TIDMSMWH
RNS Number : 0406X
WH Smith PLC
29 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
29 April 2021
WH Smith PLC
Pricing of Convertible Bond Offering
WH Smith PLC ("WH Smith" or the "Company") today announces the
successful pricing and final terms of its offering (the "Offering")
of GBP327 million of guaranteed senior unsecured Convertible Bonds
due 2026 (the "Bonds".)
The Bonds will be issued by WH Smith 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 will carry a coupon of 1.625% 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 set at
GBP24.99, representing a premium of 40% above the reference share
price of GBP17.85 which is equal to the placement price of 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.
Settlement and delivery of the Bonds is expected to take place
on 7 May 2021 (the "Closing Date"). If not previously converted,
redeemed or purchased and cancelled, the Bonds will be redeemed at
par on 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) have organised
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
(referred to below) 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 has been determined via an
accelerated bookbuilding process that was 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.
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, has
agreed 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
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 (0) 20 7991 8888
Santander (Joint Bookrunner)
Simon Payne
+34 912572388
Rothschild & Co (Financial Adviser)
Peter Nicklin
Colm Burns
+44 (0) 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.
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 RECOMMATION 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
INTED 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 AMED, 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
INTED 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 AMED (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
MSCPPUUGCUPGUAB
(END) Dow Jones Newswires
April 29, 2021 02:00 ET (06:00 GMT)
Grafico Azioni Wh Smith (LSE:SMWH)
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Da Feb 2024 a Mar 2024
Grafico Azioni Wh Smith (LSE:SMWH)
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Da Mar 2023 a Mar 2024