REG - WH Smith PLC - Retail Offer

WH SmithAnnouncement

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RNS Number : 6549H  WH Smith PLC  10 June 2026

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014, WHICH FORMS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR").

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN ANY JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO
SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY RETAIL BOOK LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 994238). THIS FINANCIAL PROMOTION IS NOT
INTENDED TO BE INVESTMENT ADVICE.

 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF WH SMITH PLC.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

 

10 June 2026

 

WH Smith PLC

 

("WHSmith" or the "Company")

 

Retail Offer

 

·     WHSmith announces a conditional retail offer of new Ordinary Shares
via RetailBook (https://www.retailbook.com/) ;

·   The issue price for the new Ordinary Shares will be determined at the
close of the bookbuilding process;

·     The Retail Offer is available to both existing shareholders and new
investors;

·    Investors can take part through RetailBook's partner network of
retail brokers, wealth managers and investment platforms (subject to such
partners' participation);

·     Applications for new Ordinary Shares through these partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
General Investment Accounts ("GIAs");

·     There is a minimum subscription of £250 per investor in the Retail
Offer;

·     No commission will be charged by RetailBook on applications to the
Retail Offer;

·     More information on RetailBook's partner network and how investors
can participate in the Retail Offer can be found here:
https://app.retailbook.com/offers/wh-smith-plc
(https://app.retailbook.com/offers/wh-smith-plc) ; and

·     UK investors that wish to receive alerts for future RetailBook
transactions should sign up here: https://www.retailbook.com/investors
(https://www.retailbook.com/investors) .

 

The Retail Offer

 

WH Smith PLC (LON:SMWH), is pleased to announce a conditional retail offer of
new ordinary shares in the capital of the Company ("Ordinary Shares") via
RetailBook (the "Retail Offer"). The Company is also conducting a placing of
new Ordinary Shares to institutional investors by way of an accelerated
bookbuilding process (the "Placing"), and a subscription by certain directors
and members of management of the Company (the "Subscription", and together
with the Placing and the Retail Offer, the "Capital Raise") as announced by
the Company earlier today. For the avoidance of doubt, the Retail Offer is not
part of the Placing or the Subscription.

 

The issue price of the new Ordinary Shares to be issued pursuant to the
Retail Offer and the Placing and the Subscription will be determined following
the close of the bookbuilding process.

 

The Retail Offer is conditional on the new Ordinary Shares to be issued
pursuant to the Retail Offer and the Placing being admitted to trading on the
main market for listed securities of London Stock Exchange plc (the
"London Stock Exchange") ("Admission"). Admission is expected to take place at
8:00 a.m. on 12 June 2026.

 

The Retail Offer will not be completed without the Placing also being
completed.

 

The Board believes the Capital Raise is in the best interests of shareholders
and that raising equity is a prudent and proactive step which will strengthen
the balance sheet, enable continued execution of the Group's growth and
transformation agenda, provide greater confidence around the Group's leverage
position, and reduce the Group's reliance on debt funding as it executes its
long-term growth strategy.

 

WHSmith has separately announced today a trading update which should be read
in conjunction with this announcement.

 

Reason for the Retail Offer

 

The Company values its retail shareholder base and believes that it is in the
best interests of shareholders as well as wider stakeholders to provide retail
and other interested investors the opportunity to participate in the Retail
Offer in line with the Pre-Emption Group Statement of Principles.

 

The Retail Offer is open to eligible investors resident and physically located
in the United Kingdom following release of this announcement. The Retail
Offer is expected to close at the same time as the Placing on 10 June 2026 and
may close earlier at the discretion of the Company.

 

Investors can participate through RetailBook's partner network of investment
platforms, retail brokers and wealth managers, subject to such partners'
participation. More information on RetailBook's partner network can be found:
https://app.retailbook.com/offers/wh-smith-plc
(https://app.retailbook.com/offers/wh-smith-plc) .

 

Applications for new Ordinary Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact
their investment platform, retail broker or wealth manager for details of
their terms and conditions, process and any relevant fees or charges.

 

The new Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

 

Brokers wishing to offer their customers access to the Retail Offer and future
RetailBook transactions should contact partners@retailbook.com
(mailto:partners@retailbook.com) . UK investors that wish to receive alerts
for future RetailBook transactions should sign up here:
https://www.retailbook.com/investors (https://www.retailbook.com/investors) .
 

 

Eligibility for the Retail Offer

 

The Retail Offer is available to new and existing shareholders of the Company.
To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating partner.

 

Eligible investors wishing to subscribe for new Ordinary Shares should contact
their investment platform, retail broker or wealth manager to confirm if they
are participating in the Retail Offer.

 

Some partners
may only accept applications from existing shareholders and/or existing customers.

 

There is a minimum subscription of £250 per investor. The terms and
conditions on which investors subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee charges. Note,
no commission will be charged to investors by RetailBook in connection with
the Retail Offer.

 

The Company reserves the right to scale back any order under the Retail Offer
at its discretion. The Company reserves the right to reject any application
for subscription under the Retail Offer without giving any reason for such
rejection.

 

Investors should also note that the Retail Offer will remain open alongside a
live share price and the market price of the Ordinary Shares may be less than
the issue price.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for new Ordinary Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the new Ordinary Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of your
investment in the Company and any income from it is not guaranteed and can go
down as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than the amount originally invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 

Enquiries

 

 WH Smith PLC

 Nicola Hillman                         Media                           +44 20 4642 9892
 Relations

 Retail Book Limited                                                    c (mailto:capitalmarkets@retailbook.com) apitalmarkets

                                                                      (mailto:capitalmarkets@retailbook.com) @retailbook.com
 Nick Smith / James Deal                                                (mailto:capitalmarkets@retailbook.com)

 Brunswick                                                              +44 20 7404 5959

 Tim Danaher

 

Further information on the Company can be found on its website at
https://www.whsmithplc.co.uk/investors
(https://www.whsmithplc.co.uk/investors)

 

Important Notices

 

This announcement contains inside information and is issued on behalf of the
Group by Ian Houghton, Company Secretary.

 

The contents of this announcement, which has been prepared by and is the sole
responsibility of the Company, have been approved by Retail Book Limited
("RetailBook") solely for the purposes of section 21(2)(b) of FSMA.

 

The Retail Offer is offered in the United Kingdom under an exception from the
prohibition on public offers contained in Schedule 1 of the Public Offers and
Admissions to Trading Regulations 2024 (the "POATR"). In addition, there is no
requirement for publication of a prospectus pursuant to the POATR and the FCA
Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook (the
"PRM"), or for approval of the same by the FCA. The Retail Offer is not being
made into any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) in
relation to the Retail Offer, and investors' commitments will be made solely
on the basis of the information contained in this announcement and information
that has been published by or on behalf of the Company prior to the date of
this announcement by notification to a Regulatory Information Service in
accordance with the FCA Disclosure Guidance and Transparency Rules and UK MAR.

 

This announcement is not for publication or distribution in or into the United
States.  This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "US
Securities Act") or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold directly or
indirectly in or into the United States, except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the securities
laws of any state or any other jurisdiction of the United States. No public
offering of securities is being made in the United States.

 

The new Ordinary Shares are being offered and sold outside the United States
in "offshore transactions", as defined in, and in compliance with,
Regulation S under the US Securities Act. In addition, the Company has not
been, and will not be, registered under the US Investment Company Act of 1940,
as amended.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into Australia, Canada, New Zealand, Japan, the Republic of South Africa,
any member state of the European Economic Area or any other jurisdiction where
to do so might constitute a violation of the relevant laws or regulations of
such jurisdiction.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for new Ordinary Shares in
Australia, Canada, New Zealand, Japan, the Republic of South Africa, any
member state of the European Economic Area or any other jurisdiction in which
such offer or solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such jurisdiction.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

RetailBook is a proprietary technology platform owned and operated by Retail
Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG).
Retail Book Limited is authorised and regulated in the United Kingdom by the
FCA (FRN 994238).

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. These forward-looking
statements speak only as at the date of this announcement and cannot be relied
upon as a guide to future performance. The Company and RetailBook expressly
disclaim any obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change in the
assumptions, conditions or circumstances on which any such statements are
based unless required to do so by applicable law or regulation, the UK Listing
Rules, the UK Market Abuse Regulation, the Disclosure Guidance and
Transparency Rules, the rules of the London Stock Exchange or the FCA.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of RetailBook or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. RetailBook and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which ordinary shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this announcement is intended to be a profit
forecast and no statement in this announcement should be interpreted to mean
that earnings or target dividend per share of the Company for the current or
future years would necessarily match or exceed the historical published
earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The new Ordinary Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

No other documents or materials are incorporated into, or form part of this
financial promotion and RetailBook has not carried out any verification or due
diligence in respect of any such other documents.

 

 

 

END

 

 

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