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
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1934
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May 19, 2003
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
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[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: 5
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: May 19, 2003 By: /s/ Paul Chambers
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Paul Chambers
Company Secretary
2
19 May 2003
Smith & Nephew Shareholder Resolutions Approved
Offer for InCentive Capital AG: Acceptance Condition Satisfied
The Board of Smith & Nephew plc announces that all of the resolutions
considered at its Preference Shareholder Meeting, Extraordinary General
Meeting and Court Meeting held earlier today were passed, authorising the
Board to:
o introduce a new holding company, to be known as Smith & Nephew
Group plc;
o complete the proposed acquisition of Centerpulse AG (and the
related proposed acquisition of InCentive Capital AG which owns
18.9% of Centerpulse), subject to the satisfaction of all other
conditions; and
o repay the Preference Shares of Smith & Nephew plc.
Separately, with respect to the offer for InCentive Capital AG, the company
announces that by 10am today it had received valid acceptances in excess of
the minimum acceptance level of 80% stipulated as a condition of the offer.
The offer will remain open until 24 June 2003.
Enquiries:
Smith & Nephew plc
Angie Craig Tel: +44 (0)20 7401 7646
Corporate Affairs Director
Financial Dynamics
David Yates Tel: +44 (0)20 7831 3113
19 May 2003
The Secretary
London Stock Exchange
RNS
Old Broad Street
London
EC2N 1HP
Dear Sirs
SMITH & NEPHEW COURT MEETING: RESULT OF POLL
At a Court Meeting of the Ordinary Shareholders of Smith & Nephew plc held on
19 May 2003, the Scheme of Arrangement to establish Smith & Nephew Group plc
as the holding company of Smith & Nephew plc under Section 425 of The
Companies Act 1985 was approved by the Ordinary Shareholders of the Company on
a vote by Poll, the results of which were as follows:
Percentage
of votes
cast
Number of votes for: 553,553,809 99.7
Number of votes against: 1,814,286 0.03
Yours faithfully,
P.R. Chambers
Company Secretary
19 May 2003
The Secretary
London Stock Exchange
RNS
Old Broad Street
London
EC2N 1HP
Dear Sirs
Further to the announcement made this afternoon, with regards to the result of
the poll held at a Court Meeting of Smith & Nephew plc, on 19 May 2003.
The percentage of votes cast against the resolution was 0.3% and not 0.03%.
Yours faithfully,
P.R. Chambers
Company Secretary