SMITH & NEPHEW PLC (SNN) reports the issuance of $700,000,000 aggregate principal amount of 5.750% Notes due 2036. The company furnishes this report to include the related Underwriting Agreement dated September 9, 2026 as an exhibit for incorporation into its existing Registration Statement on Form F-3 (File No. 333-277815).
SMITH & NEPHEW PLC (SNN) has priced USD 700,000,000 5.750% Notes due 2036. Net proceeds of USD 690,928,000 after underwriting discounts are expected to be used primarily to fund the purchase of its outstanding 2.032% Senior Notes due 2030 through a tender offer, and to pay related fees and expenses, with any remainder for general corporate purposes.
The notes offering is scheduled to close on September 11, 2026, subject to customary conditions, under an effective SEC registration statement with an accompanying prospectus and prospectus supplement. The notes are being marketed only to eligible investors, with explicit restrictions on offers to retail investors in the United Kingdom and the European Economic Area.
Smith+Nephew describes itself as a global medical technology company focused on repair, regeneration and replacement of soft and hard tissue, operating in around 100 countries with $6.2 billion in sales in 2025 and approximately 17,000 employees.
SMITH & NEPHEW PLC (SNN) has priced a USD 700 million offering of 5.750% Notes due 2036. Net proceeds of USD 690.9 million after underwriting discounts will be used primarily to fund the purchase of its outstanding 2.032% Senior Notes due 2030 through a tender offer, and to pay related fees and expenses, with any remainder for general corporate purposes.
The notes offering is expected to close on September 11, 2026, subject to customary conditions. The issuance is conducted under an SEC registration statement, and the notes are targeted at institutional and other non-retail investors, with sales to retail investors in the United Kingdom and the European Economic Area specifically restricted.
SMITH & NEPHEW PLC (SNN) reports transactions in its US$0.20 ordinary shares by a person discharging managerial responsibilities following the vesting of equity awards on September 7, 2026 under the Smith & Nephew Global Share Plan 2020 and the Smith & Nephew Restricted Share Plan 2024.
Chief Strategy & Corporate Development Officer Ajay Dhankhar had awards vest and then sold a portion of the resulting shares on the London Stock Exchange to cover related tax liabilities, retaining the remaining shares.
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.
SMITH & NEPHEW PLC (SNN) is offering new senior unsecured Notes due 2036 under its effective shelf registration. The Notes will pay semi-annual interest and may be redeemed early at make-whole and par-call prices, and at 100% upon certain tax events, with a 101% repurchase right after a Change of Control Repurchase Event.
Net proceeds are intended primarily to fund a cash tender offer for up to $250 million of the company’s 2.032% Senior Notes due 2030 (out of $900 million outstanding) and to pay related fees, with any remainder for general corporate purposes. The Notes rank equally with other unsecured, unsubordinated debt, carry covenants on liens, mergers and sale-leasebacks, and are expected to be listed on the New York Stock Exchange. Recent results show first-half 2026 revenue of $3.10 billion and attributable profit of $303 million, with total assets of $11.01 billion and equity of $5.18 billion.
SMITH & NEPHEW PLC (SNN) reports equity incentive awards to Nate Folkert, President, Orthopaedics. On September 1, 2026, he received a performance share award over 117,933 ordinary shares under the Smith & Nephew Performance Share Plan 2026, calculated at a reference price of £11.0265 per share. These shares may vest on March 15, 2029, subject to performance conditions measured from January 1, 2026 to December 31, 2028, with the 117,933 shares representing maximum vesting.
On the same date he also received a restricted share award over 67,164 ordinary shares under the Smith & Nephew Restricted Share Plan 2024, also based on £11.0265 per share. These restricted shares vest in three equal annual tranches, subject to continued employment and satisfactory performance, and both awards include additional shares equivalent to dividends on vested shares.
SMITH & NEPHEW PLC (SNN) reports on its 2026 Directors’ Remuneration Policy and Performance Share Plan after shareholder approval at the May 6, 2026 AGM, where the relevant resolutions each received under 80% support. The company then conducted further consultation with investors and proxy advisers representing about 70% of its issued share capital between May 18 and July 27, 2026.
After considering limited additional feedback, the board decided to implement the Policy and the Performance Share Plan on the terms approved at the AGM. Under the Policy, on September 1, 2026 the Remuneration Committee granted CEO Deepak Nath a top-up Performance Share Plan award equal to 350% of salary (total 2026 PSP awards 650% of salary) and a top-up Restricted Share Plan award equal to 25% of salary (total 2026 restricted share awards 150% of salary), represented by share awards that may vest over 2027–2029 subject to performance and other conditions.
SMITH & NEPHEW PLC (SNN) reports its updated voting rights and share capital position as at 31 August 2026. The company has a total issued share capital of 877,738,166 ordinary shares of US20¢ each, which includes 40,321,038 ordinary shares held in treasury.
After excluding treasury shares, the company's issued share capital with voting rights consists of 837,417,128 ordinary shares, each carrying one vote. Shareholders are directed to use this voting-share figure as the denominator when assessing whether they must notify their holdings or changes in holdings under the FCA's Disclosure Guidance and Transparency Rules.
Smith & Nephew plc (SNN) reports a TR-1 notification of major holdings from a holder within the Bank of America group. As of the threshold date, this holder had 2.461592% of Smith & Nephew’s voting rights attached to shares and 0.427242% through financial instruments, for a total of 2.888834%, representing 24,191,594 voting rights. This total compares with a previously notified position of 3.172736%. Voting rights attached to shares are held via ISIN US83175M2052, and additional exposure is held through rights to recall and various cash-settled swaps and a put option with expiries between 2027 and 2030.