0001654954-23-010672.txt : 20230814 0001654954-23-010672.hdr.sgml : 20230814 20230814111256 ACCESSION NUMBER: 0001654954-23-010672 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230814 FILED AS OF DATE: 20230814 DATE AS OF CHANGE: 20230814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMITH & NEPHEW PLC CENTRAL INDEX KEY: 0000845982 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14978 FILM NUMBER: 231167417 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 6-K 1 a2604j.htm DIRECTOR/PDMR SHAREHOLDING a2604j

 
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