Results of capital raise
Summary by AI BETAClose X
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM 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.
THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION
FOR IMMEDIATE RELEASE
10 June 2026
WH SMITH PLC
Results of capital raise
Further to the announcement released earlier today by WH Smith PLC ("WHSmith" or the "Company"), the Company now announces the successful pricing of new ordinary shares in the capital of the Company (the "Capital Raise").
A total of 25,046,629 new ordinary shares in WHSmith (the "Placing Shares") have been placed by Barclays Bank PLC ("Barclays"), Goldman Sachs International ("Goldman Sachs") and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") at a price of 410 pence per Placing Share, with existing and new institutional investors (the "Placing"). Barclays, Goldman Sachs and J.P. Morgan Cazenove are acting as Joint Global Coordinators and Joint Bookrunners (together, the "Banks") in relation to the Placing. Merrill Lynch International ("BofA Securities", or the "Financial Adviser") is acting as Financial Adviser to the Company in relation to the Placing.
Concurrently with the Placing, eligible retail investors have subscribed in the offer made by the Company via RetailBook for a total of 244,000 new ordinary shares (the "Retail Offer Shares") at the Placing Price (the "Retail Offer").
In addition, certain directors and members of management of the Company will subscribe (the "Subscription") for an aggregate of 514,631 new ordinary shares in the capital of the Company (the "Subscription Shares") at the Placing Price pursuant to subscription letters entered into with the Company.
The Placing, Retail Offer and Subscription, which together comprise the Capital Raise, raised gross proceeds of approximately £106 million. The Placing Price represents a discount of 0.5% to the middle market price of 412 pence at the time at which the Company and the Banks agreed the Placing Price. The Placing Shares, Retail Offer Shares and Subscription Shares represent approximately 20% of the issued ordinary share capital of WHSmith prior to the Placing, Retail Offer and Subscription.
An application has been made to the London Stock Exchange plc (the "LSE") for admission to trading of the Placing Shares, the Retail Offer Shares and Subscription Shares on the LSE's main market for listed securities (together, "Admission"). It is expected that Admission will take place at or around 8:00 a.m. on 12 June 2026 (or such later date as may be agreed between WHSmith and the Banks) and that dealings in the Placing Shares, Retail Offer Shares and Subscription Shares will commence at the same time.
The Placing, Retail Offer and Subscription are conditional upon, amongst other things, Admission becoming effective and the placing agreement between the Company and the Banks not being terminated in accordance with its terms.
The Placing Shares, Retail Offer Shares and Subscription Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of WHSmith, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Following Admission, the total number of ordinary shares in issue in WHSmith will be 152,258,405. WHSmith holds no ordinary shares in treasury. This figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, WHSmith under the FCA's Disclosure Guidance and Transparency Rules.
The Company has undertaken that, between the date of this Announcement and 180 calendar days after the date of Admission, it will not, directly or indirectly, issue or allot ordinary shares, subject to customary exceptions or waiver by the Banks.
Related party transaction
Causeway Capital Management LLC ("Causeway") is a substantial shareholder in the Company for the purposes of the UK Listing Rules as a result of being entitled to exercise, or to control the exercise of, 20 per cent. or more of the votes able to be cast at general meetings of the Company. Causeway is therefore considered to be a related party for the purposes of the UK Listing Rules. Causeway has agreed to subscribe for 6,461,433 Placing Shares, amounting to a total subscription of approximately £26 million.
The participation in the Placing by Causeway constitutes a notifiable related party transaction falling within UK Listing Rule 8.2.1R. Accordingly, the Board of Directors of the Company (comprising for these purposes independent directors) confirms that it considers that Causeway's participation in the Placing is fair and reasonable as far as shareholders of the Company are concerned, and that the Board has been so advised by J.P. Morgan Cazenove as Sponsor to the Company.
Subscription
Certain directors, persons discharging managerial responsibilities and other members of management of the Company have agreed to subscribe for Subscription Shares, at the Placing Price, as follows:
|
Name |
Number of Subscription Shares |
|
Leo Quinn |
365,853 |
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Max Izzard |
36,585 |
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Simon Emeny |
2,439 |
|
Situl Jobanputra |
3,658 |
|
Helen Rose |
12,195 |
|
Andrew Harrison |
24,390 |
|
Huw Crwys-Williams |
18,292 |
|
Ian Houghton |
24,390 |
|
Other members of management |
26,829 (in aggregate) |
Enquiries
For further information please contact:
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WH Smith PLC |
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Nicola Hillman Mark Boyle |
Media Relations Investor Relations |
+44 20 4642 9892 +44 78 7989 7687 |
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Brunswick |
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Tim Danaher |
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+44 20 7404 595 |
Herbert Smith Freehills Kramer LLP is acting as legal adviser to the Company in respect of the Capital Raise.
Allen Overy Shearman Sterling LLP is acting as legal advisers to the Banks in respect of the Capital Raise.
Pre-Emption Group reporting
The Capital Raise is a non-pre-emptive issue of equity securities for cash and accordingly the Company makes the following post-transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).
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Name of issuer |
WH Smith PLC |
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Transaction details |
The Capital Raise of 25,805,260 new ordinary shares comprises the Placing to institutional investors, the Retail Offer to eligible UK retail investors via RetailBook and the Subscription by certain directors and members of management of the Company, and represents, in aggregate, approximately 20 per cent of the existing issued ordinary share capital of the Company prior to the Capital Raise. Settlement for the Placing Shares, Retail Offer Shares and Subscription Shares and Admission are expected to take place on or before 8:00 a.m. on 12 June 2026. |
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Use of proceeds |
The net proceeds of the Capital Raise will strengthen the balance sheet, enable continued execution of the Company'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. Accordingly, the Capital Raise is expected to reduce leverage from the current higher than targeted leverage levels to around 2x by the end of the 2026 financial year. |
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Quantum of proceeds |
In aggregate, the Capital Raise raised gross proceeds of approximately £106 million and net proceeds of approximately £102 million. |
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Discount |
The Placing Price represents a discount of 0.5% to the middle market price of 412 pence at the time at which the Company and the Banks agreed the Placing Price. |
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Allocations |
Allocations were determined in consultation between the Company and the Banks, and allocations were carried out in compliance with the applicable MiFID II allocation requirements. Where possible, soft pre-emption has been adhered to in the allocations process. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata entitlements, and wall-crossed investors. |
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Consultation |
Prior to launch of the Placing, the Banks undertook a market sounding process, including with major shareholders, to the extent reasonably practicable and permitted by law. |
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Retail investors |
The Capital Raise included the Retail Offer, for a total of 244,000 ordinary shares, via the RetailBook platform. Retail investors who participated in the Retail Offer were able to do so at the same Placing Price as all other investors participating in the Placing and the Subscription. The Retail Offer was made available to existing shareholders and new investors in the UK. Investors were able to participate through RetailBook's partner network of retail brokers, wealth managers and investment platforms. As such, to the extent practicable on the transaction timetable, eligible UK retail investors (including certificated retail shareholders) had the opportunity to participate in the Retail Offer alongside institutional investors. Allocations in the Retail Offer were preferentially directed towards existing shareholders in keeping with the principle of soft pre-emption. |
IMPORTANT NOTICES
This Announcement contains inside information and is issued on behalf of the Group by Ian Houghton, Company Secretary.
This Announcement should be read in its entirety. In particular you should read and understand the information provided in the "Important Notices" section of this Announcement. Unless otherwise stated, defined terms in this Announcement have the meanings ascribed to them in Appendix 2 of the announcement released by the Company earlier today titled "Proposed capital raise through a placing of new ordinary shares".
This Announcement is not intended to, and does not constitute, or form part of, any offer to sell or issue or any solicitation of an offer to purchase, subscribe for, or otherwise acquire, any securities in any jurisdiction.
No action has been taken by the Company, the Banks, the Financial Adviser or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the securities referred to herein or possession or distribution of this Announcement or any other offering or publicity material relating to the securities referred to herein in any jurisdiction where action for that purpose is required.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Banks, the Financial Adviser or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
The distribution of this Announcement and the offering, placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Banks, the Financial Adviser or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Company, and the Banks to inform themselves about and to observe any such restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, New Zealand, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.
This communication is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "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 exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.
Members of the public are not eligible to take part in the Placing. This Announcement is for information purposes only and is directed at and may only be communicated to (a) in the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"); and (b) in the United Kingdom, persons who are "qualified investors" within the meaning of paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (the "POATR") ("UK Qualified Investors") who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement relates is only available to, and will be engaged in only with, in the EEA, Qualified Investors, and in the UK, Relevant Persons. Persons distributing this Announcement must satisfy themselves that is lawful to do so. This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.
Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors, the Banks and the Financial Adviser each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, 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.
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 as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Barclays Bank PLC ("Barclays"), Goldman Sachs International ("Goldman Sachs"), J.P. Morgan Securities plc ("J.P. Morgan Cazenove") and Merrill Lynch International ("BofA Securities") are each authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA. Each of Barclays, Goldman Sachs, J.P. Morgan Cazenove and BofA Securities is acting exclusively for the Company and no one else in connection with the Placing, the content of this Announcement and other matters described in this Announcement. Barclays, Goldman Sachs, J.P. Morgan Cazenove and BofA Securities will not regard any other person as their respective clients in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.
In connection with the Placing, each of the Banks and any of their affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by the Banks and any of their affiliates acting in such capacity. In addition, the Banks and any of their affiliates may enter into financing arrangements (including swaps and contracts for differences) with investors in connection with which the Banks and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. In addition, in the event that the Banks acquire Placing Shares in the Placing, they may co-ordinate disposals of such shares in accordance with applicable law and regulation. Except as required by applicable law or regulation, the Banks do not propose to make any public disclosure in relation to such transactions.
Each of the Banks, the Financial Adviser and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Banks, the Financial Adviser and their respective affiliates may provide such services to the Company and/or its affiliates in the future. Certain of the Banks, the Financial Adviser or their respective affiliates are lenders and/or may in the future be, lenders, and in some cases agents or managers for the lenders, under certain of the Group's credit facilities and other credit arrangements. The Company may use any net proceeds it receives from the sale of the Placing Shares to repay financial indebtedness, which may include such credit facilities and other credit arrangements. In their capacity as lenders, such lenders may, in the future, seek a reduction of a loan commitment to the Company or its affiliates, or impose incremental pricing or collateral requirements with respect to such facilities or credit arrangements, in the ordinary course of business. In addition, certain of the Banks, the Financial Adviser or their affiliates that have a lending relationship with the Company or its affiliates may routinely hedge their credit exposure to the Company and/or its affiliates consistent with their customary risk management policies; a typical hedging strategy would include these Banks or their affiliates hedging such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in the Company's securities.
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 Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
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