Tomkins Disposes of Smith & Wesson

    LONDON--May 14, 2001--Tomkins PLC ("Tomkins") today announces that its subsidiary Tomkins Corporation has completed the sale of the entire share capital of Smith & Wesson Corp. ("Smith & Wesson") to Saf-T-Hammer Corporation ("Saf-T-Hammer"), a company specializing in the development of safety and security devices for firearms. Saf-T-Hammer is a Nevada corporation headquartered in Scottsdale, Arizona and was initially formed in June 1991. The shares of Saf-T-Hammer are traded on the OTC Bulletin Board in North America under the symbol SAFH.
    Tomkins publicly announced in January its intention to sell Smith & Wesson as part of the continuing strategy of focusing the Tomkins group into three engineering and manufacturing business areas: Industrial & Automotive, Air Systems Components and Engineered & Construction Products. Tomkins has already disposed of its Food Manufacturing interests and most of its interest in the Professional Garden & Leisure division. Smith & Wesson is the last remaining business of the Professional & Garden Leisure division to be sold.

    Commenting on the sale of Smith & Wesson, David Newlands, Executive Chairman of Tomkins said:

    "We are delighted to have completed successfully the disposal of Smith & Wesson. This is a further important step in the continuing process of focusing Tomkins as a world class global engineering group with market and technical leadership. We believe that Saf-T-Hammer will be better able to steer the strategic development of Smith & Wesson and that the disposal is in the best interests of our shareholders and the employees of Smith & Wesson."

    The consideration for the equity capital is $15 million comprising $5 million paid on completion with the balance due in May 2002. Saf-T-Hammer will also pay on completion $20 million of an outstanding loan of $73.8 million due from Smith & Wesson to Tomkins Corporation. Of the remaining $53.8 million, $30 million will be repaid on an amortizing basis over seven years commencing in May 2004 and $23.8 million will be included in the equity capital acquired by Saf-T-Hammer. Interest on the outstanding loan balance will continue at nine per cent per annum. Tomkins group has not indemnified Saf-T-Hammer against the liabilities, actual or contingent, of Smith & Wesson.
    Smith & Wesson has its headquarters in Springfield, Massachusetts, and employs approximately 650 people. It operates from two manufacturing facilities in the US, and is a leading domestic manufacturer of handgun products under the Smith & Wesson brand. The turnover of Smith & Wesson for the year to 29 April 2000 was $112 million and it generated an operating profit of $13 million. Net tangible assets of Smith & Wesson at 29 April 2000 were $35 million. As disclosed in the interim results of Tomkins for the six months to 30 October 2000, Smith & Wesson reported an operating loss for the period of $4 million.
    The accounting loss on disposal of Smith & Wesson to be recorded in the Tomkins group accounts for the year ended 30 April 2001 is estimated to be (pound)66 million including goodwill of (pound)42 million previously written off against reserves now passing through the profit and loss account.
    Taking into account the proceeds in respect of the loan account and the cash balances which will be retained by Smith & Wesson after completion, the net cash outflow of the Tomkins group is of the order of (pound)23 million.
    Tomkins is a global engineering group of businesses with market and technical leadership positions, manufacturing value added systems and components for the automotive, industrial and construction industries.
    Tomkins shares trade in the US in ADR form (each equal to four ordinary shares) on the New York Stock Exchange under the symbol TKS; its ordinary shares are listed on the London Stock Exchange.