Ferguson plc: Share Repurchase Program
June 10 2024 - 6:45AM
Business Wire
Ferguson plc (the "Company") announces that, in
continuation of its $4.0 billion share repurchase program (the
"Program"), it has entered into a non-discretionary
arrangement (the “Repurchase Agreement”) with its broker
J.P. Morgan Securities LLC (“JPMS”) commencing from June 10,
2024 and ending no later than September 26, 2024. JPMS, an
independent third party, will make trading decisions concerning the
timing of the purchases of the Company's shares independently of
the Company. JPMS will carry out the instruction through the
acquisition by JPMS, as agent on behalf of the Company, of ordinary
shares in the Company.
The maximum pecuniary amount allocated to this tranche of the
Program is $235 million. The value of shares repurchased by the
Company under the Program pursuant to the various arrangements
entered into with its brokers will not, in aggregate, exceed $4.0
billion.
The Company's shareholders generally authorized the Company to
purchase up to a maximum of 20,398,372 of its ordinary shares at
its Annual General Meeting held on November 28, 2023. Pursuant to
such authority, the Company intends to continue purchasing shares
under the Program. The aggregate number of shares acquired under
such authority by the Company pursuant to the Program shall not
exceed the maximum number of shares which the Company is authorized
to purchase pursuant to such general authority. It is intended that
any shares repurchased by the Company under the Program will be
transferred into treasury.
The purpose of the Program is to reduce the capital of the
Company. To the extent required, the Company may in the future use
the repurchased shares to satisfy share awards. Any purchases of
shares by the Company in relation to this tranche of the Program
will be carried out on the New York Stock Exchange (in accordance
with the terms of the arrangement entered into with JPMS) and in
accordance with (and subject to the limits prescribed by) the
Company's general authority to repurchase shares granted by its
shareholders, the Market Abuse Regulation 596/2014 (as it forms
part of UK law pursuant to the European Union (Withdrawal) Act
2018) and Rule 10b5-1 under the U.S. Securities Exchange Act of
1934, as amended.
In accordance with the terms of the Company’s previously
announced merger (the “Merger”), it is expected that as of
12:01 a.m. Eastern Time (5:01 a.m. U.K. Time) on August 1, 2024
(the “Merger Effective Time"), the Company will become a
wholly-owned subsidiary of Ferguson Enterprises Inc., a newly
incorporated corporation under the laws of Delaware (“FEI”)
and FEI will (in place of the Company) become the listed ultimate
parent company of the Company and its subsidiaries. Accordingly,
under the terms of the Repurchase Agreement, following the Merger
Effective Time, FEI will assume all of the rights and obligations
of the Company (and will, to the extent this tranche of the Program
has not been completed by then, make purchases of its shares on the
same terms) thereunder.
About Ferguson plc
Ferguson plc (NYSE: FERG; LSE: FERG) is a leading value-added
distributor in North America providing expertise, solutions and
products from infrastructure, plumbing and appliances to HVAC,
fire, fabrication and more. We exist to make our customers' complex
projects simple, successful and sustainable. Ferguson is
headquartered in the U.K., with its operations and associates
solely focused on North America and managed from Newport News,
Virginia. For more information, please visit corporate.ferguson.com
or follow us on LinkedIn
linkedin.com/company/ferguson-enterprises.
Cautionary note regarding forward-looking statements
Certain information in this announcement is forward-looking
within the meaning of the Private Securities Litigation Reform Act
of 1995, including with relation to the Program and its purpose and
timetable and the Merger. Forward-looking statements cover all
matters which are not historical facts and speak only as of the
date on which they are made. Forward-looking statements can be
identified by the use of forward-looking terminology such as
"will," "intend," “may,” or other variations or comparable
terminology. Many factors could cause actual results to differ
materially from those in such forward-looking statements,
including, but not limited to: the Merger may be delayed,
cancelled, suspended or terminated; the conditions to the
completion of the Merger may not be satisfied; weakness in the
economy, market trends, uncertainty and other conditions in the
markets in which we operate, and other factors beyond our control,
including disruption in the financial markets and any macroeconomic
or other consequences of political unrest, disputes or war; failure
to rapidly identify or effectively respond to direct and/or end
customers' wants, expectations or trends, including costs and
potential problems associated with new or upgraded information
technology systems or our ability to timely deploy new omni-channel
capabilities; unsuccessful execution of our operational strategies;
adverse impacts caused by a public health crisis; and other risks
and uncertainties set forth under the heading "Risk Factors" in our
Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission (“SEC”) on June 5, 2024, our Annual Report on
Form 10-K filed with the SEC on September 26, 2023, and in other
filings we make with the SEC in the future. Forward-looking
statements regarding past trends or activities should not be taken
as a representation that such trends or activities will continue in
the future. Other than in accordance with our legal or regulatory
obligations we undertake no obligation to publicly update or revise
any forward-looking statement, whether as a result of new
information, future events or otherwise.
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For further information please contact: Investor
Inquiries Brian Lantz Vice President, IR and Communications +1
224 285 2410 Pete Kennedy Director, Investor Relations +1 757 603
0111 Media Inquiries Christine Dwyer Senior Director,
Communications +1 757 469 5813
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