TIDMSMWH
RNS Number : 0308J
WH Smith PLC
07 April 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION
7 April 2020
WH SMITH PLC
RESULTS OF PLACING
WH Smith PLC ("WH Smith" or the "Group" or the "Company") is
pleased to announce the successful completion of the placing
announced yesterday (the "Placing").
A total of 15,751,826 new ordinary shares in WH Smith (the
"Placing Shares") have been placed by Barclays Bank PLC
("Barclays"), BNP PARIBAS ("BNP Paribas"), HSBC Bank plc ("HSBC"),
J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"
or "JPMC") and Banco Santander ("Santander") at a price of 1,050
pence per Placing Share, with existing and new institutional
investors. Barclays, BNP Paribas, HSBC and J.P. Morgan Cazenove,
are acting as joint global coordinators and joint bookrunners
(together, the "Joint Bookrunners") and Santander is acting as a
co-lead manager. Concurrently with the Placing, certain directors
and members of the senior management team of the Company will
subscribe (the "Subscription") for an aggregate of 50,942 new
ordinary shares in the capital of the Company (the "Subscription
Shares"), at the Placing Price, pursuant to subscription letters
entered into with the Company.
Together, the Placing and Subscription of 15,802,768 new
ordinary shares raised gross proceeds of approximately GBP165.9
million. The Placing Price of 1,050 pence per Placing Share
represents a discount of 4.0% to the closing share price of 1,094
pence on 6 April 2020. The Placing Shares and Subscription Shares
represent approximately 13.7% of the issued ordinary share capital
of WH Smith prior to the Placing and Subscription.
Applications have been made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares and Subscription
Shares to the premium listing segment of the Official List
maintained by the FCA and to the London Stock Exchange plc (the
"LSE") for admission to trading of the Placing Shares and
Subscription Shares on the LSE's main market for listed securities
(together, "Admission"). It is expected that Admission will take
place at or around 8.00 a.m. on 9 April 2020 (or such later date as
may be agreed between WH Smith and the Joint Bookrunners) and that
dealings in the Placing Shares and Subscription Shares will
commence at the same time.
The Placing Shares and the Subscription Shares will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing issued ordinary shares of WH Smith. This
includes the right to receive all dividends and other distributions
declared or paid in respect of such ordinary shares after the date
of issue of the Placing Shares and Subscription Shares.
Following Admission, the total number of ordinary shares in
issue in WH Smith will be 130,863,128. WH Smith currently holds
zero ordinary shares in treasury, and, therefore, following
Admission, the total number of voting shares in WH Smith in issue
will be 130,863,128. This figure may be used by shareholders as the
denominator for the calculations by which they determine if they
are required to notify their interest in, or a change to their
interest in, WH Smith under the FCA's Disclosure Guidance and
Transparency Rules.
Director participation
Certain directors of the Company and other persons discharging
managerial responsibilities ("PDMR") and/or persons closely
associated ("PCA") with them have agreed to subscribe for in
aggregate Subscription Shares, at the Placing Price, as
follows:
Name Number of Subscription
Shares
Henry Staunton 9,523
Annemarie Durbin 952
Suzanne Baxter 952
Simon Emeny 952
Maurice Thompson 952
Carl Cowling 7,142
Robert Moorhead 4,761
Michael Wilkins 4,761
Sean Toal 1,904
Toby Keir 2,380
Phil McNally 1,904
Wendy Stroud 1,428
Peter Swann 2,857
Ian Houghton 4,761
For further information please contact:
WH Smith PLC
Investors: Mark Boyle +44 (0) 7879 897 687
Media: Nicola Hillman +44 (0) 17 9356 3354
IMPORTANT NOTICES
No action has been taken by the Company, Barclays, BNP Paribas,
HSBC, J.P. Morgan Cazenove, or Santander or any of their respective
affiliates, agents, directors, officers or employees that would
permit an offer of the securities referred to herein or possession
or distribution of this Announcement or any other offering or
publicity material relating to the securities referred to herein in
any jurisdiction where action for that purpose is required.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Barclays, BNP Paribas, HSBC, J.P. Morgan Cazenove, or Santander or
by any of their respective affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed at and my
only be communicated to (a) in the European Economic Area ("EEA"),
persons who are "qualified investors" within the meaning of Article
2(e) of Prospectus Regulation (Regulation (EU) 2017/1129)
("Qualified Investors"); and (b) in the United Kingdom, at
Qualified Persons who are also (i) persons having professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); (ii) high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii)
persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement
relates is only available to, and will be engaged in only with,
Relevant Persons. Persons distributing this Announcement must
satisfy themselves that is lawful to do so. This Announcement is
for information purposes only and shall not constitute an offer to
sell or issue or the solicitation of an offer to buy, subscribe for
or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply
with this restriction may constitute a violation of the securities
laws of such jurisdictions. Persons needing advice should consult
an independent financial adviser.
The distribution of this Announcement and the offering, placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company,
Barclays, BNP Paribas, HSBC, J.P. Morgan Cazenove, or Santander or
any of their respective affiliates that would permit an offer of
the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
announcement comes are required by Company, Barclays, BNP Paribas,
HSBC, J.P. Morgan Cazenove, or Santander to inform themselves about
and to observe any such restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT
WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the securities referred to herein is being made
in any such jurisdiction.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act 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 or sold directly or indirectly in or into 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 the securities laws of any state or any
other jurisdiction of the United States. The securities referred to
herein may not be offered and sold within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (B) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the securities referred to herein have been subject to a product
approval process, which has determined that such securities
referred to herein are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the securities referred
to herein may decline and investors could lose all or part of their
investment; the securities referred to herein offer no guaranteed
income and no capital protection; and an investment in the
securities referred to herein is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Barclays, BNP Paribas, HSBC, J.P. Morgan Cazenove, or
Santander will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the securities referred
to herein. Each distributor is responsible for undertaking its own
target market assessment in respect of the securities referred to
herein and determining appropriate distribution channels.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
Barclays, J.P. Morgan Cazenove, and HSBC are each authorised by
the Prudential Regulatory Authority and regulated in the United
Kingdom by the Prudential Regulation Authority and the Financial
Conduct Authority. BNP Paribas is lead supervised by the European
Central Bank ("ECB") and the Autorité de Contrôle Prudentiel et de
Résolution ("ACPR") (and its London Branch is authorised by the
ECB, the ACPR and the Prudential Regulation Authority and subject
to limited regulation by the Financial Conduct Authority and the
Prudential Regulation Authority). Santander a public entity
regulated by the Bank of Spain, the European Central Bank and the
Spanish Stock Market Authority. Santander is authorised by Bank of
Spain and subject to limited regulation by the Financial Conduct
Authority and Prudential Regulation Authority. Each of Barclays,
BNP Paribas, HSBC, J.P. Morgan Cazenove and Santander is acting
exclusively for the Company and no one else in connection with the
Placing, the content of this Announcement and other matters
described in this Announcement. Barclays, BNP Paribas, HSBC, J.P.
Morgan Cazenove, and Santander will not regard any other person as
their respective clients in relation to the Placing, the content of
this Announcement and other matters described in this Announcement
and will not be responsible to anyone (including any placees) other
than the Company for providing the protections afforded to their
respective clients or for providing advice to any other person in
relation to the Placing, the content of this Announcement or any
other matters referred to in this Announcement.
In connection with the Placing, each of Barclays, BNP Paribas,
HSBC, J.P. Morgan Cazenove, and Santander and any of their
affiliates, acting as investors for their own account, may take up
a portion of the shares in the Placing as a principal position and
in that capacity may retain, purchase, sell, offer to sell for
their own accounts such shares and other securities of the Company
or related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, Barclays, BNP
Paribas, HSBC, J.P. Morgan Cazenove, and Santander and any of their
affiliates acting in such capacity. In addition, Barclays, BNP
Paribas, HSBC, J.P. Morgan Cazenove, and Santander and any of their
affiliates may enter into financing arrangements (including swaps)
with investors in connection with which the Barclays, BNP Paribas,
HSBC, J.P. Morgan Cazenove, and Santander and any of their
respective affiliates may from time to time acquire, hold or
dispose of shares. Barclays, BNP Paribas, HSBC, J.P. Morgan
Cazenove, and Santander do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
In addition, in the event that Barclays, BNP Paribas, HSBC, J.P.
Morgan Cazenove, and Santander acquire Placing Shares in the
Placing, they may co-ordinate disposals of such shares in
accordance with applicable law and regulation. Except as required
by applicable law or regulation, Barclays, BNP Paribas, HSBC, J.P.
Morgan Cazenove, and Santander do not propose to make any public
disclosure in relation to such transactions. Neither the content of
the Company's website (or any other website) nor the content of any
website accessible from hyperlinks on the Company's website (or any
other website) is incorporated into or forms part of this
Announcement. The Placing Shares to be issued or sold pursuant to
the Placing will not be admitted to trading on any stock exchange
other than the London Stock Exchange.
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
ROIUBRNRRWUSRRR
(END) Dow Jones Newswires
April 07, 2020 02:12 ET (06:12 GMT)
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