Ferguson Announces Cancellation and Replacement of UK Listing

As previously announced, in order to establish a new corporate structure to domicile the ultimate parent company of the Ferguson plc group in the United States, Ferguson has entered into a merger agreement, dated 29 February 2024, between the Company, Ferguson Enterprises Inc., a newly incorporated company under the laws of Delaware, and Ferguson 2 Limited, a newly incorporated private limited liability company under the laws of Jersey and a direct wholly-owned subsidiary of New TopCo. The merger agreement provides for 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 30 May 2024, the Company’s shareholders voted in favour of implementing the merger with 99.56% of the votes cast in favour. Following receipt of such shareholder approval, and subject to the satisfaction of all outstanding conditions precedent set out in the Merger Agreement, it is anticipated that the Merger and the other transactions contemplated by the Merger Agreement will be consummated on 1 August 2024. Subject to the consummation of the Merger and the implementation date of the Proposed Reforms, effective 3.00am Eastern Time / 8.00am UK time on the Effective Date, it is currently anticipated that: the Company’s listing on the standard segment of the Official List of the Financial Conduct Authority and its admission to trading on the Main Market for Listed Securities of the London Stock Exchange plc will be cancelled; and the ordinary shares of New TopCo 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 as set out in the FCA’s consultation paper CP23/31. The FCA has confirmed to the Company that: 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 subsequent implementation of the Proposed Reforms, New TopCo will be included in the new “ordinary shares” segment of the Official List; and if the Proposed Reforms are implemented in their current form on or before the Effective Date, New TopCo will be admitted to the “ordinary shares” segment of the Official List on the Effective Date. The Company will inform shareholders once it is clear which segment of the Official List it will be admitted to on the Effective Date. In addition, subject to the completion 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 and New TopCo’s ordinary shares will commence trading on the NYSE. Following 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 is currently attached to the Company’s common shares.