Offer Lapsed

Smith & Nephew Plc
28 August 2003

28 August 2003



Expiration of Tender Offers for Centerpulse and InCentive Capital



Following the 27 August deadline set by the Swiss Takeover Board, Smith & Nephew
announces today that the tender offer period relating to the proposed
acquisitions of Centerpulse AG and InCentive Capital AG has expired.  Smith &
Nephew Group plc, with 0.24% of the shares of Centerpulse and 0.06% of InCentive
Capital shares tendered, has not received the minimum level of valid acceptances
for its offers and therefore declares that its public tender offers for
Centerpulse and InCentive Capital have lapsed.  Additionally the Scheme of
Arrangement to establish a new group holding company for Smith & Nephew will not
be implemented and therefore new shares of Smith & Nephew Group plc will not be
issued.





Enquiries


Angie Craig                                            Tel: [phone]
Smith & Nephew

David Yates                                            Tel: [phone]
Financial Dynamics



United States of America



The offer for Centerpulse shares is being made in the United States only through
a prospectus/offer to exchange, which is part of a registration statement filed
with the SEC by Smith & Nephew Group. Centerpulse shareholders who are US
persons or are located in the United States are urged to read the registration
statement, including the prospectus/offer to exchange included therein, and the
other documents filed, or to be filed, with the SEC by Smith & Nephew Group or
Centerpulse relating to the Centerpulse offer, because they contain important
information about the Centerpulse offer. You may obtain a free copy of these
documents from the SEC's Web site at www.sec.gov. You may also obtain this
information from Morrow & Co., Inc., the US information agent for the
Centerpulse offer, at [phone], or by e-mail at
[e-mail]




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