WH Smith PLC - Circ re. Proposed Acquisition of Marshall Retail
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
For Immediate Release
Publication of Circular
Further to the announcement made by
The Circular, which contains a notice of a General Meeting of
The defined terms set out in Appendix II of the announcement on
MRG has performed strongly in its current financial year (ending
Media: Nicola Hillman +44 (0) 1793 563 354
Greenhill - Lead Financial Adviser
London: Charles Gournay, Dean Rodrigues +44 (0) 20 7198 7400
New York: Richard Steinman, Samuel Sandford +1 212 389 1500
Barclays - Joint Financial Adviser and Corporate Broker
Mark Astaire, Stuart Jempson +44 (0) 20 7623 2323
J.P. Morgan Cazenove - Sponsor, Joint Financial Adviser and Corporate Broker
Edmund Byers, Behzad Arbabzadah +44 (0) 20 7742 4000
Nicholas Hall, Ed Digby
Brunswick - Public Relations Adviser
Fiona Micallef-Eynaud, Alice Gibb +44 (0) 20 7404 5959
This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. WH Smith shareholders are advised to read carefully the Circular. Any response to the Transaction should be made only on the basis of the information in the Circular.
Apart from the responsibilities and liabilities, if any, which may be imposed on each of the Financial Advisers under FSMA or the regulatory regime established thereunder, the Financial Advisers accept no responsibility whatsoever for the contents of this Announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Transaction, or any other matter referred to herein. Subject to applicable law, each of the Financial Advisers accordingly disclaims, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Announcement or any such statement.
The securities of the Group have not been and will not be registered under the US Securities Act of 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, sold, pledged or transferred, directly or indirectly, in, into or within 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 any applicable securities laws of any relevant state or other jurisdiction of the United States. There has been and will be no public offering of the securities of the Group in the United States.
Cautionary statement regarding forward-looking statements
This Announcement may contain "forward-looking statements" with respect to certain of the Group's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they are based on numerous assumptions regarding WH Smith's present and future business strategies, relate to future events and depend on circumstances which are or may be beyond the control of WH Smith and/or MRG and which could cause actual results of trends to differ materially from those made in or suggested by the forward-looking statements in this Announcement, including, but not limited to, domestic and global economic business conditions; market-related risks such as fluctuations in interest rates; the policies and actions of governmental and regulatory authorities; the effect of competition, inflation and deflation; the effect of legislative, fiscal, tax and regulatory developments in the
jurisdictions in which WH Smith and MRG and their respective affiliates operate; the effect of volatility in the equity, capital and credit markets on profitability and ability to access capital and credit; a decline in credit ratings of WH Smith and/or MRG; the effect of operational and integration risks; an unexpected decline in sales for WH Smith or MRG; inability to realise anticipated synergies; any limitations of internal financial reporting controls; and the loss of key personnel. Any forward-looking statements made in this Announcement by or on behalf of WH Smith speak only as of the date they are made. Save as required by the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the Listing Rules or by law, WH Smith undertakes no obligation to update these forward-looking statements and will not publicly release any revisions it may make to these forward-looking statements that may occur due to any change in its expectations or to reflect events or circumstances after the date of this Announcement.
This information is provided by RNS, the news service of the
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