NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
For Immediate Release
WH SMITH PLC
Publication of Circular
25 November 2019
Further to the announcement made by WH Smith PLC ("WH Smith" or the "Group") on 17 October 2019 regarding the proposed acquisition of the Marshall Retail Group ("MRG") (the "Transaction"), WH Smith today announces that the circular to shareholders in connection with the Transaction (the "Circular") has been approved by the FCA and will shortly be submitted to the National Storage Mechanism where it will be available for inspection at www.morningstar.co.uk/uk/NSM. The Circular will also be available on the WH Smith website: www.whsmithplc.co.uk.
The Circular, which contains a notice of a General Meeting of WH Smith to be held at 11am on 18 December 2019 at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG, will be dispatched to the Group's shareholders today.
The defined terms set out in Appendix II of the announcement on 17 October 2019 have the same meaning herein.
Current trading
WH Smith's year-to-date performance is in line with the Group's expectations for the current financial year (ending 31 August 2020).
MRG has performed strongly in its current financial year (ending 29 December 2019), and continues to be expected to generate Adjusted EBITDA of c.$31.5 million.
Enquiries
WH Smith PLC
Investors: Mark Boyle +44 (0) 20 3981 1285
Media: Nicola Hillman +44 (0) 1793 563 354
Greenhill - Lead Financial Adviser
London: Charles Gournay, Dean Rodrigues +44 (0) 20 7198 7400
New York: Richard Steinman, Samuel Sandford +1 212 389 1500
Barclays - Joint Financial Adviser and Corporate Broker
Mark Astaire, Stuart Jempson +44 (0) 20 7623 2323
J.P. Morgan Cazenove - Sponsor, Joint Financial Adviser and Corporate Broker
Edmund Byers, Behzad Arbabzadah +44 (0) 20 7742 4000
Nicholas Hall, Ed Digby
Brunswick - Public Relations Adviser
Fiona Micallef-Eynaud, Alice Gibb +44 (0) 20 7404 5959
IMPORTANT NOTICES
This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. WH Smith shareholders are advised to read carefully the Circular. Any response to the Transaction should be made only on the basis of the information in the Circular.
Each of Greenhill & Co. International LLP ("Greenhill"), which is authorised and regulated in the UK by the Financial Conduct Authority ("FCA"); J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove")), which is authorised by the Prudential Regulatory Authority ("PRA") and regulated by the FCA and the PRA in the UK; and Barclays Bank PLC ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the UK (together, the "Financial Advisers"), are acting exclusively for WH Smith and no one else in connection with the Transaction and accordingly will not be responsible to anyone other than WH Smith for providing the protections afforded to their clients, or for providing advice in connection with the Transaction, the contents of this Announcement or any other transaction, arrangement or other matter referred to in this Announcement as relevant.
Apart from the responsibilities and liabilities, if any, which may be imposed on each of the Financial Advisers under FSMA or the regulatory regime established thereunder, the Financial Advisers accept no responsibility whatsoever for the contents of this Announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Transaction, or any other matter referred to herein. Subject to applicable law, each of the Financial Advisers accordingly disclaims, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Announcement or any such statement.
The securities of the Group have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any relevant state or other jurisdiction of the United States. There has been and will be no public offering of the securities of the Group in the United States.
Cautionary statement regarding forward-looking statements
This Announcement may contain "forward-looking statements" with respect to certain of the Group's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they are based on numerous assumptions regarding WH Smith's present and future business strategies, relate to future events and depend on circumstances which are or may be beyond the control of WH Smith and/or MRG and which could cause actual results of trends to differ materially from those made in or suggested by the forward-looking statements in this Announcement, including, but not limited to, domestic and global economic business conditions; market-related risks such as fluctuations in interest rates; the policies and actions of governmental and regulatory authorities; the effect of competition, inflation and deflation; the effect of legislative, fiscal, tax and regulatory developments in the
jurisdictions in which WH Smith and MRG and their respective affiliates operate; the effect of volatility in the equity, capital and credit markets on profitability and ability to access capital and credit; a decline in credit ratings of WH Smith and/or MRG; the effect of operational and integration risks; an unexpected decline in sales for WH Smith or MRG; inability to realise anticipated synergies; any limitations of internal financial reporting controls; and the loss of key personnel. Any forward-looking statements made in this Announcement by or on behalf of WH Smith speak only as of the date they are made. Save as required by the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the Listing Rules or by law, WH Smith undertakes no obligation to update these forward-looking statements and will not publicly release any revisions it may make to these forward-looking statements that may occur due to any change in its expectations or to reflect events or circumstances after the date of this Announcement.
