Smith & Nephew PLC 6-K, filed Mar 14, 2024
Smith & Nephew PLC (SNN)
6-K
2024-03-14
For: 2024-03-14
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Added on
July 04, 2026
About this 6-K
Smith & Nephew PLC filed this 6-K on March 14, 2024.
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 under the
Securities Exchange Act of 1934
March
14, 2024
Commission
File Number 001-14978
SMITH & NEPHEW plc
(Registrant’s
name)
Building 5, Croxley Park, Hatters Lane
Watford, England, WD18 8YE
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F ✓
Form 40-F __
Smith & Nephew plc
March 14, 2024
SMITH+NEPHEW PRICES USD BOND ISSUE
Smith & Nephew plc (LSE:SN, NYSE:SNN) ("Smith+Nephew") has
completed the pricing of USD 350,000,000 5.150%
Notes due 2027 and USD 650,000,000 5.400%
Notes due 2034 (the "Notes").
The proceeds to Smith+Nephew (after expenses and underwriting
discounts) of USD 990,630,650 from the Notes will be used to
repay the amount outstanding under our revolving credit facility
(which we drew down to fund the redemption in 2023 of our 3.26%
private placement notes due 2023, our 3.89% private placement notes
due 2024 and our floating rate private placement notes due 2024 and
in connection with our recent acquisition of CartiHeal), to redeem
at maturity our 3.36% private placement notes due 2024, and
otherwise for general corporate purposes.
The offering is scheduled to close on March 20, 2024, subject to the
satisfaction of customary conditions.
Smith+Nephew has filed a registration statement (including a
prospectus) with the U.S. Securities and Exchange
Commission (the "SEC") for the offering to which this communication
relates. Investors should read the prospectus in such
registration statement and other documents Smith+Nephew has filed
with the SEC for more complete information about Smith+Nephew and
this offering. You may get these documents for free by visiting the
SEC web site at www.sec.gov. Alternatively, you may obtain a
copy of the Prospectus and Preliminary Prospectus Supplement
from J.P. Morgan Securities LLC by calling collect
+1-212-834-4533, HSBC Securities (USA) Inc. by calling toll-free at
+1-866-811-8049, Mizuho Securities USA LLC by calling toll-free at
+1-866-271-7403 or SG Americas Securities, LLC by calling toll-free
at +1-855-881-2108.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
Enquiries
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Investors
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Katharine Rycroft
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+44 (0) 7811 270734
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Smith+Nephew
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Media
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Charles Reynolds
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+44 (0) 1923 477314
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Smith+Nephew
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Susan Gilchrist / Ayesha Bharmal
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+44 (0) 20 7404 5959
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Brunswick
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Legal Entity Identifier: 213800ZTMDN8S67S1H61
About Smith+Nephew
Smith+Nephew is a portfolio medical technology business focused on
the repair, regeneration and replacement of soft and hard tissue.
We exist to restore people's bodies and their self-belief by using
technology to take the limits off living. We call this purpose
'Life Unlimited'. Our 18,000 employees deliver this mission every
day, making a difference to patients' lives through the excellence
of our product portfolio, and the invention and application of new
technologies across our three global business units of
Orthopaedics, Sports Medicine & ENT and Advanced Wound
Management.
Founded in Hull, UK, in 1856, we now operate in more than 100
countries, and generated annual sales of $5.5 billion in 2023.
Smith+Nephew is a constituent of the FTSE100 (LSE:SN, NYSE:SNN).
The terms 'Group' and 'Smith+Nephew' are used to refer to Smith
& Nephew plc and its consolidated subsidiaries, unless the
context requires otherwise.
For more information about Smith+Nephew, please
visit www.smith-nephew.com and
follow us
on X, LinkedIn, Instagram or Facebook.
Forward-looking statements
This document may contain forward-looking statements that may or
may not prove accurate. For example, statements regarding expected
revenue growth and trading profit margins, market trends and our
product pipeline are forward-looking statements. Phrases such as
"aim", "plan", "intend", "anticipate", "well-placed", "believe",
"estimate", "expect", "target", "consider" and similar expressions
are generally intended to identify forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause actual
results to differ materially from what is expressed or implied by
the statements. For Smith+Nephew, these factors include: political
conflicts in Europe and the middle east, economic and financial
conditions in the markets we serve, especially those affecting
health care providers, payers and customers; price levels for
established and innovative medical devices; developments in medical
technology; regulatory approvals, reimbursement decisions or other
government actions; product defects or recalls or other problems
with quality management systems or failure to comply with related
regulations; litigation relating to patent or other claims; legal
compliance risks and related investigative, remedial or enforcement
actions; disruption to our supply chain or operations or those of
our suppliers; competition for qualified personnel; strategic
actions, including acquisitions and dispositions, our success in
performing due diligence, valuing and integrating acquired
businesses; disruption that may result from transactions or other
changes we make in our business plans or organisation to adapt to
market developments; relationships with healthcare professionals;
reliance on information technology and cybersecurity; and numerous
other matters that affect us or our markets, including those of a
political, economic, business, competitive or reputational nature.
Please refer to the documents that Smith+Nephew has filed with the
U.S. Securities and Exchange Commission under the U.S. Securities
Exchange Act of 1934, as amended, including Smith+Nephew's most
recent annual report on Form 20-F, for a discussion of certain of
these factors. Any forward-looking statement is based on
information available to Smith+Nephew as of the date of the
statement. All written or oral forward-looking statements
attributable to Smith+Nephew are qualified by this caution.
Smith+Nephew does not undertake any obligation to update or revise
any forward-looking statement to reflect any change in
circumstances or in Smith+Nephew's expectations.
◊ Trademark
of Smith+Nephew. Certain marks are registered with the US Patent
and Trademark Office.
United Kingdom
The communication of the prospectus supplement and the accompanying
prospectus and any other documents or materials relating to the
Notes is not being made, and such documents and/or materials have
not been approved, by an authorized person for the purposes of
Section 21 of the United Kingdom's Financial Services and Markets
Act 2000, as amended (the "FSMA"). Accordingly, such documents
and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. Such
documents and/or materials are only being distributed to, and are
only directed at, persons outside the United Kingdom or in the
United Kingdom to persons that (i) have professional experience in
matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the "Order"), (ii) who fall within Article
49(2)(a) to (d) of the Order or (iii) to whom it may otherwise
lawfully be communicated (all such persons together being referred
to as "relevant persons"). The Notes are only available to, and any
invitation, offer or agreement to purchase or otherwise acquire
such Notes will be engaged in only with, relevant
persons.
Prohibition of Sales to United Kingdom Retail
Investors
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom. For these
purposes, a retail investor means a person who is one (or more) of:
(i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law in the
United Kingdom by virtue of the European Union (Withdrawal) Act
2018 (the "EUWA"); or (ii) a customer within the meaning of the
provisions of the FSMA and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97 (as amended,, where that
customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law in the United Kingdom by virtue of the
EUWA ("UK MiFIR"). Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of
domestic law in the United KIngdom by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the UK has been
prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the United Kingdom
may be unlawful under the UK PRIIPs Regulation.
Prohibition of Sales to EEA Retail Investors
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (the
"EEA"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II); or
(ii) a customer within the meaning of Directive (EU) 2016/97 (as
amended, the "Insurance Distribution Directive") where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. Consequently no key
information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes
or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
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.
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Smith & Nephew plc
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(Registrant)
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Date:
March 14, 2024
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By:
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/s/
Helen Barraclough
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Helen
Barraclough
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Company
Secretary
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