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14 Aug 2023 14:27
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
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