TIDMSMWH
RNS Number : 9590W
WH Smith PLC
28 April 2021
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, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION
THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION
28 April 2021
WH Smith PLC
NEW FINANCING ARRANGEMENTS & CONVERTIBLE BOND OFFERING
WH Smith PLC ("WH Smith" or the "Company") today announces it
has successfully agreed new bank financing arrangements and
launched a potential offering (the "Offering") of approximately
GBP325m of guaranteed senior unsecured Convertible Bonds due 2026
(the "Bonds").
WH Smith has separately announced today its Interim results
which should be read in conjunction with this Announcement.
New financing arrangements
The new financing arrangements include a GBP250m RCF (increased
from GBP200m) with an extended maturity from 2023 to 2025 and
provided by an expanded syndicate of lending banks. In addition,
the issue of the Bonds, which is expected to raise approximately
GBP325m, will provide GBP50m of new capacity for WH Smith to fund
the opening of c.100 new Travel stores won and yet to open over the
next three years and new growth opportunities. The remainder of the
proceeds will be used to partially pay down the existing GBP400m
term loans from both the Marshall Retail Group ("MRG") and InMotion
acquisitions. The maturity of the term loans is also extended from
2023 to 2025 in line with the RCF.
Background
The Company has continued to trade well despite the impact of
the pandemic and has maintained its focus on managing costs and its
cash burn in order to protect the balance sheet and liquidity
position of the Group. This has positioned the Company well, and as
the Interim results demonstrate, the Company has continued to
improve its underlying cash burn with a free cash outflow in the
six-month period to 28 February 2021 of GBP13m with cash on deposit
of GBP50m and the GBP200m RCF (increased to GBP250m) fully undrawn.
As restrictions ease and with footfall anticipated to increase, the
Company expects to improve the profitability of the business.
Taking into consideration the known commitments at the end of
March, the Company expects to have a small drawdown on its RCF at
the end of the financial year.
Reasons for the Offering
As the impact of Covid-19 has reduced, and given the Company's
improving financial position, the focus has increasingly turned to
the growth opportunities in Travel where the Company already has
won c.100 stores which are yet to open. As part of this, the
Company has assessed its long-term sources of funding to enable it
to take advantage of significant business opportunities. The
opportunities to open new Travel stores are across all territories
and, in particular, in North America. The new financing
arrangements will help fund these new and existing opportunities
and will put the Company in a strong financial position to
capitalise on the significant opportunities that are expected to
emerge in the travel retail market post-Covid.
In December 2019 at the time of the MRG acquisition, the Company
outlined that in the US MRG had 36 stores that it had won and were
due to open between 2020 and 2024. The Company has continued this
momentum throughout the pandemic and today the pipeline now
comprises 62 stores in the US, with the remaining stores in Travel,
including the UK, Australia and Europe, making a total of c.100
stores to open over the next three years. Despite the pandemic, the
Company has continued with its store opening programme in a
disciplined manner and has opened 38 stores since March 2020.
Looking ahead, the Company expects a substantial amount of new
space to become available, including a number of new tenders for
retail space at international airports and WH Smith is well
positioned to capitalise on this significant opportunity to build
out its store pipeline. In addition, within the UK the Company has
identified further opportunities for new retail space in Travel and
expects to win on average 10 to 15 new stores each year across its
three key channels, particularly in hospitals. WH Smith already has
a strong presence in this channel with c.130 stores in 100
hospitals and it has identified up to 300 hospitals in the UK which
could take one of its three hospital formats: a traditional WH
Smith store, a Marks & Spencer Simply Food store or a Costa
Coffee store.
The new bank financing arrangements and the issue of the Bonds
announced today will also provide balance sheet capacity and
flexibility whilst diversifying the Company's sources of debt
funding. The new financing arrangements will extend the maturity
profile of the bank debt from 2023 to 2025, with the Bonds maturing
in 2026. The Company is also expected to benefit from an ongoing
lower cost of funding from the Bonds.
The issue of the Bonds is equivalent to c.10% of the Company's
existing issued ordinary share capital and therefore senior
management consulted with the Company's major institutional
shareholders ahead of the release of this Announcement.
Offering of the Bonds
The Bonds will be issued by WH Smith PLC and initially
guaranteed by WH Smith Retail Holdings Limited, WH Smith Travel
Limited, WH Smith High Street Limited, WH Smith Hospitals Limited,
InMotion Entertainment Group, LLC, The Marshall Retail Group, LLC
and funkypigeon.com Limited (the "Initial Guarantors"). The terms
and conditions of the Bonds (the "Conditions") will provide for the
addition of further guarantors and the release of guarantors
(including the Initial Guarantors) in certain circumstances.
The Bonds will be issued in principal amounts of GBP100,000 each
and are expected to carry a coupon of between 1.375% and 1.875% per
annum payable semi-annually in arrear in equal instalments on 7 May
and 7 November in each year, with the first interest payment date
being 7 November 2021 (the "First Interest Payment Date"). The
Bonds will be convertible into new and/or existing ordinary shares
of the Company (the "Ordinary Shares"). The initial conversion
price is expected to be set at a premium between 37.5% and 42.5%
above the reference share price which will be equal to the
placement price of an Ordinary Share in the Concurrent Accelerated
Bookbuilding (as defined and further described below). The
conversion price will be subject to adjustment in certain
circumstances in line with market practice. The new bank financing
arrangements described above are conditional on the issuance of the
Bonds.
Settlement and delivery of the Bonds is expected to take place
on or about 7 May 2021 (the "Closing Date"). If not previously
converted, redeemed or purchased and cancelled, the Bonds will be
redeemed at par on the maturity date, currently expected to be on
or around 7 May 2026. The Company will have the option to redeem
all, but not some only, of the outstanding Bonds on or after the
day falling 3 years and 21 days after the Closing Date, at par plus
accrued interest, if the value of the Ordinary Shares underlying
GBP100,000 in principal amount of the Bonds exceeds GBP130,000 on
each of at least 20 dealing days in a period of 30 consecutive
dealing days ending not more than 5 London business days prior to
the giving of the relevant redemption notice by the Company or, at
any time if 15% or less of the principal amount of the Bonds remain
outstanding.
The Joint Global Coordinators (as defined below) intend to
organise a simultaneous placement of existing Ordinary Shares (the
"Concurrent Accelerated Bookbuilding") on behalf of certain
subscribers of the Bonds who wish to sell those Ordinary Shares in
short sales to purchasers procured by the Joint Global Coordinators
in order to hedge the market risk to which the subscribers are
exposed with respect to the Bonds that they acquire in the
Offering. The placement price for the short sales in the Concurrent
Accelerated Bookbuilding shall be determined via an accelerated
bookbuilding process that will be carried out by the Joint Global
Coordinators. The Company and the Initial Guarantors will not
receive any proceeds from any sale of Ordinary Shares in connection
with the Concurrent Accelerated Bookbuilding.
The final terms of the Bonds are expected to be announced
tomorrow (29 April 2021).
Application is intended to be made for the Bonds to be admitted
to trading on the unregulated open market (Freiverkehr) of the
Frankfurt Stock Exchange after the Closing Date but prior to the
First Interest Payment Date.
The Company, on behalf of itself and its subsidiaries, will
agree to a customary lock-up, ending on the date falling 90 days
after the Closing Date, subject to customary exceptions and to
waiver by the Joint Global Coordinators.
Barclays, J.P. Morgan Cazenove, BNP Paribas and HSBC are acting
as Joint Global Coordinators and Joint Bookrunners for the
Offering. Santander is acting as Joint Bookrunner for the Offering.
Certain of the Joint Bookrunners or their affiliates are lenders
under the banking facilities which are intended to be partially
repaid with the proceeds of the issue of the Bonds.
N.M. Rothschild Sons Limited ("Rothschild & Co") is acting
as financial adviser to the Company.
For further information please contact:
WH Smith PLC
Investors: Mark Boyle +44 (0) 7879 897 687
Media: Nicola Hillman +44 (0) 17 9356 3354
Barclays (Joint Global Coordinator, Joint Bookrunner and Joint
Corporate Broker)
Mark Astaire
Omar Alghanim
+44 (0) 20 7623 2323
J.P. Morgan Cazenove (Joint Global Coordinator, Joint Bookrunner
and Joint Corporate Broker)
Edmund Byers
Alex Watkins
+44 (0) 20 7742 4000
BNP Paribas (Joint Global Coordinator and Joint Bookrunner)
Paul Frankfurt
Chris Byrne
+44 (0) 20 7595 2000
HSBC (Joint Global Coordinator and Joint Bookrunner)
Ilyas Amlani
Robert Baker
+44 20 7991 8888
Santander (Joint Bookrunner)
Simon Payne
+34 912572388
Rothschild & Co (Financial Adviser)
Peter Nicklin
Colm Burns
+44 20 7280 5000
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018. The
person responsible for making this announcement is Ian Houghton,
Company Secretary at WH Smith PLC.
IMPORTANT NOTICES
THIS ANNOUNCEMENT DOES NOT COMPRISE A PROSPECTUS OR LISTING
PARTICULARS FOR THE PURPOSES OF THE PROSPECTUS REGULATION (AS
DEFINED BELOW) OR PART VI OF THE FINANCIAL SERVICES AND MARKETS ACT
2000, AS AMED ("FSMA") OF THE UNITED KINGDOM OR OTHERWISE AND NO
SUCH PROSPECTUS OR LISTING PARTICULARS IS REQUIRED TO BE, OR WILL
BE, PREPARED IN CONNECTION WITH THE BONDS OR THE ORDINARY SHARES OF
THE COMPANY (TOGETHER, THE "SECURITIES"). THE DEFINITIVE TERMS OF
THE BONDS WILL BE DESCRIBED IN THE FINAL VERSION OF THE TERMS AND
CONDITIONS OF THE BONDS.
NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE INITIAL GUARANTORS,
ANY OF BARCLAYS BANK PLC, J.P. MORGAN SECURITIES PLC, BNP PARIBAS,
HSBC BANK PLC AND BANCO SANTANDER, S.A. (THE "JOINT BOOKRUNNERS")
OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY PERSON ACTING ON ITS
OR THEIR BEHALF THAT WOULD PERMIT AN OFFERING OF THE SECURITIES OR
POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OFFERING OR
PUBLICITY MATERIAL RELATING TO THE SECURITIES IN ANY JURISDICTION
WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE
POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY, THE
INITIAL GUARANTORS AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES
ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER OF ANY SECURITIES. ANY OFFER
OF THE SECURITIES WILL BE DIRECTED EXCLUSIVELY AT MARKET
PROFESSIONALS AND INSTITUTIONAL INVESTORS, BEING "QUALIFIED
INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS REGULATION. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE
RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENT JUDGEMENT.
IT IS NOT INTED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS
IT TO BE USED OR CONSIDERED AS AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY ANY SECURITY NOR IS IT A RECOMMATION TO BUY OR
SELL ANY SECURITY.
ANY DECISION TO PURCHASE ANY SECURITIES SHOULD ONLY BE MADE ON
THE BASIS OF AN INDEPENT REVIEW BY A PROSPECTIVE INVESTOR OF THE
COMPANY AND ITS GROUP'S (THE "GROUP") PUBLICLY AVAILABLE
INFORMATION. NEITHER THE JOINT BOOKRUNNERS, ROTHSCHILD & CO NOR
ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING
FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR
COMPLETENESS OF, THIS ANNOUNCEMENT OR THE GROUP'S PUBLICLY
AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS
ANNOUNCEMENT IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP
TO THE CLOSING DATE.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY IN
WHOLE OR IN PART IN OR INTO THE UNITED STATES ITS TERRITORIES OR
ITS POSSESSIONS (COLLECTIVELY, THE "UNITED STATES") AUSTRALIA,
JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT IS NOT AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
OF ANY OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY
SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT AND THE GUARANTEE
IN RESPECT OF THE BONDS HAVE NOT BEEN AND WILL NOT BE REGISTERED IN
THE UNITED STATES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED
(THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT. THE BONDS ARE BEING OFFERED
AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS"
PURSUANT TO REGULATION S UNDER THE U.S. SECURITIES ACT. THERE HAS
NOT BEEN AND WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE
UNITED STATES OR IN ANY OTHER JURISDICTION.
COPIES OF THIS ANNOUNCEMENT ARE NOT BEING, AND MUST NOT BE,
MAILED, OR OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN, INTO OR
FROM THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH
MAILING WOULD BE ILLEGAL, OR TO PUBLICATIONS WITH A GENERAL
CIRCULATION IN THOSE JURISDICTIONS, AND PERSONS ACCESSING THIS
ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT
MAIL OR OTHERWISE FORWARD, DISTRIBUTE OR S IT IN, INTO OR FROM THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING WOULD
BE ILLEGAL OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE
JURISDICTIONS.
EACH PERSON WHO PROPOSES TO INVEST IN THE SECURITIES SHOULD
CONSULT HIS/HER PROFESSIONAL ADVISERS TO ASCERTAIN THE SUITABILITY
OF THE SECURITIES AS AN INVESTMENT.
IN CONNECTION WITH THE OFFERING OF THE BONDS AND THE CONCURRENT
ACCELERATED BOOKBUILDING, THE JOINT BOOKRUNNERS AND ANY OF THEIR
RESPECTIVE AFFILIATES ACTING AS AN INVESTOR FOR ITS OWN ACCOUNT MAY
TAKE UP OR DISPOSE OF THE SECURITIES AND IN THAT CAPACITY MAY
RETAIN, PURCHASE OR SELL FOR ITS OWN ACCOUNT THE SECURITIES OR ANY
OTHER SECURITIES OF THE COMPANY OR RELATED INVESTMENTS, AND MAY
OFFER OR SELL THE SECURITIES OR OTHER INVESTMENTS OTHERWISE THAN IN
CONNECTION WITH THE TRANSACTIONS DESCRIBED IN THIS ANNOUNCEMENT.
THE JOINT BOOKRUNNERS DO NOT INT TO DISCLOSE THE EXTENT OF ANY SUCH
INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY
LEGAL OR REGULATORY OBLIGATION TO DO SO. IN ADDITION, EACH OF THE
JOINT BOOKRUNNERS AND THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES
MAY PERFORM SERVICES FOR, OR SOLICIT BUSINESS FROM, THE COMPANY AND
OTHER MEMBERS OF THE GROUP, MAY MAKE MARKETS IN THE SECURITIES OF
SUCH PERSONS AND/OR HAVE A POSITION OR EFFECT TRANSACTIONS IN SUCH
SECURITIES (INCLUDING WITHOUT LIMITATION ASSET SWAPS OR DERIVATIVE
TRANSACTIONS RELATING TO SUCH SECURITIES).
ANY PROSPECTIVE INVESTOR IN THE SECURITIES REFERRED TO IN THIS
ANNOUNCEMENT SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE
ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES. NONE OF THE
COMPANY, THE INITIAL GUARANTORS, ROTHSCHILD & CO OR THE JOINT
BOOKRUNNERS MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF
THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE
ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN
THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES
EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
THE JOINT BOOKRUNNERS ARE ACTING ON BEHALF OF THE COMPANY AND
THE INITIAL GUARANTORS AND NO ONE ELSE IN CONNECTION WITH THE BONDS
AND THE CONCURRENT ACCELERATED BOOKBUILDING AND WILL NOT BE
RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS
AFFORDED TO CLIENTS OF THE JOINT BOOKRUNNERS OR FOR PROVIDING
ADVICE IN RELATION TO THE SECURITIES.
ROTHSCHILD & CO IS ACTING ON BEHALF OF THE COMPANY AND NO
ONE ELSE IN CONNECTION WITH THE BONDS AND WILL NOT BE RESPONSIBLE
TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO
CLIENTS OF ROTHSCHILD & CO OR FOR PROVIDING ADVICE IN RELATION
TO THE SECURITIES.
POTENTIAL INVESTORS WHO ARE IN ANY DOUBT ABOUT THE CONTENTS OF
THIS ANNOUNCEMENT SHOULD CONSULT THEIR STOCKBROKER, BANK MANAGER,
SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER. IT SHOULD BE
REMEMBERED THAT THE PRICE OF SECURITIES AND THE INCOME FROM THEM
CAN GO DOWN AS WELL AS UP.
UK AND EEA SELLING RESTRICTIONS AND DEEMED INVESTOR
REPRESENTATIONS.
THE OFFERING OF ANY SECURITIES IF AND WHEN MADE WILL BE
ADDRESSED ONLY TO, AND DIRECTED ONLY IN, MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA (THE "EEA") (EACH, A "MEMBER STATE") AND THE
UNITED KINGDOM, AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE
MEANING OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"). EACH
PERSON IN A MEMBER STATE OR IN THE UNITED KINGDOM WHO INITIALLY
ACQUIRES ANY BONDS OR TO WHOM ANY OFFER OF SECURITIES MAY BE MADE
AND, TO THE EXTENT APPLICABLE, ANY FUNDS ON BEHALF OF WHICH SUCH
PERSON IS ACQUIRING THE BONDS THAT ARE LOCATED IN A MEMBER STATE OR
IN THE UNITED KINGDOM WILL BE DEEMED TO HAVE REPRESENTED,
ACKNOWLEDGED AND AGREED THAT IT IS A QUALIFIED INVESTOR. IN THIS
ANNOUNCEMENT, THE EXPRESSION "PROSPECTUS REGULATION" MEANS
REGULATION (EU) 2017/1129 AND REGULATION (EU) 2017/1129 AS IT FORMS
PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("EUWA").
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN
FINANCIAL INSTRUMENTS, AS AMED ("MIFID II"); (B) ARTICLES 9 AND 10
OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID
II; (C) LOCAL IMPLEMENTING MEASURES IN THE EEA; (D) REGULATION (EU)
NO 600/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY
VIRTUE OF THE EUWA ("UK MIFIR"); AND (E) THE FCA HANDBOOK PRODUCT
INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK (TOGETHER, THE
"PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY
LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH
ANY "MANUFACTURER" (FOR THE PURPOSES OF THE PRODUCT GOVERNANCE
REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE BONDS
HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS
DETERMINED THAT: (I) THE TARGET MARKET FOR THE BONDS IS (A) IN THE
EEA, ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS
DEFINED IN MIFID II AND (B) IN THE UNITED KINGDOM, ELIGIBLE
COUNTERPARTIES (AS DEFINED IN THE FCA HANDBOOK CONDUCT OF BUSINESS
SOURCEBOOK) AND PROFESSIONAL CLIENTS (AS DEFINED IN UK MIFIR) ; AND
(II) ALL CHANNELS FOR DISTRIBUTION OF THE BONDS TO ELIGIBLE
COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON
SUBSEQUENTLY OFFERING, SELLING OR RECOMMING THE BONDS (A
"DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS'
TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID
II OR THE FCA
HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK
IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN
RESPECT OF THE BONDS (BY EITHER ADOPTING OR REFINING THE
MANUFACTURERS' TARGET MARKET ASSESSMENT) AND DETERMINING
APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE
REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN
RELATION TO ANY OFFERING OF THE BONDS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES
NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS
FOR THE PURPOSES OF MIFID II OR UK MIFIR; 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 BONDS.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - THE BONDS ARE NOT
INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND
SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY
RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A "RETAIL INVESTOR"
MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS
DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A
CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT
CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN
POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY NO KEY
INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS
AMENDED, THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE
BONDS, OR OTHERWISE MAKING THEM AVAILABLE, TO RETAIL INVESTORS IN
THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE
BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN
THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - THE BONDS ARE NOT
INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND
SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY
RETAIL INVESTOR IN THE UK. FOR THESE PURPOSES, A "RETAIL INVESTOR"
MEANS A PERSON WHO IS ONE (OR MORE) OF: (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 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. CONSEQUENTLY NO KEY INFORMATION DOCUMENT
REQUIRED BY REGULATION (EU) NO 1286/2014 AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUWA (THE "UK PRIIPS REGULATION") FOR
OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO
RETAIL INVESTORS IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING
OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY
RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER THE UK PRIIPS
REGULATION.
IN ADDITION, IN THE UNITED KINGDOM ANY MATERIALS RELATING TO ANY
OFFER OF THE SECURITIES WILL BE DISTRIBUTED ONLY TO, AND DIRECTED
ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMENDED (THE "ORDER") AND QUALIFIED INVESTORS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO
WHOM SUCH MATERIALS MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY
SUCH MATERIALS MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED
KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY
MEMBER STATE OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED
INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN
THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER
STATES OF THE EEA.
CANADA - THE BONDS MAY BE SOLD ONLY TO PURCHASERS IN THE
PROVINCES OF CANADA PURCHASING, OR DEEMED TO BE PURCHASING, AS
PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS DEFINED IN NATIONAL
INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF
THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED CLIENTS, AS DEFINED
IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS
AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF THE BONDS OR
ORDINARY SHARES ISSUED ON CONVERSION OF THE BONDS MUST BE MADE IN
ACCORDANCE WITH AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE PROSPECTUS REQUIREMENTS OF APPLICABLE SECURITIES LAWS.
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END
IODEASLPAFSFEFA
(END) Dow Jones Newswires
April 28, 2021 11:45 ET (15:45 GMT)
Grafico Azioni Wh Smith (LSE:SMWH)
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Da Mar 2024 a Apr 2024
Grafico Azioni Wh Smith (LSE:SMWH)
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Da Apr 2023 a Apr 2024