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 April 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. A notification dated 2 April 2004, confirming the sale of the US
packaged gas business to Airgas Inc. has been agreed.
Page 1 of 12
2. A notification dated 20 April 2004, advising that conditional
approval has been recommended by the Competition Commission for
African Oxygen Limited to sell Afrox Healthcare Limited to
Business Venture Investments No 790 (Pty) Ltd.
3. A notification dated 22 April 2004, of the disposal of 8,000
Ordinary shares in The BOC Group plc by Ogier Trustee Limited as a
trustee of The BOC Group plc Employee Share Trust (1995).
4. A notification dated 28 April 2004, of the disposal of 7,965
Ordinary shares in The BOC Group plc by Ogier Trustee Limited as a
trustee of The BOC Group plc Employee Share Trust (1995).
5. A notification dated 29 April 2004, advising of the appointment of
A Quinn CBE and I Napier as non-executive directors of The BOC
Group plc and the resignation of R Mendoza as a non-executive
director of The BOC Group plc.
6. A notification dated 30 April 2004, advising that FMR Corp and
Fidelity International Limited have a notifiable interest of 3.00%
in the issued Ordinary share capital of The BOC Group plc.
Page 2 of 12
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 2 APRIL 2004
AT 13.03 HRS UNDER REF: PRNUK-0204041302-61AE
Sale of US packaged gas business now agreed
Windlesham, UK, 2 April 2004 -- The BOC Group announced on 27 January 2004 that
it had signed a letter of intent to sell its US packaged gases business to
Airgas for up to USD 200 million in cash. Today it confirms that a formal asset
purchase agreement has now been signed with Airgas and clearance has been given
by the Federal Trade Commission as required under the Hart-Scott-Rodino Act. It
is expected that the transaction will be completed by 31 July 2004.
The consideration will be $175million in cash upon the closing of the
transactions contemplated by the asset purchase agreement, with up to an
additional $25million to be paid on or about 15 November 2005. The proceeds will
be applied initially to the reduction of group borrowings.
Airgas will acquire approximately 120 BOC locations in 21 states in the
US involved in distributing packaged gases and welding equipment. These
locations include cylinder-filling plants, retail stores and warehouse
facilities. More than 1000 people are employed on these sites.
Contact: Nigel Abbott, Group Manager, Public Relations, The BOC Group
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 http://www.airgas.com/.
Page 3 of 12
The BOC Group plc Announcement released to a Regulatory Information Service at
14.35hrs on 20 April 2004 under ref no PRNUK-2004041433-1396
COMPETITION COMMISSION RECOMMENDS CONDITIONAL APPROVAL OF BIDCO AND AFROX
HEALTHCARE DEAL
African Oxygen Limited (Afrox) wishes to notify all its shareholders and
interested parties that, on Friday 16 April 2004, the Competition Commission
recommended to the Competition Tribunal that the merger of Business Venture
Investments No 790 (Pty) Ltd (Bidco) and Afrox Healthcare Limited (Ahealth) be
approved subject to certain conditions.
Bidco comprises a BEE consortium and Medi-Clinic Corporation Limited
(Medi-Clinic). The BEE consortium comprises Brimstone Investment Corporation
Limited, Mvelaphanda Strategic Investments (Pty) Ltd (Mvelaphanda), and broad
based empowerment groupings.
The summary of the salient points of the conditions recommended by the
Competition Commission are -
o Disinvestment of Mvelaphanda's shareholding in Tshwane Private Hospitals
(Pty) Ltd (Tshwane)
- Mvelaphanda must disinvest its 32 percent shareholding in Tshwane.
o Appointment of a non-executive director by Medi-Clinic to Bidco board
- The non-executive director to be appointed by Medi-Clinic to
the board of Bidco shall be an independent director and shall
not be a serving member of the board of either Medi-Clinic or
Remgro Limited.
o Future hospital acquisitions by Medi-Clinic
- Medi-Clinic must notify the Competition Commission of all future
hospital acquisitions.
For further details please access the Competition Commission website at
www.compcom.co.za.
The approval by the Competition Tribunal is the only outstanding condition
precedent for the acquisition by Bidco of all the shares in Ahealth, including
Afrox's 69 percent shareholding in Ahealth. Should the transaction be
conditionally approved by the Competition Tribunal, Afrox shall be entitled to
accept such conditional approval and by doing so, bring about the fulfillment of
the last condition precedent.
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Ends
Issued by African Oxygen Limited
For further information
Chris Fieldgate (011) 490-0430 / 082 495 1481
Ros Beart (011) 490 0712 / 082 891 5149
Page 5 of 12
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 22 APRIL 2004
AT 09.50 HRS UNDER REF: PRNUK-2204040950-5C7F
22 April 2004
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the
disposal on 20 April 2004 of 8,000 Ordinary shares of 25p each
in the Company at a sale price of 924.21p 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 8,000 Ordinary shares, the Trustee
now holds 4,922,177 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 4,922,177
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 6 of 12
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 28 APRIL 2004
AT 17.18 HRS UNDER REF: PRNUK-2804041718-7CFE
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the
disposal on 28 April 2004 of 7,965 Ordinary shares of 25p each
in the Company at a sale price of 939.89p 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 7,965 Ordinary shares, the Trustee
now holds 4,914,212 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 4,914,212
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 7 of 12
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 29 APRIL 2004
AT 11.43 HRS UNDER REF: PRNUK-2904041138-9BD1
Board changes at The BOC Group plc
Anne Quinn CBE and Iain Napier appointed non-executive directors.
Roberto Mendoza to resign as a non-executive director.
Anne Quinn CBE and Iain Napier are appointed non-executive directors of The BOC
Group plc with effect from 1 May 2004.
Anne Quinn is group vice president of BP p.l.c.'s gas, power and renewables
business stream. A New Zealander, she worked for Standard Oil of Ohio and joined
BP in 1987 when it acquired Standard Oil.
Iain Napier is chief executive of Taylor Woodrow plc and a non-executive
director of Imperial Tobacco Group PLC. He was previously a director of Bass plc
where he was chief executive of Bass Brewers and Bass International before
joining Interbrew SA in 2000.
Roberto Mendoza, a non-executive director since 2002, will resign from the board
with effect from 12 May 2004. He is scaling back his external commitments to
concentrate on his role at Integrated Finance Ltd, of which he is a founding
partner.
Rob Margetts, chairman of The BOC Group, said: "I am very pleased that we have
been able to add the experience and skills of Anne Quinn and Iain Napier to our
board. They each have knowledge of markets and technologies that are very
important to us. Roberto Mendoza has made a valuable contribution to BOC during
his time on the board and I fully understand his wish to concentrate more fully
on his successful partnership".
There is no further information to be disclosed under the requirements of
Listing Rule 16.4 in relation to the appointment of either Anne Quinn or Iain
Napier.
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--------------------- ----------------------------------------------------------
Contact: Christopher Marsay, Director - Investor Relations
--------------------- ----------------------------------------------------------
Tel: 01276 477222 (International +44 1276 477222)
--------------------- ----------------------------------------------------------
Page 9 of 12
The BOC Group plc Announcement released to a Regulatory Information Service on
30 April 2004 at 14.49 hrs under
Ref: PRNUK-3004041448-9EBE
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
All relevant boxes should be completed in block capital letters.
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1. Name of company 2. Name of shareholder having a major interest
The BOC Group plc FMR Corp and Fidelity International Limited
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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 person's spouse or See additional information
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 class
shares/amount of class of stock disposed
stock acquired
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9. Class of security 10. Date of transaction 11. Date company informed
Ordinary shares of 25p each 29 April 2004 30 April 2004
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12. Total holding following this notification 13. Total percentage holding of issued class following this
notification
14,914,788 3.00%
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14. Any additional information 15. Name of contact and telephone number for queries
In a letter dated 29 April 2004 and received on Sarah Larkins
30 April 2004 The BOC Group plc has been notified Assistant Company Secretary
that FMR Corp and Fidelity Investments Limited 01276 807383
have a 3.00% notifiable interest in the issued
Ordinary share capital of the Company.
Neither FMR Corp nor Fidelity Investments Limited
own shares for their own account. The shares are
held by Fidelity on behalf of their clients.
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16. Name and signature of authorised company official responsible for making this notification
Sarah Larkins
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Date of notification ___30 April 2004_________
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Page 11 of 12
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: May 3, 2004
By: /s/ Sarah Larkins
----------------------------------
Name: Sarah Larkins
Title: Assistant Company Secretary
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