Statement re Possible Offer

Smith WH PLC
22 April 2004

22 April 2004

                                  WH Smith PLC

        Statement regarding preliminary approach about a possible offer

WH Smith PLC ('WH Smith' or the 'Company') has today released its interim
results for the six month period ended 29 February 2004 in which it is noted
that the operational and financial review of the Company being undertaken by
Kate Swann, CEO, is progressing well.

The Board has considered the preliminary approach from Permira regarding a
possible offer for WH Smith at 375p per ordinary share in cash less the declared
4p interim dividend (with a partial equity alternative). Permira has indicated
that the making of a formal offer is subject to a number of pre-conditions
including confirmatory due diligence. The Board has agreed to allow Permira to
conduct confirmatory due diligence on the Company.

Shareholders should note that, as the approach is preliminary and there are a
number of pre-conditions to the making of any offer, there can be no certainty
that an offer for the Company will be made.

A further announcement will be made in due course.

This statement is not being made with the agreement or approval of Permira.

Enquiries:

WH Smith PLC                                     020 7409 3222
Mark Boyle         Investor Relations            020 7514 9630
Louise Evans       Media Relations               020 7514 9624

Brunswick                                        020 7404 5959
Tim Grey



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