TIDMSMWH
RNS Number : 5660U
WH Smith PLC
25 November 2019
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
CIRBABJTMBMTBIL
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November 25, 2019 08:08 ET (13:08 GMT)
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