Disclaimer

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY WH SMITH PLC (THE “COMPANY”) IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THESE MATERIALS MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS (AS DEFINED BELOW) OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO WOULD BE UNLAWFUL.

Please read this notice carefully—it applies to all persons who view this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

Viewing the materials you seek to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. In particular, you should not access or distribute these materials if to do so would constitute a violation of the applicable laws and regulations.

The materials do not constitute or form a part of any offer to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire, the securities mentioned in such materials (the “Notes”) in any jurisdiction.

The Notes and the guarantee under the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered or transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, any "U.S. persons" as defined in Regulation S under the Securities Act (“US Persons”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There has been and will be no public offering of the Notes in the United States. Further, unless an exemption under the relevant securities law is applicable, the Notes may not be offered, sold, resold, pledged, delivered or transferred, directly or indirectly, in or into any jurisdiction if to do so would (a) constitute a violation of the relevant laws of such jurisdiction, (b) require registration thereof in such jurisdiction or (c) require the publication of a prospectus in such jurisdiction.

The Notes constitute “packaged” products for the purposes of (i) Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) and (ii) Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK PRIIPs Regulation”). No key information document has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA and the UK may be unlawful under the PRIIPs Regulation and the UK PRIIPs Regulation, respectively. For these purposes, a “retail investor” means a person who is one (or more) of: (a) (in the EEA) (i) a retail client as defined in point (11) of Article 4(1) of Markets in Financial Instruments Directive (2014/65/EU), as amended (“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MIFID II; or (b) (in the UK) (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.

Basis of access

Access to electronic versions of these materials is being made available on this website by the Company in good faith and for information purposes only. Any person seeking access to this website represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy the Notes or any securities in the Company.

Neither the Company, nor any person who controls it nor any affiliate, director, officer, employee, agent or adviser of it or affiliate of such person accepts any liability arising out of or in connection with the use of the materials related to the Notes set out in this website.

Any person seeking to access this website (a) represents and warrants to the Company that they are not (1) a US Person, (2) located in the United States (as that term is defined in Regulation S under the Securities Act), Australia, Canada, Japan or South Africa, or (3) a retail investor in the EEA or the UK and (b) agrees that they will not transmit or otherwise send any materials contained in this website to any person in the United States, Australia, Canada, Japan, South Africa or any other territory where to do so would breach applicable local law or regulation.

By clicking "I agree" below, you are certifying that you have read, understood and agreed to the information provided above. If you are not permitted to view materials on this or subsequent website(s) or are in any doubt as to whether you are permitted to view these materials, please exit this website or click "I disagree" below.