Sale of US businesses

Smith WH PLC 18 September 2003 18 September 2003 WH SMITH PLC SALE OF US AIRPORT AND HOTEL RETAILING BUSINESSES WH Smith PLC today announces the sale of its two US businesses. Its US airport retailing business ('US Airports Business') is being sold to the Hudson Group for £41m ($64m) and its US hotel retailing business ('US Hotels Business') is being sold to former management for £8m ($12.5m). Following completion of these transactions, WHSmith will provide transitional services for the US Hotels Business until 29 February 2004, after which the Head Office in Atlanta will close. WHSmith will retain no ongoing operational presence in the USA. US Airports Business The total consideration of £41m consists of £25m of cash and £16m of deferred consideration payable by way of an interest bearing loan note with a 5% coupon. WHSmith is selling 180 stores located in 23 airport locations together with certain assets and liabilities associated with the US Airports Business. The sale is conditional on receiving the necessary regulatory approvals and assignment of leases from the airport landlords. Both WHSmith and the Hudson Group anticipate the transaction will complete within 2 months. In the year to 31 August 2002, the US Airports Business generated sales of £133m and store contribution before central costs of £8m. US Hotels Business The total consideration of £8m will be satisfied by way of an interest bearing loan note with a 5% coupon. WHSmith will hold a 15 per cent equity interest in the company formed to acquire the assets. WHSmith will also provide a loan facility of up to £4m to the new company. The US Hotels Business consists of 280 stores in Hotels across continental USA, the Caribbean and Hawaii. The sale is conditional on receiving the necessary assignment of leases from hotel landlords. It is anticipated that the transaction will complete within 2 months. In the year to 31 August 2002, the US Hotels Business generated £83m of sales and the stores incurred losses before central costs of £4m. US Head Office Following the exit of both businesses, the central Head Office in Atlanta will be closed after providing transitional services to the purchasers for a maximum period up to 29 February 2004. Closure costs are anticipated to amount to £7m. Central administration costs in the year to 31 August 2002 were £20m. Asset Values An exceptional charge reflecting impairment of asset carrying values of the businesses being sold was taken as at 31 August 2002 for £27m and a further £35m charge was taken as at 28 February 2003. The net asset value of WHSmith US Travel Retail, as at February 2003, after these exceptional charges, was £43m. Commenting on the proposed sale, Richard Handover, Group Chief Executive, WH Smith PLC said: 'WHSmith operated profitably in the US market for sixteen years, when a combination of an economic downturn and the terrorist attacks of September 11th moved the businesses from profit to substantial losses. 'While the airport retailing market is one in which we will continue to participate, in other parts of the world, the disposal of the hotels retailing business would leave a sub-scale business in the US. The Board therefore decided it was in the shareholders' best interests to exit from both the US hotel and airport retailing markets. 'The disposals will be significantly earnings enhancing.' James S.Cohen, President and CEO of the Hudson Group commented, 'This is an important strategic development for the Hudson Group allowing us to extend the national recognition of the Hudson brand. This acquisition will raise Hudson Group's premier retail footprint to 450 news and gift stores in North American airports and commuter terminals, establishing the company as the leading transportation retailer throughout North America.' -ENDS- Enquiries: WH Smith PLC Richard Handover Group Chief Executive 020 7409 3222 John Warren Group Finance Director 020 7409 3222 Mark Boyle Investor Relations 020 7514 9630 Louise Evans Media Relations 020 7514 9624 Brunswick Timothy Grey 020 7404 5959 The Hudson Group James Cohen President & CEO 001 201 867 3600 xt.1003 Joseph DiDomizio Executive Vice President 001 201 939 5050 Sonya Buckman VP Public Relations/Communications 001 201 939 5050 Notes to Editors WHSmith WH Smith PLC is one of the UK's leading retail groups incorporating market-leading companies in retail, publishing and news distribution. WHSmith USA Travel Retail was established in 1985 with the acquisition of 300 hotel and airport stores from Elson's Inc. By the late nineties the business had established market-leading shares in both markets. In 2000, Hazelwood Enterprises, a hotel gift operator was acquired, quickly followed by the purchase of Benjamin Books, an airport retailer, giving WHSmith a presence in 9 of the top 10 US airports. The WHSmith USA Travel Retail business operated profitably for 16 years. In the year prior to September 11th 2001, it generated profits of £12m and operated over 500 hotel and airport stores. The Hudson Group The Hudson Group currently operates over 250 news, gift and specialty stores in North American airports and commuter terminals, in addition to being one of the U.S's largest wholesale distributors of magazines and books. This information is provided by RNS The company news service from the London Stock Exchange

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