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
August
05, 2025
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 a
Form 40-F
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5 August 2025
Share Buyback Programme
Smith+Nephew (LSE:SN, NYSE:SNN), the global medical technology
business, announces that it intends to undertake a share buyback
programme to return $500 million to shareholders, while maintaining
leverage, and without compromising growth plans.
This additional return of value will be undertaken in the second
half of 2025 and reflects strong cash generation and balance sheet
resulting from the 12-Point Plan transformation. Further details
are contained in Smith+Nephew's Second Quarter and First Half 2025
Results announcement published today, 5 August 2025.
To implement the buyback programme, Smith+Nephew has entered into a
non-discretionary agreement with J.P. Morgan Securities plc in
relation to the latter's purchase, acting as riskless principal, of
the Company's ordinary shares of USD $0.20 each for an aggregate
price of up to USD $500 million as part of the
programme.
Shares acquired by J.P. Morgan Securities will be subsequently
repurchased by Smith+Nephew, held as treasury shares and then
either be cancelled or retained for the purpose of satisfying
awards under employee share plans. The Programme will commence on 5
August 2025 and will end no later than 31 December 2025. The
purpose of the Programme is to reduce Smith+Nephew's issued share
capital by returning surplus capital to shareholders.
Any purchase of shares contemplated by this announcement will be
carried out on Recognised Investment Exchanges[1] and
will be effected with certain pre-set parameters. The maximum
number of ordinary shares which may be purchased by the Company is
87,440,566 ordinary shares, which is the maximum pursuant to the
authority granted by shareholders at the Company's 2025 Annual
General Meeting.
The programme will be executed in accordance with (and subject to
the existence of and/or the limits prescribed by) the general
authority granted by shareholders at the Company's relevant Annual
General Meeting; and will be conducted within the parameters
prescribed by the Market Abuse Regulation 596/2014/EU as it forms
part of domestic law by virtue of section 3 of the European Union
(Withdrawal) Act 2018 (as amended) and Chapter 9 of the Financial
Conduct Authority's UK Listing Rules. No repurchases will be made
in respect of the Company's American Depositary
Receipts.
J.P. Morgan Securities plc may undertake transactions in Shares
(which may include sales and hedging activities, in addition to
purchases which may take place on any available trading venue or on
an over the counter basis) during the period of the Programme in
order to manage its market exposure under the Programme. Disclosure
of such transactions will not be made by J.P. Morgan Securities plc
as a result of or as part of the Programme, but J.P. Morgan
Securities plc will continue to make any disclosures it is
otherwise legally required to make.
Smith+Nephew will make further announcements in due course
following any repurchase of shares. There is no guarantee that the
programme will be implemented in full or that any shares will be
bought back by the Company.
Enquiries:
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Investors
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Cora McCallum
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+44 (0) 1923 477433
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Smith+Nephew
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Media
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Charles Reynolds
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+44 (0) 1923 477314
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Smith+Nephew
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LEI: 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 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 $5.8 billion in
2024. 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: 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 organisation 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; 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, which is available on the SEC's website at www. sec.gov, 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.
[1] Note: Includes
the London Stock Exchange, CBOE Europe Limited and Turquoise and
Aquis Stock Exchange.
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:
August 05, 2025
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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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