0000950103-24-004060.txt : 20240320 0000950103-24-004060.hdr.sgml : 20240320 20240320134407 ACCESSION NUMBER: 0000950103-24-004060 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240320 DATE AS OF CHANGE: 20240320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMITH & NEPHEW PLC CENTRAL INDEX KEY: 0000845982 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14978 FILM NUMBER: 24767301 BUSINESS ADDRESS: STREET 1: BUILDING 5, CROXLEY PARK STREET 2: HATTERS LANE CITY: WATFORD, HERTFORDSHIRE STATE: X0 ZIP: WD18 8YE BUSINESS PHONE: 44 (0) 1923 477 100 MAIL ADDRESS: STREET 1: BUILDING 5, CROXLEY PARK STREET 2: HATTERS LANE CITY: WATFORD, HERTFORDSHIRE STATE: X0 ZIP: WD18 8YE 8-A12B 1 dp208591_8a12b.htm FORM 8-A12B

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Smith & Nephew plc
(Exact name of registrant as specified in its charter)

 

England and Wales
(State or other jurisdiction of incorporation or organization)		 98-0224867
(I.R.S. Employer
Identification No.)
   

Building 5, Croxley Park, Hatters Lane,

Watford, Hertfordshire
United Kingdom
(Address of principal executive offices)

 WD18 8YE
(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered

Name of each exchange on which
each class is to be registered

5.150% Notes due 2027

5.400% Notes due 2034

New York Stock Exchange

New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-277815

 

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 

Item 1. Description of Registrant’s Securities to Be Registered.

 

The Registrant filed with the Securities and Exchange Commission (the “Commission”) on March 11, 2024 a Registration Statement on Form F-3 (the “Registration Statement”) relating to the Registrant’s Debt Securities. The Registration Statement was effective upon filing with the Commission in accordance with Rule 462(e) of the Securities Act of 1933, as amended (the “Securities Act”). On March 11, 2024, the Registrant filed a prospectus dated March 11, 2024 with the Commission pursuant to Rule 424(b)(5) under the Securities Act (the “Prospectus”). On March 13, 2024, the Registrant filed a preliminary prospectus supplement dated March 13, 2024 with the Commission pursuant to Rule 424(b)(5) under the Securities Act. On March 15, 2024, the Registrant filed a final prospectus supplement dated March 13, 2024 with the Commission pursuant to Rule 424(b)(5) under the Securities Act (the “Prospectus Supplement”). The Prospectus Supplement and the Prospectus are incorporated herein by reference to the extent set forth below.

 

Reference is made to the information set forth under the headings “Description of Debt Securities” on pages 17 through 30 and “Certain United Kingdom and United States Federal Tax Considerations” on pages 35 through 43 of the Prospectus; and to the information set forth under the heading “Description of Notes” on pages S-17 to S-23 of the Prospectus Supplement, which information is incorporated herein by reference.

 

Item 2. Exhibits.

 

1.1Registration Statement on Form F-3, including the Prospectus (incorporated herein by reference to the Registrant’s Registration Statement on Form F-3 (File No. 333- 277815)).

 

2.1Prospectus Supplement (incorporated herein by reference to the Registrant’s filing with the Commission on March 15, 2024 pursuant to Rule 424(b)(5)).

 

4.1Indenture, between the Registrant and The Bank of New York Mellon, London Branch, as trustee, dated October 14, 2020 (the “Indenture”) (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Report on Form 6-K furnished to the SEC on October 14, 2020 (File No. 001-14978)).

 

4.2Officer’s Certificate of the Registrant pursuant to Section 2.07 of the Indenture setting forth the terms of the Securities, including the form of global registered securities for the 5.150% Notes due 2027 and the 5.400% Notes due 2034 (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Report on Form 6-K furnished to the SEC on March 20, 2024 (File No. 001-14978)).

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Dated: March 20, 2024 SMITH & NEPHEW PLC
  (Registrant)
   
   
  By: /s/ Helen Barraclough
    Name: Helen Barraclough
    Title: Company Secretary