TIDMFERG
On December 5, 2023, Ferguson plc (the "Company") announced that
it was considering a new corporate structure to domicile the
Group's ultimate parent company in the United States, which would
better align the Company's headquarters and governance with its
operations and leadership. Having now fully considered the merits
and associated steps needed to achieve such an outcome, the
Company's Board of Directors (the "Board") has concluded that it
would be in the best interests of the Company and its shareholders
as a whole to proceed with establishing this new corporate
structure.
Transaction Process & Timeline
The new corporate structure would be accomplished through a
merger process by which the Company would become a direct wholly
owned subsidiary of a new Delaware corporation ("US TopCo"). US
TopCo would list its common stock on both the New York Stock
Exchange ("NYSE") (primary) and London Stock Exchange ("LSE")
(secondary). Shareholders of the Company would receive one new US
TopCo share for each Company share held as of the business day
preceding the transaction effective date.
No additional equity would be raised by US TopCo as part of the
transaction.
The transaction will require filings, or registration, with US,
UK and Jersey regulators, and shareholders of the Company will be
asked to vote at a special meeting to approve it and on other
ancillary matters. Pursuant to the Company's Articles of
Association and Jersey law, at least two-thirds of the total votes
cast by shareholders will be required to approve the
transaction.
The overall timeline for the transaction is expected to be:
-- Mid/Late April 2024: Proxy Statement and Notice of Meeting issued to
shareholders
-- Late May 2024: Special meeting of shareholders held in London
-- August 1, 2024: Effective date of the transaction; Company shares
exchanged for US TopCo shares; US TopCo shares begin trading on the NYSE
and LSE
No action is needed by shareholders at this time.
Natural Next Step
Since 2019, the Board has considered North America to be the
best long-term location for Ferguson and has worked methodically
and transparently with shareholders on this transformative journey,
creating an additional listing on the NYSE in 2021, and then moving
the Company's primary listing from London to New York in 2022.
During this period, over two-thirds of our shareholding base has
become American, and the Company achieved U.S. domestic status
under Securities and Exchange Commission ("SEC") rules as of August
1, 2023.
The Board believes that the establishment of US TopCo is the
next natural step and will simplify the Company's corporate
governance requirements.
The Board also does not foresee any material downsides to making
this change. Tax reforms in the UK and Switzerland relating to
global minimum tax policies are already expected to reduce the
benefit of our current structure, such that the Company's adjusted
effective tax rate ("AETR") for the fiscal year ending July 31,
2025 would be approximately 26%. The Board considers any tax
impacts of establishing US TopCo, which will have a US tax
domicile, to be immaterial to that prospective AETR and the
Company's financial results as a whole.
Additional Information Forthcoming
More specific details about the transaction and any expected
impacts on the Company and its shareholders will be provided later
in the US registration statement, which will include a proxy
statement for the special meeting, and the UK prospectus.
The Company expects to provide a progress update on the
transaction on March 5, 2024 in connection with its Q2 earnings
release and conference call.
Important Information for Investors and Shareholders
This communication 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 US
Securities Act of 1933, as amended.
In connection with the transaction described herein, US TopCo
and the Company intend to file relevant materials with the SEC,
including, among other filings, a US TopCo registration statement
on Form S-4 that will include a proxy statement of the Company that
also constitutes a prospectus of US TopCo, and a definitive proxy
statement/prospectus, which will be mailed to shareholders of the
Company. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies
of the registration statement and the proxy statement/prospectus
(when available) and other documents filed with the SEC by US TopCo
or the Company through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
US TopCo or the Company will be available free of charge on
Company's website at corporate.ferguson.com under the tab
"Investors" and under the heading "Financial Information" and
subheading "SEC Filings" or by contacting the Company's Company
Secretary in writing by mail at 1020 Eskdale Road, Winnersh
Triangle, Wokingham, Berkshire, RG41 5TS, United Kingdom; by email
at investor@ferguson.com; or by telephone at +44 (0) 118 927
3800.
Certain Information Regarding Participants
The Company, US TopCo, and their respective directors and
executive officers may be considered participants in the
solicitation of proxies from the shareholders of the Company in
connection with the transaction. Information about the directors
and executive officers of the Company is set forth in its Annual
Report on Form 10-K for the year ended July 31, 2023, which was
filed with the SEC on September 26, 2023 and its proxy statement
for its 2023 annual general meeting, which was filed with the SEC
on October 17, 2023, and its Current Report on Form 8-K, which was
filed with the SEC on January 12, 2024. To the extent holdings of
the Company's securities by its directors or executive officers
have changed since the amounts set forth in such 2023 proxy
statement, such changes have been or will be reflected on Initial
Statements of Beneficial Ownership on Form 3 or Statements of
Beneficial Ownership on Form 4 filed with the SEC. Information
about the directors and executive officers of the Company and US
TopCo and other information regarding the potential participants in
the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus and other relevant
materials to be filed with the SEC regarding the transaction when
they become available. You may obtain these documents (when they
become available) free of charge through the website maintained by
the SEC at http://www.sec.gov and from the Company Secretary at the
Company as described above.
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 transaction and the benefits of the new corporate
structure. 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 "intend," "will," "plan,"
"would," "believe," "expect," "anticipate," "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
transaction may be delayed, cancelled, suspended or terminated; the
conditions to the completion of the transaction, including
shareholder approval, may not be satisfied; the benefits of the
transaction may not be realized; 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
US, the UK, Switzerland or Canada; adverse impacts caused by a
public health crisis; and other risks and uncertainties set forth
under the heading "Risk Factors" in 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.
Investor Inquiries
Brian Lantz
Vice President, IR and Communications
+1 224 285 2410
Brian.lantz@ferguson.com
Pete Kennedy
Director, Investor Relations
+1 757 603 0111
Peter.kennedy@ferguson.com
Media Inquiries
Christine Dwyer
Senior Director, Communications and Public Relations
+1 757 469 5813
Christine.dwyer@ferguson.com
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CONTACT:
Ferguson plc
SOURCE: Ferguson plc
Copyright Business Wire 2024
(END) Dow Jones Newswires
January 18, 2024 06:45 ET (11:45 GMT)
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