TIDMSN.
RNS Number : 7852S
Smith & Nephew Plc
13 March 2023
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 Initial notification
/Amendment
--------------------------------------------
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 Smith & Nephew plc ordinary shares of
financial instrument, USD 0.20 each
type of instrument
--------------------------------------------
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)
--------------------------------------------
Total Ordinary
Share Holding
Total Ordinary as a % of
Share Holding the Company's
following ISC following
Name Price Aggregated the transaction the transaction
(Position) Status (GBP) Volume information * *
2,431
(of which
Helen Barraclough 1,147
(Group General were sold 24,788.24771
Counsel and and 1,284 N/A Single ordinary
Company Secretary) PDMR 12.161358 retained) Transaction shares 0.00282%
---------- ---------- ----------- ------------- ----------------- -----------------
5,852
(of which
Bradley Cannon 1,978
(President, were sold 105,081.37494
Orthopaedics and 3,874 N/A Single ordinary
& Americas) PDMR 12.161358 retained) Transaction shares 0.01197%
---------- ---------- ----------- ------------- ----------------- -----------------
3,916
Phil Cowdy (of which
(Chief Corporate 1,847
Development were sold 49,202.99309
and Corporate and 2,069 N/A Single ordinary
Affairs Officer) PDMR 12.161358 retained) Transaction shares 0.00561%
---------- ---------- ----------- ------------- ----------------- -----------------
3,053
(of which
Myra Eskes 0 were
(President sold and 30,586.36775
APAC and 3,053 N/A Single ordinary
Global Service) PDMR 12.161358 retained) Transaction shares 0.00348%
---------- ---------- ----------- ------------- ----------------- -----------------
3,894
Simon Fraser (of which
(President, 1,159
AWM and Global were sold 30,486.86880
Commercial and 2,735 N/A Single ordinary
Operations) PDMR 12.161358 retained) Transaction shares 0.00347%
---------- ---------- ----------- ------------- ----------------- -----------------
5,230
(of which
2,065
Elga Lohler were sold 127,175.00000
(Chief HR and 3,165 N/A Single ordinary
Officer) PDMR 12.161358 retained) Transaction shares 0.01449%
---------- ---------- ----------- ------------- ----------------- -----------------
5,065
Vasant Padmanabhan (of which
(President 1,982
Research were sold 84,289.00000
& Development and 3,083 N/A Single ordinary
and ENT) PDMR 12.161358 retained) Transaction shares 0.00960%
---------- ---------- ----------- ------------- ----------------- -----------------
Scott Schaffner 3,118
(Executive (of which
Vice President 928 were
and General sold and 60,629.43173
Manager Sports 2,190 N/A Single ordinary
Medicine) PDMR 12.161358 retained) Transaction 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 Initial notification
/Amendment
----------------------------------------------
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 Smith & Nephew plc ordinary shares of
financial instrument, USD 0.20 each
type of instrument
----------------------------------------------
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)
----------------------------------------------
Total Ordinary
Share Holding
Total Ordinary as a % of
Share Holding the Company's
following ISC following
Name Price Aggregated the transaction the transaction
(Position) Status (GBP) Volume information * *
3,006
(of which
Helen Barraclough 1,418
(Group General were sold 26,376.24771
Counsel and and 1,588 N/A Single ordinary
Company Secretary) PDMR 12.161358 retained) Transaction shares 0.00301%
---------- ---------- ----------- ------------- ----------------- -----------------
6,860
(of which
Bradley Cannon 2,317
(President, were sold 109,624.37494
Orthopaedics and 4,543 N/A Single ordinary
& Americas) PDMR 12.161358 retained) Transaction shares 0.01249%
---------- ---------- ----------- ------------- ----------------- -----------------
5,501
Phil Cowdy (of which
(Chief Corporate 2,595
Development were sold 52,108.99309
and Corporate and 2,906 N/A Single ordinary
Affairs Officer) PDMR 12.161358 retained) Transaction shares 0.00594%
---------- ---------- ----------- ------------- ----------------- -----------------
5,985
(of which
Myra Eskes 0 were
(President sold and 36,571.36775
APAC and 5,985 N/A Single ordinary
Global Service) PDMR 12.161358 retained) Transaction shares 0.00417%
---------- ---------- ----------- ------------- ----------------- -----------------
4,973
Simon Fraser (of which
(President, 1,480
AWM and Global were sold 33,979.86880
Commercial and 3,493 N/A Single ordinary
Operations) PDMR 12.161358 retained) Transaction shares 0.00387%
---------- ---------- ----------- ------------- ----------------- -----------------
6,130
(of which
2,421
Elga Lohler were sold 130,884.00000
(Chief HR and 3,709 N/A Single ordinary
Officer) PDMR 12.161358 retained) Transaction shares 0.01491%
---------- ---------- ----------- ------------- ----------------- -----------------
5,083
Vasant Padmanabhan (of which
(President 1,990
Research were sold 87,382.00000
& Development and 3,093 N/A Single ordinary
and ENT) PDMR 12.161358 retained) Transaction shares 0.00996%
---------- ---------- ----------- ------------- ----------------- -----------------
Scott Schaffner 3,452
(Executive (of which
Vice President 1,027
and General were sold 63,054.43173
Manager Sports and 2,425 N/A Single ordinary
Medicine) PDMR 12.161358 retained) Transaction 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 Initial notification
/Amendment
-------------------------------------------
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 Smith & Nephew plc ordinary shares of
financial instrument, USD 0.20 each
type of instrument
-------------------------------------------
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)
-------------------------------------------
Total Ordinary
Share Holding
Total Ordinary as a % of
Share Holding the Company's
following ISC following
Name Price Aggregated the transaction the transaction
(Position) Status (GBP) Volume information * *
1,717
Helen Barraclough (of which
(Group General 810 were 27,283.24771
Counsel and sold and N/A Single ordinary
Company Secretary) PDMR 12.161358 907 retained) Transaction shares 0.00311%
---------- ---------- --------------- ------------- ----------------- -----------------
6,229
(of which
Bradley Cannon 2,105
(President, were sold 113,748.37494
Orthopaedics and 4,124 N/A Single ordinary
& Americas) PDMR 12.161358 retained) Transaction shares 0.01296%
---------- ---------- --------------- ------------- ----------------- -----------------
2,815
Phil Cowdy (of which
(Chief Corporate 1,328
Development were sold 53,595.99309
and Corporate and 1,487 N/A Single ordinary
Affairs Officer) PDMR 12.161358 retained) Transaction shares 0.00611%
---------- ---------- --------------- ------------- ----------------- -----------------
4,058
(of which
Myra Eskes 0 were
(President sold and 40,629.36775
APAC and 4,058 N/A Single ordinary
Global Service) PDMR 12.161358 retained) Transaction shares 0.00463%
---------- ---------- --------------- ------------- ----------------- -----------------
6,041
Simon Fraser (of which
(President, 1,797
AWM and Global were sold 38,223.86880
Commercial and 4,244 N/A Single ordinary
Operations) PDMR 12.161358 retained) Transaction shares 0.00436%
---------- ---------- --------------- ------------- ----------------- -----------------
712 (of
Mizanu Kebede which
(Chief Quality 269 were 5,476.65944
& Regulatory sold and N/A Single ordinary
Officer) PDMR 12.161358 443 retained) Transaction shares 0.00062%
---------- ---------- --------------- ------------- ----------------- -----------------
4,017
(of which
1,586
Elga Lohler were sold 133,315.00000
(Chief HR and 2,431 N/A Single ordinary
Officer) PDMR 12.161358 retained) Transaction shares 0.01519%
---------- ---------- --------------- ------------- ----------------- -----------------
3,250
Vasant Padmanabhan (of which
(President 1,272
Research were sold 89,360.00000
& Development and 1,978 N/A Single ordinary
and ENT) PDMR 12.161358 retained) Transaction shares 0.01018%
---------- ---------- --------------- ------------- ----------------- -----------------
Scott Schaffner 2,361
(Executive (of which
Vice President 703 were
and General sold and 64,712.43173
Manager Sports 1,658 N/A Single ordinary
Medicine) PDMR 12.161358 retained) Transaction 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 Initial notification
/Amendment
-------------------------------------------------
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 Smith & Nephew plc ordinary shares of
financial instrument, USD 0.20 each
type of instrument
-------------------------------------------------
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)
-------------------------------------------------
Total Ordinary
Share Holding
Total Ordinary as a % of
Share Holding the Company's
following ISC following
Name Price Aggregated the transaction the transaction
(Position) Status (GBP) Volume information * *
2,745
(of which
Helen Barraclough 1,295
(Group General were sold 28,733.24771
Counsel and and 1,450 N/A Single ordinary
Company Secretary) PDMR 12.161358 retained) Transaction shares 0.00327%
---------- ---------- ----------- ------------- ----------------- -----------------
7,406
(of which
Bradley Cannon 2,503
(President, were sold 118,651.37494
Orthopaedics and 4,903 N/A Single ordinary
& Americas) PDMR 12.161358 retained) Transaction shares 0.01352%
---------- ---------- ----------- ------------- ----------------- -----------------
4,965
Phil Cowdy (of which
(Chief Corporate 2,342
Development were sold 56,218.99309
and Corporate and 2,623 N/A Single ordinary
Affairs Officer) PDMR 12.161358 retained) Transaction shares 0.00641%
---------- ---------- ----------- ------------- ----------------- -----------------
7,348
(of which
Myra Eskes 0 were
(President sold and 47,977.36775
APAC and 7,348 N/A Single ordinary
Global Service) PDMR 12.161358 retained) Transaction shares 0.00547%
---------- ---------- ----------- ------------- ----------------- -----------------
6,407
Simon Fraser (of which
(President, 1,907
AWM and Global were sold 42,723.86880
Commercial and 4,500 N/A Single ordinary
Operations) PDMR 12.161358 retained) Transaction shares 0.00487%
---------- ---------- ----------- ------------- ----------------- -----------------
6,618
(of which
2,614
Elga Lohler were sold 137,319.00000
(Chief HR and 4,004 N/A Single ordinary
Officer) PDMR 12.161358 retained) Transaction shares 0.01565%
---------- ---------- ----------- ------------- ----------------- -----------------
6,409
Vasant Padmanabhan (of which
(President 2,509
Research were sold 93,260.00000
& Development and 3,900 N/A Single ordinary
and ENT) PDMR 12.161358 retained) Transaction shares 0.01063%
---------- ---------- ----------- ------------- ----------------- -----------------
Scott Schaffner 3,731
(Executive (of which
Vice President 1,111
and General were sold 67,332.43173
Manager Sports and 2,620 N/A Single ordinary
Medicine) PDMR 12.161358 retained) Transaction 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 Initial notification
/Amendment
-------------------------------------------
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 Smith & Nephew plc ordinary shares of USD
financial instrument, 0.20 each
type of instrument
-------------------------------------------
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)
-------------------------------------------
Total Ordinary
Share Holding
Total Ordinary as a % of
Share Holding the Company's
following ISC following
Name Price Aggregated the transaction the transaction
(Position) Status (GBP) Volume information * *
13,091
(of which
Bradley Cannon 4,423
(President, were sold 127,319.37494
Orthopaedics and 8,668 N/A Single ordinary
& Americas) PDMR 12.161358 retained) Transaction shares 0.01451%
---------- ---------- ----------- ------------- ----------------- -----------------
9,208
Phil Cowdy (of which
(Chief Corporate 4,343
Development were sold 61,083.99309
and Corporate and 4,865 N/A Single ordinary
Affairs Officer) PDMR 12.161358 retained) Transaction shares 0.00696%
---------- ---------- ----------- ------------- ----------------- -----------------
13,189
(of which
Myra Eskes 0 were
(President sold and 61,166.36775
APAC and 13,189 N/A Single ordinary
Global Service) PDMR 12.161358 retained) Transaction shares 0.00697%
---------- ---------- ----------- ------------- ----------------- -----------------
11,218
Simon Fraser (of which
(President, 3,338
AWM and Global were sold 50,603.86880
Commercial and 7,880 N/A Single ordinary
Operations) PDMR 12.161358 retained) Transaction shares 0.00577%
---------- ---------- ----------- ------------- ----------------- -----------------
11,699
(of which
4,620
Elga Lohler were sold 144,398.00000
(Chief HR and 7,079 N/A Single ordinary
Officer) PDMR 12.161358 retained) Transaction shares 0.01645%
---------- ---------- ----------- ------------- ----------------- -----------------
11,221
Vasant Padmanabhan (of which
(President 4,392
Research were sold 100,089.00000
& Development and 6,829 N/A Single ordinary
and ENT) PDMR 12.161358 retained) Transaction 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 GBP12.09.
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 Initial notification
/Amendment
--------------------------------------------
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 Smith & Nephew plc Ordinary Shares of USD
financial instrument, 0.20 each
type of instrument
--------------------------------------------
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 Status Price Volume Aggregated information
(Position) (GBP)
Helen Barraclough PDMR GBP12.09 5,004 N/A Single Transaction
(Group General
Counsel and Company
Secretary)
------- --------- ------- -----------------------
Bradley Cannon PDMR GBP12.09 8,226 N/A Single Transaction
(President, Orthopaedics
& Americas)
------- --------- ------- -----------------------
Paul Connolly PDMR GBP12.09 5,670 N/A Single Transaction
(President, Global
Operations)
------- --------- ------- -----------------------
Phil Cowdy PDMR GBP12.09 5,392 N/A Single Transaction
(Chief Corporate
Development and
Corporate Affairs
Officer)
------- --------- ------- -----------------------
Myra Eskes PDMR GBP12.09 18,282 N/A Single Transaction
(President APAC
and Global Service)
------- --------- ------- -----------------------
Mizanu Kebede PDMR GBP12.09 5,798 N/A Single Transaction
(Chief Quality
& Regulatory Officer)
------- --------- ------- -----------------------
Elga Lohler PDMR GBP12.09 8,485 N/A Single Transaction
(Chief HR Officer)
------- --------- ------- -----------------------
Vasant Padmanabhan PDMR GBP12.09 6,902 N/A Single Transaction
(President Research
& Development and
ENT)
------- --------- ------- -----------------------
Alison Parkes PDMR GBP12.09 2,999 N/A Single Transaction
(Chief Compliance
Officer)
------- --------- ------- -----------------------
Scott Schaffner PDMR GBP12.09 2,771 N/A Single Transaction
(Executive Vice
President and General
Manager Sports
Medicine)
------- --------- ------- -----------------------
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 Initial notification
/Amendment
-------------------------------------------
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 Smith & Nephew plc Ordinary Shares of USD
financial instrument, 0.20 each
type of instrument
-------------------------------------------
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
-------------------------------------------
Director Aggregated
Name (Position) / PDMR Price (GBP) Volume information
Helen Barraclough PDMR GBP12.09 31,116 N/A Single Transaction
(Group General
Counsel and Company
Secretary)
---------- ------------ -------- -----------------------
Bradley Cannon PDMR GBP12.09 106,204 N/A Single Transaction
(President, Orthopaedics
& Americas)
---------- ------------ -------- -----------------------
Paul Connolly PDMR GBP12.09 41,132 N/A Single Transaction
(President, Global
Operations)
---------- ------------ -------- -----------------------
Phil Cowdy PDMR GBP12.09 33,530 N/A Single Transaction
(Chief Corporate
Development and
Corporate Affairs
Officer)
---------- ------------ -------- -----------------------
Myra Eskes PDMR GBP12.09 53,129 N/A Single Transaction
(President APAC
and Global Service)
---------- ------------ -------- -----------------------
Mizanu Kebede PDMR GBP12.09 42,058 N/A Single Transaction
(Chief Quality
& Regulatory
Officer)
---------- ------------ -------- -----------------------
Elga Lohler PDMR GBP12.09 51,469 N/A Single Transaction
(Chief HR Officer)
---------- ------------ -------- -----------------------
Deepak Nath Executive GBP12.09 141,874 N/A Single Transaction
(Chief Executive Director
Officer)
---------- ------------ -------- -----------------------
Anne-Françoise Executive GBP12.09 70,053 N/A Single Transaction
Nesmes Director
(Chief Financial
Officer)
---------- ------------ -------- -----------------------
Vasant Padmanabhan PDMR GBP12.09 50,069 N/A Single Transaction
(President Research
& Development
and ENT)
---------- ------------ -------- -----------------------
Alison Parkes PDMR GBP12.09 9,191 N/A Single Transaction
(Chief Compliance
Officer)
---------- ------------ -------- -----------------------
Scott Schaffner PDMR GBP12.09 73,676 N/A Single Transaction
(Executive Vice
President and
General Manager
Sports Medicine)
---------- ------------ -------- -----------------------
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 Award vesting as a % of salary
Year ended 31 December 2025
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 Award vesting as a % of salary
Three years ended 31 December
2025
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 Award vesting as a % of salary
Three years ended 31 December
2025
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 GBP12.09.
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 Initial notification
/Amendment
------------------------------------------
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 Smith & Nephew plc Ordinary Shares of USD
financial instrument, 0.20 each
type of instrument
------------------------------------------
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 Status Price Volume(s) Aggregated information
(Position) (s)
Deepak Nath Executive Director GBP12.09 26,014 N/A Single Transaction
(Chief Executive Officer)
------------------- --------- ---------- -----------------------
Anne-Françoise Nesmes Executive Director GBP12.09 16,877 N/A Single Transaction
( Chief Financial Officer)
------------------- --------- ---------- -----------------------
Sarah Carne
Deputy Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
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END
DSHFLFVVVFIVLIV
(END) Dow Jones Newswires
March 13, 2023 09:45 ET (13:45 GMT)
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