Holding(s) in Company
Smith WH PLC
31 October 2005
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
1) NAME OF 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 in respect of
holding of the Shareholder named in 2 above or 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 LETTER BELOW DATED 31 OCTOBER 2005
4) Name of the registered holder(s) and, if more than one holder, the
number of shares held by each of them.
SEE LETTER BELOW DATED 31 OCTOBER 2005
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 company informed
31 OCTOBER 2005
12) Total holding following this notification
32,588,571
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)
18.01%
14) Any additional information
15) Name of contact and telephone number for queries
C A WHITE
(01793) 562446
16) Name and signature of authorised company official responsible for
making this notification
I HOUGHTON, COMPANY SECRETARY
Date of Notification 31 OCTOBER 2005
Letter to WH Smith plc
dated 31 October 2005
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 an
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 clients' 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 below):
SILCHESTER 28,262,192
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 below):
SANDERSON 4,326,379
Our records show that you have the following shares in that class:
WH SMITH PLC 180,952,584
As such, Silchester has an interest over 18.01% of the shares of that class and,
of that, two of our clients control 9.94% and 4.35%. This interest is being
notified in fulfillment of the obligations imposed by Sections 198-202 of the
Companies Act 1985. Silchester does not have an interest mentioned in Section
2O8(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 Clients' shareholdings in aggregate
with Sanderson for purposes of Rule 8.3 of the Takeover Code.
ALISON RAVENSCROFT
Head of Dealing
SILCHESTER INTERNATIONAL INVESTORS LIMITED - CLIENT OWNERSHIP
Company:
WH Smith Plc
Share Class:
ORDINARY
Issued Shares:
180,952,584
SII Client Ownership:
28,262,192
% of Shares Date: 31 October 2005
15.62
Silchester
SII Account Silchester Current
Voting Share % Holding at
Nominee Authority Holding Fund Level
Silchester Int'l Investors
International Value Equity Group Trust Northern Trust Company YES 7,871,703 4.35
Silchester Int'l Investors Tobacco Free
International Value Equity Trust Northern Trust Company YES 1,269,903 0.70
Silchester Int'l Investors
International Value Equity Trust Northern Trust Company YES 17,992,526 9.94
The Calleva Trust Northern rust Company YES 1,128,060 0.62
TOTAL 28,262,192
Please refer below for information on Sanderson Asset Management Limited's
('Sanderson's') 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 LIMITED - CLIENT OWNERSHIP
Company:
WH Smith Plc
Share Class:
ORDINARY
Issued Shares:
180,952,584
SAM Client Ownership:
4,326,379
% of Shares Date: 31 October 2005
2.39
Sanderson %
Sanderson Current Holding at
Voting Share Fund
SAM Account Nominee Authority Holding Level
BUST Northern Trust Co YES 1,474,200 0.81
CAT Pictet & Cie YES 109,000 0.06
DYN State Street YES 67,000 0.04
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 68,000 0.04
OVAL Mellon Trust YES 131,800 0.07
PEARL Northern Trust Co YES 72,000 0.04
RAIN Citigroup YES 109,000 0.06
RANGER Northern Trust Co YES 34,000 0.02
STAMP Northern Trust Co YES 75,600 0.04
SURF Northern Trust Co YES 58,000 0.03
TIME Bank of New York YES 29,000 0.02
TOXIC Northern Trust Co YES 23,573 0.01
TRAY Northern Trust Co YES 350,100 0.19
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 4,326,379
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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