Smith & Nephew launches $250M bond tender offer
Smith & Nephew offers to repurchase up to $250 million of 2030 notes, funded by a concurrent 2036 note issuance to help extend its debt maturity profile.
Rhea-AI Filing Summary
SMITH & NEPHEW PLC (SNN) launched a cash tender offer to purchase up to $250 million aggregate principal amount (the Maximum Tender Amount) of its outstanding 2.032% Senior Notes due 2030, of which $900 million is currently outstanding. The notes accepted in the offer will be cancelled and cease to be obligations of the company.
The tender price per $1,000 principal amount will be set on the Price Determination Date, expected at 4:00 p.m. New York City time on September 15, 2026, using a yield based on the 4.375% U.S. Treasury due August 31, 2031 plus a 55 bps fixed spread. Settlement is expected on September 18, 2026, when holders will also receive accrued and unpaid interest.
The offer is part of a broader debt strategy alongside a concurrent offering of new senior notes due 2036. The company’s purchase of tendered notes is subject to a Financing Condition, requiring sufficient gross proceeds from the new notes. If tenders exceed the Maximum Tender Amount, notes will be accepted on a prorated basis. The offer launched on September 8, 2026, with an Expiration Time of 5:00 p.m. New York City time on September 15, 2026, unless extended or terminated.
Positive
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Key Figures
Maximum Tender Amount: $250,000,000
Aggregate Principal Amount Outstanding: $900,000,000
Coupon Rate: 2.032%
+5 more
8 metrics
Maximum Tender Amount
$250,000,000
Maximum aggregate principal amount of 2.032% Senior Notes due 2030 subject to the tender offer
Aggregate Principal Amount Outstanding
$900,000,000
Total principal of 2.032% Senior Notes due 2030 outstanding before the tender offer
Coupon Rate
2.032%
Interest rate on the Senior Notes due October 14, 2030
Fixed Spread
55 bps
Spread over the 4.375% U.S. Treasury due August 31, 2031 to determine the tender price yield
Launch Date
September 8, 2026
Date the tender offer for the 2.032% notes commenced
Price Determination Date and Time
September 15, 2026, 4:00 p.m. New York City time
Scheduled time to determine the Tender Offer Consideration, unless extended
Expiration Time
September 15, 2026, 5:00 p.m. New York City time
Scheduled expiration of the tender offer, unless extended or terminated earlier
Annual Sales 2025
$6,200,000,000
Smith & Nephew’s reported annual sales in 2025
Key Terms
Tender Offer, Maximum Tender Amount, Financing Condition, Price Determination Date, +2 more
6 terms
Tender Offer financial
"announces today an offer to purchase for cash (the "Tender Offer")"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Maximum Tender Amount financial
"up to U.S.$250 million aggregate principal amount (the "Maximum Tender Amount")"
Financing Condition financial
"on terms satisfactory to the Company in its sole discretion (the "Financing Condition")"
Financing condition refers to the overall environment and terms under which borrowing money is available, including interest rates, lending standards, and access to credit. It influences how easily individuals or businesses can obtain funds and at what cost, affecting economic activity and investment decisions. When financing conditions are favorable, borrowing is easier and cheaper; when they tighten, borrowing becomes more difficult and expensive.
Price Determination Date financial
"will be determined at the Price Determination Date, expected to be 4:00 p.m."
A price determination date is the specific day when the value or price of an asset, security, or financial instrument is officially calculated or set. It is important to investors because it establishes the official price used for transactions, settlements, or financial reporting, much like a closing price in a daily market. Knowing this date helps investors understand when the price was determined and ensures clarity in financial dealings.
Expiration Time financial
"no later than the third business day before the Expiration Time (as defined below)"
Expiration time is the specific moment when a financial contract, option, future, warrant or a standing order stops being valid and its rights or obligations end. It matters to investors because it sets the final deadline to exercise rights, close positions or have an order executed; like a concert ticket that becomes worthless after the show, missing that moment can erase potential gains or create unexpected losses.
proration financial
"If the aggregate principal amount of Notes validly tendered ... acceptance of the Notes will be subject to proration"
Proration is the method of dividing a limited quantity—such as shares in an offering, dividends, or rights—among claimants when demand exceeds supply, so each participant receives a proportional slice rather than the full amount requested. It matters to investors because proration determines how many shares or what portion of a payout they actually receive, which affects portfolio size, cash needs, and the expected return; think of it as splitting a pie fairly when more people want a piece than there are slices.
FAQ
What is Smith & Nephew (SNN) offering to repurchase in this 6-K?
Smith & Nephew launched a cash tender offer to repurchase up to $250 million aggregate principal amount of its outstanding 2.032% Senior Notes due 2030, from a total of $900 million currently outstanding, with accepted notes to be cancelled.
How will the tender price for Smith & Nephew’s 2030 notes be determined?
The tender price per $1,000 principal amount will be set on the Price Determination Date, expected at 4:00 p.m. New York City time on September 15, 2026, using the yield of the 4.375% U.S. Treasury due August 31, 2031 plus a 55 bps fixed spread.
What is the Financing Condition in Smith & Nephew (SNN)’s tender offer?
Smith & Nephew’s acceptance of notes is conditioned on receiving sufficient aggregate gross proceeds from a concurrent offering of new senior notes due 2036 by the Expiration Time, on terms satisfactory to the company; this is defined as the Financing Condition.
When does Smith & Nephew’s tender offer for the 2030 notes start and end?
The tender offer launched on September 8, 2026 and is scheduled to expire at 5:00 p.m. New York City time on September 15, 2026, unless extended or earlier terminated. Withdrawal rights apply as described, including generally up to the Expiration Time.
What happens if tenders of Smith & Nephew’s 2030 notes exceed $250 million?
If valid tenders exceed the $250 million Maximum Tender Amount, Smith & Nephew states the offer will be oversubscribed and notes will be accepted on a prorated basis. Notes not accepted due to proration will be returned to the tendering holder.
When will holders of SNN’s 2030 notes receive payment if their notes are accepted?
Payment of the Tender Offer Consideration is expected on the Settlement Date, which is described as promptly after the Expiration Time and expected to be September 18, 2026. Holders will also receive accrued and unpaid interest up to but excluding the payment date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
September
08, 2026
Commission
File Number 001-14978
SMITH & NEPHEW plc
(Registrant’s
name)
Building 5, Croxley Park, Hatters Lane
Watford, England, WD18 8YE
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F ✔
Form 40-F
__
September
8, 2026
Smith+Nephew announces cash tender offer for up to $250 million of
its outstanding 2.032% notes due 2030
Smith+Nephew, the global medical technology
company (the "Company") (LSE:SN, NYSE: SNN), announces today an offer
to purchase for cash (the "Tender
Offer"), upon the terms and
subject to the conditions set forth in an offer to purchase dated
September 8, 2026 (the "Offer to
Purchase"), up to U.S.$250
million aggregate principal amount (the "Maximum Tender
Amount") of the Company's
2.032% Senior Notes due 2030 (the "Notes") from each registered holder of the Notes (each a
"Holder" and collectively, the "Holders"). Capitalized terms not otherwise defined in
this announcement have the same meaning as assigned to them in the
Offer to Purchase.
Holders
are advised to read carefully the Offer to Purchase for full
details of, and information on the procedures for participating in,
the Tender Offer. The following table sets forth certain
information relating to pricing for the Tender Offer.
|
Title of Security
|
CUSIP/ISIN(1)
|
Aggregate Principal
Amount
Outstanding
|
Reference U.S.
Treasury Security
|
Fixed Spread
(basis points)
|
Bloomberg
Reference Page(2)
|
Maximum
Tender Amount(3)
|
|
2.032% Senior
Notes due 2030
(Maturity date: October 14, 2030)
|
83192P
AA6 / US83192PAA66
|
$900,000,000
|
4.375% U.S.
Treasury due August 31,
2031
|
55 bps
|
FIT1
|
$250,000,000
|
(1) No
representation is made as to the correctness or accuracy of the
CUSIP or ISIN numbers listed in this announcement or printed on the
Notes. They are provided solely for convenience.
(2) The
Bloomberg Reference Page is provided for convenience only. To the
extent any Bloomberg Reference Page changes prior to the Price
Determination Date (as defined in the Offer to Purchase), the
Dealer Manager (as defined below) referred to below will quote the
Reference Treasury Security from the updated Bloomberg Reference
Page.
(3) The
Company reserves the right to increase or decrease the Maximum
Tender Amount by press release no later than the third business day
before the Expiration Time (as defined below).
Purpose of the Tender Offer
The
purpose of the Tender Offer together with the Concurrent Notes
Offering (as defined below) is to proactively manage the Company's
debt portfolio and to extend the average maturity profile of the
Company's existing debt. Notes that are accepted and purchased in
the Tender Offer will be canceled and will no longer remain
outstanding obligations of the Company.
New Notes and Financing Condition
The Company announced on September 8, 2026 its
intention, subject to market conditions, to issue senior notes due
2036 (the "New Notes") in the concurrent notes offering (the
"Concurrent
Notes Offering"). Whether the
Company will accept for purchase any Notes validly tendered in the
Tender Offer is subject to, and conditioned upon, satisfaction or,
where applicable, waiver of, the Company receiving aggregate gross
proceeds from the Concurrent Notes Offering at or prior to the
Expiration Time in an amount that is sufficient to effect the
repurchase of the Notes validly tendered and accepted for purchase
pursuant to the Tender Offer, on terms satisfactory to the Company
in its sole discretion (the "Financing
Condition").
Allocation of New Notes
The Company intends, in connection with the
allocation of the New Notes in the Concurrent Notes Offering, to
consider among other factors whether or not the relevant investor
seeking an allocation of the New Notes in the Concurrent Notes
Offering has validly tendered or indicated to the Company or BofA
Securities (the "Dealer
Manager") a firm intention to
tender any Notes it holds pursuant to the Tender Offer and, if so,
the aggregate principal amount of such Notes tendered or indicated
to be tendered by such investor. When determining allocations of
the notes in the Concurrent Notes Offering, the Company intends to
give some degree of preference to those investors who, prior to
such allocation, have validly tendered Notes, or have indicated
their firm intention to tender Notes, pursuant to the Tender Offer.
However, the Company will consider various factors in making
allocation decisions and is not obliged to allocate notes in the
Concurrent Notes Offering to an investor who has validly tendered
or indicated to the Company or the Dealer Manager a firm intention
to tender any Notes it holds pursuant to the Tender Offer and if
allocated, the amount may be less than the amount tendered and
accepted.
Any
potential allocation of New Notes in the Concurrent Notes Offering,
while being considered by the Company as set out above, will be
made in accordance with customary new issue allocation processes
and procedures following the completion of the book building
process for the Concurrent Notes Offering and will be made at the
sole discretion of the Company. In the event that a holder validly
tenders Notes pursuant to the Tender Offer, such Notes will remain
subject to such tender and the conditions of the Tender Offer as
set out in the Offer to Purchase irrespective of whether that
holder receives all, part or none of any allocation of New Notes in
the Concurrent Notes Offering for which it has
applied.
Holders
should note that the pricing and allocation of the New Notes are
expected to take place prior to the Expiration Time for the Tender
Offer and any holder that wishes to subscribe for New Notes in
addition to tendering existing Notes for purchase pursuant to the
Tender Offer should therefore provide, as soon as practicable, and
prior to the New Notes allocation, to the Dealer Manager any
indications that it has tendered or an indication of a firm
intention to tender Notes for purchase pursuant to the Tender Offer
and the quantum of Notes that it intends to tender. Please refer to
the Offer to Purchase for further details.
Tender Offer Consideration and Accrued Interest
The
consideration offered for each $1,000 principal amount of Notes
subject to the Tender Offer validly tendered and not validly
withdrawn at or prior to the Expiration Time and accepted for
purchase will be the Tender Offer Consideration, which will be
payable on the Settlement Date (as defined below). In no event will
the Tender Offer Consideration be paid prior to the Expiration
Time. The Tender Offer Consideration for the Notes will be
determined at the Price Determination Date, expected to be 4:00
p.m., New York City time, on September 15, 2026, taking into
account the maturity date of the Notes and shall be calculated in
accordance with standard market practice as further described in
the Offer to Purchase.
Holders
will also receive accrued and unpaid interest thereon from the last
interest payment date up to, but excluding, the date of payment of
the Tender Offer Consideration, which is expected to be September
18, 2026.
Maximum Tender Amount and Proration
The
aggregate principal amount of Notes purchased will not exceed
U.S.$250 million. If the aggregate principal amount of Notes
validly tendered and not validly withdrawn exceeds the Maximum
Tender Amount, acceptance of the Notes will be subject to
proration. The Company reserves the right to increase or decrease
the Maximum Tender Amount by press release or other public
announcement no later than 9:00 a.m., New York City time, on the
third business day before the Expiration Time (unless
amended).
If
the aggregate principal amount of Notes validly tendered and not
validly withdrawn would cause the Maximum Tender Amount to be
exceeded, then the Tender Offer will be oversubscribed. In that
case, the Notes accepted for purchase on the Settlement Date may be
accepted on a prorated basis.
All
Notes not accepted as a result of proration will be returned to the
tendering Holder. A separate tender instruction must be submitted
on behalf of each beneficial owner of the Notes, given the
potential proration.
Offer Conditions
The
Tender Offer is subject to the satisfaction or waiver of certain
conditions described in the Offer to Purchase, including the
Financing Condition.
Indicative Timetable
The
following table sets out the expected dates and times of the key
events relating to the Tender Offer. This is an indicative
timetable and is subject to change.
|
Date
|
Calendar Date
and Time
|
|
Launch Date
|
September
8, 2026
|
|
Withdrawal Rights
|
Tendered
Notes may be validly withdrawn at any time (i) prior to the earlier
of (x) the Expiration Time and (y) if the Tender Offer is extended,
the tenth business day after commencement of the Tender Offer, and
(ii) after the 60th business day after the commencement of the
Tender Offer if for any reason the Tender Offer has not been
consummated within 60 business days
after commencement.
|
|
Price
Determination Date
|
4:00
p.m., New York City time, on September 15, 2026,
unless extended.
|
|
Expiration Time
|
5:00
p.m., New York City time, on September 15, 2026, unless extended or
earlier terminated.
|
|
Results
Announcement Date
|
As
soon as practicable on the day following the Expiration Time,
expected to be on September 16, 2026, unless extended by
the Company.
|
|
Settlement Date
|
Promptly
after the Expiration Time, expected to be September 18, 2026,
assuming that the Tender Offer is not extended or
earlier terminated.
|
Holders
are advised to read carefully the Offer to Purchase for full
details of and information on the procedures for participating in
the Tender Offer.
Further Information
Holders may access the Offer to Purchase
at https://gbsc-usa.com/smith&nephew/.
Questions
and requests for assistance in connection with the Tender Offer may
be directed to the Dealer Manager at:
Merrill Lynch International
2
King Edward Street London, EC1A 1HQ United Kingdom
Attn:
Liability Management Group Telephone (Europe): +44 20 7996
5420
Telephone
(U.S. Toll Free): +1 (888) 292-0070
Telephone
(U.S.): +1 (980) 387-3907
Email: DG.LM-EMEA@bofa.com
Questions
and requests for assistance in connection with the tender of Notes
including requests for a copy of the Offer to Purchase may be
directed to:
Global Bondholder Services Corporation
65
Broadway - Suite
404 New York, New York 10006 Attn:
Corporate Actions
Banks and Brokers Call: +1 (212) 430-3774
Toll Free: +1 (855) 654-2015
Email: contact@gbsc-usa.com
NOTICE AND DISCLAIMER
From
time to time, the Company may purchase additional Notes in the open
market, in privately negotiated transactions, through tender offers
or otherwise, or may redeem Notes pursuant to the terms of the
indenture governing the Notes. Any future purchases or redemptions
may be on the same terms or on terms that are more or less
favorable to Holders of Notes than the terms of the Tender Offer.
Any future purchases or redemptions by the Company will depend on
various factors existing at that time. There can be no assurance as
to which, if any, of these alternatives (or combinations thereof)
the Company may choose to pursue in the future. The effect of any
of these actions may directly or indirectly affect the price of any
Notes that remain outstanding after the consummation or termination
of the Tender Offer.
This
announcement must be read in conjunction with the Offer to
Purchase. This announcement and the Offer to Purchase contain
important information which must be
read
carefully before any decision is made with respect to the Tender
Offer. If any Holder is in any doubt as to the action it should
take or is unsure of the impact of the Tender Offer, it is
recommended to seek its own financial and legal advice, including
as to any tax consequences, from its stockbroker, bank manager,
attorney, accountant or other independent financial or legal
adviser. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to
tender Notes in the Tender Offer (or to validly withdraw any such
tender). None of the Company, the Dealer Manager, the Information
& Tender Agent and any person who controls, or is a director,
officer, employee or agent of such persons, or any affiliate of
such persons, makes any recommendation as to whether Holders should
participate in the Tender Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
This
announcement and the Offer to Purchase do not constitute an offer
or an invitation to participate in the Tender Offer in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such offer or invitation or for there to be such
participation under applicable laws. The distribution of this
announcement and the Offer to Purchase in certain jurisdictions may
be restricted by law. Persons into whose possession this
announcement or the Offer to Purchase comes are required by the
Company, the Dealer Manager and the Information & Tender Agent
to inform themselves about and to observe any such
restrictions.
United Kingdom
The Offer to Purchase is only addressed to Holders
where they would (if they were clients of the Company) be per se
professional clients or per se eligible counterparties of the
Company within the meaning of the rules of the Financial Conduct
Authority ("FCA"). Neither the Offer to Purchase nor any other
related documents or materials are addressed to or directed at any
persons who would be retail clients within the meaning of the FCA
rules and any such persons should not act or rely on them.
Recipients of the Offer to Purchase and any other documents or
materials relating to the Tender Offer should note that the Company
is acting on its own account in relation to the Tender Offer and
will not be responsible to any other person for providing the
protections which would be afforded to clients of the Company or
for providing advice in relation to the
Tender Offer.
This
announcement, the Offer to Purchase and any other documents and/or
materials relating to the Tender Offer are not being made and this
announcement, the Offer to Purchase and such documents and/or
materials have not been approved by an authorized person for the
purposes of section 21 of the Financial Services and Markets Act
2000, as amended. Accordingly, this announcement, the Offer to
Purchase and such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of this announcement, the
Offer to Purchase and such documents and/or materials as a
financial promotion is only being made to persons outside the
United Kingdom and to those persons in the United Kingdom falling
within the definition of investment professionals (as defined by
Article 19(5) of
the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Financial Promotion
Order")) or persons who are
within Article 43(2) of the Financial Promotion Order or any other
persons to whom they may otherwise lawfully be communicated under
the Financial Promotion Order (all such persons together being
referred to as "relevant
persons") and the transactions
contemplated herein will be available only to, and engaged in, by
relevant persons. Any person who is not a relevant person should
not act on or rely on this announcement, the Offer to Purchase and
any such other documents and/or materials in the United
Kingdom.
France
This announcement, the Offer to Purchase and any
other documents and/or materials relating to the Tender Offer may
not be distributed in the Republic of France other than to
qualified investors (investisseurs
qualifiés) as defined in
Article L.411-2 1° of the French Code monétaire et
financier and only qualified investors (investisseurs
qualifiés) are eligible to
participate in the Tender Offer. The Tender Offer, this
announcement, the Offer to Purchase and any other documents and/or
materials relating to the Tender Offer have not been and will not
be submitted for clearance to nor approved by
the Autorité des marchés
financier.
Italy
None of the Tender Offer, this announcement, the
Offer to Purchase and any other documents or materials relating to
the Tender Offer has been or will be submitted to the clearance
procedure of the Commissione Nazionale per le
Società e la Borsa ("CONSOB"), pursuant to Italian laws and regulations. The
Tender Offer is being carried out in Italy as an exempted offer
pursuant to article 101-bis, paragraph 3 bis of
the
Legislative Decree No. 58 of February 24, 1998, as
amended (the "Financial Services
Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as
amended. Accordingly, Holders or beneficial owners of the Notes
that are located in Italy can tender Notes through authorized
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of February 15, 2018, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian
authority.
General
This
announcement is for informational purposes only and shall not
constitute an offer to buy, a solicitation to buy or an offer to
sell any securities. The Tender Offer is being made only pursuant
to the Offer to Purchase and only in such jurisdictions as is
permitted under applicable law. Please see the Offer to Purchase
for certain important information on offer restrictions applicable
to the Tender Offer.
-
ends -
Investor contacts
Emily
Heaven +44 (0) 7811
919437
Smith+Nephew
emily.heaven@smith-nephew.com
Craig
Bijou +1
(475) 850-8282
Smith+Nephew
craig.bijou@smith-nephew.com
Media Enquiries
Charles Reynolds +44
7811 121398
Smith+Nephew charles.reynolds@smith-nephew.com
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 17,000 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 around 100 countries, and
generated annual sales of $6.2 billion in 2025. Smith+Nephew is a
constituent of the FTSE100 (LSE:SN, NYSE:SNN). The term
'Smith+Nephew' is 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.
Smith+Nephew Forward-looking Statements
This announcement contains certain
"forward-looking" statements within the meaning of Section 27A of
the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as
amended. 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: conflicts in Europe and the Middle East,
economic and financial conditions in the markets we serve,
especially those affecting healthcare 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 and financial 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 disposals, 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 organization to
adapt to market developments; relationships with healthcare
professionals; reliance on information technology and
cybersecurity; disruptions due to natural disasters, weather and
climate change related events; changes in customer and other
stakeholder sustainability expectations; changes in taxation
regulations; effects of foreign exchange volatility; effects of AI
use and deployment; 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 the year ended December 31, 2025 and interim
financial statements on Form 6-K for the six months period ended
June 27, 2026, which are available on the SEC's website
at www. sec.gov
and the Offer to Purchase, 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. The
Company can give no assurance that any goal or plan set forth in
the Company's forward-looking statements will be achieved and
readers are cautioned not to place undue reliance on such
statements, which speak only as of the date made. 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 registered in US Patent and
Trademark Office.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Smith & Nephew plc
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(Registrant)
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Date:
September 08, 2026
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By:
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/s/
Helen Barraclough
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Helen
Barraclough
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Company
Secretary
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