SMITH & NEPHEW PLC
13 March 2024
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 2020
On 13 March 2024, the Company received notification of the following transactions in US$0.20 ordinary shares (the "Shares") in Smith & Nephew plc (the "Company") following the vesting of awards under the Smith & Nephew Global Share Plan 2020.
i. VESTING OF 2021 PERFORMANCE SHARE PROGRAMME AWARDS MADE UNDER THE SMITH & NEPHEW GLOBAL SHARE PLAN 2020:
The awards were granted under the Global Share Plan 2020 on 21 May 2021, and vested on 11 March 2024 at 21% of target for those employees who were members of the Company's Executive Committee when the award was granted and at 33.58% for all other senior employees who received an award. 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 table below sets out the number of shares under award which vested. The remaining shares under award have lapsed.
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 | Vesting of Smith & Nephew Global Share Plan 2020: Performance Share Programme awards granted on 21 May 2021, and subsequent sale of shares to cover tax liability |
| Date of Transaction | 2024 - 03 - 11 (vesting) and 2024 - 03 - 12 (market sale) |
| Place of Transaction | London Stock Exchange (XLON) |
| Name (Position) |
Status | Price (£) | Volume | Aggregated information |
| Helen Barraclough1 (Group General Counsel and Company Secretary) | PDMR | 11.079467 | 2,443 (of which 1,154 were sold and 1,289 retained.) | N/A Single Transaction |
| Bradley Cannon2 (President, Orthopaedics & Americas) | PDMR | 11.079467 | 12,852 (of which 4,416 were sold and 8,436 retained.) | N/A Single Transaction |
| Phil Cowdy2 (Chief Corporate Development and Corporate Affairs Officer) | PDMR | 11.079467 | 5,736 (of which 2,707 were sold and 3,029 retained.) | N/A Single Transaction |
| Craig Gaffin1 President, Global Orthopaedics | PDMR | 11.079467 | 2,067 (of which 616 were sold and 1,451 retained.) | N/A Single Transaction |
| Elga Lohler2 (Chief HR Officer) | PDMR | 11.079467 | 7,308 (of which 2,891 were sold and 4,417 retained.) | N/A Single Transaction |
| Vasant Padmanabhan2 (President Research & Development ENT) | PDMR | 11.079467 | 7,161 (of which 2,875 were sold and 4,286 retained.) | N/A Single Transaction |
| Scott Schaffner1 (President Sports Medicine) | PDMR | 11.079467 | 3,733 (of which 1,112 were sold and 2,621 retained.) | N/A Single Transaction |
1Award vested at 33.58%
2Award vested at 21.00%
All figures in these columns are stated to 6 decimal places where applicable.
ii. FINAL VESTING 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 vested on 11 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 | Final vesting on 11 March 2024 of Equity Incentive Programme awards granted on 9 March 2021 under the Smith & Nephew Global Share Plan 2020, and subsequent sale of shares to cover tax liability |
| Date of Transaction | 2024 - 03 - 11 (vesting) and 2024 - 03 - 12 (market sale) |
| Place of Transaction | London Stock Exchange (XLON) |
| Name (Position) |
Status | Price (£) | Volume | Aggregated information |
| Helen Barraclough (Group General Counsel and Company Secretary) | PDMR | 11.079467 | 3,105 (of which 1,465 were sold and 1,640 retained.) | N/A Single Transaction |
| Bradley Cannon (President, Orthopaedics & Americas) | PDMR | 11.079467 | 7,082 (of which 2,432 were sold and 4,650 retained.) | N/A Single Transaction |
| Phil Cowdy (Chief Corporate Development and Corporate Affairs Officer) | PDMR | 11.079467 | 5,679 (of which 2,679 were sold and 3,000 retained.) | N/A Single Transaction |
| Elga Lohler (Chief HR Officer) | PDMR | 11.079467 | 6,328 (of which 2,502 were sold and 3,826 retained.) | N/A Single Transaction |
| Vasant Padmanabhan (President Research & Development ENT) | PDMR | 11.079467 | 5,246 (of which 2,106 were sold and 3,140 retained.) | N/A Single Transaction |
| Scott Schaffner (President Sports Medicine) | PDMR | 11.079467 | 3,562 (of which 1,060 were sold and 2,502 retained.) | N/A Single Transaction |
All figures in these columns are stated to 6 decimal places where applicable.
iii. PARTIAL VESTING OF 2022 DEFERRED BONUS SHARE 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 vested on 11 March 2024 and the final third will vest on 10 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 on 11 March 2024 of Deferred Bonus Share awards, granted on 9 March 2022 under the Smith & Nephew Global Share Plan 2020, and subsequent sale of shares to cover tax liability |
| Date of Transaction | 2024 - 03 - 11 (vesting) and 2024 - 03 - 12 (market sale) |
| Place of Transaction | London Stock Exchange (XLON) |
| Name (Position) |
Status | Price (£) | Volume | Aggregated information |
| Helen Barraclough (Group General Counsel and Company Secretary) | PDMR | 11.079467 | 1,769 (of which 834 were sold and 935 retained.) | N/A Single Transaction |
| Bradley Cannon (President, Orthopaedics & Americas) | PDMR | 11.079467 | 6,418 (of which 2,205 were sold and 4,213 retained.) | N/A Single Transaction |
| Phil Cowdy (Chief Corporate Development and Corporate Affairs Officer) | PDMR | 11.079467 | 2,900 (of which 1,368 were sold and 1,532 retained.) | N/A Single Transaction |
| Craig Gaffin President, Global Orthopaedics | PDMR | 11.079467 | 873 (of which 260 were sold and 613 retained.) | N/A Single Transaction |
| Mizanu Kebede (Chief Quality & Regulatory Affairs Officer) | PDMR | 11.079467 | 734 (of which 273 were sold and 461 retained.) | N/A Single Transaction |
| Elga Lohler (Chief HR Officer) | PDMR | 11.079467 | 4,139 (of which 1,637 were sold and 2,502 retained.) | N/A Single Transaction |
| Vasant Padmanabhan (President Research & Development ENT) | PDMR | 11.079467 | 3,348 (of which 1,344 were sold and 2,004 retained.) | N/A Single Transaction |
| Scott Schaffner (President Sports Medicine) | PDMR | 11.079467 | 2,433 (of which 724 were sold and 1,709 retained.) | N/A Single Transaction |
All figures in these columns are stated to 6 decimal places where applicable.
iv. PARTIAL VESTING OF 2023 DEFERRED BONUS SHARE AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2020:
The awards were granted under the Global Share Plan 2020 on 9 March 2023. One third of the Shares vested on 11 March 2024, a further third will vest on 10 March 2025 and the final third will vest on 9 March 2026. 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 on 11 March 2024 of Deferred Bonus Share awards, granted on 9 March 2023 under the Smith & Nephew Global Share Plan 2020, and subsequent sale of shares to cover tax liability |
| Date of Transaction | 2024 - 03 - 11 (vesting) and 2024 - 03 - 12 (market sale) |
| Place of Transaction | London Stock Exchange (XLON) |
| Name (Position) |
Status | Price (£) | Volume | Aggregated information |
| Helen Barraclough (Group General Counsel and Company Secretary) | PDMR | 11.079467 | 1,714 (of which 809 were sold and 905 retained.) | N/A Single Transaction |
| Bradley Cannon (President, Orthopaedics & Americas) | PDMR | 11.079467 | 2,818 (of which 968 were sold and 1,850 retained.) | N/A Single Transaction |
| Paul Connolly (President, Global Operations) | PDMR | 11.079467 | 1,943 (of which 662 were sold and 1,281 retained.) | N/A Single Transaction |
| Phil Cowdy (Chief Corporate Development and Corporate Affairs Officer) | PDMR | 11.079467 | 1,847 (of which 871 were sold and 976 retained.) | N/A Single Transaction |
| Craig Gaffin President, Global Orthopaedics | PDMR | 11.079467 | 574 (of which 171 were sold and 403 retained.) | N/A Single Transaction |
| Mizanu Kebede (Chief Quality & Regulatory Affairs Officer) | PDMR | 11.079467 | 1,987 (of which 738 were sold and 1,249 retained.) | N/A Single Transaction |
| Elga Lohler (Chief HR Officer) | PDMR | 11.079467 | 2,907 (of which 1,149 were sold and 1,758 retained.) | N/A Single Transaction |
| Vasant Padmanabhan (President Research & Development ENT) | PDMR | 11.079467 | 2,365 (of which 949 were sold and 1,416 retained.) | N/A Single Transaction |
| Alison Parkes (Chief Compliance Officer) | PDMR | 11.079467 | 1,028 (of which 486 were sold and 542 retained.) | N/A Single Transaction |
| Scott Schaffner (President Sports Medicine) | PDMR | 11.079467 | 949 (of which 283 were sold and 666 retained.) | N/A Single Transaction |
All figures in these columns are stated to 6 decimal places where applicable.
Sarah Carne
Deputy Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
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