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 of August 16, 2006
The BOC Group plc
Chertsey Road, Windlesham,
Surrey GU20 6HJ
England
(Name and address of registrant's principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
----- -----
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Yes: |_| No: |X|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes: |_| No: |X|
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes: |_| No: |X|
Enclosures: A notification advising of the Results of the Court Meeting
and Extraordinary General Meeting of The BOC Group plc held
on 16 August 2006.
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THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE ON
16 AUGUST 2006 AT 16.24 HRS UNDER REF: PRNUK-1608061623-3EC7
THE BOC GROUP plc
COURT MEETING
WEDNESDAY 16 AUGUST 2006
A Court Meeting was held on Wednesday 16 August 2006 at the New Connaught Rooms
(the Grand Hall), 61 - 65 Great Queen Street, Covent Garden, London, WC2B 5DA at
2.00 pm to consider and, if thought fit, approve (with or without modification)
a Scheme of Arrangement under section 425 of the Companies Act 1985 proposed to
be made between The BOC Group plc and the Scheme Shareholders.
The resolution was decided on a poll and the resolution proposed at the meeting
was passed.
The number of votes for and against the resolution put before the Meeting were
as follows:
------------------------------------------------------------------------------------------------------------------------------------
% of BOC
Resolution Number of BOC % of BOC Shares % of issued BOC Number of BOC Shareholders
Shares voted voted Shares Shareholders voting
To approve --------------------------------------------------------------------------------------------------------------------
the proposed For 270,875,894 99.58% 52.59% 7092 89.14%
Scheme of
Arrangement --------------------------------------------------------------------------------------------------------------------
Against 1,131,304 0.42% 0.22% 864 10.86%
------------------------------------------------------------------------------------------------------------------------------------
Number of shares in issue as at 6 pm on Monday 14 August 2006 - 515,042,913
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THE BOC GROUP plc
EXTRAORDINARY GENERAL MEETING
WEDNESDAY 16 AUGUST 2006
An Extraordinary General Meeting was held on Wednesday 16 August 2006 at the New
Connaught Rooms (the Grand Hall), 61 - 65 Great Queen Street, Covent Garden,
London, WC2B 5DA at 2.15 pm to consider a Special Resolution for the purpose of
giving effect to the Scheme of Arrangement dated 22 July 2006.
The voting rights conferred by the BOC Shares held by members of the Linde Group
were not exercised at the EGM.
The resolution was decided on a poll and the resolution proposed at the meeting
was passed.
The number of votes for and against the resolution put before the Meeting were
as follows:
-------------------------------------------------------------------------------------------------------------
Resolution Number of BOC % of BOC Shares % of issued BOC
Shares voted (note) voted Shares
-----------------------------------------------------------------------------------
Special For 285,806,316 99.6% 55.49%
Resolution giving
effect to the -----------------------------------------------------------------------------------
Scheme Against 1,159,483 0.4% 0.22%
-------------------------------------------------------------------------------------------------------------
Number of shares in issue as at 6 pm on Monday 14 August 2006 - 515,042,913
Note
The "For" vote includes those giving the Chairman discretion.
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Capitalised terms in this announcement have the same meaning as in the Scheme
Document dated 22 July 2006.
Enquiries:
BOC +44 1276 477 222
Christopher Marsay
Nigel Abbott
JPMorgan Cazenove +44 207 588 2828
(Financial adviser and corporate broker to BOC)
Mark Breuer
Barry Weir
Michael Wentworth-Stanley
Merrill Lynch +44 207 628 1000
(Financial adviser and corporate broker to BOC)
Bob Wigley
Kevin Smith
Mark Astaire
The Maitland Consultancy +44 20 7379 5151
(Public relations adviser to BOC)
Neill Bennett
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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: August 16, 2006
By: /s/ Sarah Larkins
-----------------------------------
Name: Sarah Larkins
Title: Assitant Company Secretary
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