Smith & Nephew PLC 6-K, filed Aug 14, 2023
Smith & Nephew PLC (SNN)
6-K
2023-08-14
For: 2023-08-14
View Original
Added on
April 07, 2026
About this 6-K
Smith & Nephew PLC filed this 6-K on August 14, 2023.
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
August
14, 2023
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
14 AUGUST 2023
NOTIFICATION AND PUBLIC DISCLOSURE IN ACCORDANCE WITH THE
REQUIREMENTS OF THE EU MARKET ABUSE REGULATION OF TRANSACTIONS BY
PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES ("PDMR") AND
PERSONS CLOSELY ASSOCIATED WITH THEM.
1. AWARDS MADE UNDER THE GLOBAL SHARE PLAN
2020
On 11 August 2023, the following awards of US$0.20 ordinary shares
(the "Shares") in Smith & Nephew plc (the "Company") were
granted under the Smith & Nephew Global Share Plan 2020. The
awards have been made in London and are based on the closing Share
price on the London Stock Exchange on 11 August 2023 of
£11.24.
i. PERFORMANCE SHARE PROGRAMME 2023 AWARD GRANTED UNDER
THE SMITH & NEPHEW GLOBAL SHARE PLAN 2020
The Remuneration Committee has approved performance conditions
attached to the vesting of this award, which are detailed below.
This award will vest on 9 March 2026, subject to the achievement of
the performance conditions which are measured over the period 1
January 2023 to 31 December 2025 as set out below.
The number of shares subject to the above awards are shown at
target vesting. Should maximum vesting be achieved, the participant
will receive 2x the number of shares shown below. The participant
will receive an additional number of shares equivalent to the
amount of dividend payable per vested share during the relevant
performance period.
The following relates to the individual included in this
section:
|
Reason for the notification
|
|
|
Initial notification /Amendment
|
Initial notification
|
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
|
Name
|
Smith & Nephew plc
|
|
LEI
|
213800ZTMDN8S67S1H61
|
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
|
Description
of the financial instrument, type of instrument
|
Smith
& Nephew plc Ordinary Shares of USD 0.20
each
|
|
Identification code
|
ISIN: GB0009223206
|
|
Nature of the transaction
|
Performance Share Awards granted at target under the Smith &
Nephew Global Share Plan 2020.
|
|
Date of Transaction
|
11 August 2023
|
|
Place of Transaction
|
Grant took place outside a trading venue
|
|
Name (Position)
|
Director / PDMR
|
Price (£)
|
Volume
|
Aggregated information
|
|
Rohit Kashyap
(President Advanced Wound Management and Global Commercial
Operations)
|
PDMR
|
11.24
|
47,339
|
N/A Single Transaction
|
The
award made is subject to four equally weighted performance
measures: Total Shareholder Return (TSR), Return on Invested
Capital (ROIC), Global Revenue Growth and Cumulative Free Cash
Flow. Page 138 of the 2022 Annual Report explains how TSR will be
measured and defines the calculation of ROIC with reference to the
methodology on page 136.
The award is subject to TSR as follows. Details of the two equally
weighted peer groups are defined on page 138 of the 2022 Annual
Report.
|
|
Award
vesting as % of salary at date of grant
|
|
|
|
Sector
based peer group
|
FTSE100
peer group
|
|
Below
the index
|
Nil
|
Nil
|
|
Equaling
the index
|
8.6%
|
8.6%
|
|
8%
above the index
|
34.4%
|
34.4%
|
Awards
vest on a straight-line basis between these points. The maximum has
been set significantly above target reflecting the maximum
opportunity for outperformance.
The
award is subject to ROIC as follows:
|
Return
on Invested Capital
Year
ended 31 December 2025
|
Award
vesting as a % of salary
|
|
Below
8.5%
|
Nil
|
|
8.5%
|
17.2%
|
|
9.5%
|
34.4%
|
|
10.5%
|
68.8%
|
Awards
vest on a straight-line basis between these points.
The
award is subject to Revenue Growth as follows:
|
Revenue
Growth
Three
years ended 31 December 2025
|
Award
vesting as a % of salary
|
|
Below
Threshold
|
Nil
|
|
Threshold
(-8% of target)
|
17.2%
|
|
Target
- set by reference to our expectations
|
34.4%
|
|
Maximum
or above (+8% of target)
|
68.8%
|
Awards
vest on a straight-line basis between these points.
The
award is subject to Cumulative Free Cash Flow as
follows:
|
Cumulative
Free Cash Flow
Three
years ended 31 December 2025
|
Award
vesting as a % of salary
|
|
Below
Threshold
|
Nil
|
|
Threshold
(-20% of target)
|
17.2%
|
|
Target
- set by reference to our expectations
|
34.4%
|
|
Maximum
or above (+10% of target)
|
68.8%
|
Awards
vest on a straight-line basis between these points.
Revenue
Growth and Cumulative Free Cash Flow targets for the three years
ended 31 December 2025 for this award, even though now determined,
will not be disclosed until the 2025 Annual Report, when the
Remuneration Committee will discuss performance against the
targets. It is not possible to disclose precise targets at the time
of grant to avoid giving commercially sensitive information to our
competitors concerning our growth plans.
ii. RETENTION
SHARE AWARD GRANTED UNDER THE SMITH & NEPHEW GLOBAL SHARE PLAN
2020
|
Reason for the notification
|
|
|
Initial notification /Amendment
|
Initial notification
|
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
|
Name
|
Smith & Nephew plc
|
|
LEI
|
213800ZTMDN8S67S1H61
|
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
|
Description
of the financial instrument, type of instrument
|
Smith
& Nephew plc Ordinary Shares of USD 0.20 each
|
|
Identification code
|
ISIN: GB0009223206
|
|
Nature of the transaction
|
Retention Share Award granted under the Smith & Nephew Global
Share Plan 2020.
|
|
Date of Transaction
|
11 August 2023
|
|
Place of Transaction
|
Grant took place outside a trading venue
|
|
Name (Position)
|
Director / PDMR
|
Price (£)
|
Volume
|
Aggregated information
|
|
Rohit Kashyap
(President Advanced Wound Management and Global Commercial
Operations)
|
PDMR
|
11.24
|
69,604
|
N/A Single Transaction
|
One third of the above retention award will vest on 12 August 2024,
a further third will vest on 11 August 2025 and the final third
will vest on 11 August 206. Each vesting is subject to Rohit
Kashyap remaining in the employment of the Group on the date of
vestings, not being under notice and have not achieved an
"unsatisfactory performance" rating for his personal performance in
the year prior to each vesting date
2. TRANSACTIONS
IN AMERICAN DEPOSITORY SHARES AS PARTICIPANTS OF THE COMPANY'S
EMPLOYEE STOCK PURCHASE PLAN.
On 28 July 2023, Smith & Nephew plc (the "Company") received
notification of the following transactions as detailed
below.
|
Reason for the notification
|
|
|
Initial notification /Amendment
|
Initial notification
|
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
|
Name
|
Smith & Nephew plc
|
|
LEI
|
213800ZTMDN8S67S1H61
|
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
|
Description
of the financial instrument, type of instrument
|
Smith
& Nephew plc SPON ADR American Depositary Shares
(ADS)
|
|
Identification code
|
ISIN: US83175M2052
|
|
Nature of the transaction
|
Transactions in American Depository Shares as participants of the
Company's Employee Stock Purchase Plan.
|
|
Place of Transaction
|
New York Stock Exchange
|
|
Aggregated Information
|
N/A Single Transactions
|
|
Name
|
Director / PDMR
|
Date of Transaction
|
Nature of Transaction
|
No. of ADS
|
Price ($)
|
|
Bradley Cannon
(President Sports Medicine & ENT)
|
PDMR
|
21.05.2023
|
DRIP pursuant to 2022 final dividend payment
|
50.79925
|
32.0239
|
|
Mizanu Kebede
(Chief Quality and Regulatory Affairs Officer)
|
PDMR
|
21.05.2023
28.10.2022
|
DRIP pursuant to 2022 final dividend payment
DRIP pursuant to 2022 interim dividend payment
|
11.39024
4.16015
|
32.0239
23.7852
|
|
Deepak Nath
(Chief Executive Officer)
|
Director
|
21.05.2023
11.01.2023
|
Purchase
DRIP pursuant to 2022 final dividend payment
|
6.30779
446.90726
|
32.0239
22.86
|
|
Paul Connolly
(President Global Operations)
|
PDMR
|
21.05.2023
11.01.2023
|
DRIP pursuant to 2022 final dividend payment
Purchase
|
4.76051
446.90726
|
32.0239
22.86
|
|
Scott Schaffner
(President Sports Medicine)
|
PDMR
|
21.05.2023
|
DRIP pursuant to 2022 final dividend payment
|
27.20031
|
32.0239
|
|
Alison Parkes
(Chief Compliance Officer)
|
PDMR
|
21.05.2023
|
DRIP pursuant to 2022 final dividend payment
|
14.683.72
|
32.0239
|
* including those held by Persons Closely Associated with the
Director/PDMR. All figures in these columns are stated to 5 decimal
places where applicable.
3. PURCHASE
OF ORDINARY SHARES THROUGH THE COMPANY'S DIVIDEND RE-INVESTMENT
PLAN FOLLOWING THE 2022 INTERIM DIVIDEND PAYMENT ON 26 OCTOBER
2022
|
Reason for the notification
|
|
|
Initial notification /Amendment
|
Initial notification (Note: late notification)
|
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
|
Name
|
Smith & Nephew plc
|
|
LEI
|
213800ZTMDN8S67S1H61
|
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
|
Description
of the financial instrument, type of instrument
|
Smith
& Nephew plc SPON ADR American Depositary Shares
(ADS)
|
|
Identification code
|
ISIN: US83175M2052
|
|
Nature of the transaction
|
Purchase of ordinary shares through the Company's Dividend
Re-Investment Plan following the 2022 interim dividend
payment
|
|
Date of Transaction
|
2022 - 10 - 26
|
|
Place of Transaction
|
London Stock Exchange
|
|
Name
|
Director / PDMR
|
Price
|
Volume
|
Aggregated information
|
|
Helen Barraclough
(Group General Counsel and Company Secretary)
|
PDMR
|
£10.01893
|
302.8665
|
N/A Single Transaction
|
Sarah Carne
Deputy Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
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: August
14, 2023
By: /s/
Helen Barraclough
-----------------
Helen
Barraclough
Company
Secretary