REG-Ferguson plc Ferguson plc: Publication of Registration Statement, Proxy Statement, Notice of Special Meeting and U.K. Prospectus

FergusonAnnouncement

18/04/2024 14:30

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Ferguson plc: Publication of Registration Statement, Proxy Statement, Notice
of Special Meeting and U.K. Prospectus

 

As previously announced, 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.

In connection with the Merger, on March 1, 2024, New TopCo filed a
registration statement on Form S-4 (as amended on April 12, 2024 and April 16,
2024, the “Registration Statement”) with the Securities and Exchange
Commission (the “SEC”). On April 18, 2024, the Registration Statement was
declared effective by the SEC and New TopCo filed a prospectus (the “Rule
424 Prospectus”) for such Registration Statement with the SEC. In addition,
on such date, the Company filed a definitive proxy statement (the “Proxy
Statement”) with the SEC, in connection with its extraordinary general
meeting (the “Special Meeting”) to consider certain resolutions in
connection with the Merger, including a proposal to approve the Merger
Agreement and authorize any actions that are necessary or desirable for the
implementation of the Merger (the “Merger Proposal”).

Beginning on April 18, 2024, the Company has mailed materials relating to the
Special Meeting to its shareholders. The Special Meeting will be held at 10:00
a.m. Eastern Time (3:00 p.m. U.K. Time), on May 30, 2024, at the offices of
Freshfields Bruckhaus Deringer LLP, located at 100 Bishopsgate, London, EC2P
2SR, United Kingdom. Copies of the Proxy Statement and the Notice of the
Special Meeting are available on the SEC’s website at sec.gov
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.sec.gov%2F&esheet=53937949&newsitemid=20240418429963&lan=en-US&anchor=sec.gov&index=1&md5=cb20ac8fb4a65402d67265f376969073)
and on the SEC Filings page of the Company’s website at
corporate.ferguson.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.corporate.ferguson.com&esheet=53937949&newsitemid=20240418429963&lan=en-US&anchor=corporate.ferguson.com&index=2&md5=978e3796269b9a1f0f7e324dd70544f1)
, and will shortly be submitted to the United Kingdom Financial Conduct
Authority’s (“FCA”) National Storage Mechanism and available at
data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fdata.fca.org.uk%2F%23%2Fnsm%2Fnationalstoragemechanism&esheet=53937949&newsitemid=20240418429963&lan=en-US&anchor=data.fca.org.uk%2F%23%2Fnsm%2Fnationalstoragemechanism&index=3&md5=deef5658105f0b6829dd6b0f1858ffa6)
.

The expected timetable for the Special Meeting is set out below:
 SPECIAL MEETING TIMETABLE                                                  2024                                                     
 Record date for shareholders to attend and vote at the Special Meeting     April 15                                                 
 Latest time and date for receipt of Form of Instruction (U.K. DI Holders)  May 23 (10:00am Eastern Time/3:00pm UK Time)             
 Latest time and date for receipt of Proxy Card (registered shareholders)   May 27 (11:59pm Eastern Time) / May 28 (4:59am UK Time)  
 Special Meeting                                                            May 30 (10:00am Eastern Time/ 3:00pm UK Time)            


Additionally, in connection with the proposed listing of New TopCo’s common
stock on the London Stock Exchange related to the Merger, New TopCo has
prepared a prospectus (as amended, supplemented or otherwise modified, the
“U.K. Prospectus”) in accordance with the Prospectus Regulation Rules (the
“PRRs”) of the FCA. The U.K. Prospectus was approved by the FCA on April
18, 2024 and has today been made available to the public via the Company’s
website, and will shortly be submitted to the FCA’s National Storage
Mechanism and available at data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fdata.fca.org.uk%2F%23%2Fnsm%2Fnationalstoragemechanism&esheet=53937949&newsitemid=20240418429963&lan=en-US&anchor=data.fca.org.uk%2F%23%2Fnsm%2Fnationalstoragemechanism&index=4&md5=b004e8706eddca4ac5ddc06f95aff1ed)
.

Consummation of the Merger remains subject to the satisfaction or waiver of
several conditions precedent listed in the Merger Agreement, including,
without limitation, that the Merger Proposal contained in the Proxy Statement
is passed by at least two-thirds (66(2)⁄(3)%) of the total number of votes
cast at the Special Meeting. We currently anticipate that the Merger and the
other transactions contemplated by the Merger Agreement will be consummated on
August 1, 2024, subject to all such closing conditions being satisfied or
waived.

Profit Forecast and Capitalization and Indebtedness

The PRRs require that prospectuses filed with the FCA in connection with the
listing of securities on the London Stock Exchange include any “profit
forecast” (as such term is used in the PRRs) previously issued by a company
that remains outstanding and valid. Consequently, the U.K. Prospectus includes
a profit forecast (the “Profit Forecast”) for the fiscal year ending 2024,
which was previously announced by the Company as part of its financial results
for the six months ended January 31, 2024. Additionally, the U.K. Prospectus
includes certain information regarding the capitalization and indebtedness of
the Company as of January 31, 2024.

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.

INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT AND RULE 424 PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain
free copies of the Registration Statement, the Proxy Statement, the Rule 424
Prospectus and other documents filed with the SEC by New TopCo or the Company
through the website maintained by the SEC at http://www.sec.gov
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=53937949&newsitemid=20240418429963&lan=en-US&anchor=http%3A%2F%2Fwww.sec.gov&index=5&md5=bfb53d1a3a3fc9af779cf82a3305bb9e)
. Copies of the documents filed with the SEC by New TopCo or the Company are
available free of charge on the Company’s website at corporate.ferguson.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.corporate.ferguson.com&esheet=53937949&newsitemid=20240418429963&lan=en-US&anchor=corporate.ferguson.com&index=6&md5=9773b235fb2ba93ac94368e239ee23c3)
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 to 1020 Eskdale Road,
Winnersh Triangle, Wokingham, Berkshire, RG41 5TS, U.K., by email at
investor@ferguson.com (mailto:investor@ferguson.com) or by telephone at +44
(0) 118 927 3800.

Certain Information Regarding Participants

The Company, New 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 Merger. 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
Reports on Form 8-K, which were filed with the SEC on January 12, 2024 and
March 1, 2024. Information about the directors and executive officers of the
Company and New 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, are contained in the
Proxy Statement and the Rule 424 Prospectus filed with the SEC and other
relevant materials filed with or to be filed with the SEC regarding the Merger
when they become available. To the extent holdings of the Company’s
securities by its directors or executive officers have changed since the
amounts set forth in the Proxy Statement and the Rule 424 Prospectus, 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. You may obtain these documents (when they become available) free of
charge through the website maintained by the SEC at http://www.sec.gov
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=53937949&newsitemid=20240418429963&lan=en-US&anchor=http%3A%2F%2Fwww.sec.gov&index=7&md5=1684777016448231d03f86d7e50d6450)
and from the Company Secretary at the Company as described above.

Cautionary Note Regarding Forward-Looking Statements

Certain information included in this announcement is forward-looking,
including within the meaning of the Private Securities Litigation Reform Act
of 1995, and involves risks, assumptions and uncertainties that could cause
actual results to differ materially from those expressed or implied by
forward-looking statements. Forward-looking statements cover all matters which
are not historical facts and include, without limitation, statements or
guidance regarding or relating to our future financial position, results of
operations and growth, the Profit Forecast, the Merger, the benefits of the
Merger, our ability to manage the risks relating to the Merger, plans and
objectives for the future including our capabilities and priorities, risks
associated with changes in global and regional economic, market and political
conditions, ability to manage supply chain challenges, ability to manage the
impact of product price fluctuations, our financial condition and liquidity,
legal or regulatory changes and other statements concerning the success of our
business and strategies. Forward-looking statements can be identified by the
use of forward-looking terminology , including terms such as “believes,”
“estimates,” “anticipates,” “expects,” “forecasts,”
“guidance,” “intends,” “continues,” “plans,” “projects,”
“goal,” “target,” “aim,” “may,” “will,” “would,”
“could” or “should” or, in each case, their negative or other
variations or comparable terminology and other similar references to future
periods. Forward-looking statements speak only as of the date on which they
are made. They are not assurances of future performance and are based only on
our current beliefs, expectations and assumptions regarding the future of our
business, future plans and strategies, projections, anticipated events and
trends, the economy and other future conditions. Therefore, you should not
place undue reliance on any of these forward-looking statements. Although we
believe that the forward-looking statements contained in this announcement are
based on reasonable assumptions, you should be aware that many factors could
cause actual results to differ materially from those in such forward-looking
statements, including, but not limited to: any changes in the underlying
assumptions of the Profit Forecast, the Merger may be delayed, cancelled,
suspended or terminated; unexpected costs for us and any unanticipated or
other adverse consequences to us or our shareholders relating to the Merger;
the conditions to the completion of the Merger, including shareholder
approval, may not be satisfied; the benefits of the Merger 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; decreased demand for our products as a result
of operating in highly competitive industries and the impact of declines in
the residential and non-residential markets, as well as the repair,
maintenance and improvement (“RMI”) and new construction markets; changes
in competition, including as a result of market consolidation or competitors
responding more quickly to emerging technologies (such as generative
artificial intelligence (“AI”)); failure of a key information technology
system or process as well as exposure to fraud or theft resulting from
payment-related risks; privacy and protection of sensitive data failures,
including failures due to data corruption, cybersecurity incidents or network
security breaches; ineffectiveness of or disruption in our domestic or
international supply chain or our fulfillment network, including delays in
inventory availability at our distribution facilities and branches, increased
delivery costs or lack of availability; failure to effectively manage and
protect our facilities and inventory or to prevent personal injury to
customers, suppliers or associates, including as a result of workplace
violence; unsuccessful execution of our operational strategies; failure to
attract, retain and motivate key associates; exposure of associates,
contractors, customers, suppliers and other individuals to health and safety
risks; inherent risks associated with acquisitions, partnerships, joint
ventures and other business combinations, dispositions or strategic
transactions; regulatory, product liability and reputational risks and the
failure to achieve and maintain a high level of product and service quality;
inability to renew leases on favorable terms or at all, as well as any
remaining obligations under a lease when we close a facility; changes in,
interpretations of, or compliance with tax laws in the United States, the
United Kingdom, Switzerland or Canada; our indebtedness and changes in our
credit ratings and outlook; fluctuations in product prices (e.g.,
commodity-priced materials, inflation/deflation) and foreign currency; funding
risks related to our defined benefit pension plans; legal proceedings as well
as failure to comply with domestic and foreign laws, regulations and
standards, as those laws, regulations and standards or interpretations and
enforcement thereof may change, or the occurrence of unforeseen developments
such as litigation; our failure to comply with the obligations associated with
being a U.S. domestic issuer and the costs associated therewith; the costs and
risk exposure relating to environmental, social and governance (“ESG”)
matters, including sustainability issues, regulatory or legal requirements,
and disparate stakeholder expectations; adverse impacts caused by a public
health crisis; and other risks and uncertainties set forth under the heading
“Risk Factors” in the Proxy Statement and the Rule 424 Prospectus filed
with the SEC on April 18, 2024, and in other filings we or New TopCo make with
the SEC in the future. Additionally, 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
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.corporate.ferguson.com%2Fhome%2Fdefault.aspx&esheet=53937949&newsitemid=20240418429963&lan=en-US&anchor=corporate.ferguson.com&index=8&md5=c53256adfb2a9234c37f336e86c3eff0)
or follow us on LinkedIn linkedin.com/company/ferguson-enterprises
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.linkedin.com%2Fcompany%2Fferguson-enterprises%2Fmycompany%2Fverification%2F&esheet=53937949&newsitemid=20240418429963&lan=en-US&anchor=linkedin.com%2Fcompany%2Fferguson-enterprises&index=9&md5=04e5e45413c69db7ccf4e4271ef856ba)
.

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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