Result of EGM
Smith WH PLC
02 August 2006
WH Smith PLC
Results of Shareholder Meetings
Separation of the WH Smith Retail and News businesses via a Demerger
The Board of WH Smith is pleased to announce that at the Shareholder Meetings
held earlier today, all of the resolutions approving the separation of the WH
Smith Retail and News businesses via a Demerger and the Share Plans Proposals
were passed.
At the Court Meeting to approve the Scheme, the resolution approving the Scheme
was passed by the requisite majorities on a poll. The voting of those
Shareholders who cast votes either in person or by proxy at the Court Meeting
was as follows:
For % of total Against % of total
Number of votes 108,289,161 99.89 117,376 0.11
Number of voters 2,008 99
In addition, at the EGM also held today, the special resolution to approve the
Scheme, the related reduction of capital of WH Smith and certain other related
arrangements, and the ordinary resolutions to approve the Share Plans Proposals,
were also passed by the requisite majorities on a show of hands. The following
levels of proxy appointments and associated voting instructions were received
prior to the meeting:
Resolution Proxy Votes For Proxy Votes Abstentions
Number the Resolution Against the
Resolution
1 109,436,580 249,372 727,022
2 103,653,322 5,518,335 1,241,317
3 103,767,935 5,418,733 1,226,306
4 109,872,079 157,990 382,905
5 103,654,396 5,517,556 1,241,022
6 103,767,277 5,418,692 1,227,005
7 109,874,249 156,622 382,103
Any proxy appointments which gave discretion to the Chairman have been included
in the 'for' total.
Following the passing of the resolutions, Smiths News Shares are expected to be
admitted to the Official List for trading on the London Stock Exchange on 30
August 2006 and the Demerger is expected to become effective on 31 August 2006.
New WH Smith Shares are expected to be admitted to the Official List for trading
on the London Stock Exchange on 1 September 2006. Smiths News PLC will be the
holding company for both the WH Smith Retail business and the News business on
30 August 2006 and 31 August 2006. From 1 September 2006, Smiths News and New WH
Smith will trade as two separate entities. It is also intended that, upon the
Demerger, New WH Smith will be renamed 'WH Smith PLC'.
.
For Shareholders who hold WH Smith Shares through the CREST system, WH Smith
expects to credit their CREST account on 30 August 2006 with Smiths News Shares
and on 1 September 2006 with New WH Smith Shares. Shareholders who transfer the
Smiths News Shares to which they are entitled prior to the Demerger Effective
Time (expected to be 6.00 pm on 31 August 2006) will not receive any New WH
Smith Shares. Certificates for Smiths News Shares and New WH Smith Shares are
expected to be dispatched on 8 September 2006.
Expected Timetable of Principal Events
Court hearing of the petition to sanction the Scheme 25 August 2006
Court hearing of the petition to confirm the WH Smith Reduction 29 August 2006
of Capital
Scheme Record Time 6.00pm on 29
August 2006
Last day of dealing in WH Smith Shares 29 August 2006
Scheme becomes effective and Smith News becomes the ultimate shortly after
holding company of WH Smith 7.30am on 30
August 2006
Delisting of WH Smith Shares 8.00am on 30
August 2006
Smiths News Shares admitted to the Official List, crediting of 8.00am on 30
Smiths News Shares to CREST accounts and trading in Smiths News August 2006
Shares commences on the London Stock Exchange
Court hearing of the petition to confirm the Smith News 30 August 2006
Reduction of Capital
Smith News Reduction of Capital becomes effective 31 August 2006
Demerger Record Time 6.00pm on 31
August 2006
Effective time for the Demerger close of
business on 31
August 2006
New WH Smith Shares admitted to the Official List, crediting of 8.00am on 1
New WH Smith Shares to CREST accounts and trading in New WH September 2006
Smith Shares commences on the London Stock Exchange
Court hearing of the petition to confirm the New WH Smith 1 September
Reduction of Capital 2006
New WH Smith Reduction of Capital becomes effective 4 September
2006
Dispatch of certificates for Smiths News Shares and New WH Smith 8 September
Shares 2006
Notes:
All definitions used in the circular to Shareholders dated 7 July 2006 shall
apply to this announcement.
If any of the above times or dates should change, the revised times and/or dates
will be notified to Shareholders by an announcement on a Regulatory Information
Service. All times are London times.
Copies of the resolutions may be viewed at the Document Viewing Facility of the
Financial Services Authority, 25 North Colonnade, London E14 5HS during normal
business hours on any weekday (Saturdays, Sundays and public holidays excepted).
Enquiries:
WH Smith PLC
Mark Boyle Investor Relations +44 (0) 20 7851 8820
Louise Evans Media Relations +44 (0) 20 7851 8850
Brunswick +44 (0) 207 404 5959
Tom Buchanan
Pam Small
This information is provided by RNS
The company news service from the London Stock Exchange