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Smith & Nephew PLC Director's Dealing 2022
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Director's Dealing
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National Storage Mechanism | Additional information 
RNS Number : 5626E
Smith & Nephew Plc
11 March 2022
SMITH & NEPHEW PLC
11 March 2022
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 2022, 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. PARTIAL VESTING ON 9 MARCH 2022 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 will vest 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 /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 of Equity Incentive Programme awards granted on 9 March 2020 under the Smith & Nephew Global Share Plan 2010. |
| Date of Transaction | 2022 - 03 - 09 |
| Place of Transaction | London Stock Exchange (XLON) |
| Name (Position) |
Status | Price (£) | Volume | Aggregated information | Total Ordinary Share Holding following the transaction * | Total Ordinary Share Holding as a % of the Company's ISC following the transaction * |
| Helen Barraclough (Group General Counsel) |
PDMR | 12.105 | 2,372 (of which 1,119 were sold and 1,253 retained) | N/A Single Transaction | 21,613.75378 ordinary shares | 0.00244% |
| Bradley Cannon (President, Orthopaedics, Sports Medicine & ENT and Americas) |
PDMR | 12.105 | 5,713 (of which 1,934 were sold and 3,779 retained) | N/A Single Transaction | 90,693.17832 ordinary shares (including 2,718.50860 in ADS') | 0.01025% |
| Phil Cowdy (Chief Business Development & Corporate Affairs Officer) |
PDMR | 12.105 | 3,823 (of which 1,803 were sold and 2,020 retained) | N/A Single Transaction | 49,153.96621 ordinary shares | 0.00555% |
| Myra Eskes (President APAC Region) |
PDMR | 12.105 | 2,980 (of which 0 were sold and 2,980 retained) | N/A Single Transaction | 5,908.68131 ordinary shares | 0.00067% |
| Simon Fraser (President, Advanced Wound Management & Global Commercial Operations) |
PDMR | 12.105 | 3,802 (of which 1,131 were sold and 2,671 retained) | N/A Single Transaction | 18,104.59428 ordinary shares | 0.00205% |
| Elga Lohler (Chief HR Officer) |
PDMR | 12.105 | 5,105 (of which 2,011 were sold and 3,094 retained) | N/A Single Transaction | 116,837.00000 ordinary shares (including 3,015.00 in ADS') | 0.01320% |
| Vasant Padmanabhan (President Research & Development) |
PDMR | 12.105 | 4,945 (of which 1,837 were sold and 3,108 retained) | N/A Single Transaction | 74,561.00000 ordinary shares | 0.00842% |
| Susan Swabey (Company Secretary) |
PDMR | 12.105 | 1,716 (of which 810 were sold and 906 retained) | N/A Single Transaction | 53,168.39347 ordinary shares | 0.00601% |
* 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 2022 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 will vest 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 /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 of Equity Incentive Programme awards granted on 9 March 2021 under the Smith & Nephew Global Share Plan 2020. |
| Date of Transaction | 2022 - 03 - 09 |
| Place of Transaction | London Stock Exchange (XLON) |
| Name (Position) |
Status | Price (£) | Volume | Aggregated information | Total Ordinary Share Holding following the transaction * | Total Ordinary Share Holding as a % of the Company's ISC following the transaction * |
| Helen Barraclough (Group General Counsel) |
PDMR | 12.105 | 2,932 (of which 1,383 were sold and 1,549 retained) | N/A Single Transaction | 23,162.75378 ordinary shares | 0.00262% |
| Bradley Cannon (President, Orthopaedics, Sports Medicine & ENT and Americas) |
PDMR | 12.105 | 6,692 (of which 2,267 were sold and 4,425 retained) | N/A Single Transaction | 95,118.17832 ordinary shares (including 2,718.50860 in ADS') | 0.01074% |
| Peter Coenen (President EMEA Region) |
PDMR | 12.105 | 1,673 (of which 477 were sold and 1,196 retained) | N/A Single Transaction | 1,196.00000 ordinary shares | 0.00014% |
| Phil Cowdy (Chief Business Development & Corporate Affairs Officer) |
PDMR | 12.105 | 5,366 (of which 2,531 were sold and 2,835 retained) | N/A Single Transaction | 51,988.966.21 ordinary shares | 0.00587% |
| Myra Eskes (President APAC Region) |
PDMR | 12.105 | 5,839 (of which 0 were sold and 5,839 retained) | N/A Single Transaction | 11,747.68131 ordinary shares | 0.00133% |
| Simon Fraser (President, Advanced Wound Management & Global Commercial Operations) |
PDMR | 12.105 | 4,851 (of which 1,444 were sold and 3,407 retained) | N/A Single Transaction | 21,511.59428 ordinary shares | 0.00243% |
| Elga Lohler (Chief HR Officer) |
PDMR | 12.105 | 5,980 (of which 2,351 were sold and 3,629 retained) | N/A Single Transaction | 120,466.00000 ordinary shares (including 3,015.00000 in ADS') | 0.01361% |
| Vasant Padmanabhan (President Research & Development) |
PDMR | 12.105 | 4,958 (of which 1,840 were sold and 3,118 retained) | N/A Single Transaction | 77,679.00000 ordinary shares | 0.00877% |
| Susan Swabey (Company Secretary) |
PDMR | 12.105 | 2,358 (of which 1,112 were sold and 1,246 retained) | N/A Single Transaction | 54,414.39347 ordinary shares | 0.00615% |
* 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 2022 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 third of the shares vested on 9 March 2021, a further third vested on 9 March 2022 and the final third will vest 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 /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 of a Conditional Share Award granted on 9 March 2020 under the Smith & Nephew Global Share Plan 2010. |
| Date of Transaction | 2022 - 03 - 09 |
| Place of Transaction | London Stock Exchange (XLON) |
| Name (Position) |
Status | Price (£) | Volume | Aggregated information | Total Ordinary Share Holding following the transaction * | Total Ordinary Share Holding as a % of the Company's ISC following the transaction * |
| Bradley Cannon (President, Orthopaedics, Sports Medicine & ENT and Americas) |
PDMR | 12.105 | 6,546 (of which 2,218 were sold and 4,328 retained) | N/A Single Transaction | 99,446.17832 ordinary shares (including 2,718.50860 in ADS') | 0.01123% |
| Phil Cowdy (Chief Business Development & Corporate Affairs Officer) |
PDMR | 12.105 | 4,603 (of which 2,172 were sold and 2,431 retained) | N/A Single Transaction | 54,419.96621 ordinary shares | 0.00615% |
| Myra Eskes (President APAC Region) |
PDMR | 12.105 | 6,594 (of which 0 were sold and 6,594 retained) | N/A Single Transaction | 18,341.68131 ordinary shares | 0.00207% |
| Simon Fraser (President, Advanced Wound Management & Global Commercial Operations) |
PDMR | 12.105 | 5,608 (of which 1,669 were sold and 3,939 retained) | N/A Single Transaction | 25,450.59428 ordinary shares | 0.00288% |
| Elga Lohler (Chief HR Officer) |
PDMR | 12.105 | 5,849 (of which 2,305 were sold and 3,544 retained) | N/A Single Transaction | 124,010.00000 ordinary shares (including 3,015.00000 in ADS') | 0.01401% |
| Vasant Padmanabhan (President Research & Development) |
PDMR | 12.105 | 5,610 (of which 2,083 were sold and 3,527 retained) | N/A Single Transaction | 81,206.00000 ordinary shares | 0.00917% |
* 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 2022 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 2022 of £11.975.
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 2021 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 /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 | Deferred Bonus Plan awards granted on 9 March 2022 under the Smith & Nephew Global Share Plan 2020. |
| Date of Transaction | 2022 - 03 - 09 |
| Place of Transaction | Grant took place outside a trading venue |
| Name (Position) |
Status | Price (s) | Volume(s) | Aggregated information |
| Helen Barraclough (Group General Counsel) |
PDMR | £11.975 | 5,021 | N/A Single Transaction |
| Bradley Cannon (President, Orthopaedics, Sports Medicine & ENT and Americas) |
PDMR | £11.975 | 18,215 | N/A Single Transaction |
| Peter Coenen (President EMEA Region) |
PDMR | £11.975 | 7,195 | N/A Single Transaction |
| Phil Cowdy (Chief Business Development & Corporate Affairs Officer) |
PDMR | £11.975 | 8,231 | N/A Single Transaction |
| Myra Eskes (President APAC Region) |
PDMR | £11.975 | 11,868 | N/A Single Transaction |
| Simon Fraser (President, Advanced Wound Management & Global Commercial Operations) |
PDMR | £11.975 | 17,668 | N/A Single Transaction |
| Mizanu Kebede (Chief Quality and Regulatory Affairs Officer) |
PDMR | £11.975 | 2,084 | N/A Single Transaction |
| Elga Lohler (Chief HR Officer) |
PDMR | £11.975 | 11,747 | N/A Single Transaction |
| Vasant Padmanabhan (President Research & Development) |
PDMR | £11.975 | 9,503 | N/A Single Transaction |
| Susan Swabey (Company Secretary) |
PDMR | £11.975 | 3,582 | N/A Single Transaction |
3. AWARDS MADE UNDER THE DEFERRED SHARE BONUS PLAN 2020
On 9 March 2022 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 2020. The awards have been made in London and are based on the closing Share price on the London Stock Exchange on 8 March 2022 of £11.975.
ii. DEFERRED BONUS PLAN AWARDS GRANTED UNDER THE SMITH & NEPHEW DEFERRED SHARE BONUS PLAN 2020:
A portion of the annual bonus earned by the following Executive Directors for performance during the year to 31 December 2021 has been deferred into a share award. These awards will vest on 9 March 2025 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 2027. 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 /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 | Deferred Bonus Plan awards granted on 9 March 2022 under the Smith & Nephew Deferred Share Bonus Plan 2020. |
| Date of Transaction | 2022 - 03 - 09 |
| Place of Transaction | Grant took place outside a trading venue |
| Name (Position) |
Status | Price (s) | Volume(s) | Aggregated information |
| Roland Diggelmann (Chief Executive Officer) |
Director | £11.975 | 42,113 | N/A Single Transaction |
| Anne-Françoise Nesmes (Chief Financial Officer) |
Director | £11.975 | 24,169 | N/A Single Transaction |
4. PHIL COWDY - SALE OF ORDINARY SHARES
| 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 | Sale of ordinary shares. |
| Date of Transaction | 2022 - 03 - 10 |
| Place of Transaction | London Stock Exchange (XLON) |
| Name (Position) | Director / PDMR | Price (£) | Volume | Aggregated information | Total Ordinary Share Holding following the transaction * | Total Ordinary Share Holding as a % of the Company's ISC following the transaction * |
| Phil Cowdy (Chief Business Development & Corporate Affairs Officer) |
PDMR | 12.145 | 7,286 | N/A Single Transaction | 47,133.96621 ordinary shares | 0.00532% |
* including those held by Persons Closely Associated with the Director/PDMR. All figures in these columns are stated to 5 decimal places where applicable.
Sarah Carne
Deputy Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
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