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
March
13, 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
13 March 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. VESTING OF SHARE AWARDS UNDER THE GLOBAL SHARE PLAN
2010 AND 2020
On 9 March 2023, the following awards of US$0.20 ordinary shares
(the "Shares") in Smith & Nephew plc (the "Company") vested
under the Smith & Nephew Global Share Plan 2010 and
2020.
i. FINAL
VESTING ON 9 MARCH 2023 OF 2020 EQUITY INCENTIVE PROGRAMME AWARDS
MADE UNDER THE GLOBAL SHARE PLAN 2010:
The awards were granted under the Global Share Plan 2010 on 9 March
2020. One third of the Shares vested on 9 March 2021, a further
third vested on 9 March 2022 and the final third vested on 9 March
2023. A number of Shares were sold to cover taxation obligations
arising on the vesting of the awards. The number of Shares acquired
includes the dividend equivalent Shares which participants receive
on vested Shares.
The following relates to individuals included in the below
notification:
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
|
Final vesting of Equity Incentive Programme awards granted on 9
March 2020 under the Smith & Nephew Global Share Plan
2010.
|
Date of Transaction
|
2023 - 03 - 09
|
Place of Transaction
|
London Stock Exchange (XLON)
|
Name
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
Total Ordinary Share Holding following the transaction
*
|
Total Ordinary Share Holding as a % of the Company's ISC following
the transaction *
|
Helen Barraclough
(Group General Counsel and Company Secretary)
|
PDMR
|
12.161358
|
2,431 (of which 1,147 were sold and 1,284 retained)
|
N/A Single Transaction
|
24,788.24771 ordinary shares
|
0.00282%
|
Bradley Cannon
(President, Orthopaedics & Americas)
|
PDMR
|
12.161358
|
5,852 (of which 1,978 were sold and 3,874 retained)
|
N/A Single Transaction
|
105,081.37494 ordinary shares
|
0.01197%
|
Phil Cowdy
(Chief Corporate Development and Corporate Affairs
Officer)
|
PDMR
|
12.161358
|
3,916 (of which 1,847 were sold and 2,069 retained)
|
N/A Single Transaction
|
49,202.99309 ordinary shares
|
0.00561%
|
Myra Eskes
(President APAC and Global Service)
|
PDMR
|
12.161358
|
3,053 (of which 0 were sold and 3,053 retained)
|
N/A Single Transaction
|
30,586.36775 ordinary shares
|
0.00348%
|
Simon Fraser
(President, AWM and Global Commercial Operations)
|
PDMR
|
12.161358
|
3,894 (of which 1,159 were sold and 2,735 retained)
|
N/A Single Transaction
|
30,486.86880 ordinary shares
|
0.00347%
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
12.161358
|
5,230 (of which 2,065 were sold and 3,165 retained)
|
N/A Single Transaction
|
127,175.00000 ordinary shares
|
0.01449%
|
Vasant Padmanabhan
(President Research & Development and ENT)
|
PDMR
|
12.161358
|
5,065 (of which 1,982 were sold and 3,083 retained)
|
N/A Single Transaction
|
84,289.00000 ordinary shares
|
0.00960%
|
Scott Schaffner
(Executive Vice President and General Manager Sports
Medicine)
|
PDMR
|
12.161358
|
3,118 (of which 928 were sold and 2,190 retained)
|
N/A Single Transaction
|
60,629.43173 ordinary shares
|
0.00691%
|
* including those held by Persons Closely Associated with the
Director/PDMR. All figures in these columns are stated to 5 decimal
places where applicable.
ii. PARTIAL
VESTING ON 9 MARCH 2023 OF 2021 EQUITY INCENTIVE PROGRAMME AWARDS
MADE UNDER THE GLOBAL SHARE PLAN 2020:
The awards were granted under the Global Share Plan 2020 on 9 March
2021. One third of the Shares vested on 9 March 2022, a further
third vested on 9 March 2023 and the final third will vest on 9
March 2024. A number of Shares were sold to cover taxation
obligations arising on the vesting of the awards. The number of
Shares acquired includes the dividend equivalent Shares which
participants receive on vested Shares.
The following relates to individuals included in the below
notification:
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
|
Partial vesting of Equity Incentive Programme awards granted on 9
March 2021 under the Smith & Nephew Global Share Plan
2020.
|
Date of Transaction
|
2023 - 03 - 09
|
Place of Transaction
|
London Stock Exchange (XLON)
|
Name
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
Total Ordinary Share Holding following the transaction
*
|
Total Ordinary Share Holding as a % of the Company's ISC following
the transaction *
|
Helen Barraclough
(Group General Counsel and Company Secretary)
|
PDMR
|
12.161358
|
3,006 (of which 1,418 were sold and 1,588 retained)
|
N/A Single Transaction
|
26,376.24771 ordinary shares
|
0.00301%
|
Bradley Cannon
(President, Orthopaedics & Americas)
|
PDMR
|
12.161358
|
6,860 (of which 2,317 were sold and 4,543 retained)
|
N/A Single Transaction
|
109,624.37494 ordinary shares
|
0.01249%
|
Phil Cowdy
(Chief Corporate Development and Corporate Affairs
Officer)
|
PDMR
|
12.161358
|
5,501 (of which 2,595 were sold and 2,906 retained)
|
N/A Single Transaction
|
52,108.99309 ordinary shares
|
0.00594%
|
Myra Eskes
(President APAC and Global Service)
|
PDMR
|
12.161358
|
5,985 (of which 0 were sold and 5,985 retained)
|
N/A Single Transaction
|
36,571.36775 ordinary shares
|
0.00417%
|
Simon Fraser
(President, AWM and Global Commercial Operations)
|
PDMR
|
12.161358
|
4,973 (of which 1,480 were sold and 3,493 retained)
|
N/A Single Transaction
|
33,979.86880 ordinary shares
|
0.00387%
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
12.161358
|
6,130 (of which 2,421 were sold and 3,709 retained)
|
N/A Single Transaction
|
130,884.00000 ordinary shares
|
0.01491%
|
Vasant Padmanabhan
(President Research & Development and ENT)
|
PDMR
|
12.161358
|
5,083 (of which 1,990 were sold and 3,093 retained)
|
N/A Single Transaction
|
87,382.00000 ordinary shares
|
0.00996%
|
Scott Schaffner
(Executive Vice President and General Manager Sports
Medicine)
|
PDMR
|
12.161358
|
3,452 (of which 1,027 were sold and 2,425 retained)
|
N/A Single Transaction
|
63,054.43173 ordinary shares
|
0.00718%
|
* including those held by Persons Closely Associated with the
Director/PDMR. All figures in these columns are stated to 5 decimal
places where applicable.
iii. PARTIAL
VESTING ON 9 MARCH 2023 OF 2022 DEFERRED BONUS SHARE PLAN AWARDS
MADE UNDER THE GLOBAL SHARE PLAN 2020:
The awards were granted under the Global Share Plan 2020 on 9 March
2022. One third of the Shares vested on 9 March 2023, a further
third will vest on 9 March 2024 and the final third will vest on 9
March 2025. A number of Shares were sold to cover taxation
obligations arising on the vesting of the awards. The number of
Shares acquired includes the dividend equivalent Shares which
participants receive on vested Shares.
The following relates to individuals included in the below
notification:
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
|
Partial vesting of Deferred Bonus Share Plan awards granted on 9
March 2022 under the Smith & Nephew Global Share Plan
2020.
|
Date of Transaction
|
2023 - 03 - 09
|
Place of Transaction
|
London Stock Exchange (XLON)
|
Name
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
Total Ordinary Share Holding following the transaction
*
|
Total Ordinary Share Holding as a % of the Company's ISC following
the transaction *
|
Helen Barraclough
(Group General Counsel and Company Secretary)
|
PDMR
|
12.161358
|
1,717 (of which 810 were sold and 907 retained)
|
N/A Single Transaction
|
27,283.24771 ordinary shares
|
0.00311%
|
Bradley Cannon
(President, Orthopaedics & Americas)
|
PDMR
|
12.161358
|
6,229 (of which 2,105 were sold and 4,124 retained)
|
N/A Single Transaction
|
113,748.37494 ordinary shares
|
0.01296%
|
Phil Cowdy
(Chief Corporate Development and Corporate Affairs
Officer)
|
PDMR
|
12.161358
|
2,815 (of which 1,328 were sold and 1,487 retained)
|
N/A Single Transaction
|
53,595.99309 ordinary shares
|
0.00611%
|
Myra Eskes
(President APAC and Global Service)
|
PDMR
|
12.161358
|
4,058 (of which 0 were sold and 4,058 retained)
|
N/A Single Transaction
|
40,629.36775 ordinary shares
|
0.00463%
|
Simon Fraser
(President, AWM and Global Commercial Operations)
|
PDMR
|
12.161358
|
6,041 (of which 1,797 were sold and 4,244 retained)
|
N/A Single Transaction
|
38,223.86880 ordinary shares
|
0.00436%
|
Mizanu Kebede
(Chief Quality & Regulatory Officer)
|
PDMR
|
12.161358
|
712 (of which 269 were sold and 443 retained)
|
N/A Single Transaction
|
5,476.65944 ordinary shares
|
0.00062%
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
12.161358
|
4,017 (of which 1,586 were sold and 2,431 retained)
|
N/A Single Transaction
|
133,315.00000 ordinary shares
|
0.01519%
|
Vasant Padmanabhan
(President Research & Development and ENT)
|
PDMR
|
12.161358
|
3,250 (of which 1,272 were sold and 1,978 retained)
|
N/A Single Transaction
|
89,360.00000 ordinary shares
|
0.01018%
|
Scott Schaffner
(Executive Vice President and General Manager Sports
Medicine)
|
PDMR
|
12.161358
|
2,361 (of which 703 were sold and 1,658 retained)
|
N/A Single Transaction
|
64,712.43173 ordinary shares
|
0.00737%
|
* including those held by Persons Closely Associated with the
Director/PDMR. All figures in these columns are stated to 5 decimal
places where applicable.
iv. FINAL VESTING
ON 9 MARCH 2023 OF SUPPLEMENTARY AWARDS GRANTED UNDER THE
SMITH & NEPHEW GLOBAL SHARE PLAN 2020 FOR THE 2020 PERFORMANCE
SHARE PROGRAMME AWARDS:
The awards were granted under the Global Share Plan 2020 on 8 March
2021. A number of Shares were sold to cover taxation obligations
arising on the vesting of the awards.
The following relates to individuals included in the below
notification:
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
|
Final vesting on 9 March 2023 of Supplementary Awards granted under
the Smith & Nephew Global Share Plan 2020 for the 2020
Performance Share Programme awards.
|
Date of Transaction
|
2023 - 03 - 09
|
Place of Transaction
|
London Stock Exchange (XLON)
|
Name
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
Total Ordinary Share Holding following the transaction
*
|
Total Ordinary Share Holding as a % of the Company's ISC following
the transaction *
|
Helen Barraclough
(Group General Counsel and Company Secretary)
|
PDMR
|
12.161358
|
2,745 (of which 1,295 were sold and 1,450 retained)
|
N/A Single Transaction
|
28,733.24771 ordinary shares
|
0.00327%
|
Bradley Cannon
(President, Orthopaedics & Americas)
|
PDMR
|
12.161358
|
7,406 (of which 2,503 were sold and 4,903 retained)
|
N/A Single Transaction
|
118,651.37494 ordinary shares
|
0.01352%
|
Phil Cowdy
(Chief Corporate Development and Corporate Affairs
Officer)
|
PDMR
|
12.161358
|
4,965 (of which 2,342 were sold and 2,623 retained)
|
N/A Single Transaction
|
56,218.99309 ordinary shares
|
0.00641%
|
Myra Eskes
(President APAC and Global Service)
|
PDMR
|
12.161358
|
7,348 (of which 0 were sold and 7,348 retained)
|
N/A Single Transaction
|
47,977.36775 ordinary shares
|
0.00547%
|
Simon Fraser
(President, AWM and Global Commercial Operations)
|
PDMR
|
12.161358
|
6,407 (of which 1,907 were sold and 4,500 retained)
|
N/A Single Transaction
|
42,723.86880 ordinary shares
|
0.00487%
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
12.161358
|
6,618 (of which 2,614 were sold and 4,004 retained)
|
N/A Single Transaction
|
137,319.00000 ordinary shares
|
0.01565%
|
Vasant Padmanabhan
(President Research & Development and ENT)
|
PDMR
|
12.161358
|
6,409 (of which 2,509 were sold and 3,900 retained)
|
N/A Single Transaction
|
93,260.00000 ordinary shares
|
0.01063%
|
Scott Schaffner
(Executive Vice President and General Manager Sports
Medicine)
|
PDMR
|
12.161358
|
3,731 (of which 1,111 were sold and 2,620 retained)
|
N/A Single Transaction
|
67,332.43173 ordinary shares
|
0.00767 %
|
* including those held by Persons Closely Associated with the
Director/PDMR. All figures in these columns are stated to 5 decimal
places where applicable.
v. FINAL VESTING
ON 9 MARCH 2023 OF CONDITIONAL SHARE AWARDS MADE UNDER THE GLOBAL
SHARE PLAN 2010:
The awards were granted under the Global Share Plan 2010 on 9 March
2020. One quarter of the shares vested on 9 March 2021, a further
quarter vested on 9 March 2022 and the remainder vested on 9 March
2023. A number of Shares were sold to cover taxation obligations
arising on the vesting of the awards.
The following relates to individuals included in the below
notification:
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
|
Final vesting of a Conditional Share Award granted on 9 March 2020
under the Smith & Nephew Global Share Plan 2010.
|
Date of Transaction
|
2023 - 03 - 09
|
Place of Transaction
|
London Stock Exchange (XLON)
|
Name
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
Total Ordinary Share Holding following the transaction
*
|
Total Ordinary Share Holding as a % of the Company's ISC following
the transaction *
|
Bradley Cannon
(President, Orthopaedics & Americas)
|
PDMR
|
12.161358
|
13,091 (of which 4,423 were sold and 8,668 retained)
|
N/A Single Transaction
|
127,319.37494 ordinary shares
|
0.01451%
|
Phil Cowdy
(Chief Corporate Development and Corporate Affairs
Officer)
|
PDMR
|
12.161358
|
9,208 (of which 4,343 were sold and 4,865 retained)
|
N/A Single Transaction
|
61,083.99309 ordinary shares
|
0.00696%
|
Myra Eskes
(President APAC and Global Service)
|
PDMR
|
12.161358
|
13,189 (of which 0 were sold and 13,189 retained)
|
N/A Single Transaction
|
61,166.36775 ordinary shares
|
0.00697%
|
Simon Fraser
(President, AWM and Global Commercial Operations)
|
PDMR
|
12.161358
|
11,218 (of which 3,338 were sold and 7,880 retained)
|
N/A Single Transaction
|
50,603.86880 ordinary shares
|
0.00577%
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
12.161358
|
11,699 (of which 4,620 were sold and 7,079 retained)
|
N/A Single Transaction
|
144,398.00000 ordinary shares
|
0.01645%
|
Vasant Padmanabhan
(President Research & Development and ENT)
|
PDMR
|
12.161358
|
11,221 (of which 4,392 were sold and 6,829 retained)
|
N/A Single Transaction
|
100,089.00000 ordinary shares
|
0.01140%
|
* including those held by Persons Closely Associated with the
Director/PDMR. All figures in these columns are stated to 5 decimal
places where applicable.
2. AWARDS MADE UNDER THE GLOBAL SHARE PLAN
2020
On 9 March 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 8 March 2023 of
£12.09.
i. DEFERRED BONUS PLAN AWARDS GRANTED UNDER THE SMITH
& NEPHEW GLOBAL SHARE PLAN 2020:
A portion of the annual bonus earned by the following PDMRs for
performance during the year to 31 December 2022 has been deferred
into a share award. These awards will normally vest in equal annual
tranches over three years following the award date, subject to
continued achievement of objectives and employment. In the event
that objectives are not met in any of the three years, the portion
of shares due to vest on the following anniversary will lapse.
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 individuals included in the below
notification:
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
|
Deferred Bonus Plan awards granted on 9 March 2023 under the Smith
& Nephew Global Share Plan 2020.
|
Date of Transaction
|
2023 - 03 - 09
|
Place of Transaction
|
Grant took place outside a trading venue
|
Name
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
Helen Barraclough
(Group General Counsel and Company Secretary)
|
PDMR
|
£12.09
|
5,004
|
N/A Single Transaction
|
Bradley Cannon
(President, Orthopaedics & Americas)
|
PDMR
|
£12.09
|
8,226
|
N/A Single Transaction
|
Paul Connolly
(President, Global Operations)
|
PDMR
|
£12.09
|
5,670
|
N/A Single Transaction
|
Phil Cowdy
(Chief Corporate Development and Corporate Affairs
Officer)
|
PDMR
|
£12.09
|
5,392
|
N/A Single Transaction
|
Myra Eskes
(President APAC and Global Service)
|
PDMR
|
£12.09
|
18,282
|
N/A Single Transaction
|
Mizanu Kebede
(Chief Quality & Regulatory Officer)
|
PDMR
|
£12.09
|
5,798
|
N/A Single Transaction
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
£12.09
|
8,485
|
N/A Single Transaction
|
Vasant Padmanabhan
(President Research & Development and ENT)
|
PDMR
|
£12.09
|
6,902
|
N/A Single Transaction
|
Alison Parkes
(Chief Compliance Officer)
|
PDMR
|
£12.09
|
2,999
|
N/A Single Transaction
|
Scott Schaffner
(Executive Vice President and General Manager Sports
Medicine)
|
PDMR
|
£12.09
|
2,771
|
N/A Single Transaction
|
ii. PERFORMANCE SHARE PROGRAMME 2023 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 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, 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 9 March 2023 under
the Smith & Nephew Global Share Plan 2020.
|
Date of Transaction
|
2023 - 03 - 09
|
Place of Transaction
|
Grant took place outside a trading venue
|
Name (Position)
|
Director / PDMR
|
Price (£)
|
Volume
|
Aggregated information
|
Helen Barraclough
(Group General Counsel and Company Secretary)
|
PDMR
|
£12.09
|
31,116
|
N/A Single Transaction
|
Bradley Cannon
(President, Orthopaedics & Americas)
|
PDMR
|
£12.09
|
106,204
|
N/A Single Transaction
|
Paul Connolly
(President, Global Operations)
|
PDMR
|
£12.09
|
41,132
|
N/A Single Transaction
|
Phil Cowdy
(Chief Corporate Development and Corporate Affairs
Officer)
|
PDMR
|
£12.09
|
33,530
|
N/A Single Transaction
|
Myra Eskes
(President APAC and Global Service)
|
PDMR
|
£12.09
|
53,129
|
N/A Single Transaction
|
Mizanu Kebede
(Chief Quality & Regulatory Officer)
|
PDMR
|
£12.09
|
42,058
|
N/A Single Transaction
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
£12.09
|
51,469
|
N/A Single Transaction
|
Deepak Nath
(Chief Executive Officer)
|
Executive
Director
|
£12.09
|
141,874
|
N/A Single Transaction
|
Anne-Françoise Nesmes
(Chief Financial Officer)
|
Executive
Director
|
£12.09
|
70,053
|
N/A Single Transaction
|
Vasant Padmanabhan
(President Research & Development and ENT)
|
PDMR
|
£12.09
|
50,069
|
N/A Single Transaction
|
Alison Parkes
(Chief Compliance Officer)
|
PDMR
|
£12.09
|
9,191
|
N/A Single Transaction
|
Scott Schaffner
(Executive Vice President and General Manager Sports
Medicine)
|
PDMR
|
£12.09
|
73,676
|
N/A Single Transaction
|
As
explained on page 138 of the 2022 Annual Report the performance
conditions applying to these awards have been determined by the
Remuneration Committee.
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 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 awards are 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
awards are 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
awards are 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
awards are 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 these awards, 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.
3. AWARDS MADE UNDER THE DEFERRED SHARE BONUS
PLAN
On 9 March 2023, the following awards of US$0.20 ordinary shares
(the "Shares") in Smith & Nephew plc (the "Company") were
granted under the Smith & Nephew Deferred Share Bonus Plan. The
awards have been made in London and are based on the closing Share
price on the London Stock Exchange on 8 March 2023 of
£12.09.
i. DEFERRED BONUS PLAN AWARDS GRANTED UNDER THE SMITH & NEPHEW
DEFERRED SHARE BONUS PLAN:
A portion of the annual bonus earned by the following Executive
Directors for performance during the year to 31 December 2022 has
been deferred into a share award. These awards will vest on 9 March
2026 for the Executive Directors, subject to continued achievement
of objectives and employment. The participants will be required to
hold the shares after tax, for a further period of two years to 9
March 2028. 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 individuals included in the below
notification:
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
|
Deferred Bonus Plan awards granted on 9 March 2023 under the Smith
& Nephew plc Deferred Share Bonus Plan.
|
Date of Transaction
|
2023 - 03 - 09
|
Place of Transaction
|
Grant took place outside a trading venue
|
Name
(Position)
|
Status
|
Price (s)
|
Volume(s)
|
Aggregated information
|
Deepak Nath
(Chief Executive Officer)
|
Executive Director
|
£12.09
|
26,014
|
N/A Single Transaction
|
Anne-Françoise Nesmes
(Chief Financial Officer)
|
Executive Director
|
£12.09
|
16,877
|
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: March
13, 2023
By: /s/
Helen Barraclough
-----------------
Helen
Barraclough
Company
Secretary
Smith and Nephew (PK) (USOTC:SNNUF)
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