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 November 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 2 November 2005 advising of the disposal by Ogier
Trustee Limited, as trustee of The BOC Group plc Employee Share Trust
(1995), of a total of 42,039 Ordinary shares in the Company in which
the directors have a technical interest.
Page 1 of 24
2. A notification dated 2 November 2005 advising of the disposal by Ogier
Trustee Limited, as trustee of The BOC Group plc Employee Share Trust
(1995), of a total of 20,325 Ordinary shares in the Company in which
the directors have a technical interest.
3. A notification dated 11 November 2005 advising that The BOC Group plc
will be announcing its Preliminary Results on Thursday 17 November
2005.
4. A notification dated 17 November 2005 advising that Gist, the
logistics arm of The BOC Group, has extended its contract with Marks
and Spencer to manage the distribution of Marks and Spencer's chilled
and ambient food to 2011.
5. A notification dated 21 November 2005 advising of the exercise of an
option over 45,000 Ordinary shares in the Company and subsequent sale
of the shares by N Deeming, a person discharging managerial
responsibility within the BOC Group.
6. A notification dated 23 November 2005 advising of the disposal by
Ogier Trustee (Jersey) Limited, as trustee of The BOC Group plc
Employee Share Trust (1995), of a total of 123,138 Ordinary shares in
the Company in which the directors have a technical interest.
7. A notification dated 23 November 2005 advising of the disposal by
Ogier Trustee (Jersey) Limited, as trustee of The BOC Group plc
Employee Share Trust (1995), of a total of 17,226 Ordinary shares in
the Company in which the directors have a technical interest.
8. A notification dated 24 November 2005 advising of the disposal by
Ogier Trustee (Jersey) Limited, as trustee of The BOC Group plc
Employee Share Trust (1995), of a total of 6,860 Ordinary shares in
the Company in which the directors have a technical interest.
9. A notification dated 25 November 2005 advising of the exercise of
options over 15,000 Ordinary shares in the Company and subsequent sale
of the shares by S J Dempsey, a person discharging managerial
responsibility within the BOC Group.
10. A notification dated 25 November 2005 advising of the disposal by
Ogier Trustee (Jersey) Limited, as trustee of The BOC Group plc
Employee Share Trust (1995), of a total of 47,858 Ordinary shares in
the Company in which the directors have a technical interest.
11. A notification dated 30 November 2005 advising of the disposal by
Ogier Trustee (Jersey) Limited, as trustee of The BOC Group plc
Employee Share Trust (1995), of a total of 27,726 Ordinary shares in
the Company in which the directors have a technical interest.
12. A notification dated 30 November 2005 advising of the exercise of
options over 153,500 Ordinary shares in the Company and subsequent
sale of the shares by M J Nichols, a person discharging managerial
responsibility within the BOC Group.
13. A notification dated 30 November 2005 advising of the exercise of
options over 180,000 Ordinary shares in the Company and subsequent
sale of the shares by J K Masters, a director of the Company.
Page 2 of 24
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 2 NOVEMBER 2005
AT 15.11 HRS UNDER REF: PRNUK-0211051510-2215
2 November 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 1 November
2005 of 42,039 Ordinary shares of 25p each in the Company at an exercise price
of 982p 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 incentive plans.
Following this disposal of 42,039 Ordinary shares, the Trustee now holds
5,207,117 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 5,207,117 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 3 of 24
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 2 NOVEMBER 2005
AT 15.15 HRS UNDER REF: PRNUK-0211051512-6B9B
2 November 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 1 November
2005 of 20,325 Ordinary shares of 25p each in the Company at a sale price of
1111.2511p 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 incentive plans.
Following this disposal of 20,325 Ordinary shares, the Trustee now holds
5,186,792 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 5,186,792 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 24
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 11 NOVEMBER 2005
AT 09.27 HRS UNDER REF: PRNUK-1111050926-97F5
11 November 2005
The BOC Group plc - Preliminary Results
The BOC Group plc will be announcing its results for the year ended 30 September
2005 on Thursday 17 November 2005.
Contact: Christopher Marsay, Director - Investor Relations
The BOC Group, Windlesham, UK
Telephone 01276 477222 (International +44 1276 477222)
Page 5 of 24
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 17 NOVEMBER 2005
AT 07.04 HRS UNDER REF: PRNUK-1711050701-1324
17 November 2005
Gist, BOC's distribution business, extends major food logistics contract
with Marks & Spencer
Gist, the logistics arm of The BOC Group, has extended its contract with Marks &
Spencer to manage the distribution of the retailer's chilled and ambient food in
the UK until 2011, confirming it as one of the largest food distribution
contracts in the UK.
The partnership between M&S and Gist started in 1970. Gist now delivers to
around 420 M&S stores as far apart as Inverness and Falmouth. Among the products
it delivers are over 100 million sandwiches every year and 6,500 tonnes of loose
bananas. Gist already has six distribution centres dedicated to M&S and is
adapting an existing site at Thornbury near Bristol to accommodate the growth in
M&S's food business.
Ian Mumby, Marks & Spencer's Head of Food Supply Chain, said: "This contract
extension builds on our existing relationship with Gist. It will allow us to
drive further improvements in service and efficiency within the food supply
chain, as we continue to grow our food business."
Martin Gwynn, managing director of Gist, said: "For thirty five years Gist has
been a partner in the growth of Marks & Spencer's food business. We have already
built one of the world's most sophisticated logistics operations to serve them
and the assurance of this valuable long-term contract means that we can continue
to develop it further."
-------------------------------------------------------------------------------
Contact: Christopher Marsay, Director - Investor Relations
-------------------------------------------------------------------------------
Tel: 01276 477222 (International +44 1276 477222)
-------------------------------------------------------------------------------
Page 6 of 24
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 21 NOVEMBER 2005
AT 09.50 HRS UNDER REF: PRNUK-2111050949-C754
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 IN ACCORDANCE WITH (i) ABOVE
-------- ---------------------------------------------- ------ --------------------------------------------------
3. Name of person discharging managerial 4. State whether notification relates to a person
responsibilities/director connected with a person discharging managerial
responsibilities/director named in 3 and
identify the connected person
NICHOLAS DEEMING N/A
-------- ---------------------------------------------- ------ --------------------------------------------------
5. Indicate whether the notification is in 6. Description of shares (including class),
respect of a holding of the person referred debentures or derivatives or financial
to in 3 or 4 above or in respect of a instruments relating to shares
non-beneficial interest
IN RESPECT OF A HOLDING OF THE PERSON ORDINARY SHARES OF 25P EACH
DISCHARGING MANAGERIAL RESPONSIBILITY IN 3
ABOVE
-------- ---------------------------------------------- ------ --------------------------------------------------
7. Name of registered shareholders(s) and, if 8. State the nature of the transaction
more than one, the number of shares held by
each of them
NICHOLAS DEEMING EXERCISE OF 45,000 ESOS 1995 OPTIONS GRANTED IN
FEBRUARY 2002 AND SUBSEQUENT SALE OF SHARES
-------- ---------------------------------------------- ------ --------------------------------------------------
Page 7 of 24
ACQUIRED UPON EXERCISE.
-------- ---------------------------------------------- ------ --------------------------------------------------
9. Number of shares, debentures or financial 10. Percentage of issued class acquired
instruments relating to shares acquired (treasury shares of that class should not be
taken into account when calculating percentage)
45,000 0.01%
-------- ---------------------------------------------- ------ --------------------------------------------------
11. Number of shares, debentures or financial 12. Percentage of issued class disposed (treasury
instruments relating to shares disposed shares of that class should not be taken into
account when calculating percentage)
45,000 0.01%
-------- ---------------------------------------------- ------ --------------------------------------------------
13. Price per share or value of transaction 14. Date and place of transaction
1016P PER SHARE - EXERCISE 18 NOVEMBER 2005, LONDON
1143.2779P PER SHARE - SALE
-------- ---------------------------------------------- ------ --------------------------------------------------
15. Total holding following notification and 16. Date issuer informed of transaction
total percentage holding following
notification (any treasury shares should not
be taken into account when calculating
percentage)
NIL SHARES / 200,788 OPTIONS 18 NOVEMBER 2005
-------- ---------------------------------------------- ------ --------------------------------------------------
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) for grant of the 20. Description of shares or debentures involved
option (class and number)
-------- ---------------------------------------------- ------ --------------------------------------------------
21. Exercise price (if fixed at time of grant) 22. Total number of shares or debentures over
or indication that price is to be fixed at which options held following notification
the time of exercise
-------- ---------------------------------------------- ------ --------------------------------------------------
23. Any additional information 24. Name of contact and telephone number for
queries
-------- ---------------------------------------------- ------ --------------------------------------------------
Page 8 of 24
--------------------------------------------------------------------------------
Name and signature of duly authorised officer of issuer responsible for making
notification
KAREN WESTON, COMPANY SECRETARIAL ADMINISTRATOR
----------------------------------------------------------
Date of notification 21 NOVEMBER 2005
--------------------------------------------------------------------------------
Page 9 of 24
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 23 NOVEMBER 2005
AT 17.42 HRS UNDER REF: PRNUK-2311051741-FCCF
23 November 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 23 November
2005 of 123,138 Ordinary shares of 25p each in the Company at a sale price of
1134.886p 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 123,138 Ordinary shares, the Trustee now holds
5,063,654 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 5,063,654 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 10 of 24
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 23 NOVEMBER 2005
AT 17.55 HRS UNDER REF: PRNUK-2311051753-1C3A
23 November 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 23 November
2005 of 17,226 Ordinary shares of 25p each in the Company at a sale price of
1134.329p 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 17,226 Ordinary shares, the Trustee now holds
5,046,428 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 5,046,428 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 11 of 24
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 24 NOVEMBER 2005
AT 16.43 HRS UNDER REF: PRNUK-2411051642-6A03
24 November 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 24 November
2005 of 6,860 Ordinary shares of 25p each in the Company at a sale price of
1133p 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 6,860 Ordinary shares, the Trustee now holds
5,039,568 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 5,039,568 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 12 of 24
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 25 NOVEMBER 2005
AT 16.16 HRS UNDER REF: PRNUK-2511051615-1B4F
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 IN ACCORDANCE WITH (i) ABOVE
-------- ---------------------------------------------- ------ --------------------------------------------------
3. Name of person discharging managerial 4. State whether notification relates to a person
responsibilities/director connected with a person discharging managerial
responsibilities/director named in 3 and
identify the connected person
STEPHEN JAMES DEMPSEY N/A
-------- ---------------------------------------------- ------ --------------------------------------------------
5. Indicate whether the notification is in 6. Description of shares (including class),
respect of a holding of the person referred debentures or derivatives or financial
to in 3 or 4 above or in respect of a instruments relating to shares
non-beneficial interest
IN RESPECT OF A HOLDING OF THE PERSON ORDINARY SHARES OF 25P EACH
DISCHARGING MANAGERIAL RESPONSIBILITY IN 3
ABOVE
-------- ---------------------------------------------- ------ --------------------------------------------------
7. Name of registered shareholders(s) and, if 8. State the nature of the transaction
more than one, the number of shares held by
each of them
STEPHEN JAMES DEMPSEY EXERCISE OF A TOTAL OF 15,000 ESOS 1995 OPTIONS
GRANTED IN FEBRUARY 1996, 1997 AND 1998 AND
SUBSEQUENT SALE OF SHARES ACQUIRED UPON
-------- ---------------------------------------------- ------ --------------------------------------------------
Page 13 of 24
EXERCISE.
-------- ---------------------------------------------- ------ --------------------------------------------------
9. Number of shares, debentures or financial 10. Percentage of issued class acquired (treasury
instruments relating to shares acquired shares of that class should not be taken into
account when calculating percentage)
15,000 0.01%
-------- ---------------------------------------------- ------ --------------------------------------------------
11. Number of shares, debentures or financial 12. Percentage of issued class disposed (treasury
instruments relating to shares disposed shares of that class should not be taken into
account when calculating percentage)
15,000 0.01%
-------- ---------------------------------------------- ------ --------------------------------------------------
13. Price per share or value of transaction 14. Date and place of transaction
5,000 AT 919P (EXERCISE), 5,000 AT 980P 24 NOVEMBER 2005, LONDON
(EXERCISE) AND 5,000 AT 914P (EXERCISE)
15,000 AT 1142.908P (SALE)
-------- ---------------------------------------------- ------ --------------------------------------------------
15. Total holding following notification and 16. Date issuer informed of transaction
total percentage holding following
notification (any treasury shares should not
be taken into account when calculating
percentage)
4,421 SHARES / 288,169 OPTIONS 25 NOVEMBER 2005
-------- ---------------------------------------------- ------ --------------------------------------------------
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) for grant of the 20. Description of shares or debentures involved
option (class and number)
-------- ---------------------------------------------- ------ --------------------------------------------------
21. Exercise price (if fixed at time of grant) 22. Total number of shares or debentures over
or indication that price is to be fixed at which options held following notification
the time of exercise
-------- ---------------------------------------------- ------ --------------------------------------------------
23. Any additional information 24. Name of contact and telephone number for
queries
-------- ---------------------------------------------- ------ --------------------------------------------------
Page 14 of 24
--------------------------------------------------------------------------------
Name and signature of duly authorised officer of issuer responsible for making
notification
KAREN WESTON, COMPANY SECRETARIAL ADMINSTRATOR
Date of notification 25 NOVEMBER 2005
--------------------------------------------------------------------------------
Page 15 of 24
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 25 NOVEMBER 2005
AT 17.10 HRS UNDER REF: PRNUK-2511051708-1E50
25 November 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 25 November
2005 of 47,858 Ordinary shares of 25p each in the Company at a sale price of
1134p 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 47,858 Ordinary shares, the Trustee now holds
4,991,710 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 4,991,710 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 16 of 24
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 30 NOVEMBER 2005
AT 16.40 HRS UNDER REF: PRNUK-3011051638-3A08
30 November 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the following disposals:-
29 November 2995 - 18,695 Ordinary shares of 25p each at a sale price of 1146p
per share
30 November 2005 - 9,031 Ordinary shares of 25p each at a sale price of 1145p
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 a total of 27,726 Ordinary shares, the Trustee now
holds 4,963,984 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 4,963,984 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 24
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 30 NOVEMBER 205
AT 16.35 HRS UNDER REF: PRNUK-3011051633-D543
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 IN ACCORDANCE WITH (i) ABOVE
-------- ---------------------------------------------- ------ --------------------------------------------------
3. Name of person discharging managerial 4. State whether notification relates to a person
responsibilities/director connected with a person discharging managerial
responsibilities/director named in 3 and
identify the connected person
MARK JAMES NICHOLS N/A
-------- ---------------------------------------------- ------ --------------------------------------------------
5. Indicate whether the notification is in 6. Description of shares (including class),
respect of a holding of the person referred debentures or derivatives or financial
to in 3 or 4 above or in respect of a instruments relating to shares
non-beneficial interest
IN RESPECT OF A HOLDING OF THE PERSON ORDINARY SHARES OF 25p EACH
DISCHARGING MANAGERIAL RESPONSIBILITY IN 3
ABOVE.
-------- ---------------------------------------------- ------ --------------------------------------------------
7. Name of registered shareholders(s) and, if 8. State the nature of the transaction
more than one, the number of shares held by
each of them
MARK JAMES NICHOLS EXERCISE OF A TOTAL OF 153,500 ESOS 1995
OPTIONS GRANTED IN FEBRUARY 1996, 1997 AND 1998,
MAY 1998, FEBRUARY 1999, MAY 2000,
-------- ---------------------------------------------- ------ --------------------------------------------------
Page 18 of 24
FEBRUARY 2001 AND 2002 AND SUBSEQUENT SALE OF
SHARES ACQUIRED UPON EXERCISE.
-------- ---------------------------------------------- ------ --------------------------------------------------
9. Number of shares, debentures or financial 10. Percentage of issued class acquired (treasury
instruments relating to shares acquired shares of that class should not be taken into
account when calculating percentage)
153,500 0.03%
-------- ---------------------------------------------- ------ --------------------------------------------------
11. Number of shares, debentures or financial 12. Percentage of issued class disposed (treasury
instruments relating to shares disposed shares of that class should not be taken into
account when calculating percentage)
153,500 0.03%
-------- ---------------------------------------------- ------ --------------------------------------------------
13. Price per share or value of transaction 14. Date and place of transaction
10,000 AT 919P (EXERCISE), 12,000 AT 980P 29 NOVEMBER 2005, LONDON
(EXERCISE), 19,000 AT 914P (EXERCISE),
25,000 AT 972P (EXERCISE), 15,000 AT 851P
(EXERCISE), 37,500 AT 937P (EXERCISE),
15,000 AT 993P (EXERCISE) AND 20,000 AT
1016P (EXERCISE)
153,500 AT 1135.3693P (SALE)
-------- ---------------------------------------------- ------ --------------------------------------------------
15. Total holding following notification and 16. Date issuer informed of transaction
total percentage holding following
notification (any treasury shares should not
be taken into account when calculating
percentage)
NIL SHARES / 101,609 OPTIONS 30 NOVEMBER 2005
-------- ---------------------------------------------- ------ --------------------------------------------------
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) for grant of the 20. Description of shares or debentures involved
option (class and number)
-------- ---------------------------------------------- ------ --------------------------------------------------
21. Exercise price (if fixed at time of grant) 22. Total number of shares or debentures over
or indication that price is to be fixed at which options held following notification
the time of exercise
Page 19 of 24
-------- ---------------------------------------------- ------ --------------------------------------------------
23. Any additional information 24. Name of contact and telephone number for
queries
-------- ---------------------------------------------- ------ --------------------------------------------------
--------------------------------------------------------------------------------
Name and signature of duly authorised officer of issuer responsible for making
notification
KAREN WESTON, COMPANY SECRETARIAL ADMINISTRATOR_
Date of notification 30 NOVEMBER 2005
--------------------------------------------------------------------------------
Page 20 of 24
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 30 NOVEMBER 2005
AT 17.34 HRS UNDER REF: PRNUK-3011051731-1D50
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 IN ACCORDANCE WITH BOTH (i) AND (ii) ABOVE
-------- ---------------------------------------------- ------ --------------------------------------------------
3. Name of person discharging managerial 4. State whether notification relates to a person
responsibilities/director connected with a person discharging managerial
responsibilities/director named in 3 and
identify the connected person
JERRY KENT MASTERS N/A
-------- ---------------------------------------------- ------ --------------------------------------------------
5. Indicate whether the notification is in 6. Description of shares (including class),
respect of a holding of the person referred debentures or derivatives or financial
to in 3 or 4 above or in respect of a instruments relating to shares
non-beneficial interest
IN RESPECT OF A HOLDING OF THE PERSON ORDINARY SHARES OF 25p EACH
DISCHARGING MANAGERIAL RESPONSIBILITY 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
Page 21 of 24
JERRY KENT MASTERS EXERCISE OF A TOTAL OF 180,000 EXECUTIVE OPTIONS
GRANTED IN FEBRUARY 1996, 1997, 1998 AND 1999,
MAY 2000 AND FEBRUARY 2001 AND 2002 AND
SUBSEQUENT SALE OF 180,000 SHARES ACQUIRED UPON
EXERCISE
-------- ---------------------------------------------- ------ --------------------------------------------------
9. Number of shares, debentures or financial 10. Percentage of issued class acquired (treasury
instruments relating to shares acquired shares of that class should not be taken into
account when calculating percentage)
180,000 0.03%
-------- ---------------------------------------------- ------ --------------------------------------------------
11. Number of shares, debentures or financial 12. Percentage of issued class disposed (treasury
instruments relating to shares disposed shares of that class should not be taken into
account when calculating percentage)
180,000 0.03%
-------- ---------------------------------------------- ------ --------------------------------------------------
13. Price per share or value of transaction 14. Date and place of transaction
5,000 AT 919P (EXERCISE), 7,000 AT 980P 30 NOVEMBER 2005, LONDON
(EXERCISE), 11,000 AT 914P (EXERCISE),
18,000 AT 851P (EXERCISE), 54,000 AT 937P
(EXERCISE), 35,000 AT 993P (EXERCISE),
50,000 AT 1016P (EXERCISE)
180,000 AT 1124.780P (SALE)
-------- ---------------------------------------------- ------ --------------------------------------------------
15. Total holding following notification and 16. Date issuer informed of transaction
total percentage holding following
notification (any treasury shares should not
be taken into account when calculating
percentage)
2,356 SHARES / 139,195 OPTIONS 30 NOVEMBER 2005
-------- ---------------------------------------------- ------ --------------------------------------------------
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) for grant of the 20. Description of shares or debentures involved
option (class and number)
-------- ---------------------------------------------- ------ --------------------------------------------------
Page 22 of 24
-------- ---------------------------------------------- ------ --------------------------------------------------
21. Exercise price (if fixed at time of grant) 22. Total number of shares or debentures over
or indication that price is to be fixed at which options held following notification
the time of exercise
-------- ---------------------------------------------- ------ --------------------------------------------------
23. Any additional information 24. Name of contact and telephone number for
queries
-------- ---------------------------------------------- ------ --------------------------------------------------
--------------------------------------------------------------------------------
Name and signature of duly authorised officer of issuer responsible for making
notification
KAREN WESTON, COMPANY SECRETARIAL ADMINISTRATOR
Date of notification 30 NOVEMBER 2005
--------------------------------------------------------------------------------
Page 23 of 24
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: December 1, 2005
By: /s/ Sarah Larkins
---------------------------------------
Name: Sarah Larkins
Title: Assistant Company Secretary
Page 24 of 24