Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
May 21 2021 - 1:17PM
Edgar (US Regulatory)
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
May 21, 2021
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
21 May 2021
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.
On 21 May 2021 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 20 May 2021 of
£15.495.
1. PERFORMANCE SHARE PROGRAMME
2021 AWARDS GRANTED UNDER THE SMITH & NEPHEW GLOBAL SHARE PLAN
2020
The Remuneration Committee has approved performance conditions
attached to the vesting of these awards, which are detailed below.
These awards will vest on 21 May 2024 for the Executive Directors
and 9 March 2024 for the other participants, subject to the
achievement of the performance conditions which are measured over
the period 1 January 2021 to 31 December 2023 as set out
below.
The number of shares subject to the above awards are shown at
target vesting. Should maximum vesting be achieved, participants
will receive 2x the number of shares shown below. Participants 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 all individuals 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 on 21 May 2021 under the
Smith & Nephew Global Share Plan 2020.
|
Date of Transaction
|
2021 - 05 - 21
|
Place of Transaction
|
London Stock Exchange (XLON)
|
Name (Position)
|
Director / PDMR
|
Price (£)
|
Volume
|
Aggregated information
|
Bradley Cannon
(President Sports Medicine & ENT)
|
PDMR
|
15.495
|
57,367
|
N/A Single Transaction
|
Peter Coenen
(President EMEA Region)
|
PDMR
|
15.495
|
31,627
|
N/A Single Transaction
|
Phil Cowdy
(Chief Business Development & Corporate Affairs
Officer)
|
PDMR
|
15.495
|
25,605
|
N/A Single Transaction
|
Roland Diggelmann
(Chief Executive Officer)
|
Executive
Director
|
15.495
|
96,174
|
N/A Single Transaction
|
Myra Eskes
(President APAC Region)
|
PDMR
|
15.495
|
32,625
|
N/A Single Transaction
|
Simon Fraser
(President Advanced Wound Management)
|
PDMR
|
15.495
|
49,153
|
N/A Single Transaction
|
Melissa Guerdan
(Chief Quality & Regulatory Affairs Officer)
|
PDMR
|
15.495
|
30,423
|
N/A Single Transaction
|
Skip Kiil
(President Orthopaedics)
|
PDMR
|
15.495
|
70,367
|
N/A Single Transaction
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
15.495
|
32,622
|
N/A Single Transaction
|
Anne-Françoise Nesmes
(Chief Financial Officer)
|
Executive
Director
|
15.495
|
51,468
|
N/A Single Transaction
|
Catheryn O'Rourke
(Chief Legal & Compliance Officer)
|
PDMR
|
15.495
|
34,098
|
N/A Single Transaction
|
Vasant Padmanabhan
(President Research & Development)
|
PDMR
|
15.495
|
31,967
|
N/A Single Transaction
|
Susan Swabey
(Company Secretary)
|
PDMR
|
15.495
|
5,484
|
N/A Single Transaction
|
As
explained on page 119 of the 2020 Annual Report the performance
conditions applying to these awards have been determined by the
Remuneration Committee having now had more time to understand how
COVID-19 might impact upon our business between 2021 and
2023.
The
awards made to the Executive Directors are 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 119 of the 2020 Annual Report
explains how TSR will be measured and defines the calculation of
ROIC.
The awards subject to TSR will vest as follows. The two equally
weighted peer groups are defined on page 119 of the 2020 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
will vest on a straight-line basis between these points. The
maximum has been set significantly above target reflecting the
maximum opportunity for outperformance.
The
awards subject to ROIC will vest as follows:
Return
on Invested Capital
Year
ended 31 December 2023
|
Award
vesting as a % of salary
|
Below
9.8%
|
Nil
|
9.8%
|
17.2%
|
11.8%
|
34.4%
|
13.8%
|
68.8%
|
Awards
will vest on a straight-line basis between these
points.
The
awards subject to Revenue Growth will vest as follows:
Three
years ended 31 December 2023
|
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
will vest on a straight-line basis between these
points.
Revenue
Growth targets for the three years ended 31 December 2023 for these
awards, even though now determined, will not be disclosed until the
2023 Annual Report, when the Remuneration Committee will discuss
performance against the target. 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.
The
awards subject to Cumulative Free Cash Flow will vest as
follows:
Cumulative
free cash flow
Three
years ended 31 December 2023
|
Award
vesting as % of salary
|
Below $1,370m
|
Nil
|
$1,370m
|
17.2%
|
$1,712m
|
34.4%
|
$2,054m
|
68.8%
|
Awards
will vest on a straight-line basis between these
points.
Susan Swabey
Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477410
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: May
21, 2021
By: /s/
Susan Swabey
-----------------
Susan
Swabey
Company
Secretary
Smith and Nephew (PK) (USOTC:SNNUF)
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