Ferguson Enterprises Inc.: Establishment of new corporate structure, cancellation of Ferguson plc listing and admission of Ferguson Enterprises Inc. common stock

Rhea-AI Summary

Ferguson Enterprises Inc. has completed its transition to become the new parent company of the Ferguson plc group, establishing a new corporate structure in the United States. The merger, effective August 1, 2024, involved Ferguson (Jersey) 2 merging with Ferguson plc. Ferguson plc shareholders received one share of Ferguson Enterprises Inc. common stock for each Ferguson plc ordinary share.

As a result, Ferguson plc's listing on the London Stock Exchange was cancelled, and 201,343,253 shares of Ferguson Enterprises Inc. common stock were admitted to trading on the LSE. The company's stock will continue to trade under the symbol 'FERG' on both the NYSE and LSE. Ferguson plc has been re-registered as a private company in Jersey, Channel Islands, and renamed Ferguson (Jersey)

Positive

• Successful completion of corporate restructuring to domicile in the United States
• Maintained listing on both NYSE and LSE under the same 'FERG' symbol
• One-to-one share exchange for shareholders, potentially simplifying ownership structure

Negative

• Potential regulatory and compliance changes due to new U.S. domicile
• Possible short-term market volatility due to structural changes

Corporate Structure Expert

The establishment of Ferguson Enterprises Inc. as the new parent company of the Ferguson plc group marks a significant shift in the company's corporate structure. This move to domicile the ultimate parent company in the United States could have several implications:

• Tax considerations: The relocation may offer potential tax benefits, although the specific advantages would require a detailed analysis of the company's financial structure and the tax laws of both jurisdictions.
• Regulatory environment: Operating under U.S. regulations might provide different opportunities or challenges compared to the previous UK-based structure.
• Investor perception: This move could potentially broaden the company's appeal to U.S. investors, who may be more familiar with U.S.-domiciled entities.

The 1:1 share exchange ensures that existing shareholders maintain their proportional ownership, which is a positive aspect of this transition. However, investors should be aware that this structural change might impact the company's financial reporting standards, potentially shifting from IFRS to U.S. GAAP, which could affect how financial results are presented and interpreted.

While the immediate impact on day-to-day operations may be minimal, this restructuring positions Ferguson for potential strategic moves in the future, possibly including easier access to U.S. capital markets or simplified M&A processes within the U.S. market.

Financial Markets Analyst

The transition of Ferguson's listing from the London Stock Exchange (LSE) to the New York Stock Exchange (NYSE) as its primary listing, while maintaining a secondary listing on the LSE, is a noteworthy development for investors. Key points to consider:

• Liquidity: The NYSE listing may potentially increase liquidity for the stock, given the size and depth of the U.S. market.
• Index inclusion: This move could affect Ferguson's inclusion in various stock indices, which may impact institutional ownership and trading volumes.
• Analyst coverage: There might be a shift in analyst coverage, potentially leading to changes in market perception and valuation multiples.

The continuation of the "FERG" ticker symbol on both exchanges provides continuity for investors and minimizes confusion during the transition. However, investors should be aware of potential changes in trading patterns, especially in the short term, as the market adjusts to the new structure.

It's important for investors to monitor any changes in the stock's behavior post-transition, including factors such as bid-ask spreads, trading volumes and any arbitrage opportunities that may arise between the NYSE and LSE listings. While the company aims for a seamless transition, there may be short-term volatility as the market adapts to the new structure.

NEWPORT NEWS, Va.--(BUSINESS WIRE)-- Ferguson Enterprises Inc. announces the completion of the previously announced transaction to establish a new corporate structure to domicile the Ferguson plc group’s ultimate parent company in the United States. As a result of the transaction, Ferguson Enterprises Inc., a Delaware corporation (“the Company”), is now the new parent company of the Ferguson plc group.

On August 1, 2024, Ferguson plc implemented the new corporate structure by completing the merger (the “Merger”) of Ferguson (Jersey) 2 Limited (“Merger Sub”), a newly formed Jersey incorporated private limited company and direct, wholly owned subsidiary of the Company, with and into Ferguson plc, with Ferguson plc surviving the Merger as a direct, wholly owned subsidiary of the Company and Merger Sub ceasing to exist, on the terms and subject to the conditions of the Merger Agreement, dated as of February 29, 2024, by and among the Company, Merger Sub and Ferguson plc.

Pursuant to the Merger, at 12:01 a.m. Eastern Time / 5:01 a.m. UK time on August 1, 2024, Ferguson plc shareholders received one share of common stock in the Company in place of each Ferguson plc ordinary share held by them at 6:00 p.m. Eastern Time / 11:00 p.m. UK time on July 31, 2024.

In connection with the Merger, with effect from 3:00 a.m. Eastern Time / 8:00 a.m. UK time today: (i) the listing of all 201,343,253 existing Ferguson plc ordinary shares on the equity shares (international commercial companies secondary listing) category of the Official List of the Financial Conduct Authority (“FCA”) was cancelled and those existing Ferguson plc ordinary shares ceased to be admitted to trading on the London Stock Exchange plc’s (“LSE”) main market for listed securities; and (ii) 201,343,253 shares of common stock of the Company were admitted to the equity shares (international commercial companies secondary listing) category of the Official List of the FCA and to trading on the LSE’s main market for listed securities. It is also anticipated that on August 1, 2024 Ferguson plc’s ordinary shares will cease trading on the New York Stock Exchange (“NYSE”) and the Company’s common stock will commence trading on the NYSE.

The Company’s common stock will trade on the NYSE and the LSE under the symbol “FERG”, the same symbol that has attached to Ferguson plc’s ordinary shares.

As of August 1, 2024, Ferguson plc has also been re-registered as a private company incorporated in Jersey, Channel Islands, and has changed its name from Ferguson plc to Ferguson (Jersey) Limited.

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, as amended.

About Ferguson

Ferguson (NYSE: FERG; LSE: FERG) is the largest value-added distributor serving the specialized professional in our $340B residential and non-residential North American construction market. We help make our customers’ complex projects simple, successful and sustainable by providing expertise and a wide range of products and services from plumbing, HVAC, appliances, and lighting to PVF, water and wastewater solutions, and more. Headquartered in Newport News, Va., Ferguson has sales of $29.7 billion (FY’23) and approximately 35,000 associates in 1,700 locations. For more information, please visit corporate.ferguson.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240730682337/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

Source: Ferguson Enterprises Inc.

FAQ

When did Ferguson Enterprises Inc. complete its merger with Ferguson plc?

Ferguson Enterprises Inc. completed its merger with Ferguson plc on August 1, 2024, at 12:01 a.m. Eastern Time / 5:01 a.m. UK time.

How many shares of Ferguson Enterprises Inc. (FERG) were admitted to trading on the LSE?

201,343,253 shares of Ferguson Enterprises Inc. (FERG) common stock were admitted to trading on the London Stock Exchange's main market for listed securities.

What happened to Ferguson plc's listing on the London Stock Exchange?

Ferguson plc's listing on the London Stock Exchange was cancelled effective August 1, 2024, at 3:00 a.m. Eastern Time / 8:00 a.m. UK time.

What is the new trading symbol for Ferguson Enterprises Inc. on the NYSE and LSE?

Ferguson Enterprises Inc. will continue to trade under the symbol 'FERG' on both the New York Stock Exchange and London Stock Exchange.