Page 16 of 16
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 2004
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. Notification dated 2 January 2004 in respect of the six monthly block
listing return for Savings Related Share Option Schemes and the
Executive Option Schemes.
Page 1 of 16
2. Notification dated 23 January 2004 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.
3. Notification dated 26 January 2004 advising that a copy of the
resolutions passed at the Annual General Meeting other than ordinary
business and copies of the amended Memorandum and Articles of
Association approved at that meeting were available at the UKLA
Document Viewing Facility.
4. Notification dated 27 January 2004 advising that the Company intends
to sell its US packaged gas business to Airgas.
5. Notification dated 29 January 2004 advising that The BOC Group plc
will be announcing its First Quarter Results on Tuesday 3 February
2004.
6. Notification dated 29 January 2004 advising that FMR Corp and Fidelity
International Limited no longer have a notifiable interest in the
issued Ordinary share capital of The BOC Group plc.
Page 2 of 16
The BOC Group plc Announcement released to a Regulatory Information Service at
13.48 hrs on 2 January 2004 under ref no PRNUK-0201041346-213A
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 2003 to 31 December 2003
-----------------------------------------------------------------------------------------------------------------
------------------------------------------------------------ ----------------------------------------------------
4. Number and class of share(s) (amount of stock/debt 6,397,664
security) not issued under scheme
------------------------------------------------------------ ----------------------------------------------------
------------------------------------------------------------ ----------------------------------------------------
5. Number of shares issued/allotted under scheme 198,229
during period:
------------------------------------------------------------ ----------------------------------------------------
------------------------------------------------------------ ----------------------------------------------------
6. Balance under scheme not yet issued/allotted at end 6,199,435
of period
------------------------------------------------------------ ----------------------------------------------------
------------------------------------------------------------ ----------------------------------------------------
7. Number and class of share(s) (amount of stock/debt Listing granted on 5 April 1978 for Ordinary
securities) originally listed and the date of shares of 25p each
admission;
------------------------------------------------------------ ----------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
Please confirm total number of shares in issue at the end of the period in order us to update our records
497,824,345 Ord Shares of 25p each
-----------------------------------------------------------------------------------------------------------------
---------------------------------------------------------- ------------------------------------------------------
Contact for queries: Karen Weston Address: The BOC Group plc, Chertsey Road
Windlesham, Surrey, GU20 6HJ
---------------------------------------------------------- ------------------------------------------------------
---------------------------------------------------------- ------------------------------------------------------
Name: Karen Weston Telephone: 01276 807388
---------------------------------------------------------- ------------------------------------------------------
Person making return Name: Sarah Larkins
Position:...Assistant Company Secretary................Signature: Sarah Larkins
Page 3 of 16
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: From 1 July 2003 to 31 December 2003
-----------------------------------------------------------------------------------------------------------------
------------------------------------------------------------ ----------------------------------------------------
4. Number and class of share(s) (amount of stock/debt 11,693,137
security) not issued under scheme
------------------------------------------------------------ ----------------------------------------------------
------------------------------------------------------------ ----------------------------------------------------
5. Number of shares issued/allotted under scheme 11,301
during period:
------------------------------------------------------------ ----------------------------------------------------
------------------------------------------------------------ ----------------------------------------------------
6. Balance under scheme not yet issued/allotted at end 11,681,836
of period
------------------------------------------------------------ ----------------------------------------------------
------------------------------------------------------------ ----------------------------------------------------
7. Number and class of share(s) (amount of stock/debt Listing granted on 5 April 1978 for Ordinary
securities) originally listed and the date of shares of 25p each
admission;
------------------------------------------------------------ ----------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
Please confirm total number of shares in issue at the end of the period in order us to update our records
497,824,345 Ord Shares of 25p each
-----------------------------------------------------------------------------------------------------------------
---------------------------------------------------------- ------------------------------------------------------
Contact for queries: Karen Weston Address: The BOC Group plc, Chertsey Road
Windlesham, Surrey, GU20 6HJ
---------------------------------------------------------- ------------------------------------------------------
---------------------------------------------------------- ------------------------------------------------------
Name: Karen Weston Telephone: 01276 807388
---------------------------------------------------------- ------------------------------------------------------
Person making return Name: Sarah Larkins
Position:...Assistant Company Secretary................Signature: Sarah Larkins
Page 4 of 16
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 23 JANUARY 2004
AT 11.00 HRS UNDER REF: PRNUK-2201041547-4843
23 JANUARY 2004
THE BOC GROUP plc - ANNUAL GENERAL MEETING
STATEMENTS MADE TO SHAREHOLDERS BY MR R MARGETTS, CHAIRMAN, AND MR A E ISAAC,
CHIEF EXECUTIVE
Mr R Margetts
Good morning, ladies and gentlemen, and welcome to the 118th Annual General
meeting of The BOC Group.
For the first time last year I showed you two graphs that I also include in my
statement in the Annual Report and Accounts. They show how your company has
performed in terms of total shareholder return, measured against both our key
industrial gases competitors and other companies in the FTSE 100. The first
graph shows that we outperformed the FTSE-100 by nearly 40 per cent, but our
major gases competitors did better against their local indices. Looking in more
detail at our performance compared with the FTSE-100 index, it is pleasing to
see that not only have we significantly outperformed the index by nearly forty
per cent, but BOC is one of only a very few companies to have remained in
positive territory. It has delivered a total return to you, its shareholders,
including both share price performance and the value of dividends paid, of some
ten per cent in the three years since the bid lapsed. Overall the FTSE-100, by
comparison, saw a reduction in value of nearly thirty per cent.
The strategy followed by your board is to deliver superior returns to our
shareholders consistent with a progressive dividend policy. Last year we paid a
total dividend of 39p per share, an increase of 2.6 per cent on the year before.
This year we again announced a first interim dividend of 15.5p per share, which
will be paid in February, and we will reflect any increase in the second interim
dividend payable in August.
Your company has again performed well in an economic environment where
industrial production, in both its principal home markets and globally, was
severely affected and one of its important components, BOC Edwards, continued to
work through the longest downturn ever experienced by the semiconductor
industry. Against this backdrop our gases businesses, and our specialist Gist
and Afrox hospitals businesses, all delivered improved turnover and operating
profit. Tony Isaac, your chief executive, will take you through these results in
more detail when I have finished.
This performance is, as I have said, very pleasing, yet you see we have not
matched the shareholder returns delivered by our overseas-based gases
competitors. There is one factor that has had a disproportionate effect on our
share price this year, and that is concern over litigation in the US.
Allegations have been made that manganese in welding fume causes symptoms
similar to Parkinson's disease. We strongly resist any such allegations. We are
not aware of any credible scientific evidence linking manganese in welding fume
to neurological damage under typical welding conditions. We have also explained
that we have significant insurance cover, the details of which are, and must
remain, confidential. For these reasons we believe these allegations will not
have a material effect on BOC's financial condition or profitability.
Page 5 of 16
Throughout the last year we have continued to develop our portfolio. We made
successful acquisitions in Poland and Canada, which have strengthened our
businesses there, and in November we announced the intended sale of our stake in
Afrox hospitals. This is a very successful business that we have grown until it
is now the largest supplier of private healthcare in southern Africa. We have
benefited from its growth and we will now benefit from its sale to a consortium
of black empowerment investors in South Africa, particularly as the strength of
the rand makes this a very good time for BOC to receive the proceeds from the
sale of its interest in Afrox Healthcare.
We continue to invest for profitable growth. Each year we hold one board meeting
outside the UK and this year we chose to visit one of BOC's fastest growing
markets - China. In Shanghai and Suzhou we saw evidence of the rapid pace of
expansion, particularly in the chemicals, steel and electronics industry. We met
our major customer partners and visited the sites where we are investing
successfully to serve this growing market. And we were able to announce during
our visit a further $100 million of investment in China to meet new growth
opportunities. BOC has spent many years developing its leading position in Asia
and, if you take the Asia/Pacific region as a whole, you will see from last
year's results that it now delivers 31 per cent of the Group's turnover and 36
per cent of our adjusted operating profit.
To grow BOC successfully we must keep a close eye on how we make our profit as
well as how much profit we make. These matters are often referred to today under
the general heading of corporate responsibility, which attempts to measure and
report the impact businesses have on a wider social and economic front. I gave
you some examples in my statement of the recognition BOC has received for its
efforts in this direction. We have recently received further acknowledgement of
our progress in Management Today magazine by being voted Britain's most admired
company for community and environmental responsibility. It is a great credit to
everyone in BOC that we are seen as being an organisation that takes these
issues seriously and have responded to them well.
In a similar vein, corporate governance issues have received considerable
prominence this year, following the Higgs and Smith reviews and the subsequent
revision of the Combined Code. I believe the changes that have been implemented
are sensible and BOC already substantially complies with the new Code, well in
advance of it being required.
In summary, I believe your company is well run and has processes and procedures
in place to ensure the highest standards of stewardship.
I introduced the board to you at the beginning. We have one new member at this
AGM, Andrew Bonfield, who joined us as a non-executive director in July last
year. Andrew is vice-president and chief financial officer of Bristol-Myers
Squibb Company and, in line with best practice, is considered to be the
financial expert on our audit committee.
When Goran Lundberg resigned from the board in the Spring we made two other
internal changes. Sir Christopher O'Donnell replaced him as senior independent
director and Julie Baddeley became chairman of the remuneration committee. I
would like to thank Goran for the contribution he made to BOC in his three years
with us.
I will shortly ask Tony Isaac to tell you more about the Group's performance
last year. Let me first thank everyone in BOC for their hard work and endeavour.
The markets we work in are sometimes difficult, often challenging and always
highly competitive. The quality of BOC's people around the world always
impresses me; they are the true strength of BOC.
Page 6 of 16
Mr A E Isaac
Before discussing our performance last year in detail, let me set 2003 in
context. We have made a lot of changes in recent years and our portfolio of
businesses has evolved considerably.
In 2000 we took a detailed look at all our businesses. We have spent a lot of
effort since: investing where we saw opportunities for growth; working with the
local management teams where we believed improved performance was possible; and
taking other action where it was clear that hard work or investment would not
resolve structural problems.
The Polish and Canadian deals are part of our investment for growth. We have
bought good businesses in good markets - markets that reward our concentration
on product quality and customer service. The previous year, similarly, we bought
operations in Thailand and Malaysia and added to our carbon dioxide assets in
the US. We have also selectively added to BOC Edwards' capability, such as with
the turbomolecular pumps business of Seiko in Japan, as well as smaller
companies with technologies of particular interest to us. Earlier last year we
bought a water services business, EMC based in the US, because we saw strong
links between our customer base and theirs - I'm pleased to say early
indications from this market are positive. In total we have spent over half a
billion pounds on acquisitions since 2000.
Not every market or activity can deliver the profitable growth we seek. I
explained at last year's AGM why we had decided to combine our process plants
business with that of Linde in the US to form Linde BOC Process Plants and the
reasoning behind the Japan Air Gases joint venture with Air Liquide. Both these
amalgamations are performing well and, in addition to delivering the cost
savings we expected, Linde BOC Process Plants has given us access to world-class
hydrogen technology. Japan Air Gases has managed to deliver growth in what
remains a generally low growth environment.
Equally importantly, we have seen that we can generate growth even in the more
mature industrial economies by creative product and service development.
Industrial and Special Products has found a number of opportunities where our
distribution network, or our experience of working with products that require
careful handling, give us an advantage in new markets.
Let me now turn to our performance in 2003. I will first comment on safety. We
are giving safety more attention than ever and we are currently implementing a
behavioural safety programme that aims to improve further our safety performance
in all parts of the Group. We have focused in the past on managing our lagging
safety indicators that record the number of accidents and injuries we suffer.
This can result in looking more at the effect than at the cause of accidents. We
are starting to move towards measuring our performance against a series of
leading indicators - things that, if we get them right, will inevitably improve
our safety performance. I can assure you safety remains our highest priority.
Moving to our financial results, the figures I use are at constant currency and
adjusted to exclude exceptional items.
We made good progress in top line growth, with all parts of the Group
contributing to an overall increase in turnover of nine per cent. Process Gas
Solutions, Afrox hospitals and Gist also delivered improved adjusted operating
profit, but BOC Edwards (still hampered by the semiconductor downturn) and
Industrial and Special Products (held back by computer system issues in the US)
saw reductions. The end result was a rise of one per cent in adjusted operating
profit for the Group as a whole.
As well as our emphasis on profitable growth we have made great efforts to
improve cash flow across the Group. We had record cash flow in the final quarter
of last year, but taking the year as a whole it was eight
Page 7 of 16
per cent lower than 2002. Partly this is because of currency changes and partly
because, following the formation of Japan Air Gases, we no longer consolidate
the cash flow in Japan; from this year we will start to receive dividends
instead. We also contributed an additional (pound)36 million to the UK pensions
scheme last year and in November we announced that, for the next two years, we
will pay a further (pound)30 million a year into the UK scheme, making (pound)66
million in total for this year and next.
Looking around the world, you know how significant Asia is for the Group.
Traditional industries that still make up much of our customer base in the
industrialised western economies continue to move to lower cost environments in
Asia. Global companies establishing new sites know us well because we serve them
in many countries around the world. Our Process Systems team ensures we meet the
needs of these key customers wherever they decide to do business. In other cases
products that used to be produced in the UK, Europe and north America are now
produced more efficiently by local manufacturers in the likes of Taiwan,
Thailand, Korea and China. We have strong local businesses in these countries
that are natural partners for these new manufacturing enterprises.
In the first six months of this year our UK Process Gas Solutions business saw
companies that provided us with (pound)10 million a year of revenue either move
their production to these lower cost economies or shut up shop completely. This
process was less marked later in the year and it is a credit to the
inventiveness of our UK-based business units that they all did well in less than
ideal conditions. Gist, our logistics business, for example won a major contract
extension from Carlsberg-Tetley that saw it not only storing beer for this major
brewer but also moving the bottles, kegs and cans from its national depot in
Northampton to local depots around the country.
Our business units in South Africa had a very good year although the stronger
rand led to slower economic growth later in the year. Similarly, a strengthening
Australian dollar and continued drought slowed business growth in Australia
compared with 2002.
Through all the temporary economic up and downs, the use of hydrogen has shown
steady growth over the last few years, particularly for the petrochemical
industry and often associated with the production of carbon monoxide from a HyCO
plant. This year we brought on stream two HyCO plants for Citgo in the US and at
Map Ta Phut in Thailand. We also benefited from the major syngas plant we
acquired early in the year from Celanese at Clear Lake in Texas, which gave us
our first major facility on the important US Gulf coast.
We have started this financial year strongly with favourable trends in most
parts of our business. Increased volumes and firm pricing are supporting growth
in Process Gas Solutions. We have also seen improvement in Industrial and
Special Products compared with a difficult first quarter last year. Gist
performed very well in the crucial Christmas quarter. The loss of Marks &
Spencer general merchandise business during 2003 is being offset by growth in
the food distribution sector and elsewhere.
BOC Edwards operating profits continue to improve. The signs are positive that
semiconductor manufacturers will invest in new production facilities, although
they naturally need to be confident of sustained demand from consumer markets
such as communications and computers. The recent weakness of the US dollar will,
if sustained, have some adverse effect on BOC Edwards' margins during the rest
of the year. This is because most of its production is in the UK while most of
its revenues are in dollars.
We continue to drive cost reductions across all our businesses which improves
our operating profit, and this year we expect to see further benefits following
the formation of Japan Air Gases.
You have heard something about the launch of our code of conduct and the various
forms of recognition we have received under the general heading of corporate
social responsibility. It is important for our future success that we meet our
legal and ethical responsibilities. But we do what we do because it makes good
Page 8 of 16
business sense, not because we seek awards. That said, it is pleasing when the
hard work of everyone in the Group is recognised in this way.
Ladies and gentlemen, thank you for your support during 2003. BOC is well placed
to take advantage of any upturn in the world economy. We have a strong business
in BOC Edwards that will make the most of its opportunities when the
semiconductor industry returns to its growth path. The people in BOC are some of
the best you will find anywhere and your Group is well served at all levels of
the organisation. It is a combination that offers much promise for 2004.
For further information, please contact:
Christopher Marsay, Director - Investor Relations
Telephone: 01276 477222 (International: +44 1276 47222)
Page 9 of 16
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 26 JANUARY 2004
AT 14.46 HRS UNDER REF: PRNUK-2601041445-EEBE
26 January 2004
THE BOC GROUP plc - DOCUMENT ON AGM RESOLUTIONS
A copy of the resolutions passed at the Annual General Meeting other than
Ordinary business and copies of the amended Memorandum and Articles of
Association approved at that meeting have 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 10 of 16
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 27 JANUARY 2004
AT 07.01 HRS UNDER REF: PRNUK-2701040652-6074
27 January 2004
BOC to sell US packaged gases business
Windlesham, UK - 27 January 2004 - The BOC Group announced today that it intends
to sell its US packaged gas business to Airgas for up to USD 200 million in
cash. The business generated approximately USD 240million of revenue in
financial year 2003. The companies have signed a non-binding letter of intent
and the sale is subject to a definitive agreement and customary conditions,
including financing and US regulatory approval. The transaction will be earnings
enhancing for BOC in the year immediately following completion.
The transaction would include fill plants and other operations involved in
distributing packaged gases and welding equipment sold through BOC's stores and
its distributors, as well as its retail stores and warehouse facilities. The
business includes the range of packaged industrial, medical and most speciality
gases.
It would exclude packaged electronic gases, helium and hydrogen delivered in
tube trailers or in liquid form, bulk medical gases and bulk gases supplied to
its distributors. These elements, along with the Canadian packaged gases
business, remain part of BOC's Industrial and Special Gases business in North
America. BOC's merchant liquid and tonnage/on-site business in North America is
unaffected, as are BOC's packaged gases businesses in other parts of the world.
Tony Isaac, chief executive of BOC, said: "We will continue to invest in markets
where we see superior opportunities for profitable growth in line with our
strategy. We have worked hard to improve the performance of our packaged gases
business in the United States, and we believe the proposed sale to Airgas
represents the best long-term outcome for our shareholders and employees. It
will also ensure continuing high quality service for our US packaged gases
customers."
Page 11 of 16
--------------------- ----------------------------------------------------------
Contact: Christopher Marsay, Director - Investor Relations
--------------------- ----------------------------------------------------------
- Tel: 01276 477222 (International +44 1276 477222)
--------------------- ----------------------------------------------------------
Notes to Editors:
The BOC Group (LSE: BOC), the worldwide industrial gases, vacuum technologies
and distribution services company, serves two million customers in more than 50
countries. It employs 44,500 people and had annual sales of more than GBP4.3
billion in 2003. Further information about The BOC Group may be obtained on the
Internet at http://www.boc.com.
About Airgas, Inc.
Airgas, Inc. (NYSE: ARG) is the largest US distributor of industrial, medical
and specialty gases, welding, safety and related products. Its integrated
network of nearly 800 locations includes branches, retail stores, gas fill
plants, specialty gas labs, production facilities and distribution centers.
Airgas also distributes its products and services through eBusiness, catalog and
telesales channels. Its national scale and strong local presence offer a
competitive edge to its diversified customer base. For more information, please
visit www.Airgas.com.
Page 12 of 16
The BOC Group plc Announcement Released to a Regulatory Information Service on
29 January 2004 at 13.42 hrs under Ref:
PRNUK-2901041341-EEC2
29 January 2004
The BOC Group plc - 1st Quarter Results
The BOC Group plc will be announcing its results for the three months ended 31
December 2003 on Tuesday 3 February 2004.
Contact: Christopher Marsay, Director - Investor Relations
The BOC Group, Windlesham, UK
Telephone 01276 477222 (International +44 1276 477222)
Page 13 of 16
The BOC Group plc Announcement released to a Regulatory Information
Service on 29 January 2004 at 13.50 hrs under Ref:
PRNUK-2901041349-97AB
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 FMR Corp and Fidelity International Limited
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
3. Please state whether notification indicates that 4. Name of the registered holder(s) and, if more than one
it is in respect of holding of the shareholder holder, the number of shares held by each of them
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 See additional information
person's spouse or children under the age of 18
Notification in respect of party named in 2 above.
-------------------------------------------------------------------------------------------------------------------------
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5. Number of 6. Percentage of issued 7. Number of shares/amount 8. Percentage of issued
shares/amount of class of stock disposed class
stock acquired
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
9. Class of security 10. Date of transaction 11. Date company informed
Ordinary shares of 25p each 27 January 2004 29 January 2004
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12. Total holding following this notification 13. Total percentage holding of issued class following this
notification
14,652,146 2.95%
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14. Any additional information 15. Name of contact and telephone number for queries
The BOC Group plc had previously been advised Sarah Larkins
that pursuant to s198 of the Companies Act, FMR Assistant Company Secretary
Corp and Fidelity Investments Limited had an 01276 807383
interest of 3.08% in the issued Ordinary
shares of the Company.
In a letter dated 27 January 2004 The BOC Group
plc has been notified that FMR Corp and Fidelity
Investments Limited no longer have a notifiable
interest in the issued Ordinary share capital of
the Company, such interest now being 2.95%.
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
16. Name and signature of authorised company official responsible for making
this notification
Sarah Larkins
-------------------------------------------------------------------------------------------------------------------------
Date of notification ___29 January 2004_________
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Page 15 of 16
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 2, 2004
By: /s/ Sarah Larkins
--------------------------------------
Name: Sarah Larkins
Title: Assistant Company Secretary
Page 16 of 16