Smith & Nephew PLC 6-K, filed Sep 11, 2026
Smith & Nephew PLC (SNN)
About this 6-K
Smith & Nephew PLC filed this 6-K on September 11, 2026.
UNITED STATES
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
For September 11, 2026
Commission File Number: 001-14978
Smith & Nephew plc
(Registrant’s name)
Building 5, Croxley Park Hatters Lane,
Watford Hertfordshire WD18 8YE
United Kingdom
(Address of registrant’s principal executive offices)
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 | __ |
EXPLANATORY NOTE
In connection with the issuance by Smith & Nephew plc of $700,000,000 aggregate principal amount of 5.750% Notes due 2036 (the “Securities”), Smith & Nephew plc is filing the following documents solely for incorporation into the Registration Statement on Form F-3 (File No. 333-277815):
Exhibit List
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SMITH & NEPHEW PLC | ||
| (Registrant) | ||
| Date: September 11, 2026 | By: | /s/ Adam Richford |
| Name: | Adam Richford | |
| Title: | Group Treasurer | |
Exhibit 4.1
|
FIRST SUPPLEMENTAL INDENTURE
by and between
Smith & Nephew plc,
and
THE BANK OF NEW YORK MELLON, LONDON BRANCH,
relating to an Indenture, dated as of October 14, 2020
|
|
September 11, 2026 |
Table of Contents
| Contents | Page |
| ARTICLE 1 Definitions and Other Provisions of General Application | 1 |
| SECTION 1.1 Definitions | 1 |
| SECTION 1.2 Conflict with Trust Indenture Act | 2 |
| SECTION 1.3 Effect of Headings and Table of Contents | 2 |
| SECTION 1.4 Successors and Assigns | 2 |
| SECTION 1.5 Separability Clause | 2 |
| SECTION 1.6 Benefits of Supplemental Indenture | 2 |
| SECTION 1.7 Governing Law | 2 |
| SECTION 1.8 Execution in Counterparts | 2 |
| SECTION 1.9 Recitals by the Issuer | 2 |
| SECTION 1.10 Ratification and Incorporation of Indenture | 2 |
| ARTICLE 2 The Securities | 2 |
| SECTION 2.1 Creation of Designated Securities | 2 |
| SECTION 2.2 Limitation on Aggregate Principal Amount of Designated Securities | 3 |
| SECTION 2.3 Payment of Principal | 3 |
| SECTION 2.4 Interest and Interest Rate | 3 |
| SECTION 2.5 Paying Agent | 3 |
| SECTION 2.6 Place of Payment | 4 |
| SECTION 2.7 Denominations | 4 |
| SECTION 2.8 Security Certificates | 4 |
| SECTION 2.9 Defeasance and Covenant Defeasance | 5 |
| SECTION 2.10 Additional Amounts | 5 |
| SECTION 2.11 Redemption | 5 |
| ARTICLE 3 Amendment to the Indenture | 6 |
| SECTION 3.1 Certain Terms Defined | 6 |
| SECTION 3.2 Event of Default Defined | 7 |
| SECTION 3.3 Electronic Means | 7 |
| EXHIBIT A Form of Security Certificate Representing the Designated Securities | 1 |
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This First Supplemental Indenture, dated as of September 11, 2026 (this “First Supplemental Indenture”), between Smith & Nephew plc, a public limited company organized under the laws of England and Wales (the “Issuer”) and The Bank of New York Mellon, London Branch, a New York banking corporation organized and existing under the laws of New York, acting through its London Branch, as trustee (the “Trustee”, which term includes any successor Trustee).
Whereas, the Issuer has heretofore entered into an Indenture, dated as of October 14, 2020 (as may be amended and supplemented from time to time, the “Indenture”) with the Trustee;
Whereas, pursuant to Sections 2.01, 2.07 and 7.01 of the Indenture, the Issuer proposes to create new series of Securities under the Indenture and make certain changes to the Indenture as it relates to future issuances (including the series of Securities to be created under this First Supplemental Indenture);
Whereas, the Issuer hereby resolves to issue the Designated Securities (as such term is defined in Section 2.1 hereof) in an aggregate principal amount of $700,000,000, and with the terms and conditions set forth in this First Supplemental Indenture; and all things necessary to make this First Supplemental Indenture a valid and binding agreement of the Issuer, in accordance with its terms, have been done;
Now, therefore, for and in consideration of the premises and the purchases of the Designated Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Designated Securities, as follows:
ARTICLE
1
Definitions and Other Provisions of General Application
SECTION 1.1 Definitions. For purposes of this First Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:
(a) the terms defined herein have the meanings assigned to them herein and include the plural as well as the singular;
(b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;
(c) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this First Supplemental Indenture;
(d) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; and
(e) all terms used but not defined in this First Supplemental Indenture, which are defined in the Indenture, shall have the meanings assigned to them in the Indenture.
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SECTION 1.2 Conflict with Trust Indenture Act. If and to the extent that any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such act to be a part of and govern the Indenture, the provision of the Trust Indenture Act shall control. If any provision of this First Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to this First Supplemental Indenture as so modified or excluded, as the case may be.
SECTION 1.3 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
SECTION 1.4 Successors and Assigns. All covenants and agreements by the Issuer in this First Supplemental Indenture shall bind its successors and assigns, whether so expressed or not.
SECTION 1.5 Separability Clause. In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 1.6 Benefits of Supplemental Indenture. Nothing in the Indenture or the Designated Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders of Designated Securities, any benefit or any legal or equitable right, remedy or claim under the Indenture.
SECTION 1.7 Governing Law. Pursuant to Section 5-1401 of the General Obligations Law of the State of New York, this First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 1.8 Execution in Counterparts. This First Supplemental Indenture may be executed in any number of counterparts by manual, facsimile or electronic signature, provided that any electronic signature is a true representation of the signer’s actual signature, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument, and signature pages may be delivered by facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transaction Act, the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method.
SECTION 1.9 Recitals by the Issuer. The recitals in this First Supplemental Indenture are made by the Issuer only and not by the Trustee, and all of the provisions contained in the Indenture in respect of the rights, privileges, immunities, indemnities, powers and duties of the Trustee shall be applicable in respect of this First Supplemental Indenture as fully and with like effect as if set forth herein in full.
SECTION 1.10 Ratification and Incorporation of Indenture. As supplemented hereby, the Indenture is in all other respects ratified and confirmed, and from this day forward, references to the Indenture shall mean the Indenture as amended and supplemented by this First Supplemental Indenture and, in the case of the amendment set out in Section 3.2 (Event of Default Defined) of this First Supplemental Indenture, insofar as it relates to future issuances (including the series of Securities to be created under this First Supplemental Indenture).
ARTICLE
2
The Securities
SECTION 2.1 Creation of Designated Securities. There is hereby created a new series of Securities to be issued under the Indenture to be designated as 5.750% Notes due 2036 (the “Designated Securities”).
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SECTION 2.2 Limitation on Aggregate Principal Amount of Designated Securities. The aggregate principal amount of the Designated Securities shall initially be limited to $700,000,000 (except for Designated Securities represented by any Security certificate authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Designated Securities pursuant to Sections 2.12, 2.13, 2.14 or 7.05 of the Indenture and except for any Designated Securities which, pursuant to Section 2.08 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture). The Issuer may from time to time, without the consent of the Holders of a series of Designated Securities, create and issue further securities having the same terms and conditions as such previously issued series of Designated Securities in all respects (or in all respects except for the issue date, the first payment of interest thereon and/or issue price), so that such further issue shall be consolidated and form a single series with the relevant series of outstanding Designated Securities; provided, however, that if any such further securities are not fungible for U.S. federal income tax purposes with the relevant series of outstanding Designated Securities, such further securities will have a separate CUSIP and ISIN or other identifying number, as applicable.
SECTION 2.3 Payment of Principal. The principal of the Designated Securities shall be due and payable on September 11, 2036 (the “Maturity Date”).
SECTION 2.4 Interest and Interest Rate.
(a) The Designated Securities will bear interest from September 11, 2026, or from the most recent date through which the Issuer has paid or provided for interest on the Designated Securities, at an annual rate of 5.750%.
(b) The Issuer will pay interest on the Designated Securities semi-annually in arrears on each March 11 and September 11 of each year, beginning on March 11, 2027 to and including the Maturity Date (each an “Interest Payment Date”).
(c) Interest on the Designated Securities will be computed on the basis of a 360-day year consisting of twelve 30-day months. Except as described below for the first Interest Payment Date, on each Interest Payment Date, the Issuer will pay interest on the Designated Securities for the period commencing on and including the immediately preceding Interest Payment Date and ending on and including the day immediately preceding that Interest Payment Date.
(d) On the first Interest Payment Date, the Issuer will pay interest for the period beginning on and including the issue date of the Designated Securities and ending on and excluding the first Interest Payment Date.
(e) If any Interest Payment Date would fall on a day that is not a Business Day, the interest payment shall be postponed to the next day that is a Business Day, and no interest on such payment shall accrue for the period from and after such Interest Payment Date.
(f) If the Maturity Date falls on a day that is not a Business Day, the Maturity Date will be postponed to the next succeeding day that is a Business Day, but no additional interest shall be paid unless the Issuer fails to make payment on such date.
(g) Interest on each Designated Security will be paid only to the Person in whose name such Designated Security was registered at the close of business on the Regular Record Date for the applicable Interest Payment Date, which shall be the 15th calendar day preceding such Interest Payment Date, whether or not such day is a Business Day.
SECTION 2.5 Paying Agent.
(a) Upon the terms and subject to the conditions contained herein, the Issuer hereby appoints The Bank of New York Mellon, London Branch as the initial Paying Agent under the Indenture for the purpose of performing the functions of the Paying Agent with respect to the Designated Securities.
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(b) The Paying Agent shall exercise due care in performing the functions of the Paying Agent for the Designated Securities.
SECTION 2.6 Place of Payment.
The place or places where, subject to the provisions of Section 3.03 of the Indenture, the principal of, and any premium and interest on, and any Additional Amounts in respect of, the Designated Securities shall be payable, Security certificates representing the Designated Securities may be surrendered for exchange or conversion of the Designated Securities represented thereby and notices and demands to or upon the Issuer in respect of the Designated Securities and the Indenture may be served shall be at the Trustee’s offices at Corporate Trust Administration, The Bank of New York Mellon, London Branch, Corporate Trust Services, 160 Queen Victoria Street, London EC4V 4LA, United Kingdom, Email: corpsov1@bny.com.
SECTION 2.7 Denominations.
The Designated Securities may be issued in denominations of $2,000 and integral multiples of $1,000.
SECTION 2.8 Security Certificates.
(a) The Designated Securities shall initially be represented by one or more Global Securities substantially in the form of Exhibit A hereto, which shall be deposited with a custodian for the Depository and the Designated Securities represented thereby will be registered in the name of a nominee of the Depository, for the accounts of participants in the Depository.
(b) Designated Securities represented by a Global Security may be transferred, in whole and not in part, only to another nominee of the Depository, to the Depository by a nominee of the Depository, or by a nominee to another nominee of such Depository or, in either case, to a successor Depository selected or approved by the Issuer or to a nominee of such successor Depository.
(c) Beneficial interests in any Designated Securities represented by a Global Security will be exchangeable for Designated Securities represented by definitive Securities only if: (i) the Depository notifies the Issuer that it is unwilling or unable to continue to hold such Global Security or if at any time the Depository ceases to be a clearing agency registered under the Exchange Act and a successor Depository is not appointed by the Issuer, (ii) there shall have occurred and be continuing an Event of Default with respect to the Designated Securities, or (iii) at any time if the Issuer in its sole discretion determines that the Global Securities or any of them should be exchanged for definitive Securities.
(d) Upon the occurrence of any of the events specified in (i), (ii) or (iii) of (c) above, Designated Securities represented by definitive Securities shall be (i) delivered by the Trustee in exchange for beneficial interest in Designated Securities represented by Global Securities and (ii) registered in such names, and issued in such authorized denominations, as shall be requested by or on behalf of the Depository in accordance with its customary procedures.
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SECTION 2.9 Defeasance and Covenant Defeasance. The provisions of Section 9.03 of the Indenture will apply to the Designated Securities.
SECTION 2.10 Additional Amounts. The provisions of Section 3.02 of the Indenture will apply to the Designated Securities.
SECTION 2.11 Redemption. (a) The Designated Securities are subject to redemption pursuant to the provisions of Section 11.06 of the Indenture.
(b) The Designated Securities are subject to redemption, prior to June 11, 2036 (the “Par Call Date”), at the Issuer’s option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Designated Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Designated Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to (but excluding) the redemption date.
On or after the Par Call Date, the Issuer may redeem the Designated Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Designated Securities being redeemed plus accrued and unpaid interest thereon to (but excluding) the redemption date.
“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For the purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
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If on the third Business Day preceding the redemption date H.15 or any successor designation or publication (as determined by us) is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
ARTICLE
3
Amendment to the Indenture
SECTION 3.1 Certain Terms Defined. With respect to any series of Securities under the Indenture on or after the date hereof, including the Designated Securities, Section 1.01 of the Indenture is hereby amended in part to include the following definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):
Section 1.1 Certain Terms Defined.
“Group” means the Issuer and its Subsidiaries together.
“Material Subsidiary” means, at any time, a Subsidiary of the Issuer:
a) whose gross assets (excluding intra Group items) then equal or exceed 15 per cent. of the gross assets of the Group; or
b) whose earnings before interest and tax (excluding intra Group items) then equal or exceed 15 per cent. of the earnings before interest and tax of the Group.
For this purpose:
i. the gross assets or earnings before interest and tax of a Subsidiary of the Issuer will be determined from its financial statements (consolidated if such Subsidiary has Subsidiaries) upon which the latest audited consolidated financial statements of the Group have been based;
ii. if a Subsidiary of the Issuer becomes a member of the Group after the date on which the latest audited consolidated financial statements of the Group have been prepared, the gross assets or earnings before interest and tax of that Subsidiary (consolidated if
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such Subsidiary has Subsidiaries) will be determined from its latest financial statements;
iii. the gross assets or earnings before interest and tax of the Group will be determined from its latest consolidated audited financial statements, adjusted (where appropriate) to reflect the gross assets or earnings before interest and tax of any company or business subsequently acquired or disposed of by the Group; and
iv. if a Material Subsidiary disposes of all or substantially all of its assets to another Subsidiary of the Issuer, it will immediately cease to be a Material Subsidiary and the other Subsidiary (if it is not already) will immediately become a Material Subsidiary; the subsequent financial statements of those Subsidiaries and the Group (reflecting such transfer of assets) will be used to determine whether those Subsidiaries are Material Subsidiaries or not.
A certificate signed by two authorised signatories of the Issuer addressed to the Trustee certifying which of the Issuer’s Subsidiaries are Material Subsidiaries on any given date will, in the absence of manifest error, be conclusive and binding.
SECTION 3.2 Event of Default Defined. With respect to any series of Securities under the Indenture on or after the date hereof, including the Designated Securities, Section 4.01(f) of the Indenture is hereby amended and restated in its entirety and shall read as follows:
(f) (i) any indebtedness for borrowed money of the Issuer or any of its Material Subsidiaries is not paid when due or within any originally applicable grace period or (ii) any such indebtedness for borrowed money of the Issuer or any of its Material Subsidiaries becoming due and payable prior to its stated maturity by reason of an Event of Default; provided that no cross-default will occur if (x) the indebtedness is of any Person acquired by the Issuer or one of its Subsidiaries which is incurred under the arrangements in existence at the date of acquisition and the Event of Default in respect thereof is no longer continuing one month after the acquisition or (y) the amount of indebtedness referred to in clauses (i) and/or (ii) above individually or in the aggregate is less than $50,000,000 (or its equivalent in any other currency or currencies); or
SECTION 3.3 Electronic Means. The following shall be added as the new Section 11.07 (Electronic Means) of the Indenture:
Section 11.07 Electronic Means. In no event shall the Trustee or paying agent be liable for any losses arising from the Trustee or paying agent receiving any data from or transmitting any data to the Issuer (or any authorised person) or acting upon any notice, instruction or other communications via any Electronic Means. Neither the Trustee nor the paying agent has a duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorised to give instructions or directions on behalf of the Issuer (or any authorised person). The Issuer agrees that the security procedures, if any, to be followed in connection with a transmission of any such notice, instructions or other communications, provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.
“Electronic Means” shall mean the following communications methods: (i) non-secure methods of transmission or communication such as e-mail transmission and (ii) secure electronic transmission containing applicable authorisation codes, passwords and/or authentication keys issued by the Trustee or paying agent, or another method or system specified by the Trustee or paying agent as available for use in connection with its services hereunder.
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In witness whereof, each of the parties hereto has caused this First Supplemental Indenture to be duly executed on its behalf as of the date first above written.
| SMITH & NEPHEW PLC, as Issuer | ||
| By: | /s/ Deepak Nath | |
| Name: | Deepak Nath | |
| Title: | Director | |
| By: | /s/ Adam Richford | |
| Name: | Adam Richford | |
| Title: | Group Treasurer | |
| THE BANK OF NEW YORK MELLON, LONDON BRANCH as Trustee and Paying Agent | ||
| By: | /s/ Beth Kuhn | |
| Name: | Beth Kuhn | |
| Title: | Authorised Signatory | |
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EXHIBIT A
Form of Security Certificate Representing the Designated Securities
THIS SECURITY IS A GLOBAL REGISTERED SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
SMITH & NEPHEW PLC
5.750% Notes due 2036
| No. ______________________ | U.S. $______________________ |
| CUSIP No. __________ | |
| ISIN: ___________ |
SMITH & NEPHEW PLC, a public limited company organized under the laws of England and Wales (herein called the “Issuer”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, upon presentation and surrender of this Security the principal sum of ________ United States Dollars ($________) on September 11, 2036, and to pay interest thereon from September 11, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on March 11 and September 11 in each year, commencing March 11, 2027 (each an “Interest Payment Date”), at the rate of 5.750% per annum, until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the record date for such interest which shall be the 15th calendar day preceding such Interest Payment Date (whether or not such day is a Business Day) (“Regular Record Date”), as the case may be. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a special record date (“Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
A-1
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, by manual or pdf or other electronically-imaged (including, without limitation, DocuSign or Adobe Sign) signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
A-2
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually, electronically or in facsimile.
Dated: September 11, 2026
| SMITH & NEPHEW PLC | |||
| By: | |||
| Name: | Deepak Nath | ||
| Title: | Director | ||
| By: | |||
| Name: | Adam Richford | ||
| Title: | Group Treasurer | ||
[Signature Page to Smith & Nephew plc Global Registered Security]
This is one of the Securities of the series designated herein and referred to in the within- mentioned Indenture.
Dated: September 11, 2026
| THE BANK OF NEW YORK MELLON, LONDON BRANCH, AS TRUSTEE | ||
| By: | ||
| Authorized Officer | ||
[Signature Page to Smith & Nephew plc Global Registered Security]
This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 14, 2020 (the “Base Indenture”), between the Issuer and The Bank of New York Mellon, London Branch, as Trustee (herein called the “Trustee”, which term includes any other successor trustee under the Indenture) as supplemented and amended by the first supplemental indenture dated September 11, 2026 (the “Supplemental Indenture” and together with the Base Indenture, herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to U.S.$ .
The Securities of this series are subject to redemption, prior to June 11, 2036 (the “Par Call Date”), at the Issuer’s option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the Securities to be redeemed,
plus, in either case, accrued and unpaid interest thereon to (but excluding) the redemption date.
On or after the Par Call Date, the Issuer may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to (but excluding) the redemption date.
“Business Day” means any day, other than a Saturday or Sunday, which is not a day on which banking institutions in the City of New York or London are authorized or required by law, regulation or executive order to close.
“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the
applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third Business Day preceding the redemption date H.15 or any successor designation or publication (as determined by us) is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Indenture contains provisions to the effect that, in the event of various tax law changes and other limited circumstances that require the Issuer to pay Additional Amounts, the Issuer may redeem all, but not less than all, of the Securities of a series at a price equal to 100% of the principal amount of the Securities plus accrued interest thereon to but excluding the date of redemption, which provisions apply to this Security.
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with certain conditions set forth thereon, which provisions apply to this Security.
If any deduction or withholding for any present or future taxes, levies, duties, assessments, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the United Kingdom (or any political subdivision or taxing authority thereof or therein) shall at any time be required by applicable law or regulation of the United Kingdom (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Issuer under the Securities, the Issuer will (subject to what follows) pay to the Holder of this Security, such additional amounts as may be necessary in order that the net amounts received by such Holder of such Security, after such deduction or withholding, shall be not less than the amounts to which such Holder would be entitled had such deduction or withholding not been so imposed, assessed, levied or collected; provided, however, that the Issuer shall not be required to make any payment of additional amounts for or on account of:
(1) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the Holder of the relevant Security (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or engaging or having been engaged in a trade or business or maintaining or having maintained a permanent establishment or being or having been physically present in, the United Kingdom or any political subdivision or taxing authority thereof or therein or
otherwise having or having had some connection with the United Kingdom or any political subdivision or taxing authority thereof or therein other than the holding or ownership of a Security, or the collection of principal of, and interest, if any, on, or the enforcement of, a Security;
(2) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than 30 days after the date on which such payment became due or was provided for, whichever is later;
(3) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
(4) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security;
(5) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied, collected or withheld but for the failure to comply with any request addressed to the Holder for certification, identification or other information reporting concerning the nationality, residence, identity or connection with the United Kingdom or any political subdivision or taxing authority thereof or therein of the Holder or beneficial owner of the relevant Security, if compliance is required by treaty or by statute, regulation or administrative practice of the United Kingdom or any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge (which such Holder or beneficial owner is legally entitled to provide);
(6) any present or future tax, levy, impost or other governmental charge which a Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom which has been requested of such Holder and which it is legally entitled to provide;
(7) any present or future tax, levy, impost or other governmental change imposed by the United States of America or any political subdivision or taxing authority thereof or therein;
(8) any present or future tax, levy, impost or other governmental charge imposed, assessed, levied or collected in respect of a payment under or with respect to a Security to any Holder of the relevant Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial owner been the actual Holder of such Security; or
(9) any combination of items (1) through (8) above.
Nor shall additional amounts be paid in the event that the obligation to pay additional amounts is the result of the issuance of definitive Registered Securities to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is made definitive Registered Securities have not been issued in exchange for the entire principal amount of the Predecessor Securities. The foregoing provisions shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, levies, duties, assessments, imposts or governmental charges of whatever nature of any jurisdiction in which any successor Person to the Issuer is organized, or any political subdivision or taxing authority thereof or therein.
Upon the occurrence of a Change of Control Repurchase Event, unless the Issuer has exercised its right to redeem all of the Securities, the Issuer will make an offer to holders of the Securities to purchase all the Securities as described below (the “Change of Control Offer”), at a
purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of purchase.
Within 30 days following the date upon which the Change of Control Repurchase Event occurred or, at the Issuer’s option, prior to the date upon which such Change of Control (as defined below) occurs but after the public announcement of the pending Change of Control, the Issuer will be required to provide a notice to each holder of Securities, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 10 days nor later than 60 days from the date such notice is sent, other than as may be required by law (the “Change of Control Payment Date”). The notice, if sent prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
Holders of Securities electing to have Securities purchased pursuant to a Change of Control Offer will be required to surrender such Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Securities completed, to DTC at the address specified in the notice, or transfer such Securities to the paying agent by book entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date.
On the Change of Control Payment Date, the Issuer will, to the extent lawful (i) accept for payment all Securities or portions of Securities (in minimum denominations of $2,000 and integral multiples of $1,000 above that amount) validly tendered pursuant to the Change of Control Offer (“Tendered Securities”), (ii) deposit with the paying agent an amount equal to the aggregate purchase price in respect of Tendered Securities and (iii) deliver or cause to be delivered to the Trustee for cancellation the Tendered Securities, together with an officer’s certificate stating the aggregate principal amount of Securities being repurchased by the Issuer.
If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest to the Change of Control Payment Date will be paid on the relevant interest payment date to the person in whose name a Note is registered at the close of business on such record date.
The Issuer will not be required to make a Change of Control Offer if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuer and such third party purchases all Securities validly tendered and not withdrawn under its offer or (ii) the Issuer has previously mailed a redemption notice with respect to all of the outstanding Securities.
The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Indenture (including those related to a Change of Control Repurchase Event), the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture by virtue of the conflict.
Provisions under the Indenture relative to the Issuer’s obligation to make an offer to repurchase Securities as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the Securities.
The Change of Control Repurchase Event feature of the Notes may in certain circumstances make it more difficult or discourage a sale or takeover of the Issuer and, thus, the removal of incumbent management. Subject to certain limitations, the Issuer could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Notes, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the Issuer’s capital structure or credit ratings on the Notes.
The Issuer may not have sufficient funds to repurchase all the Notes, or any other outstanding debt securities that the Issuer would be required to repurchase, upon a Change of Control Repurchase Event.
The following terms have the meanings given to them below:
“Below Investment Grade Ratings Event” means the Securities cease to be rated Investment Grade by the Rating Agencies on any date during the period commencing on the earlier of (i) the occurrence of a Change of Control and (ii) public notice of the occurrence of a Change of Control or the Issuer’s intention to effect a Change of Control, and ending 60 days after (which 60 day period will be extended so long as the rating of the Securities is under publicly announced consideration for a possible downgrade by any Rating Agency) the consummation of a Change of Control. Notwithstanding the foregoing, a Below Investment Grade Ratings Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Ratings Event for purposes of the definition of Change of Control Repurchase Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Ratings Event).
“Change of Control” means the occurrence of any of the following: (i) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of consolidation, amalgamation or merger), in one or a series of related transactions, of all or substantially all of the Issuer’s assets and those of its Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than to the Issuer or one of its Subsidiaries; (ii) the consummation of any transaction or series of related transactions (including, without limitation, any consolidation, amalgamation, or merger or other combination (including by way of a scheme of arrangement)) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Issuer or one or more of its Subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the voting power of the Issuer’s total outstanding Voting Stock; or (iii) the adoption of a plan relating to the Issuer’s liquidation or dissolution. A transaction shall not constitute a “Change of Control” for the purposes of this definition if (i) the Issuer becomes a direct or indirect wholly-owned subsidiary of a holding company and (ii) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Issuer’s Voting Stock immediately prior to that transaction.
“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Ratings Event.
“Fitch” means Fitch Ratings, Inc., a subsidiary of Fitch Group, Inc., and its successors.
“Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch), a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); or the equivalent Investment Grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Issuer.
“Moody’s” means Moody’s Investors Service Inc., a subsidiary of Moody’s Corporation, and its successors.
“Rating Agency” means (i) each of Fitch, S&P and Moody’s and (ii) if any of Fitch, S&P or Moody’s ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating
organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Issuer as a replacement agency for Fitch, S&P or Moody’s, or each of them, as the case may be.
“S&P” means S&P Global Ratings Inc., a division of S&P Global Inc., and its successors.
“Subsidiary” means, at any relevant time, any person of which the voting shares or other interests carrying more than 50% of the outstanding voting rights attached to all outstanding voting shares or other interests are owned, directly or indirectly, by or for the Issuer and/or one or more of its subsidiaries.
“Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered security and/or indemnity reasonably satisfactory to the Trustee, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal (and premium, if any) or any interest on this Security on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture.
The Securities of this series are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of Registered Securities is registrable in the Security Register, upon surrender of a Registered Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on a Registered Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Registered Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentation of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither of the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount of this Security shall be U.S.$____________. The following decreases/increases in the principal amount of this Security have been made:
|
Date of Decrease/Increase |
Decrease in Principal Amount |
Increase
in Principal |
Total Principal
Amount |
Notation |
[OPTION OF HOLDER TO ELECT PURCHASE]
The undersigned hereby irrevocably request(s) and instruct(s) the Issuer to repurchase the Securities (or portion thereof specified below), CUSIP No. ___________ pursuant to its terms at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to the repayment date, to the undersigned, at ____________________________________ (Please print or type name and address of the undersigned).
For the Securities to be repurchased, the Trustee (or the Paying Agent on behalf of the Trustee) must receive at _____________________, or at such other place or places of which the Issuer shall from time to time notify the holder of the Securities, not more than 30 days following the date upon which the Change of Control Repurchase Event occurred as set forth in the Prospectus Supplement for the Securities, this “Option of Holder to Elect Purchase” form duly completed.
If less than the entire principal amount of the Securities is to be repaid, specify the portion thereof (which shall be in increments of the minimum denomination) which the holder elects to have repaid and specify the denomination or denominations (which shall be $2,000 or whole multiples of $1,000 in excess thereof) of the Securities to be issued to the holder for the portion not being repaid.
$_______________
DATE ___________
| NOTICE: The signature on this Option of Holder to Elect Purchase must correspond with the name as written upon the face of this Note in every particular, without alteration or enlargement or any change whatever. |
[FORM OF ASSIGNMENT]
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
(Insert assignee’s soc. sec. or tax I.D. no.)
| (Print or type assignee’s name, address and zip code) |
and irrevocably appoint
as agent for the transfer of this Security on the books of the Issuer. The agent may substitute another to act for him or her.
| Your Signature: | |||
| Date: | |||
| (Sign exactly as your name appears on the other side of this Security) |
*Signature guaranteed by:
| By: |
* The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.
Exhibit 5.1
 |
+44 20 7418 1300 davispolk.com |
Davis Polk & Wardwell London LLP The Whittington Building 4A Frederick’s Place London EC2R 8AB United Kingdom |
11 September 2026
Smith & Nephew plc
Building 5
Croxley Park, Hatters Lane
Watford Hertfordshire
WD18 8YE England
Dear Sir or Madam
Smith & Nephew plc – prospectus supplement dated 9 September 2026 relating to U.S.$700,000,000 5.750% Notes due 2036
We have acted as advisers as to English law to Smith & Nephew plc, a public limited company organised under the laws of England and Wales (the “Company”), in connection with its automatic shelf Registration Statement on Form-3 filed with the United States Securities and Exchange Commission (the “SEC”) on 11 March 2024 (the “Registration Statement”) as supplemented by the prospectus supplement dated 9 September 2026 (the “Prospectus Supplement”) for the purposes of registering, under the United States Securities Act of 1933, as amended (the “Securities Act”), the U.S.$700,000,000 aggregate principal amount of the Company’s 5.750% Notes due 2036 (the “Notes” and the registration, offer and issue of such Notes being referred to in this opinion as the “Transaction”).
For the purposes of this opinion, we have examined the documents listed in Schedule 1 to this opinion.
Capitalised terms used in this opinion shall, unless otherwise defined, have the meaning given to them in Schedule 1 and paragraphs 15 and 16 of Schedule 2 to this opinion.
This opinion is confined to matters of English law as at the date of this opinion, and this opinion and any non-contractual obligations arising out of or in relation to it are governed by and shall be construed in accordance with English law. Accordingly, we express no opinion with regard to any system of law other than English law as currently applied by the English courts. To the extent that the laws of the State of New York or of any other jurisdiction may be relevant, we have made no independent investigation thereof and our opinion is subject to the effect of such laws.
By accepting this opinion you irrevocably agree and accept that the courts of England shall have exclusive jurisdiction to hear and determine any dispute or claim arising out of or in connection with this opinion or its formation, including without limitation, (i) the creation, effect or interpretation of, or the legal relationships established by, this opinion and (ii) any non-contractual obligations arising out of or in connection with this opinion.
We assume no obligation to notify you of any future changes in law, which may affect the opinions expressed herein, or otherwise to update this opinion in any respect.
| Davis Polk & Wardwell London LLP is a limited
liability partnership formed under the laws of the State of New York, USA and is authorised and regulated by the Solicitors Regulation
Authority with registration number 566321. Davis Polk includes Davis Polk & Wardwell LLP and its associated entities |
Opinions
On the basis of our examination of the documents listed in Schedule 1 to this opinion and the other matters referred to above, and subject to the assumptions set out in Schedule 2 to this opinion, the qualifications set out in Schedule 3 to this opinion and any matters not disclosed to us, we are of the opinion that:
| 1. | Corporate existence: The Company is a company that has been duly incorporated in Great Britain and registered in England and Wales as a public company limited by shares. |
| 2. | Corporate power: The Company had the requisite corporate capacity to enter into the Indenture and has the requisite corporate capacity to issue the Notes and, in each case, to perform its obligations thereunder. |
| 3. | Corporate action: All corporate action required to be taken by the Company to authorise the execution by it of, and the performance of its obligations under, the Indenture, and to issue the Notes, has been duly taken and each of the Indenture and the Notes has been duly executed by or on behalf of the Company. |
This opinion is addressed to you solely for your own benefit for the purposes of the Prospectus Supplement to be filed under the Securities Act. It may not be disclosed or furnished to, or used or relied upon by, any other person or used or relied upon by you for any other purpose without, in any such case, our prior written consent.
We hereby give such consent to the filing of this opinion as an exhibit to a report on Form 6-K. In giving this consent, we do not admit that we come within the category of persons whose consent is required under section 7 of the Securities Act or the rules and regulations of the SEC thereunder.
| Yours faithfully |
| /s/ Davis Polk & Wardwell London LLP |
| 11 September 2026 | 2 |
Schedule
1
DOCUMENTS EXAMINED
For the purposes of this opinion, we have examined the following documents:
| 1. | a copy of the Registration Statement; |
| 2. | a copy of the executed New York law governed indenture dated 14 October 2020 (the “Base Indenture”), as amended and supplemented by a supplemental indenture dated 11 September 2026 (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”) between the Company and The Bank of New York Mellon, London Branch, as trustee; |
| 3. | a copy of the preliminary prospectus supplement dated 8 September 2026 and a copy of the final prospectus supplement dated 9 September 2026 (the “Prospectus Supplement”), each relating to the Notes; |
| 4. | copies of the executed global certificates evidencing the Notes; |
| 5. | a certificate from Deepak Nath, in his capacity as a director of the Company, dated 11 September 2026 (the “Officer’s Certificate”) having attached to it, inter alia: |
| (a) | a copy of the certificate of incorporation in respect of the Company certified to be a true and correct copy; |
| (b) | a copy of the certificate of incorporation on change of name in respect of the Company certified to be a true and correct copy; |
| (c) | a copy of the certificate of incorporation on re-registration as a public limited company in respect of the Company certified to be a true and correct copy; |
| (d) | a copy of the articles of association of the Company certified to be a true and correct copy as at: (i) the date of the meeting of the board of directors of the Company (the “Board”) held on 24 September 2020; (ii) the date of the meeting of a committee of the Board held on 7 October 2020 (the “2020 Articles”) and (iii) the date and time of the authorisation and execution of the Base Indenture; |
| (e) | a copy of the articles of association of the Company certified to be a true and correct copy as at: (i) the date of the meeting of the Board held on 22 February 2024 and (ii) the date of the Committee Resolutions (defined below) (the “2024 Articles”); |
| (f) | a copy of the articles of association of the Company certified to be a true and correct copy as at: (i) the date of the meeting of the Board held on 29 July 2026; (ii) the date and time of the authorisation and execution of the Notes and Supplemental Indenture and (iii) the date hereof (the “2026 Articles”); |
| (g) | copies of extracts of the minutes of meetings of the Board held on 24 September 2020, 22 February 2024 and 29 July 2026 (together, the “Board Minutes”), each certified to be a true and correct copy; |
| (h) | a copy of the minutes of a meeting of a committee of the Board held on 7 October 2020 (the “Committee Minutes”), certified to be a true and correct copy; |
| 11 September 2026 | 3 |
| (i) | a copy of the unanimous written resolutions of a committee of the Board dated 13 March 2024 (the “Committee Resolutions”), certified to be a true and correct copy; and |
| (j) | lists of persons duly appointed and existing as directors of the Company as at the dates of the Board Minutes, the Committee Minutes, the Committee Resolutions, the Indenture and the Notes, each certified to be a true and correct copy. |
We have relied upon the statements as to factual matters contained in or made pursuant to each of the above-mentioned documents and the search results referenced in paragraphs 15 and 16 of Schedule 2.
Except as stated above we have not examined any contracts, instruments or other documents or any corporate records of any party and have not made any other enquiries.
| 11 September 2026 | 4 |
Schedule
2
ASSUMPTIONS
For the purposes of this opinion, we have assumed:
| 1. | all documents submitted to us as originals are authentic and complete; |
| 2. | all documents submitted to us as copies, whether in physical or electronic form, conform to authentic, complete originals and, where a document has been examined by us in draft or specimen form, it will be or has been executed in the form of that draft or specimen; |
| 3. | all signatures (whether in physical or electronic form), stamps and seals on all documents that we reviewed are genuine and the person who affixed any signature (whether in physical or electronic form), or authorised the attachment and release of such signature, to any document is the person whose signature it purports to be or a person who had the authority of the person whose signature it purports to be to do so; |
| 4. | all signatures (whether in physical or electronic form) which purport to have been attested were made in the presence of the purported witness. Each of the Indenture and the Notes has been signed by a person or persons identified in the relevant Board Minutes or the Committee Minutes or the Committee Resolutions of the Company as a prospective signatory of the Indenture or of the Notes. Each signatory for whom an office or position or special authority is specified by his or her signature in fact held, at all relevant times, the specified office or position or special authority; |
| 5. | the Indenture is valid and binding on each party to it, and the Notes are valid and binding, under the laws of the State of New York by which each of the Indenture and the Notes is expressed to be governed, and that the words and phrases used in each of the Indenture and the Notes have the same meaning and effect as they would have if it were governed by English law; |
| 6. | the capacity, power and authority to execute, deliver and perform the Indenture by or on behalf of each of the parties (other than the Company) thereto; |
| 7. | the Notes have been duly authenticated and issued in accordance with the provisions of the Indenture, and the name of each holder of a Note will be correctly registered in the register maintained for that purpose; |
| 8. | the Indenture has been duly authorised, executed and delivered by each of the parties thereto in accordance with all applicable laws (other than, in the case of the Company, the laws of England); |
| 9. | each of the Indenture and the Notes constitutes, legal, valid and binding obligations of each of the parties thereto enforceable under all applicable laws; |
| 10. | the provisions of the articles of association of the Company which limit the directors’ authority to borrow and any other limitation on the Company duly and properly to issue the Notes have been and will be duly observed; |
| 11. | in relation to the Company: |
| (a) | the certificate of incorporation in the form referred to in paragraph 6(a) of 3.Schedule 1 to this opinion, the certificate of incorporation on change of name in the form referred to in paragraph 6(b) of Schedule 1 to this opinion and the certificate of incorporation on re-registration as a public limited company in the |
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form referred to in paragraph 6(c) of 3.Schedule 1 to this opinion are in force on the date hereof;
| (b) | the 2020 Articles, in the form referred to in paragraph 6(d) of 3.Schedule 1 to this opinion, were in force at the date and time of authorisation and execution of the Base Indenture; |
| (c) | the 2024 Articles, in the form referred to in paragraph 6(e) of Schedule 1 to this opinion, were in force at the date and time of authorisation of the Registration Statement; |
| (d) | the 2026 Articles, in the form referred to in paragraph 6(f) of Schedule 1 to this opinion, were in force at the date and time of authorisation and execution of the Notes and the Supplemental Indenture and are in force on the date hereof; |
| (e) | that each of the Board Minutes, the Committee Minutes and the Committee Resolutions, in the form referred to in paragraphs 6(g), 6(h) and 6(i) of Schedule 1 to this opinion, are complete and correct, and that, in each case, no amendment has been made thereto; |
| (f) | (i) that each of the meetings of the Board and each of the meetings of a committee of the Board referred to in the Board Minutes and the Committee Minutes, respectively, were properly constituted and convened; (ii) that all relevant policies and procedures of the Company, including the terms of any delegation of authority to any committee of the board of directors of the Company were complied with; (iii) that a quorum of properly appointed directors of the Company (holding the necessary offices and meeting the other requirements for the purposes of forming a quorum) was present throughout and that the resolutions referred to therein were properly passed at such meetings and that all relevant provisions of the Companies Act 2006 and the articles of association of the Company were duly observed; and (iv) that such resolutions have not been amended, revoked or rescinded and are in full force and effect; and |
| (g) | that the Committee Resolutions were properly passed as written resolutions in accordance with the articles of association of the Company, that all eligible members of the committee (holding the necessary offices and being all the members of that committee who would have been entitled to vote on the matter had it been proposed as a resolution at a committee meeting (but excluding any member whose vote is not to be counted in respect of the particular matter)) have signed one or more copies of the Committee Resolutions or otherwise indicated agreement in writing to such Committee Resolutions, that all relevant policies and procedures of the Company were complied with, that all relevant provisions of the resolutions of the Board appointing the Committee, the Companies Act 2006 and the articles of association of the Company were duly observed, and that such resolutions have not been amended, revoked or rescinded and are in full force and effect; |
| 12. | each of the statements contained in the Officer’s Certificate is true and correct as at the date thereof and as at the date hereof; |
| 13. | the directors of the Company and members of any committee appointed by the directors acted in good faith and in accordance with their duties under all applicable laws and the articles of association of the Company in authorising the execution of each of the Indenture and the Notes; |
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| 14. | the execution and delivery of the Indenture did, and the issue of the Notes by the Company do, and the exercise of its rights and performance of its obligations under the Indenture did, and under the Notes will, sufficiently benefit, and the same were and are in the interests of, the Company; |
| 15. | the information revealed by our search of the entries shown on the Companies House Direct online service on 13 October 2020 and the information revealed by our search at Companies House in England and Wales on 19 March 2024 and 10 September 2026 (together, the “Company Searches”) was accurate and complete in all respects, included all relevant information which should properly have been submitted to the Registrar of Companies and has not since the time of our search on 10 September 2026 been altered; |
| 16. | the information revealed by the results of a telephone search with the Companies Court in London of the Central Registry of Winding Up Petitions on 13 October 2020 and the information revealed by the results of a telephone search with the Insolvency and Companies List (formerly known as the Companies Court) in London of the Central Registry of Winding Up Petitions on 19 March 2024 and 10 September 2026 (together, the “Central Registry Searches”) was accurate and complete in all respects, included all relevant information and has not since the time of our search on 10 September 2026 been altered; |
| 17. | no foreign law which may apply with respect to the Indenture or the Notes or the transactions and matters contemplated thereby would be such as to affect any of the conclusions stated herein; |
| 18. | the Indenture was delivered by each party thereto on the date of execution of such agreement and is not subject to any escrow or other similar arrangement; |
| 19. | the Indenture has been, and the Notes will be, performed in accordance with its or their terms and none of them has been amended or modified in any way, and there were and are no other arrangements nor any course of dealings which modify, supersede or otherwise affect any of the terms thereof, and no unknown facts or circumstances which are not apparent from the face of such documents which may affect the conclusions in this opinion; |
| 20. | none of the parties to the Indenture was or is restricted by contract or any other arrangement binding on it from entering into the Indenture or, in the case of the Company, making any offer or issue of Notes and that none of the parties to the Indenture has entered into any documents other than those referred to in this opinion or other arrangements which could affect the validity of this opinion; |
| 21. | the Notes have been and will be offered and sold in accordance with the provisions of the Indenture and as described in the Registration Statement and Prospectus Supplement and there will be no provision in any other supplement relating to the Notes or any other document which would affect the content of this opinion; |
| 22. | (i) the Indenture has at all times reflected, and reflects, and the Notes reflect, the commercial intentions of the parties thereto; (ii) the Indenture and the Notes were entered into in good faith on arm’s length terms; (iii) each party made its own independent decision to enter into the Indenture and, in the case of the Company, the Notes; and (iv) in respect of any party to the Indenture and, in the case of the Notes, the Company and, in each case, its respective directors, employees, agents and advisers, there was and is and, in the case of the Notes, is, no bad faith, fraud, coercion, duress or undue influence; |
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| 23. | all statements made as to matters of fact and all representations and warranties given by the respective parties in the documents that we have reviewed were and are true, accurate and complete; |
| 24. | each person who is a party to the Indenture or otherwise involved in the Transaction has complied with and will comply with all applicable provisions of Regulation (EU) No. 596/2014 on market abuse as it forms part of the laws of the United Kingdom (“UK MAR”), Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”), the Financial Services and Markets Act 2000, as amended (the “FSMA”) and the Financial Services Act 2012, as amended (the “FSA”) and any regulations made under any of UK MAR, the POATRs, the FSMA and the FSA with respect to anything done or to be done by it in connection with the Notes, the Indenture or the Transaction in, from, or otherwise involving the United Kingdom including, without limitation, Article 14 (prohibition of insider dealing etc) and Article 15 (prohibition of market manipulation) of UK MAR, section 19 (the general prohibition) and section 21 (restrictions on financial promotion) of the FSMA, and section 89 (misleading statements), section 90 (misleading impressions) and section 91 (misleading statements etc in relation to benchmarks) of the FSA; |
| 25. | no Notes have been or will be offered in the United Kingdom to any “retail investor” within the meaning given to that term in the Consumer Composite Investments (Designated Activities) Regulations 2024; and |
| 26. | each person who is involved in the Transaction (whether as a party to the Indenture or otherwise) has complied and will continue to comply with all applicable anti-corruption, anti-money laundering, anti-terrorism, sanctions and human rights laws and regulations and that the performance and enforcement of the Indenture and the Notes is consistent therewith. |
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Schedule
3
QUALIFICATIONS
Our opinion is subject to the following qualifications:
| 1. | the Company Searches are not capable of revealing conclusively whether or not, inter alia, (i) a winding-up order has been made or a resolution passed for the winding up of a company; or (ii) an administration order has been made; or (iii) a receiver, administrative receiver, administrator, liquidator or monitor has been appointed; or (iv) a court order has been made under the Cross-Border Insolvency Regulations 2006, since notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, may not be entered on the electronic records of the relevant company immediately. In addition, the Company Searches are not capable of revealing, prior to the making of the relevant order or the appointment of an administrator otherwise taking effect, whether or not a winding-up petition or an application for an administration order has been presented or notice of intention to appoint an administrator under paragraphs 14 or 22 of Schedule B1 to the Insolvency Act 1986 or an application for a moratorium (or an extension to an existing moratorium) has been filed with the court; |
| 2. | the Central Registry Searches relate only to the presentation of (i) a petition for the making of a winding-up order or the making of a winding-up order by the Court; (ii) an application to the High Court of Justice in London for the making of an administration order and the making by such court of an administration order; and (iii) a notice of intention to appoint an administrator or a notice of appointment of an administrator filed at the High Court of Justice in London. The Central Registry Searches are not capable of revealing conclusively whether or not such a winding-up petition, application for an administration order, notice of intention or notice of appointment has been presented or winding-up or administration order granted; |
| 3. | this opinion is subject to all applicable laws relating to bankruptcy, insolvency, liquidation, administration, voluntary arrangement, scheme of arrangement, moratorium, reorganisation, rescheduling, fraudulent transfer, preference, transactions at undervalue or other laws of general application relating to or affecting the rights of creditors. |
| 4. | we express no opinion on whether the entry into of the Indenture or issuance of the Notes may have resulted or may result in the breach of any restrictions imposed on any of the parties by its constitutional documents or by any instrument to which any such person is a party or by which it may be bound; |
| 5. | legislation, treasury rules and other laws and regulations in England and Wales restrict or prohibit payments, transactions and dealings with assets and individuals or entities having a proscribed connection with certain countries or subject to international sanctions or associated with terrorism; |
| 6. | we have not been responsible for investigating or verifying the accuracy of the facts, including the statements of foreign law or the reasonableness of any statement or opinion or intention contained in or relevant to the Registration Statement, Prospectus Supplement or any other document referred to therein, or that no material facts have been omitted therefrom; and |
| 7. | we express no opinion as to whether the Registration Statement or Prospectus Supplement (or any part of either of them) contains all the information required to be contained in it or whether the persons responsible for the Registration Statement or Prospectus Supplement have discharged their obligations thereunder. |
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Exhibit 5.2
 |
Davis Polk & Wardwell London llp The Whittington Building 4A Frederick’s Place London EC2R 8AB davispolk.com |
September 11, 2026
Smith & Nephew plc
Building 5
Croxley Park, Hatters Lane
Watford Hertfordshire
WD18 8YE England
Ladies and Gentlemen:
Smith & Nephew plc, a public limited company organized under the laws of England and Wales (the "Company"), has filed with the Securities and Exchange Commission a Registration Statement on Form
F-3ASR (File No. 333-277815) (the "Registration Statement") for the purpose of registering under the Securities Act of 1933, as amended (the "Securities Act"), certain securities, including $700,000,000 aggregate principal amount of the Company's 5.750% Notes due 2036 (the “Notes”). The Notes are to be issued pursuant to the provisions of the Indenture dated as of October 14, 2020 (the “Base Indenture") between the Company and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), as supplemented and amended by a supplemental indenture dated as of September 11, 2026 between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). The Securities are to be sold pursuant to an Underwriting Agreement dated as of September 9, 2026 (the "Base Underwriting Agreement") among the Company and the several underwriters listed in Schedule I to the Pricing Agreement attached thereto (the "Underwriters") and the Pricing Agreement dated as of September 9, 2026 (the "Pricing Agreement" and, together with the Base Underwriting Agreement, the "Underwriting Agreement").
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, assuming that the Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, the Notes will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors' rights, provided that we express no opinion as to the enforceability of any waiver of rights under any usury or stay law or the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Notes to the extent determined to constitute unearned interest.
| Davis Polk & Wardwell London
LLP is a limited liability partnership formed under the laws of the State of New York, USA and is authorised and regulated by the
Solicitors Regulation Authority with registration number 566321. Davis Polk includes Davis Polk & Wardwell LLP and its associated entities |
|
Smith & Nephew plc |
In connection with the opinion expressed above, we have assumed that the Company is validly existing as a corporation under the laws of England and Wales. In addition, we have assumed that the Indenture and the Notes (collectively, the "Documents") are valid, binding and enforceable agreements of each party thereto. We have also assumed that the execution, delivery and performance by each party to each Document to which it is a party (a) are within its corporate powers, (b) do not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of such party, (c) require no action by or in respect of, or filing with, any governmental body, agency or official and (d) do not contravene, or constitute a default under, any provision of applicable law or public policy or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon such party.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, except that we express no opinion as to (i) any law, rule or regulation that is applicable to the Company or the Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate or (ii) any law, rule or regulation relating to national security. Insofar as the foregoing opinion involves matters governed by the laws of England and Wales, we have relied on the English law opinion of Davis Polk & Wardwell London LLP to be filed as an exhibit to a report on Form 6-K to be filed by the Company on the date hereof and our opinion is subject to the qualifications, assumptions and limitations set forth therein.
We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption "Legal Matters" in the prospectus supplement which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell London LLP
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