Holding(s) in Company
Smith WH PLC
05 May 2006
NOTIFICATION OF MAJOR INTERESTS IN SHARES
1) NAME OF LISTED COMPANY
WH SMITH PLC
2) NAME OF SHAREHOLDER HAVING A MAJOR INTEREST
SILCHESTER INTERNATIONAL INVESTORS LIMITED
3) Please state whether notification indicates that it is
regarding the holding of the shareholder named in 2 above;
in respect of a non-beneficial interest; or in the case of an
individual holder if it is a holding of that person's spouse
or children under the age of 18
SEE ATTACHED LETTER BELOW DATED 5 MAY 2006
4) Name of the registered holder(s) and, if more than one holder, the
number of shares held by each of them.
SEE ATTACHED LETTER BELOW DATED 5 MAY 2006
5) Number of shares/amount of stock acquired.
N/A
6) Percentage of issued Class (any treasury shares held by the
listed company should not be taken into account when
calculating percentage)
7) Number of shares/amount of stock disposed
N/A
8) Percentage of issued Class (any treasury shares held by the
listed company should not be taken into account when
calculating percentage)
9) Class of security
ORDINARY SHARES OF 2 13/81 PENCE EACH
10) Date of transaction
N/A
11) Date listed company informed
5 MAY 2006
12) Total holding following this notification
30,760,187
13) Total percentage holding of issued class following this notification
(any treasury shares held by the listed company should not be taken
into account when calculating percentage)
16.99%
14) Any additional information
15) Name of contact and telephone number for queries
AMANDA LAM (01793) 562489
16) Name and signature of duly authorised officer of the listed company
responsible for making this notification
I HOUGHTON, COMPANY SECRETARY
Date of Notification ........... 5 MAY 2006 .............
SILCHESTER INTERNATIONAL INVESTORS LIMITED
LETTER TO: WH SMITH PLC
DATED: 05 MAY 2006
Silchester International Investors Limited ('Silchester') acts as an Investment
Manager for a number of commingled funds ('our Clients'). In acting for our
Clients, we are given full discretion over their investments, and are empowered
to vote on their behalf. However, we do not act as their Custodian and therefore
shares are not held in our name, but in the nominee name of our Clients'
Custodian bank.
In addition, Silchester holds 49.9% of the issued share capital of Sanderson
Asset Management Limited ('Sanderson') a UK limited company that also acts
as Investment Manager for a number of commingled funds and separate accounts.
In acting for its clients, Sanderson are given full discretion over their
investments, and are empowered to vote on their behalf. However, Sanderson do
not act as its clients' Custodian and therefore shares are not held in
Sanderson's name, but in the nominee name of Sanderson's client's Custodian
bank.
Silchester's share ownership in Sanderson does not allow Silchester to exercise
any direct or indirect control over Sanderson's investment strategy, philosophy
or implementation, the investments that Sanderson may purchase or sell on behalf
of its clients, or the manner in which Sanderson may vote proxies that arise
from its client investments. However, Silchester is deemed to have an
'interest' in shares that Sanderson controls by virtue of Section 203(2)(b) of
the Companies Act 1985.
Recent purchases/sales of shares in your company, by Silchester on behalf of its
clients, have resulted in Silchester having an interest in the following shares
(also see attached):
SILCHESTER 25,453,981
Recent purchases/sales of shares in your company by Sanderson on behalf of its
clients, have resulted in Sanderson having an interest in the following shares,
and Silchester having an interest over the same shares for the purposes of
Section 203(2)(b) of the Companies Act 1985 (also see attached):
SANDERSON 5,306,206
Our records show that you have the following shares in that class:
WH SMITH PLC 181,070,154
As such, Silchester has an interest over 16.99% of the shares of that class and,
of that, two of our clients control 8.99% and 3.88%. This interest is being
notified in fulfillment of the obligations imposed by Section 198-202 of the
Companies Act 1985. Silchester does not have an interest mentioned in Section
208(5) of the Companies Act 1985 in any of the shares to which this notification
relates.
Please note that the Takeover Panel has advised Silchester that it is not
required to report its Clients' shareholdings in aggregate with Sanderson for
purposes of the SARs. In addition, the Takeover Panel has advised that
Silchester is not required to report its Client's shareholding in aggregate with
Sanderson for purposes of Rule 8.3 of the Takeover Code.
LETTER FROM: ALISON RAVENSCROFT
HEAD OF DEALING
SILCHESTER
SILCHESTER INTERNATIONAL INVESTORS LIMITED - CLIENT OWNERSHIP
Company:
WH SMITH PLC Attention: Ian Houghton
Share Class: Address: Greenbridge Road
ORDINARY Swindon
Wiltshire
SN3 3RX
Issued Shares:
181,070,154
SII Client Ownership:
25,453,981 Date: 05 MAY 2006
% of Shares
14.06
SII ACCOUNT NOMINEE SILCHESTER SILCHESTER % HOLDING
VOTING CURRENT AT FUND
AUTHORITY SHARE LEVEL
HOLDING
Silchester International Investors Northern Trust YES 7,023,103 3.88
International Value Equity Group Trust Company
Silchester International Investors Tobacco Northern Trust YES 1,128,803 0.62
Free International Value Equity Trust Company
Silchester International Investors Northern Trust YES 16,278,115 8.99
International Value Equity Trust Company
The Calleva Trust Northern Trust YES 1,023,960 0.57
Company
TOTAL 25,453,981
Please refer to the following page for information on Sanderson Management
Limited's ('Sandersons') client holdings. Under the terms of Sanderson's
privacy policy, the names, addresses or other identifying information of
Sanderson's client accounts are not shared with Silchester employees.
SANDERSON ASSET MANAGEMENT - CLIENT OWNERSHIP
Company:
WH SMITH PLC Attention: Ian Houghton
Share Class: Address: Greenbridge Road
ORDINARY Swindon
Wiltshire
SN3 3RX
Issued Shares:
181,070,154
SAM Ownership:
5,306,206 Date: 05 MAY 2006
% of Shares
2.93
SAM ACCOUNT NOMINEES SANDERSON SANDERSON % HOLDING
VOTING CURRENT AT FUND
AUTHORITY SHARE LEVEL
HOLDING
BUST NORTHERN TRUST CO YES 2,333,000 1.29
CAT PICTET & CIE YES 109,000 0.06
DYN STATE STREET YES 88,700 0.05
EUF STATE STREET YES 317,026 0.18
GOLF BANK OF NEW YORK YES 82,000 0.05
GRIT NORTHERN TRUST CO YES 605,000 0.33
INGOT MELLON TRUST YES 139,680 0.08
MINI STATE STREET YES 230,400 0.13
OCEAN NORTHERN TRUST CO YES 100,000 0.06
OVAL MELLON TRUST YES 131,800 0.07
PEARL NORTHERN TRUST CO YES 72,000 0.04
RAIN CITIGROUP YES 109,000 0.06
STAMP NORTHERN TRUST CO YES 75,600 0.04
TIME BANK OF NEW YORK YES 29,000 0.02
TRAY NORTHERN TRUST CO YES 533,000 0.29
WHEAT MELLON TRUST YES 143,000 0.08
WINDY NORTHERN TRUST CO YES 98,000 0.05
WOGAN NORTHERN TRUST CO yes 110,000 0.06
TOTAL 5,306,206
Under the terms of Sanderson Asset Management Limited's ('Sanderson's') privacy
policy, the names, addresses, or other identifying information of Sanderson's
client accounts are not shared with Silchester employees.
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