Smith (DS) Regulatory News (SMDS)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY OF THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA, SWITZERLAND, THE UNITED ARAB EMIRATES OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

25 July 2018

For immediate release

DS SMITH PLC

ANNOUNCEMENT OF RESULTS OF RIGHTS ISSUE

DS Smith Plc ("DS Smith" or the "Company") today announces that the 3 for 11 Rights Issue of 293,068,454 New Ordinary Shares at 350 pence per New Ordinary Share announced on 19 June 2018 closed for acceptances at 11:00 a.m. (London time) on 24 July 2018. The Company received valid acceptances in respect of 282,893,119 New Ordinary Shares, representing approximately 96.5 per cent. of the total number of New Ordinary Shares to be issued pursuant to the fully underwritten Rights Issue.

It is expected that the New Ordinary Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m on 25 July 2018 and that definitive share certificates in respect of New Ordinary Shares in certificated form will be dispatched to Shareholders by no later than 3 August 2018.

It is expected that the New Ordinary Shares will commence trading, fully paid, on the London Stock Exchange plc's main market for listed securities on 25 July 2018.

In accordance with their obligations under the Underwriting Agreement as Joint Underwriters in respect of the Rights Issue as set out in the Prospectus, Goldman Sachs International, J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove and Citigroup Global Markets Limited will endeavour to procure subscribers for the remaining 10,175,335 New Ordinary Shares not validly taken up in the Rights Issue, failing which the Joint Underwriters have agreed to acquire, in proportion to their underwriting commitment, any remaining New Ordinary Shares.

The net proceeds from the placing of such New Ordinary Shares (after the deduction of the Issue Price of 350 pence per New Ordinary Share and the expenses of procuring subscribers including any applicable brokerage and commissions and amounts in respect of VAT which are not recoverable), if any, will be paid (without interest) to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than £5 will not be paid to such persons but will be aggregated and paid to the Company.

A further announcement as to the number of New Ordinary Shares for which subscribers have been procured will be made in due course.

For further information please contact:

DS Smith Plc +44 (0) 20 7756 1800

Investors

Hugo Fisher, Group Communications Director

Rachel Stevens, Investor Relations Director

Media +44 (0) 20 7756 1800

Greg Dawson, Corporate Affairs Director

Goldman Sachs International (Lead Financial Adviser +44 (0) 20 7774 1000

and Joint Bookrunner)

Anthony Gutman

Nick Harper

Charlie Lytle

J.P. Morgan Cazenove (Sponsor, Financial Adviser and +44 (0) 20 7777 2000

Joint Bookrunner)

Charles Harman

Richard Walsh

Guy Bomford

Citigroup Global Markets Limited (Joint Bookrunner) +44 (0) 20 7986 4000

Andrew Seaton

Alex Carter

Christopher Wren

Brunswick Group LLP +44 (0) 20 7404 5959

Simon Sporborg

Christina Clark

END

IMPORTANT NOTICE

Capitalised terms used but not defined in this announcement have the meanings given to them in the prospectus dated 19 June 2018 (the "Prospectus"), which is available on the Company's website (www.dssmith.com).

This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction.

The information contained herein is not for distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States, Australia, Canada, Hong Kong, Japan, South Africa, Switzerland or the United Arab Emirates, or any other jurisdiction where to do so would constitute a violation of the securities laws of such jurisdiction. These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States, Australia, Canada, Hong Kong, Japan, South Africa, Switzerland or the United Arab Emirates.

The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under any 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 under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.

There will be no public offering of securities in the United States, Australia, Canada, Hong Kong, Japan, South Africa, Switzerland or the United Arab Emirates, or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult an independent financial adviser. The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations. This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change without notice.

Citi, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting for the Company and no one else in connection with the Acquisition and Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Citi, nor for providing advice in relation to the Acquisition or the Rights Issue. Neither Citi nor any of its respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citi, in connection with the Acquisition or Rights Issue, any statement contained in this announcement or otherwise.

Goldman Sachs, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting solely for the Company and no one else in connection with the Acquisition and the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Goldman Sachs, nor for providing advice in relation to the Acquisition or the Rights Issue. Neither Goldman Sachs nor any of its respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs, in connection with the Acquisition or the Rights Issue, any statement contained in this announcement or otherwise.

JPMC, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting solely for the Company as sponsor and financial adviser in connection with the Acquisition and as sponsor in connection with the Rights Issue and no one else and will not regard any other person as its client in relation to the Acquisition or Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of JPMC, nor for providing advice in relation to the Acquisition or the Rights Issue. Neither JPMC nor any of its respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of JPMC, in connection with the Acquisition or the Rights Issue, any statement contained in this announcement or otherwise.

Save for the responsibilities and liabilities, if any, of each of Citi, Goldman Sachs and JPMC under FSMA or the regulatory regime established under FSMA, each of Citi, Goldman Sachs and JPMC assumes no responsibility whatsoever and makes no representations or warranties, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the Company, or on the Company's behalf, or by Citi, Goldman Sachs or JPMC, or on any of their behalf, and nothing contained in this announcement is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with the Company or the Acquisition. Each of Citi, Goldman Sachs and JPMC disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement.

The distribution of this announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company, Citi, GSI or JPMC that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions.