REG - Smith & Nephew Plc - SMITH+NEPHEW PRICES USD BOND ISSUE

Smith & NephewAnnouncement

14/03/2024 07:00

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RNS Number : 7805G  Smith & Nephew Plc  14 March 2024

 

Smith & Nephew plc

 

March 14, 2024

 

SMITH+NEPHEW PRICES USD BOND ISSUE

 

Smith & Nephew plc (LSE:SN, NYSE:SNN) ("Smith+Nephew") has completed the
pricing of USD 350,000,000 5.150% Notes due 2027 and USD 650,000,000 5.400%
Notes due 2034 (the "Notes").

 

The proceeds to Smith+Nephew (after expenses and underwriting discounts) of
USD 990,630,650 from the Notes will be used to repay the amount outstanding
under our revolving credit facility (which we drew down to fund the redemption
in 2023 of our 3.26% private placement notes due 2023, our 3.89% private
placement notes due 2024 and our floating rate private placement notes due
2024 and in connection with our recent acquisition of CartiHeal), to redeem at
maturity our 3.36% private placement notes due 2024, and otherwise for general
corporate purposes.

 

The offering is scheduled to close on March 20, 2024, subject to the
satisfaction of customary conditions.

 

Smith+Nephew has filed a registration statement (including a prospectus) with
the U.S. Securities and Exchange Commission (the "SEC") for the offering to
which this communication relates.  Investors should read the prospectus in
such registration statement and other documents Smith+Nephew has filed with
the SEC for more complete information about Smith+Nephew and this offering.
You may get these documents for free by visiting the SEC web site at
www.sec.gov.  Alternatively, you may obtain a copy of the Prospectus and
Preliminary Prospectus Supplement from J.P. Morgan Securities LLC by calling
collect +1-212-834-4533, HSBC Securities (USA) Inc. by calling toll-free at
+1-866-811-8049, Mizuho Securities USA LLC by calling toll-free at
+1-866-271-7403 or SG Americas Securities, LLC by calling toll-free at
+1-855-881-2108.

 

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor will there be any sale of securities in
any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state or jurisdiction.

 

Enquiries

 Investors
 Katharine Rycroft                 +44 (0) 7811 270734
 Smith+Nephew

 Media
 Charles Reynolds                  +44 (0) 1923 477314
 Smith+Nephew

 Susan Gilchrist / Ayesha Bharmal  +44 (0) 20 7404 5959
 Brunswick

 

Legal Entity Identifier:  213800ZTMDN8S67S1H61

 

 

About Smith+Nephew

 

Smith+Nephew is a portfolio medical technology business focused on the repair,
regeneration and replacement of soft and hard tissue. We exist to restore
people's bodies and their self-belief by using technology to take the limits
off living. We call this purpose 'Life Unlimited'. Our 18,000 employees
deliver this mission every day, making a difference to patients' lives through
the excellence of our product portfolio, and the invention and application of
new technologies across our three global business units of Orthopaedics,
Sports Medicine & ENT and Advanced Wound Management.

 

Founded in Hull, UK, in 1856, we now operate in more than 100 countries, and
generated annual sales of $5.5 billion in 2023. Smith+Nephew is a constituent
of the FTSE100 (LSE:SN, NYSE:SNN). The terms 'Group' and 'Smith+Nephew' are
used to refer to Smith & Nephew plc and its consolidated subsidiaries,
unless the context requires otherwise.

 

For more information about Smith+Nephew, please visit www.smith-nephew.com and
follow us on X, LinkedIn, Instagram or Facebook.

 

Forward-looking statements

 

This document may contain forward-looking statements that may or may not prove
accurate. For example, statements regarding expected revenue growth and
trading profit margins, market trends and our product pipeline are
forward-looking statements. Phrases such as "aim", "plan", "intend",
"anticipate", "well-placed", "believe", "estimate", "expect", "target",
"consider" and similar expressions are generally intended to identify
forward-looking statements. Forward-looking statements involve known and
unknown risks, uncertainties and other important factors that could cause
actual results to differ materially from what is expressed or implied by the
statements. For Smith+Nephew, these factors include: political conflicts in
Europe and the middle east, economic and financial conditions in the markets
we serve, especially those affecting health care providers, payers and
customers; price levels for established and innovative medical devices;
developments in medical technology; regulatory approvals, reimbursement
decisions or other government actions; product defects or recalls or other
problems with quality management systems or failure to comply with related
regulations; litigation relating to patent or other claims; legal compliance
risks and related investigative, remedial or enforcement actions; disruption
to our supply chain or operations or those of our suppliers; competition for
qualified personnel; strategic actions, including acquisitions and
dispositions, our success in performing due diligence, valuing and integrating
acquired businesses; disruption that may result from transactions or other
changes we make in our business plans or organisation to adapt to market
developments; relationships with healthcare professionals; reliance on
information technology and cybersecurity; and numerous other matters that
affect us or our markets, including those of a political, economic, business,
competitive or reputational nature. Please refer to the documents that
Smith+Nephew has filed with the U.S. Securities and Exchange Commission under
the U.S. Securities Exchange Act of 1934, as amended, including Smith+Nephew's
most recent annual report on Form 20-F, for a discussion of certain of these
factors. Any forward-looking statement is based on information available to
Smith+Nephew as of the date of the statement. All written or oral
forward-looking statements attributable to Smith+Nephew are qualified by this
caution. Smith+Nephew does not undertake any obligation to update or revise
any forward-looking statement to reflect any change in circumstances or in
Smith+Nephew's expectations.

 

◊ Trademark of Smith+Nephew. Certain marks are registered with the US
Patent and Trademark Office.

 

United Kingdom

 

The communication of the prospectus supplement and the accompanying prospectus
and any other documents or materials relating to the Notes is not being made,
and such documents and/or materials have not been approved, by an authorized
person for the purposes of Section 21 of the United Kingdom's Financial
Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such
documents and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. Such documents and/or
materials are only being distributed to, and are only directed at, persons
outside the United Kingdom or in the United Kingdom to persons that (i) have
professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Order"), (ii) who fall within Article
49(2)(a) to (d) of the Order or (iii) to whom it may otherwise lawfully be
communicated (all such persons together being referred to as "relevant
persons"). The Notes are only available to, and any invitation, offer or
agreement to purchase or otherwise acquire such Notes will be engaged in only
with, relevant persons.

 

Prohibition of Sales to United Kingdom Retail Investors

 

The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law
in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018
(the "EUWA"); or (ii) a customer within the meaning of the provisions of the
FSMA and any rules or regulations made under the FSMA to implement Directive
(EU) 2016/97 (as amended,, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law in the United Kingdom by
virtue of the EUWA ("UK MiFIR"). Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of domestic law in
the United KIngdom by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the United
Kingdom may be unlawful under the UK PRIIPs Regulation.

 

Prohibition of Sales to EEA Retail Investors

 

The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area (the "EEA"). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II); or (ii) a customer within the meaning of Directive (EU) 2016/97
(as amended, the "Insurance Distribution Directive") where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II. Consequently no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.

 

 

 

 

 

 

 

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