2 August 2006

WH Smith PLC

 

Results of Shareholder Meetings

Separation of the WH Smith Retail and News businesses via a Demerger

 

The Board of WH Smith is pleased to announce that at the Shareholder Meetings held earlier today, all of the resolutions approving the separation of the WH Smith Retail and News businesses via a Demerger and the Share Plans Proposals were passed.

At the Court Meeting to approve the Scheme, the resolution approving the Scheme was passed by the requisite majorities on a poll. The voting of those Shareholders who cast votes either in person or by proxy at the Court Meeting was as follows:

 

For

% of total

Against

% of total

Number of Votes

108,289,161

99.89

117,376

0.11

Number of Voters

2,008

 

99

 

 

In addition, at the EGM also held today, the special resolution to approve the Scheme, the related reduction of capital of WH Smith and certain other related arrangements, and the ordinary resolutions to approve the Share Plans Proposals, were also passed by the requisite majorities on a show of hands. The following levels of proxy appointments and associated voting instructions were received prior to the meeting:

 

Resolution Number

Proxy Votes For the Resolution

Proxy Votes Against the Resolution

Abstentions

1

109,436,580

249,372

727,022

2

103,653,322

5,518,335

1,241,317

3

103,767,935

5,418,733

1,226,306

4

109,872,079

157,990

382,905

5

103,654,396

5,517,556

1,241,022

6

103,767,277

5,418,692

1,227,005

7

109,874,249

156,622

382,103

 

Any proxy appointments which gave discretion to the Chairman have been included in the “for” total.

 

Following the passing of the resolutions, Smiths News Shares are expected to be admitted to the Official List for trading on the London Stock Exchange on 30 August 2006 and the Demerger is expected to become effective on 31 August 2006. New WH Smith Shares are expected to be admitted to the Official List for trading on the London Stock Exchange on 1 September 2006. Smiths News PLC will be the holding company for both the WH Smith Retail business and the News business on 30 August 2006 and 31 August 2006. From 1 September 2006, Smiths News and New WH Smith will trade as two separate entities. It is also intended that, upon the Demerger, New WH Smith will be renamed “WH Smith PLC”.

.

For Shareholders who hold WH Smith Shares through the CREST system, WH Smith expects to credit their CREST account on 30 August 2006 with Smiths News Shares and on 1 September 2006 with New WH Smith Shares. Shareholders who transfer the Smiths News Shares to which they are entitled prior to the Demerger Effective Time (expected to be 6.00 pm on 31 August 2006) will not receive any New WH Smith Shares. Certificates for Smiths News Shares and New WH Smith Shares are expected to be dispatched on 8 September 2006.

 

Expected Timetable of Principal Events

 

Court hearing of the petition to sanction the Scheme

25 August 2006

Court hearing of the petition to confirm the WH Smith Reduction of Capital

29 August 2006

Scheme Record Time

6.00pm on 29 August 2006

Last day of dealing in WH Smith Shares

29 August 2006

Scheme becomes effective and Smith News becomes the ultimate holding company of WH Smith

shortly after 7.30am on 30 August 2006

Delisting of WH Smith Shares

8.00am on 30 August 2006

Smiths News Shares admitted to the Official List, crediting of Smiths News Shares to CREST accounts and trading in Smiths News Shares commences on the London Stock Exchange

8.00am on 30 August 2006

Court hearing of the petition to confirm the Smith News Reduction of Capital

30 August 2006

Smith News Reduction of Capital becomes effective

31 August 2006

Demerger Record Time

6.00pm on 31 August 2006

Effective time for the Demerger

close of business on 31 August 2006

New WH Smith Shares admitted to the Official List, crediting of New WH Smith Shares to CREST accounts and trading in New WH Smith Shares commences on the London Stock Exchange

8.00am on 1 September 2006

Court hearing of the petition to confirm the New WH Smith Reduction of Capital

1 September 2006

New WH Smith Reduction of Capital becomes effective

4 September 2006

Dispatch of certificates for Smiths News Shares and New WH Smith Shares

8 September 2006

 

Notes:

All definitions used in the circular to Shareholders dated 7 July 2006 shall apply to this announcement.

If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement on a Regulatory Information Service. All times are London times.

Copies of the resolutions may be viewed at the Document Viewing Facility of the Financial Services Authority, 25 North Colonnade, London E14 5HS during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted).

 

Enquiries:

WH Smith PLC                                                                                                                  

Mark Boyle            Investor Relations                                                     +44 (0) 20 7851 8820

Louise Evans         Media Relations                                                        +44 (0) 20 7851 8850

 

Brunswick                                                                                           +44 (0) 207 404 5959

Tom Buchanan

Pam Small