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 2005
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 4 January 2005 in respect of the six monthly
block listing return for Savings Related Share Option Schemes and the
Executive Option Schemes.
Page 1 of 18
2. A notification dated 7 January 2005 advising of the sale by Ogier
Trustee Limited, as trustee of The BOC Group plc Employee Share Trust
(1995) of a total of 64,980 Ordinary shares in the Company in which
the directors have a technical interest.
3. A notification dated 13 January 2005 in respect of new business with
two Asian steel producers.
4. A notification dated 14 January 2005 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.
5. A notification dated 17 January 2005 containing the results of the
voting at the 2005 Annual General Meeting of The BOC Group plc held on
14 January 2005 at which all resolutions were decided on a poll.
6. A notification dated 17 January 2005 advising of the sale by Ogier
Trustee Limited, as trustee of The BOC Group plc Employee Share Trust
(1995) of a total of 3,337 Ordinary shares in the Company in which the
directors have a technical interest.
7. A notification dated 18 January 2005 advising that a copy of the
resolutions passed at the Annual General Meeting other than ordinary
business and copies of the rules of the new incentive plans approved
at that meeting were available at the UKLA Document Viewing Facility.
8. A notification dated 27 January 2005 advising that The BOC Group plc
will be announcing its First Quarter Results on Tuesday 1 February
2005.
Page 2 of 18
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 4 JANUARY 2005
AT 15.46 HRS UNDER REF: PRNUK-0401051545-3E26
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 2004 to 31 December 2004
------------------------------------------------------------ ----------------------------------------------------
4. Number and class of share(s) (amount of stock/debt 5,656,907
security) not issued under scheme
-----------------------------------------------------------------------------------------------------------------
5. Number of shares issued/allotted under scheme 64,095
during period:
-----------------------------------------------------------------------------------------------------------------
6. Balance under scheme not yet issued/allotted at end 5,592,812
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
for us to update our records
499,447,575 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: Jenny Peterkin
Position: Company Secretarial Assistant Signature: Jenny Peterkin
Page 3 of 18
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 2004 to 31 December 2004
-----------------------------------------------------------------------------------------------------------------
4. Number and class of share(s) (amount of stock/debt 11,367,955
security) not issued under scheme
-----------------------------------------------------------------------------------------------------------------
5. Number of shares issued/allotted under scheme 731,226
during period:
-----------------------------------------------------------------------------------------------------------------
6. Balance under scheme not yet issued/allotted at end 10,636,729
of period
-----------------------------------------------------------------------------------------------------------------
7. Number and class of share(s) (amount of stock/debt Listing granted on 20 March 1985 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 for us to update our records
499,447,575 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: Jenny Peterkin
Position: Company Secretarial Assistant Signature: Jenny Peterkin
Page 4 of 18
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 7 JANUARY 2005
AT 15.33 HRS UNDER REF: PRNUK-0701051532-3914
7 January 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has today been notified of the disposal on 6
January 2005 of 64,980 Ordinary shares of 25p each in the Company at an average
exercise price of 915p per share by Ogier Trustee 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 option plans.
Following this disposal of 64,980 Ordinary shares, the Trustee now holds
5,467,732 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 5,467,732 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 5 of 18
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 13 JANUARY 2005
AT 07.02 HRS UNDER REF: PRNUK-1301050637-806C
BOC wins important new business with two Asian steel producers
Maanshan Iron & Steel forms joint venture with BOC in China while
Jindal Vijaynagar Steel selects BOC India as its preferred gas supplier
Windlesham, UK - 13 January 2005 -- BOC and Maanshan Iron & Steel Co., Ltd (Ma
Steel) have signed a contract to form a 50/50 joint venture (JV) to meet the
growing industrial gases needs of Ma Steel in Maanshan City, Anhui Province,
China.
Ma Steel is one of China's premier iron and steel producers. Last year it
produced 8 million tonnes of finished steel products. The company is recognised
by industry analyst World Steel Dynamics as a world-class steelmaker.
The JV, Maanshan BOC-Ma Steel Gases Company, will initially invest nearly US$100
million in building and operating two large air separation units (ASUs) each
capable of producing 1,400 tonnes a day of oxygen. The plants will produce a
combined total of more than 5,000 tonnes a day of oxygen, nitrogen and argon and
are expected to come on stream in 2007.
BOC's subsidiary, BOC India Limited, has been awarded the contract for supplying
the gases requirements for an expansion programme being undertaken by Jindal
Vijaynagar Steel Limited (JVSL) at Bellary, Karnataka, Southern India.
JVSL has a world-class steel making facility at Bellary and is currently
doubling its capacity at the site to 4 million tonnes a year. BOC India Ltd has
signed a fifteen-year agreement to supply it with 1,400 tonnes per day of oxygen
and nitrogen and proposes to build a new 855 tonnes a day ASU at Bellary. The
plant will be commissioned by 2006. BOC sees this latest investment of up to
US$40 million as a major move in developing its strategy in southern India.
With these two developments, BOC has significantly enhanced its market presence
in the rapidly growing Asian iron and steel industry. John Bevan, chief
executive, BOC Process Gas Solutions commented, "BOC is delighted to be selected
by these high performance organisations. They are leaders in important growth
Page 6 of 18
markets. It highlights BOC's ability to leverage its world-class technology to
service the iron and steel industry. These investments in the two most populous
markets in Asia are confirmation of BOC's focus on the region and its commitment
to invest in opportunities there."
For further information please contact:
Contact: Chris Marsay, Director, Investor Relations, The BOC Group
Tel. 01276 477222 (International +44 1276 477222)
The BOC Group (NYSE:BOX), the worldwide industrial gases, vacuum technologies
and distribution services company, serves two million customers in more than 50
countries. It employs 43,000 people and had annual sales of nearly (pound)4.6
billion in 2004. Further information about The BOC Group may be obtained on the
Internet at www.boc.com.
Page 7 of 18
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON
14 JANUARY 2005 AT 11.00 HRS UNDER REF: PRNUK-1301051646-94AA
14 JANUARY 2005
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 119th Annual general
meeting of The BOC Group.
You will know that two of our executive directors, John Walsh and Rene Medori
will be leaving the Group in the next few months. Both are going to excellent
new jobs - John is returning with his family to his native United States while
Rene will be joining the board of Anglo-American. Both joined BOC in the
mid-1980s and both have made major contributions to BOC during their time with
us. They leave with my, and I am sure your, thanks and good wishes. Iain Napier
resigned recently having accepted the role of deputy chairman of Imperial
Tobacco and earlier in the year Fabiola Arredondo and Roberto Mendoza resigned
because of increasing demands on their time from other commitments in the US.
Two new non-executive directors joined the board this year. Each brings skills
and experience that are already proving valuable for your company. Guy Dawson
has extensive knowledge of finance and investment banking and Anne Quinn brings
experience of the important hydrocarbon and renewable energy markets. Kent
Masters will join the board in March to replace John Walsh as chief executive
for Industrial and Special Products. Kent brings a strong technical background,
having most recently been head of Process Gas Solutions in North America.
You will hear about the detailed financial performance of the Group when Tony
Isaac, your chief executive, addresses you so I will just give you the
highlights.
This was a record year for BOC with turnover approaching (pound)4.6 billion,
adjusted profit before tax over (pound)500 million and adjusted earnings per
share at 63.2p. We have at the same time strengthened our balance sheet and
reduced our level of debt. Our two gases lines of business, Process Gas
Solutions and Industrial and Special Products continue to perform very well. BOC
Edwards had a better year as its main customer group, the semiconductor
industry, emerged from a protracted downturn. Gist also delivered good results
despite losing its slice of Marks and Spencer's general merchandise business in
2003.
Tony will tell you about some our recent successes, including major advances we
have made in winning hydrogen contracts with US refineries and major
developments in China and Asia more generally. On a different scale, the role of
hydrogen as a possible universal fuel of the future has been much discussed in
the news media recently. Those of you who visited Trafalgar Square before
Christmas may not have been aware that for a week the lights on the Christmas
tree were powered by a BOC-supplied hydrogen fuel cell. Hydrogen, along with
other sustainable energy technologies, is one of several promising growth
markets that offer short term as well as longer term opportunities for BOC.
We have made further improvements to the portfolio this year with the disposal
of our packaged gas business in the US. Our management team had spent many years
trying to generate satisfactory levels of
Page 8 of 18
performance from this business without success. We retain a substantial and
successful Industrial and Special Products business in north America that is now
well adapted to the needs of the market. A year ago I told you we were also
disposing of our Afrox hospitals business in South Africa to a consortium led by
Black Economic Empowerment investors. A year later this process is still not
complete, following delayed clearance from the relevant competition authorities.
Recently there have been changes to the structure of the deal and we expect a
positive conclusion in the first half of this calendar year.
For the last two years I have shown you two comparison charts showing the total
shareholder return delivered by BOC compared with the FTSE 100 and with the
other major industrial gases companies. Again you can see that the FTSE100
remains nearly 20 per cent below its level in October 2000 whereas BOC is some
20 per cent higher, or to put it another way we have outperformed the FTSE100 by
nearly 40 per cent over this period. You will remember that I chose October 2000
as this was the start of the financial year immediately after the bid lapsed.
The comparison with our industrial gases competitors is less positive.
If I look at the calendar year just gone a somewhat different picture emerges.
You will see that BOC, shown in red, delivered total shareholder returns of
nearly 20 per cent. This again enabled us comfortably to beat the FTSE 100,
shown in blue. In 2004 we also beat our major industrial gases competitors,
shown in green. This mitigates some of the previous shortfall.
Last year I indicated that one issue holding back the share price was concern
over litigation in the US where allegations have been made that manganese in
welding fume produces symptoms similar to Parkinson's disease. No further cases
have come to court in the past year and we remain unaware of any credible
scientific evidence linking manganese in welding fumes to neurological damage
under typical welding conditions.
Our financial success has enabled us to deliver a progressive dividend policy.
For the last few years we have held the first interim dividend stable at 15.5p
while growing the second interim dividend to reflect earnings growth. We have
now reached the 40:60 ratio we sought between the two dividends and as a result
we announced in November that we will increase the first interim dividend for
2005, payable in February, to 15.7p. We aim to grow the total dividend
progressively while extending our dividend coverage over the medium term to
twice our adjusted earnings.
BOC has a well-deserved reputation for high ethical and business standards and
it is a reputation we are determined to maintain. For the last two years we have
substantially complied with the revised Combined Code of Corporate Governance
even though we were not required to do so until this current financial year. We
also participated for the first time in an independent assessment of our
corporate responsibility performance run by the UK's Business in the Community.
BOC scored just under 92 per cent, ranking us 25th out of the 139 companies that
took part, 56 of which were from the FTSE100. BOC was also voted Britain's most
admired company for community and environmental responsibility in a poll
conducted by Management Today magazine.
BOC has established many excellent processes to ensure it runs its business
safely, efficiently and to the highest ethical standards. Our code of conduct
and our integrated management system and standards, known as IMSS, are world
class examples, both in what they contain and in the way they have been
established across the organisation.
BOC has had a very good year and it is well positioned to enjoy a very
successful future. Continuity in management and strategy has been an important
factor in our success and I was pleased earlier in the year to announce that
Tony Isaac had accepted your board's invitation to continue as chief executive
until the annual general meeting in January 2007.
I would now like to hand over to Tony to look at our performance in more detail.
Page 9 of 18
Mr Tony Isaac
Thank you Rob, and good morning ladies and gentlemen.
2004 was a record year for BOC and you will have seen the details of our success
in the annual report. This year all our businesses did well. Process Gas
Solutions and Industrial and Special Products had double digit operating profit
growth, BOC Edwards delivered much improved financial performance supported by
an upturn in the semiconductor industry, and our two specialist businesses, Gist
and Afrox hospitals, performed well in their individual markets.
Back in 2000 we sat down as a management team, agreed a set of targets for the
year just finished and a four-year plan setting out what we needed to do to
achieve them.
We set ourselves the objective of being cash positive before acquisitions. This
we have done for each of the last three years, improving our position year on
year. In 2004 we generated over (pound)300 million of free cash flow. Strong
operating profit contributed, as did our continuing programme to improve or
dispose of under-performing assets. We improved our management of working
capital and are consistently maximising the cash opportunities from our joint
ventures and associates. As a result our borrowings are now well under (pound)1
billion, a level not seen since the early years of the 1990s, and our financial
ratios continue to improve. We achieved this while increasing our contributions
to the UK pensions scheme by a further (pound)30 million, making a total of
(pound)65 million for the year as a whole.
The second target we set four years ago was to raise our return on capital to an
acceptable level. In 2004 our Group return on capital was 15.4 per cent, nearly
a full percentage point above our target. We have worked hard to keep our
working capital and maintenance capex at sensible levels. Most importantly, the
tonnage contracts we have won in recent years have been at improved margins and
we have implemented these new schemes without the delays and cost over-runs that
were not unusual in the past.
Our third target related to earnings per share. We experienced some negative
external factors such as changes to the accounting standards, the decline in the
stock market with its impact on pension credits, and the relative strength of
sterling against some of our important trading currencies, notably the dollar.
Allowing for these we came very close to our target.
As I have said, last year was a good year for all of our businesses. Process Gas
Solutions improved its position in important Asian markets, notably China. In
hydrogen we have grown our revenue by 30 per cent a year for each of the past
five years and we are now the trusted supplier to some of the world's leading
refining and petrochemical companies. We have also established ourselves in
prime position in some of the world's fastest growing regions, such as the
Nanjing-Shanghai corridor. The agreement to set up a joint venture with a second
subsidiary of Sinopec, China's leading petrochemical company, was an important
step forward as were further investments to support the metals and chemicals
industries elsewhere in China.
Industrial and Special Products has successfully integrated our recent
acquisitions in Poland and Canada and managed the disposal of the packaged gas
business in the US. Global programmes to share best operating and commercial
practice have produced continuing improvements in both customer satisfaction and
business efficiency. These underpin the future success of our business.
BOC Edwards has seen growth as its key markets have recovered following a
prolonged downturn. While BOC Edwards has improved its market share, financial
results have not returned to a level that is acceptable for the long term
development of the business, mainly because our manufacturing is based in
Page 10 of 18
countries with strong currencies while the majority of our sales are made in
dollars. BOC Edwards is an important part of the Group and we have work to do to
improve its returns.
Gist has done well to maintain its turnover following the loss of Marks and
Spencer's general merchandise business in 2003 and underlying operating profit
has remained steady.
Finally, Afrox hospitals continues to perform well despite being involved all
year in an extended divestment process. We expect this period of uncertainty to
end soon.
Since the year ended in September we have won business worth some (pound)400
million. In October we announced $75 million of investments by BOC Edwards in
Taiwan and contracts for PGS from BP and Sunoco in Ohio which will see us build
one of the largest, if not the largest, hydrogen plant in north America. We have
letters of intent from other refining customers in north America. In Mexico
earlier in the year we increased our share in the world's largest nitrogen
complex and then were able last month to announce a contract from Pemex, the
Mexican national oil company, that will increase the capacity of the complex by
25 per cent. Finally, earlier this week we announced two significant pieces of
iron and steel business in Asia; one with Maanshan in China and the other with
Jindal, a leading Indian steel maker. These are important developments and
underpin our expectations that, over the next couple of years or so, we will be
investing some (pound)1 billion of capex in profitable new business.
If I am pleased with our financial performance I remain dissatisfied with our
safety performance and will remain so until I can report to you that we have
hurt no-one in the course of conducting our business. Safety is our highest
priority and we are putting great efforts into our Safety in BOC programme.
Every six months we bring the top eighty managers in BOC together to focus on
our short term objectives and to contribute to the strategy for the longer term.
At our most recent workshop in December we reconfirmed some major priorities -
the need for flawless execution of the major projects we have won, on how
essential it is to deliver exemplary customer service, and the continuing drive
for greater productivity and efficiency. We also devoted time to examining the
opportunities technology will present to us over the next five years and beyond.
We have formed group-wide technology and business development councils that meet
both separately and together to ensure views and ideas can be shared
successfully. While there are some core technologies and product streams at the
heart of BOC we have, over the decades, been good at recognising and exploiting
new market and product opportunities. We are ensuring that this process not only
continues but is significantly enhanced.
Our strong performance in 2004 has continued into the first part of this year.
We have seen the momentum maintained in our gases businesses and major tonnage
orders we have won recently will produce good revenue and profit increases over
the next two years. Order intake at BOC Edwards has stabilised, although
currency movements continue to be negative. Gist performed well over the
important Christmas period. Cash flow and balance sheet ratios remain strong.
Ladies and gentlemen, on behalf of everyone in BOC I thank you for your support
during 2004. 2005 holds out the prospect of being another successful year and we
will work hard to ensure that it is so.
--------------------------------------------------------------------------------
Contact: Christopher Marsay, Director - Investor Relations
--------------------------------------------------------------------------------
Tel: 01276 477222 (International +44 1276 477222)
--------------------------------------------------------------------------------
Page 11 of 18
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 17 JANUARY 2005 AT 13.36 HRS UNDER REF: PRNUK-1701051335-DDEF
2005 ANNUAL GENERAL MEETING
The 119th Annual General Meeting of The BOC Group plc was held on Friday 14
January 2005 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
% Votes
Number % of Number % of Number % of Number Withheld as
(Note 1) shares cast shares cast shares cast (Note 2) % of Capital
1 To receive the report 276,647,973 99.72 777,125 0.28 277,425,098 100 5,908,400 1.18
and accounts
2 To approve BOC's 282,220,983 99.97 86,566 0.03 282,307,549 100 1,025,949 0.21
dividend policy
3 To elect as a director 281,688,157 99.81 540,103 0.19 282,228,260 100 1,104,000 0.22
Mr Guy Dawson
4 To elect as a director 282,095,006 99.95 137,348 0.05 282,232,354 100 1,099,902 0.22
Ms Anne Quinn
5 To elect as a director - - - - - - - -
Mr Iain Napier (Note 3)
Page 12 of 18
Resolution For Against Total Withheld
% Votes
Number % of Number % of Number % of Number Withheld as
(Note 1) shares cast shares cast shares cast (Note 2) % of Capital
6 To re-elect as a 277,628,020 99.09 2,557,031 0.91 280,185,051 100 3,144,089 0.63
director Mr Tony Isaac
7 To re-elect as a 280,977,730 99.57 1,223,963 0.43 282,201,693 100 1,130,705 0.23
director Mr Rob
Margetts
8 To re-elect as a 280,277,881 99.65 988,099 0.35 281,265,980 100 2,059,396 0.41
director Dr `Raj'
Rajagopal
9 To reappoint the 274,223,293 99.16 2,333,545 0.84 276,556,838 100 6,775,482 1.36
auditors
10 To authorise the 280,827,132 99.48 1,475,306 0.52 282,302,438 100 1,029,882 0.21
directors to determine
the auditors'
remuneration
11 To approve the 267,195,315 95.58 12,369,885 4.42 279,565,200 100 3,759,671 0.75
directors'
remuneration report
12 To approve the 281,528,390 99.75 693,732 0.25 282,222,122 100 1,104,910 0.22
introduction of a new
SAYE Scheme
13 To approve the 271,377,236 97.23 7,721,002 2.77 279,098,238 100 4,229,374 0.85
establishment of a
Share Matching Plan
14 To approve an 265,909,633 96.53 9,569,776 3.47 275,479,409 100 7,841,240 1.57
amendment to the LTIP
Page 13 of 18
Resolution For Against Total Withheld
% Votes
Number % of Number % of Number % of Number Withheld as
(Note 1) shares cast shares cast shares cast (Note 2) % of Capital
15 To authorise the 281,937,907 99.90 287,880 0.10 282,225,787 100 1,103,675 0.22
directors to allot
relevant securities
16 To authorise the 282,317,196 99.68 895,232 0.32 283,212,428 100 115,385 0.02
directors to disapply
pre-emption rights
17 To authorise BOC to 282,366,863 99.94 167,448 0.06 282,534,311 100 671,332 0.13
purchase its own shares
Number of shares in issue as at 6 pm on Wednesday 12 January 2005 - 499,576,502
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.
3. Following the resignation of Iain Napier on 22 December 2004, resolution 5
was not put to the meeting.
Page 14 of 18
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 17 JANUARY 2005
AT 14.22 HRS UNDER REF: PRNUK-1701051421-9F20
17 January 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has today been notified of the disposal on 14
January 2005 of 3,337 Ordinary shares of 25p each in the Company at an exercise
price of 851p per share by Ogier Trustee 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 option plans.
Following this disposal of 3,337 Ordinary shares, the Trustee now holds
5,464,395 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 5,464,395 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 18
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 18 JANUARY 2005
AT 07.00 HRS UNDER REF: PRNUK-1701051849-404E
17 January 2005
THE BOC GROUP plc - DOCUMENT ON AGM RESOLUTIONS
A copy of the resolutions passed at the Annual General Meeting held on 14
January 2005 other than Ordinary business and copies of the rules of new
incentive plans 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 16 of 18
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 27 JANUARY 2005
AT 11.13 HRS UNDER REF: PRNUK-2701051110-296A
27 January 2005
The BOC Group plc
The BOC Group plc will be announcing its results for the three months ended 31
December 2004 on Tuesday 1 February 2005.
Contact: Christopher Marsay, Director - Investor Relations
The BOC Group, Windlesham, UK
Telephone 01276 477222 (International +44 1276 477222)
Page 17 of 18
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, 2005
By: /s/ Sarah Larkins
----------------------------------
Name: Sarah Larkins
Title: Assistant Company Secretary
Page 18 of 18