REG - Smith & Nephew Plc - Director/PDMR Shareholding

Smith & NephewAnnouncement

14/08/2023 14:30

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RNS Number : 2602J  Smith & Nephew Plc  14 August 2023

 

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                                                            PDMR             11.24       47,339  N/A Single Transaction

 (President Advanced Wound Management and Global Commercial Operations)

 

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    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 award is 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 award is 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 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                                                            PDMR             11.24       69,604  N/A Single Transaction

 (President Advanced Wound Management and Global Commercial Operations)

 

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                                                                                      Price ($)

                                                                                                                                          No. of ADS

                                                                   Date of Transaction   Nature of Transaction
 Bradley Cannon                                   PDMR             21.05.2023            DRIP pursuant to 2022 final dividend payment     50.79925     32.0239

 (President Sports Medicine & ENT)

 Mizanu Kebede                                    PDMR             21.05.2023            DRIP pursuant to 2022 final dividend payment     11.39024     32.0239

 (Chief Quality and Regulatory Affairs Officer)

                                                                                         DRIP pursuant to 2022 interim dividend payment

                                                                   28.10.2022                                                             4.16015      23.7852

 Deepak Nath                                      Director         21.05.2023            Purchase                                         6.30779      32.0239

 (Chief Executive Officer)

                                                                   11.01.2023            DRIP pursuant to 2022 final dividend payment     446.90726    22.86

 Paul Connolly                                    PDMR             21.05.2023            DRIP pursuant to 2022 final dividend payment     4.76051      32.0239

 (President Global Operations)

                                                                                         Purchase

                                                                   11.01.2023                                                             446.90726    22.86

 Scott Schaffner                                  PDMR             21.05.2023            DRIP pursuant to 2022 final dividend payment     27.20031     32.0239

 (President Sports Medicine)
 Alison Parkes                                    PDMR             21.05.2023            DRIP pursuant to 2022 final dividend payment     14.683.72    32.0239

 (Chief Compliance Officer)

 

* 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                               PDMR             £10.01893   302.8665  N/A Single Transaction

 (Group General Counsel and Company Secretary)

 

 

Sarah Carne

Deputy Company Secretary

Smith & Nephew plc

 

Tel:  +44 (0)1923 477100

 

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