REG-Ferguson plc Ferguson plc: Share Repurchase Program

FergusonAnnouncement

15/03/2024 10:45

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Ferguson plc: Share Repurchase Program

 

Ferguson plc (the "Company") announces that, in continuation of its $3.0
billion share repurchase program (the "Program"), it has entered into a
non-discretionary arrangement with its broker Barclays Capital Inc.
("Barclays") commencing from March 15, 2024 and ending no later than June 13,
2024. Barclays, an independent third party, will make trading decisions
concerning the timing of the purchases of the Company's shares independently
of the Company. Barclays will carry out the instruction through the
acquisition by Barclays, as agent on behalf of the Company, of ordinary shares
in the Company.

The maximum pecuniary amount allocated to this tranche of the Program is $220
million. The value of shares repurchased by the Company under the Program
pursuant to the various arrangements entered into with its brokers will not,
in aggregate, exceed $3.0 billion.

The Company's shareholders generally authorized the Company to purchase up to
a maximum of 20,398,372 of its ordinary shares at its Annual General Meeting
held on November 28, 2023. Pursuant to such authority, the Company intends to
continue purchasing shares under the Program. The aggregate number of shares
acquired under such authority by the Company pursuant to the Program shall not
exceed the maximum number of shares which the Company is authorized to
purchase pursuant to such general authority. It is intended that any shares
repurchased under the Program will be transferred into treasury.

The purpose of the Program is to reduce the capital of the Company. To the
extent required, the Company may in the future use the repurchased shares to
satisfy share awards. Any purchases of shares by the Company in relation to
this tranche of the Program will be carried out on the New York Stock Exchange
(in accordance with the terms of the arrangement entered into with Barclays)
and in accordance with (and subject to the limits prescribed by) the Company's
general authority to repurchase shares granted by its shareholders, the Market
Abuse Regulation 596/2014 (as it forms part of UK law pursuant to the European
Union (Withdrawal) Act 2018), Rule 10b5-1 and Rule 10b-18 under the U.S.
Securities Exchange Act of 1934, as amended.

About Ferguson plc

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=http%3A%2F%2Fwww.corporate.ferguson.com%2F&esheet=53910628&newsitemid=20240315621076&lan=en-US&anchor=corporate.ferguson.com&index=1&md5=8e8d917542fbe487e28d8f4910dc57dd)
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&esheet=53910628&newsitemid=20240315621076&lan=en-US&anchor=linkedin.com%2Fcompany%2Fferguson-enterprises&index=2&md5=e2fdebf1f15f07a798661da30c3dcf4b)
.

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 with
relation to our share repurchase program and its purpose and timetable.
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
"will," "intend," “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: 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; adverse impacts caused by a public health crisis; and other risks
and uncertainties set forth under the heading "Risk Factors" in our Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission
(“SEC”) on March 6, 2024, 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.

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

+1 757 469 5813



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