Completion of Sale

WH Smith PLC ("WHSmith" or "the Group") announces that, further to its announcement on 28 March 2025, it has completed the sale of its UK High Street business1 to Modella Capital (the "Transaction").

This Transaction is consistent with the Group's strategic focus on travel retail and creates a pure play global travel retailer which is well positioned to capture the substantial global growth opportunities in its key markets and drive enhanced shareholder value.

Following the agreement and announcement of the sale, the future of the High Street business under a change of ownership has led to a more cautious outlook amongst stakeholders. This, combined with a period of softer trading, has resulted in a reduction in the ongoing cash flow of the business. Consequently, Modella has recently sought amendments to the construct of the Transaction.

Having reflected carefully on the options and alternatives and, in particular, the value to the Group and its shareholders of ensuring a successful completion of the Transaction, the Group entered into negotiations to establish revised terms for the Transaction given the original agreement was no longer deliverable.

Accordingly, the revised sale value terms are as follows:

o Up-front consideration of £10m received at completion

o Up to £20m of deferred consideration whereby WHSmith and Modella equally share in the cash flow generation of the business to August 2026

o Up to £10m of additional proceeds based on timing and realisation of certain tax assets within the High Street business

In summary, WHSmith expects gross cash proceeds of up to £40m (with £10m expected in FY25; up to £20m in FY26; and £10m of deferred tax assets delivered as it becomes payable). This compares to the previous announcement of £52m of gross cash proceeds. Transaction and separation costs remain unchanged at £27m.

Following the Transaction, WHSmith expects Headline net debt as at 31 August 2025 to be around £425m.

As the Group enters the peak summer trading period, the Travel divisions continue to trade in line with market expectations.