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Highlights
• WHSmith finalises sale of its UK High Street business to Modella Capital with revised terms
• Up to £40 million in gross proceeds expected, down from original £52 million agreement
• Group now positioned as a pure-play global travel retailer with continued travel division performance

WH Smith PLC (SMWH) has completed the sale of its UK High Street business to Modella Capital, confirming a strategic shift towards its core focus on global travel retail. The transaction, originally announced on 28 March 2025, has undergone structural revisions following a period of reduced business cash flow and increased stakeholder caution during the ownership transition.

The completed sale transforms WHSmith into a pure-play global travel retailer, aligning with its long-term strategy to capitalise on the expanding global travel market. The move positions the Group to better harness growth opportunities across airport, railway, and international travel locations.

Revised Transaction Terms

Under the revised deal structure, WHSmith received £10 million in up-front cash consideration at completion. The Group is also eligible for up to £20 million in deferred consideration through a profit-sharing arrangement with Modella Capital based on the cash flow performance of the High Street business through August 2026. An additional £10 million in proceeds is potentially payable, subject to the timing and realisation of certain tax assets tied to the business.

In total, WHSmith now expects gross cash proceeds of up to £40 million from the transaction. This is a reduction from the previously announced total of £52 million, following adjustments made in response to changing market dynamics and the underperformance of the High Street segment during the sale process. Transaction and separation-related costs remain unchanged at £27 million.

The Group stated that, after careful evaluation of the revised proposal and alternatives, the amended terms offered the most value to shareholders by ensuring the successful completion of the transaction under the changed circumstances.

Financial Impact and Trading Outlook

Post-transaction, WHSmith expects headline net debt to be approximately £425 million as of 31 August 2025. Despite this, the Group remains optimistic about its travel retail operations, which continue to perform in line with market expectations as the company heads into the peak summer trading season.

WHSmith's Travel divisions — including stores at airports, train stations, and other travel hubs — remain central to its strategic focus. The company is expected to leverage its global footprint and operational expertise to drive further growth and shareholder returns in the travel retail sector.

With the divestment of its High Street business now complete, WHSmith is fully aligned with its vision of becoming a leading global travel retailer.