FORM 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of -------------------------- 1934 ---- December 20, 2004 Commission File Number 001-14978 SMITH & NEPHEW plc (Registrant's name) 15 Adam Street London, England WC2N 6LA (Address of registrant's principal executive offices) [Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.] Form 20-F X Form 40-F ------- ---- [Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).] Yes No X ----- ------ [Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).] Yes No X ----- ------ [Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing information to the Commission pursuant to Rule 12g3-2 (b) under the Securities Exchange Act of 1934.] Yes No X ----- ------ If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2 (b) : 82- n/a. Total Pages: 6 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. Smith & Nephew plc (Registrant) Date: December 20, 2004 By: /s/ Paul Chambers ----------------- Paul Chambers Company Secretary 2 15 December 2004 The Secretary London Stock Exchange RNS Old Broad Street London EC2N 1HP Dear Sirs, Smith & Nephew plc has been informed today that Mourant & Co. Trustees Limited, as trustee of The Smith & Nephew Employees' Share Trust has purchased a total of 304,772 ordinary shares in the Company today at a price of 549 pence per share, representing 0.03% of the issued ordinary share capital. The Trust, which now holds a total of 1,894,385 shares representing 0.20% of the issued ordinary share capital of the Company, is a discretionary trust of which all employees of the Company and its subsidiaries are potential beneficiaries. Each of the executive directors of the Company is, therefore, interested in the shares held in the Trust from time to time in the same way as other employees of the Group. Yours faithfully, P.R. Chambers Company Secretary SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1. Name of company Smith & Nephew plc 2. Name of director Dr. Rolf Stomberg 3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest Director 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) Berenberg Bank 5. Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s) N/A 6. Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary Reinvestment by nominee under the Dividend Reinvestment Plan of a dividend paid on 12th November 2004 7. Number of shares/amount of stock acquired 25 shares 8. Percentage of issued class Less than 0.001% 9. Number of shares/amount of stock disposed 10. Percentage of issued class 11. Class of security Ordinary shares of 12 2/9 pence each 12. Price per share 525 pence 13. Date of transaction 01.12.2004 14. Date company informed 16.12.2004 15. Total holding following this notification 13,01 4 shares 16. Total percentage holding of issued class following this notification 0.001% If a director has been granted options by the company please complete the following boxes. 17. Date of grant 18. Period during which or date on which exercisable 19. Total amount paid (if any) for grant of the option 20. Description of shares or debentures involved: class, number 21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise 22. Total number of shares or debentures over which options held following this notification 23. Any additional information 24. Name of contact and telephone number for queries Kate Cummins 020 7960 2251 25. Name and signature of authorised company official responsible for making this notification Phil Higgins Assistant Company Secretary Date of Notification 16.12.2004 The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material. SCHEDULE 10 NOTIFICATION OF MAJOR INTERESTS IN SHARES 1. Name of company SMITH & NEPHEW PLC 2. Name of shareholder having a major interest FMR Corp and Fidelity International Limited 3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 Non-beneficial interest 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them Master Trust Bank of Japan 65,400 Bank of New York Brussels 60,800 Brown Brothers Harriman Ltd LUX 584,622 JP Morgan Bournemouth 12,470 State Street Bank & Trust Company London 82,142 JP Morgan Bournemouth 993,102 Brown Brothers Harriman & Co 23,432,767 JP Morgan Chase Bank 22,278,705 State Street Bank & Trust Company 2,723,460 Mellon Bank N.A. 8,460 State Street Bank & Trust Company 620,800 Fidelity Investments International 853,900 Bank of New York Brussels 1,298,366 Bankers Trust London 218,427 Citibank 203,754 Clydesdale Bank plc 96,500 JP Morgan Bournemouth 507,400 Mellon Bank 561,575 Midland Securities Services 109,727 Northern Trust London 1,193,126 State Street Bank & Trust Company London 281,300 The following shares are from the assumed conversion of 642,550 ADRs (5 ordinary shares per ADR): HSBC 642,500 JP Morgan Chase 50 5. Number of shares/amount of stock acquired 6. Percentage of issued class 7. Number of shares/amount of stock disposed 8,655,287 8. Percentage of issued class 0.92% 9. Class of security Ordinary Shares of 12 2/9p 10. Date of transaction 15.12.2004 11. Date company informed 17.12.2004 12. Total holding following this notification 56,829,353 13. Total percentage holding of issued class following this notification 6.06% 14. Any additional information 15. Name of contact and telephone number for queries Kate Cummins - Company Secretarial Assistant 0207 960 2251 16. Name and signature of authorised company official responsible for making this notification Phil Higgins - Assistant Company Secretary Date of notification 17.12.2004 The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material.