Disposal of Hodder Headline

Smith WH PLC
02 August 2004


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN
OR UNITED STATES

                                                                   2 August 2004

                                  WH Smith PLC

   Proposed disposal of Hodder Headline for £223m and return of £207m of cash

The Board of WH Smith PLC announces today that it has reached agreement to
dispose of its publishing business, Hodder Headline, to Hachette Livre S.A. for
£223m, comprising £210m in cash and the assumption of the Hodder Headline net
pension deficit estimated at £13m. It also announces its intention to return to
Shareholders up to £207m of cash, equivalent to approximately 85p per Ordinary
Share.

The consideration is subject to an adjustment for working capital and external
third party debt. The net proceeds from the Disposal will be used to fund the
return of cash to Shareholders. In the year ended 31 August 2003, Hodder
Headline generated sales of £144m and operating profit of £19m. As at 31 August
2003, Hodder Headline had net assets, adjusted for the net pension deficit, of
£256m.

The Disposal is subject to regulatory approval and approval by Shareholders at
an Extraordinary General Meeting. A circular to Shareholders will be posted
shortly containing notice of the EGM and further details of the Disposal. In
addition, it will contain details of the proposed Management Investment Plan,
which was announced on 27 July 2004, and the return of cash, both of which will
also be subject to Shareholder approval at the EGM.

Commenting on the announcement, Kate Swann, Group Chief Executive of WH Smith
PLC, said:

'The sale of Hodder Headline is an important milestone in our strategy to
simplify the structure of the Group and to focus on our core retail and news
distribution businesses. On behalf of the Board, I would like to thank Tim Hely
Hutchinson and his team for the contribution they have made to the Group'.

Enquiries:

WH Smith PLC
Mark Boyle              Investor Relations            [phone]
Louise Evans            Media Relations               [phone]

Greenhill               Financial Advisers to         [phone]
                        WHSmith
James Lupton
Brian Cassin

Brunswick               PR Advisers to WHSmith        [phone]
Louise Charlton
Tom Buchanan

Notes to Editors

Information on Hodder Headline

Hodder Headline Limited is one of the UK's largest and most diverse book
publishers. It has strong positions in both consumer and educational publishing
and has operations in the UK, Australia and New Zealand and employs 833 people
worldwide. The acquisitions of John Murray (Publishers) Limited and Robert
Gibson & Sons Glasgow, Limited during its ownership by WHSmith further
strengthened its position in both the consumer and education markets. Hodder
Headline has performed strongly under WHSmith ownership and this performance
continues in the current financial year.

Definitions

The following definitions apply throughout this document unless the context
requires otherwise:

'Board'           the board of directors of WHSmith

'Disposal'        the sale of Hodder Headline

'Extraordinary    the Extraordinary General Meeting of the Company to be
General Meeting'  convened to approve the Disposal, the return of cash and the
or 'EGM'          Management Investment Plan (and any adjournment thereof)

'Group'           WH Smith PLC and its subsidiary undertakings

'Hodder Headline' Hodder Headline Limited and its subsidiary undertakings

'Management       the proposed incentive arrangements for management
Investment Plan'

'Ordinary Share'  ordinary shares of 55.55p each in the capital of the Company
or 'Ordinary Shares'

'Shareholder' or  the holders of the Ordinary Shares
'Shareholders'




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