Ferguson plc: Notice of Cancellation and Replacement of UK Listing in Connection with New Corporate Structure to Achieve a U.S. Domicile
July 02 2024 - 6:45AM
Business Wire
As previously announced, to effect a new corporate structure to
domicile the Ferguson plc group’s ultimate parent company in the
United States, Ferguson plc (the “Company”) entered into a merger
agreement (the “Merger Agreement”), dated as of February 29, 2024,
by and among the Company, Ferguson Enterprises Inc., a newly
incorporated corporation under the laws of Delaware (“New TopCo”),
and Ferguson (Jersey) 2 Limited, a newly formed Jersey incorporated
private limited company and direct, wholly owned subsidiary of New
TopCo (“Merger Sub”). The Merger Agreement provides for the merger
(the “Merger”) of Merger Sub with and into the Company, with the
Company surviving the Merger as a direct, wholly owned subsidiary
of New TopCo and Merger Sub ceasing to exist, on the terms and
subject to the conditions of the Merger Agreement.
At the extraordinary general meeting on May 30, 2024 (the
“Special Meeting”), shareholders of the Company voted to approve
the implementation of the Merger with 99.56% of votes cast in
favour. Following receipt of such shareholder approval, and subject
to the satisfaction of any outstanding conditions precedent listed
in the Merger Agreement, it is anticipated that the Merger and the
other transactions contemplated by the Merger Agreement will be
consummated on August 1, 2024 (the “Effective Date”).
Cancellation and Replacement of Ferguson’s UK Listing
Subject to the consummation of the Merger and the implementation
date of the Proposed Reforms (as defined below), with effect from
3:00 a.m. Eastern Time / 8:00 a.m. UK Time on the Effective Date,
it is currently anticipated that: (i) the Company’s listing on the
standard segment of the Official List (the “Official List”) of the
Financial Conduct Authority (“FCA”) and its admission to trading on
the London Stock Exchange plc’s Main Market for listed securities
(“LSE”) will be cancelled; and (ii) New TopCo’s common stock will
be admitted to the standard segment of the Official List and to
trading on the LSE.
The Company notes the proposed reforms to the Listing Rules (the
“Proposed Reforms”) as outlined in FCA consultation paper CP23/31
(‘Primary Markets Effectiveness Review: Feedback to CP23/10 and
detailed proposals for listing rules reforms’). The FCA has
confirmed to the Company that: (i) if the Proposed Reforms are
implemented in their current form after the Effective Date, New
TopCo will be admitted to the standard segment of the Official List
on the Effective Date, and upon the subsequent implementation of
the Proposed Reforms, New TopCo will be mapped onto to the new
“equity shares (international commercial companies secondary
listing)” segment of the Official List; and (ii) if the Proposed
Reforms are implemented in their current form on or before the
Effective Date, New TopCo will be admitted to the “equity shares
(international commercial companies secondary listing)” segment of
the Official List on the Effective Date. The Company will notify
shareholders once it is clear which Official List listing segment
it will be admitted to on the Effective Date.
In addition, subject to the consummation of the Merger, it is
anticipated that on the Effective Date, the Company’s ordinary
shares will cease trading on the New York Stock Exchange (“NYSE”)
and New TopCo’s common stock will commence trading on the NYSE.
On completion of the Merger, New TopCo’s common stock is
expected to trade on the NYSE and the LSE under the symbol “FERG”,
the same symbol that currently attaches to the Company’s ordinary
shares.
Important Information for Investors and Shareholders
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION TO PERSONS, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BREACH ANY
APPLICABLE LAW.
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy or exchange any securities or a
solicitation of any vote or approval in any jurisdiction. It does
not constitute a prospectus or prospectus equivalent document. No
offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933.
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 statements relating to the process and timetable
for the Merger and the cancellation and replacement of the
Company’s UK and US listings. 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
“anticipates,” “will,” or, in each case, their negative 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; changes in, interpretations of, or
compliance with tax laws in the United States, the United Kingdom,
Switzerland or Canada; adverse impacts caused by a public health
crisis; and other risks and uncertainties set forth under the
heading “Risk Factors” in the definitive proxy statement filed by
the Company with the Securities and Exchange Commission (“SEC”) on
April 18, 2024, and in other filings we or New TopCo 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.
About Ferguson
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240702697675/en/
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 and Public Relations +1 757 469 5813
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