares
referred to in 3 or 4 above
or in respect of a
non-beneficial interest
IN RESPECT OF A HOLDING OF ORDINARY SHARES OF 25p EACH
THE DIRECTOR IN 3 ABOVE
--------------------------------------------------------------------------------
7. Name of registered State the nature of the transaction
shareholders(s) and, if more
than one, the number of shares
held by each of them
KRISHNAMURTHY RAJAGOPAL EXERCISE OF 407,500 EXECUTIVE OPTIONS
GRANTED IN FEBRUARY & AUGUST 1996,
FEBRUARY 1997, 1998,
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Page 7 of 38
1999, MAY 2000, FEBRUARY 2001
AND 2002 AND SUBSEQUENT SALE OF 407,500
SHARES ACQUIRED UPON EXERCISE
--------------------------------------------------------------------------------
9. Number of shares, debentures 10. Percentage of issued class acquired
or financial instruments (treasury shares of that class should
relating to shares acquired not be taken into account when
calculating percentage)
407,500 0.08%
--------------------------------------------------------------------------------
11. Number of shares, debentures 12. Percentage of issued class disposed
or financial instruments (treasury shares of that class should
relating to shares disposed not be taken into account when
calculating percentage)
407,500 0.08%
--------------------------------------------------------------------------------
13. Price per share or value 14. Date and place of transaction
of transaction
35,000 AT 919P; 20,000 AT 848P; 4 JANUARY 2006, LONDON
35,000 AT 980P; 50,000 AT 914P;
50,000 AT 851P; 87,500 AT 937P;
50,000 AT 993P; 80,000 AT 1016P
(EXERCISE)
407,500 AT 1194.3331P (SALE)
--------------------------------------------------------------------------------
15. Total holding following 16. Date issuer informed of transaction
notification and total
percentage holding following
notification (any treasury
shares should not be taken
into account when calculating
percentage)
21,816 SHARES / 338,461 OPTIONS 4 JANUARY 2006
--------------------------------------------------------------------------------
If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes
--------------------------------------------------------------------------------
17 Date of grant 18. Period during which or date on which it
can be exercised
--------------------------------------------------------------------------------
19. Total amount paid (if any) 20. Description of shares or debentures
for grant of the option involved (class and number)
--------------------------------------------------------------------------------
21. Exercise price (if fixed at 22. Total number of shares or debentures
time of grant) or over which options held following
indication that price is to notification
be fixed at the time of
exercise
--------------------------------------------------------------------------------
23. Any additional information 24. Name of contact and telephone number
Page 8 of 38
--------------------------------------------------------------------------------
for queries
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Name and signature of duly authorised officer of issuer responsible for making
notification
KAREN WESTON, COMPANY SECRETARIAL ADMINISTRATOR
Date of notification 4 JANUARY 2006
--------------------------------------------------------------------------------
page 9 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 5 JANUARY 2006
AT 17.27 HRS UNDER REF: PRNUK-0501061726-82F0
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS
This form is intended for use by an issuer to make a RIS notification required
by DR 3.1.4R(1).
(1) An issuer making a notification in respect of a transaction relating to the
shares or debentures of the issuer should complete boxes 1 to 16, 23 and
24.
(2) An issuer making a notification in respect of a derivative relating the
shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and
24.
(3) An issuer making a notification in respect of options granted to a
director/person discharging managerial responsibilities should complete
boxes 1 to 3 and 17 to 24.
(4) An issuer making a notification in respect of a financial instrument
relating to the shares of the issuer (other than a debenture) should
complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.
Please complete all relevant boxes should in block capital letters.
--------------------------------------------------------------------------------
1. Name of the issuer 2. State whether the notification relates
to (i) a transaction notified in
accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made
in accordance with section 324 (as
extended by section 328) of the
Companies Act 1985; or
(iii) both (i) and (ii)
THE BOC GROUP plc BOTH (i) AND (ii)
-------------------------------------------------------------------------------
3. Name of person discharging 4. State whether notification relates to a
managerial responsibilities person connected with a person
/director discharging managerial responsibilities/
director named in 3 and identify the
connected person
JOHN ANDREW BEVAN N/A
--------------------------------------------------------------------------------
5. Indicate whether the 6. Description of shares (including class),
notification is in debentures or derivatives or financial
respect of a holding of the instruments relating to shares
person referred to in 3 or
4 above or in respect of a
non-beneficial interest
IN RESPECT OF A HOLDING OF ORDINARY SHARES OF 25P EACH
THE DIRECTOR NAMED IN
3 ABOVE
--------------------------------------------------------------------------------
7. Name of registered 8 State the nature of the transaction
shareholders(s) and, if
more than one, the number
of shares held by each of
them
JOHN ANDREW BEVAN EXERCISE OF EXECUTIVE SHARE OPTION GRANTED
IN FEBRUARY 1996 AND SALE OF SHARES
ACQUIRED UPON EXERCISE
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Page 10 of 38
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9. Number of shares, debentures 10. Percentage of issued class acquired
or financial instruments (treasury shares acquired shares
relating to shares acquired of that class should not be taken into
account when calculating percentage)
10,000 0.01%
--------------------------------------------------------------------------------
11. Number of shares, debentures 12. Percentage of issued class disposed
or financial instruments (treasury shares of that class should
relating to shares disposed not be taken into account when
calculating percentage)
10,000 0.01%
--------------------------------------------------------------------------------
13. Price per share or value of 14. Date and place of transaction
transaction
EXERCISE AT 919P PER SHARE 5 JANUARY 2006, LONDON
SALE AT 1183.8775P PER SHARE
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15. Total holding following 16. Date issuer informed of transaction
notification and total
percentage holding following
notification (any treasury
shares should not be taken
into account when calculating
percentage)
23,108 SHARES 5 JANUARY 2006
499,565 OPTIONS
--------------------------------------------------------------------------------
If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes
--------------------------------------------------------------------------------
17 Date of grant 18. Period during which or date on which it
can be exercised
--------------------------------------------------------------------------------
19. Total amount paid (if any) 20. Description of shares or debentures
for grant of the option involved (class and number)
--------------------------------------------------------------------------------
21. Exercise price (if fixed at 22. Total number of shares or debentures
time of grant) or indication over hich options held following
that price is to be fixed at notification
the time of exercise
--------------------------------------------------------------------------------
23. Any additional information 24. Name of contact and telephone number for
queries
CAROL HUNT
01276 807759
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Page 11 of 38
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Name and signature of duly authorised officer of issuer responsible for making
notification
CAROL HUNT, DEPUTY COMPANY SECRETARY
Date of notification 5 JANUARY 2006
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Page 12 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 9 JANUARY 2006
AT 14.57 HRS UNDER REF: PRNUK-0901061454-B35A
9 January 2006
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 6 January
2006 of 257,521 Ordinary shares of 25p each in the Company at a sale price of
1178.8004p per share by Ogier Trustee (Jersey) Limited (the Trustee) as trustee
of The BOC Group plc Employee Share Trust (1995) (the Trust). These Ordinary
shares have been transferred, following exercise of options, to participants in
the Company's senior executive share incentive plans.
Following this disposal of 257,521 Ordinary shares, the Trustee now holds
5,484,451 Ordinary shares.
Each of the executive Directors of the Company is a potential beneficiary under
the Trust and therefore for Companies Act purposes is regarded as interested in
all of these 5,484,451 Ordinary shares. Despite this technical interest, each
executive Director will only be entitled to receive Ordinary shares from the
Trust in satisfaction of options granted to him in respect of these Ordinary
shares.
Page 13 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 9 JANUARY 2006
AT 16.25 HRS UNDER REF: PRNUK-0901061624-D42E
9 January 2006
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 9 January
2006 of 1,610 Ordinary shares of 25p each in the Company at a sale price of
1153.9896p per share by Ogier Trustee (Jersey) Limited (the Trustee) as trustee
of The BOC Group plc Employee Share Trust (1995) (the Trust). These Ordinary
shares have been transferred, following exercise of options, to participants in
the Company's senior executive share incentive plans.
Following this disposal of 1,610 Ordinary shares, the Trustee now holds
5,482,841 Ordinary shares.
Each of the executive Directors of the Company is a potential beneficiary under
the Trust and therefore for Companies Act purposes is regarded as interested in
all of these 5,482,841 Ordinary shares. Despite this technical interest, each
executive Director will only be entitled to receive Ordinary shares from the
Trust in satisfaction of options granted to him in respect of these Ordinary
shares.
Page 14 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 11 JANUARY 2006
AT 09.21 HRS UNDER REF: PRNUK-1101060920-110B
11 January 2006
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 10 January
2006 of 3,000 Ordinary shares of 25p each in the Company at an exercise price of
919p per share by Ogier Trustee (Jersey) Limited (the Trustee) as trustee of The
BOC Group plc Employee Share Trust (1995) (the Trust). These Ordinary shares
have been transferred, following exercise of options, to participants in the
Company's senior executive share incentive plans.
Following this disposal of 3,000 Ordinary shares, the Trustee now holds
5,479,841 Ordinary shares.
Each of the executive Directors of the Company is a potential beneficiary under
the Trust and therefore for Companies Act purposes is regarded as interested in
all of these 5,479,841 Ordinary shares. Despite this technical interest, each
executive Director will only be entitled to receive Ordinary shares from the
Trust in satisfaction of options granted to him in respect of these Ordinary
shares.
Page 15 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 12 JANUARY 2006
AT 09.00 HRS UNDER REF: PRNUK-1201060857-3B57
12 January 2006
RESTATED RESULTS FOR THE YEAR TO 30 SEPTEMBER 2005
BOC has today released annual and quarterly results for the financial year to 30
September 2005 restated under International Financial Reporting Standards
(IFRS). These can be viewed in detail on The BOC Group website using the link
below.
http://www.boc.com/investors/annual_and_quarterly_reports/2005/ifrs_restatement
--------------------------------------------------------------------------------
..pdf
----
Under IFRS
o Basic earnings per share were 75.5p compared with 74.1p under UK GAAP.
Basic earnings per share before exceptional and certain re-measurement
items were 67.8p compared with 67.5p under UK GAAP.
o Net assets at 30 September 2005 were (pound)2,040.4 million compared with
(pound)2,053.1 million under UK GAAP
It is important to note that IFRS does not affect the underlying economics of
the business and has no strategic implications. The implementation of IFRS may
result in increased volatility in future reported results principally due to
changes in the accounting for financial instruments and foreign exchange.
In terms of presentation, the most significant change relates to BOC's joint
ventures and associates. While these continue to be equity accounted, BOC's
share of JVs and associates are excluded from both Group revenue and Group
operating profit under IFRS. BOC's share of their after-tax earnings is shown in
profit before tax. However BOC will continue to present additional non-statutory
information to facilitate a full segment analysis including JVs and associates
(please see sections 4.5, 5.2 and 5.3 in the release).
Contact: Christopher Marsay - Director, Investor Relations
01276 477222 (International +44 1276 477222)
Page 16 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 19 JANUARY 2006
AT 14.23 HRS UNDER REF: PRNUK-1901061422-B410
19 January 2006
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 19 January
2006 of 9,716 Ordinary shares of 25p each in the Company at a sale price of
1171p per share by Ogier Trustee (Jersey) Limited (the Trustee) as trustee of
The BOC Group plc Employee Share Trust (1995) (the Trust). These Ordinary shares
have been transferred, following exercise of options, to participants in the
Company's senior executive share incentive plans.
Following this disposal of 9,716 Ordinary shares, the Trustee now holds
5,470,125 Ordinary shares.
Each of the executive Directors of the Company is a potential beneficiary under
the Trust and therefore for Companies Act purposes is regarded as interested in
all of these 5,470,125 Ordinary shares. Despite this technical interest, each
executive Director will only be entitled to receive Ordinary shares from the
Trust in satisfaction of options granted to him in respect of these Ordinary
shares.
Page 17 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 25 JANUARY 2006
AT 15.39 HRS UNDER REF: PRNUK-2501061538-DFA5
25 January 2006
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 25 January
2006 of 14,475 Ordinary shares of 25p each in the Company at a sale price of
1152.8124p per share by Ogier Trustee (Jersey) Limited (the Trustee) as trustee
of The BOC Group plc Employee Share Trust (1995) (the Trust). These Ordinary
shares have been transferred, following exercise of options, to participants in
the Company's senior executive share incentive plans.
Following this disposal of 14,475 Ordinary shares, the Trustee now holds
5,455,650 Ordinary shares.
Each of the executive Directors of the Company is a potential beneficiary under
the Trust and therefore for Companies Act purposes is regarded as interested in
all of these 5,455,650 Ordinary shares. Despite this technical interest, each
executive Director will only be entitled to receive Ordinary shares from the
Trust in satisfaction of options granted to him in respect of these Ordinary
shares.
Page 18 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 26 JANUARY 2006
AT 07.16 HRS UNDER REF: PRNUK-2601060715-BA55
26 January 2006
The BOC Group plc
RULE 2.10 ANNOUNCEMENT
The BOC Group plc ("BOC") announces, in accordance with Rule 2.10 of the City
Code on Takeovers and Mergers, that as at the close of business on 25 January
2006 it had in issue 507,189,375 (including those represented by ADSs) ordinary
shares of 25 pence each ("BOC Shares").
The ISIN reference number for the BOC Shares is GB0001081206 and for the
American Depositary Shares of BOC is CUSIP055617609.
Each American Depositary Share of BOC represents two BOC Shares.
Contacts:
The BOC Group plc
Christopher Marsay, Director Investor Relations 01276 477222
The Maitland Consultancy
Neil Bennett 0207 379 5151
Page 19 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 26 JANUARY 2006
AT 17.55 HRS UNDER REF: PRNUK-2601061754-3689
26 January 2006
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 26 January
2006 of 10,217 Ordinary shares of 25p each in the Company at an exercise price
of 937p per share by Ogier Trustee (Jersey) Limited (the Trustee) as trustee of
The BOC Group plc Employee Share Trust (1995) (the Trust). These Ordinary shares
have been transferred, following exercise of options, to participants in the
Company's senior executive share incentive plans.
Following this disposal of 10,217 Ordinary shares, the Trustee now holds
5,445,433 Ordinary shares.
Each of the executive Directors of the Company is a potential beneficiary under
the Trust and therefore for Companies Act purposes is regarded as interested in
all of these 5,445,433 Ordinary shares. Despite this technical interest, each
executive Director will only be entitled to receive Ordinary shares from the
Trust in satisfaction of options granted to him in respect of these Ordinary
shares.
Page 20 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 27 JANUARY 2006
AT 07.00 HRS UNDER REF: PRNUK-2601062055-C100
27 January 2006
The BOC Group plc
RULE 2.10 ANNOUNCEMENT
The BOC Group plc ("BOC") announces, in accordance with Rule 2.10 of the City
Code on Takeovers and Mergers, that as at the close of business on 26 January
2006 it had in issue 507,383,971 (including those represented by ADSs) ordinary
shares of 25 pence each ("BOC Shares").
The ISIN reference number for the BOC Shares is GB0001081206 and for the
American Depositary Shares of BOC is CUSIP055617609.
Each American Depositary Share of BOC represents two BOC Shares.
Contacts:
The BOC Group plc
Christopher Marsay, Director Investor Relations 01276 477222
The Maitland Consultancy
Neil Bennett 0207 379 5151
Page 21 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 27 JANUARY 2006 AT 11.00 HRS UNDER REF: PRNUK-2701060959-939A
27 JANUARY 2006
THE BOC GROUP plc - ANNUAL GENERAL MEETING
STATEMENTS MADE TO SHAREHOLDERS BY MR ROB MARGETTS CBE, CHAIRMAN, AND MR TONY
ISAAC, CHIEF EXECUTIVE
Mr Rob Margetts CBE
Good morning, ladies and gentlemen, and welcome to the 120th Annual General
Meeting of The BOC Group. These are exceptional times and to reflect that fact I
will concentrate on the topic that is no doubt at the forefront of your minds -
the unsolicited, preliminary approach for your company from Linde and your
board's rejection of it.
First I would like to say your company is in excellent health, strategically,
operationally, financially and managerially. Not only did we produce record
earnings in the past financial year but we have embarked on a wide-ranging
investment programme, including the construction of ten significant new plants
this year. We are the largest gases group in Asia and have a leading position in
China, the world's fastest-growing industrial nation. We are winning a high
percentage of all new business in the industrial gases market including in
hydrogen, where our share of new business is almost double its historical market
share
2005 was another good year, with adjusted earnings per share at 67.5p, and your
company has outperformed the FTSE100 by over 64 per cent in the five year period
from October 2000 to the end of September 2005. Tony will explain shortly how we
have achieved that. It has been done with a great deal of hard work and a sense
of vision that drives the entire business.
That brings me to the announcement that we made earlier this week, rejecting the
unsolicited approach from Linde. This was a unanimous rejection by your board.
Your directors were extremely mindful in making this decision of their
responsibilities to you, our shareholders.
Many of you are long-standing shareholders of BOC and will remember the
ten-month period of damaging uncertainty some six years ago after BOC agreed to
a preconditional offer from Air Products and Air Liquide. The preconditional
offer failed when they did not get the consents they wanted. Whether or not the
issues are less in the case of Linde does not hide the fact that regulatory
clearance was a precondition.
Page 22 of 38
The unsolicited approach from Linde also contained regulatory hurdles as a
precondition, which meant your company would inevitably have had to suffer a
further period of uncertainty while these were examined.
The proposal was conditional on financing arrangements that had to be finalised
and they were themselves subject to commercial due diligence.
These preconditions were onerous enough but also the proposal failed to take
account of the growth prospects for your company. Our successes in the hydrogen
market and in Asia are examples of the strengths and the potential of the Group
and Tony will expand on this.
BOC is an exciting global company with strong positions in growth markets, a
stated commitment to delivering shareholder value and an excellent management
team. As a board we are confident in the current strategy of the Group to
deliver growth and excellent returns to you, our shareholders, and in the
ability of Tony Isaac, his executive team and all our people.
Mr Tony Isaac
Good morning ladies and gentlemen.
We finished 2005 with record adjusted earnings per share; our adjusted return on
capital employed rose to16.2 per cent; and our balance sheet was strong on the
back of continued good cash generation. We have worked hard over the last six
years to develop your company and before I look to the future let me remind you
of the strategic themes we have consistently pursued.
We knew that the oil and refining industries would be strong growth markets. We
foresaw increased demand for hydrogen to improve the refiners' returns on each
barrel of oil and to meet ever stricter environmental conditions. We saw
increased need for nitrogen for enhanced oil recovery. By focusing on these
growth markets we increased our sales from hydrogen and HyCO schemes by an
average of more than 30 per cent each year from 1999 to 2005 and for 2005 to
2007 we expect them to grow at the rate of nearly 40 per cent a year. We have
won hydrogen business at almost double our historic market share. At the world's
largest nitrogen scheme in Mexico, which is used to enhance oil recovery, we are
currently investing in a fifth module, having increased our share of the joint
venture from 35 per cent to 65 per cent in 2004.
Page 23 of 38
We have been successful in selecting and developing our share of growing
industrial markets and we have also succeeded in sustaining our leading position
in Asia, and particularly in China. Asia already generates over 20 per cent of
Group revenues. We have invested steadily in Asia over many years and our
success rate this decade has seen the sales of our businesses in China alone
climb from (pound)50 million in 1999 to (pound)99 million in 2004, and they will
increase to well over (pound)200 million a year when plants currently on order
are installed. Our aggregate interest in these businesses is 50%.
We have a good pipeline of projects. Process Gas Solutions is currently
executing projects around the world that will require investment of some
(pound)485 million. Some of this will be with our joint venture partners and so
BOC's investment will be about (pound)300 million, generating profits of around
(pound)30 million in the first full year of operation.
We have been active in leading profitable local consolidation in the industrial
gases industry through divestments, mergers and acquisitions. Through these
local deals we have captured most of the potential synergies available to us in
markets such as Poland, Japan and Canada. Most recently we have divested our
Afrox hospitals business to a group led by black economic empowerment investors,
keeping a 20 per cent share of the equity of the new business.
Our Industrial and Special Products line of business has number one positions in
many important geographies. ISP's well developed distribution channels, its wide
range of customers, and its high levels of customer service have enabled it to
achieve sustained growth in both our traditional and new markets.
At BOC Edwards, while it continues to strengthen its market position we need to
improve returns and are acting on it.
While encouraging growth we have increased return on capital employed to 16.2
per cent in 2005, reducing borrowings in the process and strengthening our key
financial ratios.
Your Group and the people who work within it have achieved a lot over the past
six years.
Looking to the future, the Group is well positioned for growth. We have made
good progress in the first quarter of 2006 and continue to pursue our
longer-term investment plans. We continue to be confident that the current
strategy of the Group will deliver growth and excellent returns to you our
shareholders.
Cautionary statement
Page 24 of 38
This press release includes `forward-looking statements' under United States
securities laws. These include, without limitation, those concerning BOC's
current strategy and growth prospects, as well as statements typically
containing words such as "intends", "expects", "anticipates", "targets",
"estimates" and words of similar import. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future. There are a number of factors
that could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These factors include,
but are not limited to, changes in economic conditions, changes in the level of
capital investment by the semiconductor industry, success of business and
operating initiatives and restructuring objectives, customers' strategies and
stability, changes in the regulatory environment, fluctuations in interest and
exchange rates, the outcome of litigation, government actions and natural
phenomena such as floods, earthquakes and hurricanes. Other unknown or
unpredictable factors could cause the company's actual results to differ
materially from those in the forward-looking statements. BOC does not undertake
any obligation to update publicly or revise forward-looking statements, whether
as a result of new information, future events or otherwise, except to the extent
legally required.
--------------------------------------------------------------------------------
Contact: Christopher Marsay, Director - Investor Relations
--------------------------------------------------------------------------------
Tel: 01276 477222 (International +44 1276 477222)
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Page 25 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON
30 JANUARY 2006 AT 10.29 HRS UNDER REF: PRNUK-3001061028-52CF
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
All relevant boxes should be completed in block capital letters.
--------------------------------------------------------------------------------
1. Name of company 2. Name of shareholder having a major interest
--------------------------------------------------------------------------------
THE BOC GROUP plc UBS AG
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--------------------------------------------------------------------------------
3. Please state whether 4. Name of the registered holder(s) and, if
notification indicates that more than one holder, the number of shares
it is in respect of holding held by each of them
of the shareholder named in 2
above or in respect of a
non-beneficial interest or in
the case of an individual
holder if it is a holding of
that person's spouse or
children under the age of 18
--------------------------------------------------------------------------------
NOTIFICATION IN RESPECT OF A UBS AG LONDON BRANCH - 20,515,184
PARTY NAMED IN 2 ABOVE UBS GLOBAL ASSET MANAGEMENT LIFE LTD
- 1,308,936
UBS AG AUSTRALIA BRANCH - 52,000
UBS SECURITIES LLC - 3,388
UBS FINANCIAL SERVICES INC - 25,960
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
5. Number of 6. Percentage of 7. Number of 8. Percentage
shares/amount issued class shares/amount of issued
of stock of stock class
acquired disposed
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
9. Class of security 10. Date of 11. Date company
transaction informed
--------------------------------------------------------------------------------
ORDINARY SHARES OF 25P EACH 25 JANUARY 2006 26 JANUARY 2006
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
12. Total holding following 13. Total percentage holding of
this notification issued class following this notification
--------------------------------------------------------------------------------
21,905,468 4.32%
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14. Any additional information 15. Name of contact and telephone number
for queries
--------------------------------------------------------------------------------
IN A LETTER DATED 26 JANUARY SARAH LARKINS
2006, THE BOC GROUP plc HAS ASSISTANT COMPANY SECRETARY
BEEN ADVISED THAT UBS AG HOLDS 01276 807383
A 4.32% INTEREST IN THE
ORDINARY SHARE CAPITAL OF
THE COMPANY.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
16. Name and signature of authorised company official responsible for making
this notification
--------------------------------------------------------------------------------
SARAH LARKINS
--------------------------------------------------------------------------------
Date of notification 30 JANUARY 2006
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Page 26 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 30 JANUARY 2006 AT 12.22 HRS UNDER REF: PRNUK-3001061220-0290
2006 ANNUAL GENERAL MEETING
The 120th Annual General Meeting of The BOC Group plc was held on Friday 27
January 2006 at The Institution of Electrical Engineers, Savoy Place, London,
WC2R 0BL at 11.00 am.
All resolutions were decided on a poll and all resolutions proposed at the
meeting were passed.
The number of votes for and against each of the resolutions put before the
Meeting and the number of votes withheld were as follows:
Resolution For Against Total Withheld
Number (Note 1) % of shares Number % of shares Number % of shares Number % Votes
voted voted voted (Note 2) Withheld as
% of Capital
1 To receive the report 305,136,441 99.87 391,959 0.13 305,528,400 100 7,996,265 1.58
and accounts
2 To approve BOC's 312,302,686 99.99 29,485 0.01 312,332,171 100 1,194,295 0.23
dividend policy
3 To elect as a director 310,866,161 99.55 1,417,299 0.45 312,283,460 100 1,241,300 0.24
Mr Kent Masters
4 To elect as a director 310,939,741 99.57 1,349,340 0.43 312,289,081 100 1,235,158 0.24
Ms Rebecca McDonald
5 To elect as a director 310,855,170 99.55 1,413,989 0.45 312,269,159 100 1,254,601 0.25
Mr Alan
Page 27 of 38
Ferguson
6 To re-elect as a 311,607,226 99.79 671,389 0.21 312,278,615 100 1,242,103 0.24
director Mr John Bevan
7 To re-elect as a 310,815,108 99.53 1,465,000 0.47 312,280,108 100 1,244,518 0.24
director Mr Matthew
Miau
8 To re-elect as a 310,932,809 99.57 1,340,146 0.43 312,272,955 100 1,251,805 0.25
director Sir
Christopher O'Donnell
9 To reappoint the 288,993,104 95.34 14,123,755 4.66 303,116,859 100 10,406,710 2.05
auditors
10 To authorise the 307,075,465 98.38 5,042,020 1.62 312,117,485 100 1,407,651 0.28
directors to determine
the auditors'
remuneration
11 To approve the 272,075,240 89.19 32,990,728 10.81 305,065,968 100 8,458,792 1.67
directors'
remuneration report
12 To authorise the 311,633,463 99.86 421,389 0.14 312,054,852 100 1,469,908 0.29
directors to allot
relevant securities
13 To authorise the 311,951,918 99.54 1,457,250 0.46 313,409,168 100 116,366 0.02
directors to disapply
pre-emption rights
14 To authorise BOC to 312,159,767 99.97 106,976 0.03 312,266,743 100 1,256,587 0.25
purchase its own shares
Page 28 of 38
15 To amend the Articles 311,803,197 99.96 109,405 0.04 311,912,602 100 1,611,528 0.32
of Association
Number of shares in issue as at 6 pm on Wednesday 25 January 2006 - 507,189,375
Notes
1. The "For" vote includes those giving the Chairman discretion.
2. "Votes withheld" are included within the % of capital instructed but are not
counted when deciding whether or not a resolution is carried.
Page 29 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 30 JANUARY 2006
AT 13.16 HRS UNDER REF: PRNUK-3001061316-C8AE
30 January 2006
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 27 January
2006 of 196,750 Ordinary shares of 25p each in the Company at an average
exercise price of 976p per share by Ogier Trustee (Jersey) Limited (the Trustee)
as trustee of The BOC Group plc Employee Share Trust (1995) (the Trust). These
Ordinary shares have been transferred, following exercise of options, to
participants in the Company's senior executive share incentive plans.
Following this disposal of 196,750 Ordinary shares, the Trustee now holds
5,248,683 Ordinary shares.
Each of the executive Directors of the Company is a potential beneficiary under
the Trust and therefore for Companies Act purposes is regarded as interested in
all of these 5,248,683 Ordinary shares. Despite this technical interest, each
executive Director will only be entitled to receive Ordinary shares from the
Trust in satisfaction of options granted to him in respect of these Ordinary
shares.
Page 30 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 30 JANUARY 2006
AT 14.55 HRS UNDER REF: PRNUK-3001061453-8630
30 January 2006
The BOC Group plc announces that it has appointed Merrill Lynch to act as its
joint financial adviser and corporate broker to work alongside JPMorgan
Cazenove.
--------------------------------------------------------------------------------
Contact: Christopher Marsay, Director - Investor Relations
--------------------------------------------------------------------------------
Tel: 01276 477222 (International +44 1276 477222)
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Page 31 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON
30 JANUARY 2006 AT 15.36 HRS UNDER REF: 6411X
Publication of Prospectus
The following prospectus has been approved by the UK Listing Authority and is
available for viewing:
Prospectus for The BOC Group plc (pound)850,000,000 Euro Medium Term Note
Programme
To view the full document, please paste the following URL into the address bar
of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/6411x_-2006-1-30.pdf
-------------------------------------------------------------------
For further information, please contact
Peter Turner - Director, Taxation and Treasury
The BOC Group plc
Telephone: 01276 477222
Sarah Larkins - Assistant Company Secretary
The BOC Group plc
Telephone:01276 477222
DISCLAIMER - INTENDED ADDRESSEES
Please note that the information contained in the Prospectus may be addressed to
and/or targeted at persons who are residents of particular countries (specified
in the Prospectus) only and is not intended for use and should not be relied
upon by any person outside these countries and/or to whom the offer contained in
the Prospectus is not addressed. Prior to relying on the information contained
in the Prospectus you must ascertain from the Prospectus whether or not you are
part of the intended addressees of the information contained therein.
Your right to access this service is conditional upon complying with the above
requirement.
Page 32 of 38
A SHAREHOLDER CIRCULAR DATED 30 JANUARY 2006 RELATING TO AN UNSOLICITED
PRELIMINARY PROPOSAL FROM LINDE AG
THIS LETTER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you have sold
or otherwise transferred all your shares in The BOC Group plc please send this
letter, as soon as possible, to the purchaser or transferee, or to the
stockbroker, bank or other agent through whom the sale or transfer was effected,
for delivery to the purchaser or transferee. However this letter should not be
sent to any jurisdiction where to do so might constitute a violation of local
securities laws or regulations.
The BOC GROUP plc Registered office:
Chertsey Road
Windlesham
Surrey
GU20 6HJ
Registered in England No. 22096
30 January 2006
To: The BOC Group plc's shareholders and, for information only, to participants
in its employee benefit schemes
Dear Shareholder
Statement Relating to Preliminary Proposal
On 24 January 2006 The BOC Group plc ("BOC") issued an announcement confirming
that it had received an unsolicited preliminary proposal from Linde AG
("Linde"). The proposal was subject to a number of pre-conditions including
financing, anti-trust approvals and due diligence. The board of directors of BOC
(the "Board") stated in the announcement that it had unanimously rejected the
proposal because of its preconditions and its failure to value fully the growth
prospects of BOC.
Later on 24 January 2006, Linde issued an announcement confirming its approach.
The announcement stated that the approach was friendly and that Linde would
continue to look for the support of the Board and BOC's management. It added
that the approach was based on an all cash offer at 1,500 pence per share and
was subject to a limited number of standard preconditions which Linde believed
could be readily satisfied. However, it made clear that there could be no
certainty that any offer would be made or that a transaction would result even
if the preconditions were satisfied or waived.
Having considered the announcement by Linde, the Board has not changed its view
and unanimously rejects the unsolicited preliminary proposal because of its
preconditions and its failure to value fully the growth prospects of BOC. The
Directors of BOC state their continuing confidence in the current strategy of
the group to deliver growth and excellent returns to its shareholders as an
independent company.
BOC shareholders need take no further action at this time.
Yours faithfully
/s/ Rob Margetts
Rob Margetts
Chairman
Page 33 of 38
The directors of BOC accept responsibility for the information contained in this
letter. To the best of the knowledge and belief of the directors, (who have
taken all reasonable care to ensure that such is the case), the information
contained in this letter for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the import of such
information.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
"Code"), if any person is, or becomes, "interested" (directly or indirectly) in
1% or more of any class of "relevant securities" of BOC all "dealings" in any
"relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction.This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the "offer period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of BOC, they will be deemed to be a single
person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of BOC by Linde AG, or by any of their respective "associates", must
be disclosed by no later than 12.00 noon (London time) on the London business
day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
Forward Looking Statements
This letter includes `forward-looking statements' under United States securities
laws. These include, without limitation, those concerning BOC's current strategy
and growth prospects, as well as statements typically containing words such as
"intends", "expects", "anticipates", "targets", "estimates" and words of similar
import. By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will occur in the
future. There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by such
forward-looking statements. These factors include, but are not limited to,
changes in economic conditions, changes in the level of capital investment by
the semiconductor industry, success of business and operating initiatives and
restructuring objectives, customers' strategies and stability, changes in the
regulatory environment, fluctuations in interest and exchange rates, the outcome
of litigation, government actions and natural phenomena such as floods,
earthquakes and hurricanes. Other unknown or unpredictable factors could cause
the company's actual results to differ materially from those in the
forward-looking statements. BOC does not undertake any obligation to update
publicly or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.
Page 34 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 31 JANUARY 2006
AT 07.01 HRS UNDER REF: PRNUK-3101060653-A92D
31 January 2006
The BOC Group plc
RULE 2.10 ANNOUNCEMENT
The BOC Group plc ("BOC") announces, in accordance with Rule 2.10 of the City
Code on Takeovers and Mergers, that as at the close of business on 30 January
2006 it had in issue 507,819,108 (including those represented by ADSs) ordinary
shares of 25 pence each ("BOC Shares").
The ISIN reference number for the BOC Shares is GB0001081206 and for the
American Depositary Shares of BOC is CUSIP055617609.
Each American Depositary Share of BOC represents two BOC Shares.
Contacts:
The BOC Group plc
Christopher Marsay, Director Investor Relations 01276 477222
The Maitland Consultancy
Neil Bennett 0207 379 5151
Page 35 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 31 JANUARY 2006
AT 14.33 HRS UNDER REF: PRNUK-3101061432-C4A3
31 January 2006
THE BOC GROUP plc - SHAREHOLDER CIRCULAR
A copy of the above document has been submitted to the UK Listing Authority and
will shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel.no. (0)20 7676 1000
Page 36 of 38
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 31 JANUARY 2006
AT 16.07 HRS UNDER REF: PRNUK-3101061607-6CBC
31 January 2006
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 30 January
2006 of 59,991 Ordinary shares of 25p each in the Company at an average exercise
price of 971.65p per share by Ogier Trustee (Jersey) Limited (the Trustee) as
trustee of The BOC Group plc Employee Share Trust (1995) (the Trust). These
Ordinary shares have been transferred, following exercise of options, to
participants in the Company's senior executive share incentive plans.
Following this disposal of 59,991 Ordinary shares, the Trustee now holds
5,188,692 Ordinary shares.
Each of the executive Directors of the Company is a potential beneficiary under
the Trust and therefore for Companies Act purposes is regarded as interested in
all of these 5,188,692 Ordinary shares. Despite this technical interest, each
executive Director will only be entitled to receive Ordinary shares from the
Trust in satisfaction of options granted to him in respect of these Ordinary
shares.
Page 37 of 38
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant, The BOC Group plc, has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 1, 2006
By: /s/ Sarah Larkins
-------------------------------------
Name: Sarah Larkins
Title: Assistant Company Secretary
Page 38 of 38