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 September 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 September 2005 advising of the disposal by
Ogier Trustee Limited, as trustee of The BOC Group plc Employee Share
Trust (1995), of a total of 13,704 Ordinary shares in the Company in
which the directors have a technical interest.
Page 1 of 13
2. A notification dated 5 September 2005 advising of the acquisition of G
Van Dongen Holdings BV, a European Temperature-controlled transport
operator comprising seven companies in the Netherlands and Spain, by
Gist Limited, part of The BOC Group.
3. A notification dated 5 September 2005 advising of the disposal by
Ogier Trustee Limited, as trustee of The BOC Group plc Employee Share
Trust (1995), of a total of 10,450 Ordinary shares in the Company in
which the directors have a technical interest.
4. A notification dated 9 September 2005 confirming that there is no
further disclosure to be made under Listing rule 9.6.13 in relation to
the appointment of A M Ferguson as a director of The BOC Group plc.
5. A notification dated 9 September 2005 advising of the disposal by
Ogier Trustee Limited, as trustee of The BOC Group plc Employee Share
Trust (1995), of a total of 2,804 Ordinary shares in the Company in
which the directors have a technical interest.
6. A notification dated 16 September 2005 advising details of the grant
of 48,077 Ordinary shares in the Company as a Special Grant of
Restricted Shares and the grant of an option over 76,106 Ordinary
Shares in the Company under The BOC Group plc Long Term Incentive Plan
to A M Ferguson, a director of the Company.
7. A notification dated 16 September 2005 advising of the purchase by
Ogier Trustee Limited, as trustee of The BOC Group plc Employee Share
Trust (1995), of a total of 48,077 Ordinary shares in the Company in
which the directors have a technical interest.
8. A notification dated 19 September 2005 advising of the disposal by
Ogier Trustee Limited, as trustee of The BOC Group plc Employee Share
Trust (1995), of a total of 17,700 Ordinary shares in the Company in
which the directors have a technical interest.
Page 2 of 13
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 2 SEPTEMBER 2005
AT 13.00 HRS UNDER REF: PRNUK-0209051258-8C54
2 September 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 1 September
2005 of 13,704 Ordinary shares of 25p each in the Company at an exercise price
of 1078p 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 13,704 Ordinary shares, the Trustee now holds
5,252,573 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 5,252,573 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 13
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 5 SEPTEMBER 2005
AT 07:04 HRS UNDER REF: PRNUK-0509050703-74EC
5 September 2005
GIST ACQUIRES EUROPEAN
TEMPERATURE-CONTROLLED OPERATION
Supply chain specialist Gist, part of The BOC Group, is expanding its primary
business into Europe with the acquisition of G Van Dongen Holdings BV, a
European temperature-controlled transport operator comprising seven companies
based in the Netherlands and Spain.
The new European operation will be known as Gist Van Dongen and will provide
fresh/chill and ambient transport services to food manufacturers in the
Netherlands, Spain, Germany, Portugal, and France.
The (euro)46m turnover business adds to Gist's existing operations in the Czech
Republic and the Netherlands, bringing five additional operating centres in
Holland and one in Spain - net assets worth (euro)8m and in excess of 260
people.
Commented Gist managing director, Martin Gwynn: "This is an ideal strategic fit
for Gist. We have a strong UK Primary chill business but we believe that
substantial opportunities lie in Europe."
The Van Dongen existing customer base includes Flowerplus, Fritolay, Maersk, and
Tetrapak.
The seven operating companies, being acquired, are:
o Van Dongen Transport
o Van Trans
o Peeman Transport
o Van Dongen Westland
o LogiFrance
o Van Dongen Aalsmeer
o Van Dongen Cool Logistics Barendrecht
For further information please contact:
Chris Marsay, Director, Investor Relations, The BOC Group
Tel. 01276 477222 (International +44 1276 477222)
Page 4 of 13
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY
INFORMATION SERVICE ON 5 SEPTEMBER 2005
AT 16.09 HRS UNDER REF: PRNUK-0509051607-CC6A
5 September 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 2 September
2005 of 10,312 Ordinary shares of 25p each in the Company at an exercise price
of 851p per share and 138 Ordinary shares of 25p each in the Company at an
exercise price of 980p 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 10,450 Ordinary shares, the Trustee now holds
5,242,123 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 5,242,123 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 13
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 9 SEPTEMBER 2005
AT 11:58 HRS UNDER REF: PRNUK-0909051147-087A
9 September 2005
THE BOC GROUP plc - A M FERGUSON
Further to the announcement made on 6 May 2005 that Alan Ferguson was to be
appointed to the board of The BOC Group plc as an executive director with effect
from 30 September 2005, it is confirmed that there is no further information to
be disclosed under the requirements of Listing Rule 9.6.13 (formerly Listing
Rule 16.4) in relation to his appointment.
Page 6 of 13
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY
INFORMATION SERVICE ON 9 SEPTEMBER 2005
AT 14.32 HRS UNDER REF: PRNUK-0909051431-CAE4
9 September 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 8 September
2005 of 2,804 Ordinary shares of 25p each in the Company at an exercise price of
914p 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 2,804 Ordinary shares, the Trustee now holds
5,239,319 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 5,239,319 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 13
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 16 SEPTEMBER 2005 AT 14.34 HRS UNDER REF: PRNUK-1609051433-0678
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.
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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 (i) in accordance with DR3.1.4R(i)(a)
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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
ALAN MURRAY FERGUSON
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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
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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
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Page 8 of 13
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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)
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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)
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13. Price per share or value of transaction 14. Date and place of transaction
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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)
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If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes
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17 Date of grant 18. Period during which or date on which it can
be exercised
15 SEPTEMBER 2005 SHARE AWARD - TWO THIRDS ON 15 MARCH 2006 AND
ONE THIRD ON 15 MARCH 2007 SUBJECT TO THE
EXECUTIVE REMAINING ELIGIBLE
LTIP - UP TO TWO THIRDS OF THE AWARD WILL
VEST ON 19 NOVEMBER 2007 SUBJECT TO
PERFORAMNCE CONDITIONS
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19. Total amount paid (if any) for grant of the 20. Description of shares or debentures involved
option (class and number)
NIL ORDINARY SHARES OF 25P EACH
SHARE AWARD - 48,077
LTIP - 76,106
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Page 9 of 13
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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
SHARE AWARD - 1143.9879P PER SHARE 124,183
LTIP - GRANTED AT NIL COST
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23. Any additional information 24. Name of contact and telephone number for
queries
SHARE AWARD - THE EXECUTIVE WILL REMAIN CAROL HUNT
ELEIGBLE IN THE EVENT THAT BOC TERMINATES
HIS EMPLOYMENT FOR ANY REASON OTHER THAN 01276 807759
SUMMARY DISMISSAL WITHIN THE TERMS OF HIS
EMPLOYMENT CONTRACT.
LTIP - THE AWARD GRANTED UNDER THE BOC GROUP
LONG TERM INCENTIVE PLAN MAY BE SATISFIED BY
A NEW ISSUE OF SHARES TO THE DIRECTOR OR BY
A TRANSFER OF SHARES FROM THE BOC GROUP plc
EMPLOYEE SHARE TRUST (1995). THE TRUST HAS
THE RIGHT TO SUBSCRIBE THE NUMBER OF SHARES
REQUIRED TO SATISFY THE OPTION.
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Name and signature of duly authorised officer of issuer responsible for making
notification
CAROL HUNT, DEPUTY COMPANY SECRETARY_____________________________
Date of notification ____16 SEPTEMBER 2005____________________________________
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Page 10 of 13
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 16 SEPTEMBER 2005
AT 15.17 HRS UNDER REF: PRNUK-1609051516-4FAD
16 September 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the purchase on 15
September 2005 of 48,077 Ordinary shares of 25p each in the Company at a
purchase price of (pound)11.439879 per share by Ogier Trustee Limited (the
Trustee) for The BOC Group plc Employee Share Trust (1995) (the Trust). This
Trust was established for the purpose of satisfying the exercise, in due course,
of awards made under senior executive incentive plans.
Each of the directors of the Company, who is an employee, is a potential
beneficiary under the Trust and therefore for Companies Act purposes is regarded
as interested in all of these Ordinary shares. Despite the technical interest in
all the Ordinary shares each director will only be entitled to receive Ordinary
shares from the Trust to the extent that awards are made to him in respect of
these Ordinary shares.
Awards made to directors under the incentive plans have previously been
notified, most recently on 19 November 2004.
Page 11 of 13
THE BOC GROUP plc ANNOUNCEMENT RELEASED TO A REGULATORY INFORMATION SERVICE
ON 19 SEPTEMBER 2005
AT 13.56 HRS UNDER REF: PRNUK-1909051355-DBB2
19 September 2005
THE BOC GROUP plc EMPLOYEE SHARE TRUST (1995)
The BOC Group plc (the Company) has been notified of the disposal on 16
September 2005 of 17,700 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 incentive plans.
Following this disposal of 17,700 Ordinary shares, the Trustee now holds
5,269,696 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 5,269,696 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 13
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: October 3, 2005
By: /s/ Sarah Larkins
----------------------------------
Name: Sarah Larkins
Title: Assistant Company Secretary
Page 13 of 13