Smith & Nephew PLC 6-K, filed Oct 5, 2022
Smith & Nephew PLC (SNN)
6-K
2022-10-05
For: 2022-10-05
View Original
Added on
July 04, 2026
About this 6-K
Smith & Nephew PLC filed this 6-K on October 5, 2022.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of
1934
October 05, 2022
Commission
File Number 001-14978
SMITH & NEPHEW plc
(Registrant's
name)
Building 5, Croxley Park,
Hatters Lane, Watford, Hertfordshire, WD18 8YE,
England
(Address
of registrant's principal executive offices)
[Indicate
by check mark whether the registrant files or will file
annual
reports
under cover Form 20-F or Form 40-F.]
Form
20-F
X
Form 40-F
---
---
[Indicate
by check mark if the registrant is submitting the Form 6-K
in
paper
as permitted by Regulation S-T Rule 101(b)(1).]
Yes
No X
---
---
[Indicate
by check mark if the registrant is submitting the Form 6-K
in
paper
as permitted by Regulation S-T Rule 101(b)(7).]
Yes
No X
---
---
[Indicate
by check mark whether by furnishing the information
contained
in this
Form, the registrant is also thereby furnishing information to
the
Commission
pursuant to Rule 12g3-2 (b) under the Securities Exchange Act
of
1934.]
Yes
No X
---
---
If
"Yes" is marked, indicate below the file number assigned to
the
registrant
in connection with Rule 12g3-2 (b) : 82- n/a.
Smith & Nephew plc
5 October 2022
SMITH+NEPHEW PRICES EURO BOND ISSUE
Smith & Nephew plc (LSE:SN, NYSE:SNN) ("Smith+Nephew") has
completed the pricing of Euro 500,000,000 4.565% Notes due
2029 (the "Notes").
The proceeds to Smith+Nephew (after expenses and underwriting
discounts) of Euro 495,955,637 from the Notes will be
used for general corporate purposes, including repayment
of the amounts outstanding under Smith+Nephew's €265
million term loan due April 2023 and €223 million term loan
due May 2023, including fees and expenses related
thereto.
The offering is scheduled to close on 11 October 2022, 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 Merrill Lynch International by calling toll free at
+1-800-294-1322; Mizuho International plc by calling collect at +44
(0) 20 7248 3920; SMBC Nikko Capital Markets Limited by calling
collect at +44 (0) 20 4507 5017; or Société
Générale by calling collect at +33 (0) 1 42 13 32
16.
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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Andrew Swift
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+44 (0) 1923 477433
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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 company that exists
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
franchises 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 $5.2 billion in 2021.
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.
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: risks
related to the impact of COVID, such as the depth and longevity of
its impact, government actions and other restrictive measures taken
in response, material delays and cancellations of elective
procedures, reduced procedure capacity at medical facilities,
restricted access for sales representatives to medical facilities,
or our ability to execute business continuity plans as a result of
COVID; economic and financial conditions in the markets we serve,
especially those affecting health care providers, payers and
customers (including, without limitation, as a result of COVID);
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
(including, without limitation, as a result of COVID); 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 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.
Smith
& Nephew Plc
(Registrant)
Date: October
05, 2022
By: /s/
Helen Barraclough
-----------------
Helen
Barraclough
Company
Secretary