Smith WH PLC
07 July 2006
WH Smith PLC
Posting of circular regarding separation of WH Smith Retail business from News
business via a demerger
Publication of New WH Smith PLC prospectus and Smiths News PLC prospectus
Appointment of further Non-Executive Director to Smiths News PLC
Following the demerger announcement on 27 June 2006, WH Smith PLC announces
today that:
• it will shortly be posting a circular to its shareholders regarding the
separation of the WH Smith Retail business from the News business via a
demerger, with details of shareholder meetings convened for 2 August 2006,
as per the timetable announced on 27 June 2006;
• the following prospectuses, together with the circular to shareholders,
are now available for viewing at the WH Smith PLC website, http://
www.whsmithplc.co.uk:
o the New WH Smith PLC prospectus, relating to admission to the Official
List and to trading on the London Stock Exchange of New WH Smith PLC;
o the Smiths News PLC prospectus, relating to admission to the Official
List and to trading on the London Stock Exchange of Smiths News PLC; and
• John Worby to be appointed Non-Executive Director of Smiths News PLC.
Copies of the circular, accompanying forms of proxy, the New WH Smith PLC
prospectus and the Smiths News PLC prospectus are available for public
inspection at the United Kingdom Listing Authority's Document Viewing Facility,
situated at the Financial Services Authority, 25 The North Colonnade, Canary
Wharf, London E14 5HS, at the registered office of WH Smith PLC, Greenbridge Rd,
Swindon, Wiltshire, SN3 3RX, and at the offices of Allen & Overy LLP, One New
Change, London EC4M 9QQ, during normal business hours on any business day from
the date of this announcement until the demerger becomes effective or lapses.
They will also be available for inspection at the Extraordinary General Meeting
and the Court Meeting.
Notes to editors:
John Worby (55) will be appointed Non-Executive Director of Smiths News PLC with
effect from the demerger. John is a chartered accountant and is currently Senior
Independent Non-Executive Director of Cranswick plc and a Non-Executive Director
of Genus plc. He is Chairman of the Audit Committee of both companies. He was
previously Group Finance Director and Deputy Chairman of Uniq plc (formerly
Unigate PLC).
Enquiries:
WH Smith
Mark Boyle Investor Relations 020 7851 8820
Louise Evans Media Relations 020 7851 8850
The contents of this announcement have been issued by and are the sole
responsibility of WH Smith PLC.
Greenhill & Co. International LLP, which is regulated in the UK by the Financial
Services Authority, is acting for WH Smith PLC as financial adviser and sponsor
and is acting for Smiths News PLC and New WH Smith PLC as sponsor in connection
with the demerger and for no one else and will not be responsible to any other
person for providing the protections afforded to its clients, or for providing
advice in relation to the demerger.
This announcement is an advertisement and does not comprise a prospectus
relating to Smiths News PLC or New WH Smith PLC. It does not constitute or form
part of any offer of securities, or constitute solicitation of any offer of
securities. You should not purchase or subscribe for securities referred to in
this announcement except on the basis of information in the prospectuses
published in relation to Smiths News PLC and New WH Smith PLC (and any
supplement or amendment thereto).
This announcement does not constitute a recommendation concerning the demerger,
and should not be construed as legal, business, tax or investment advice. The
value of shares can go down as well as up. Past performance is not a guide to
future performance. Shareholders of WH Smith PLC should consult a professional
adviser as to the suitability of the demerger for the individual concerned.
Shares in Smiths News PLC and/or New WH Smith PLC have not been and will not be
registered under the United States Securities Act of 1933 (as amended) and will
be issued in transactions that are exempt from or not subject to the
registration requirements of such Act. In addition, shares in Smiths News PLC
and/or New WH Smith PLC have not been and will not be registered under the
securities laws of any state of the United States, and will be issued in
reliance on available exemptions from such state law registration requirements.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
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Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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