Ferguson Plc has announced that it will effect a new corporate structure to domicile the Ferguson plc group’s ultimate parent company in the United States.
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, shareholders of the Company voted to approve the implementation of the proposals, 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 proposal will be consummated on August 1, 2024 (the “Effective Date”).
Cancellation and Replacement of Ferguson’s UK Listing
Subject to this consummation, 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.
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.
If you hold the stock with Pilling & Co, you do not have to take any action; we will automatically update your account with this action.
Should you have any queries or comments, please do not hesitate to contact us quoting ‘Ferguson’
Corporate Action Administration
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