Ferguson PLC - Outcome of shareholder consultation
ASSESSMENT OF Listing Structure - Outcome of Shareholder Consultation
The Board believes that the US is the natural long-term listing location for Ferguson. It also recognizes the importance of acting in the interests of shareholders as a whole, many of whom, in the event of a primary US listing, have mandates that may restrict continued long-term ownership.
Since the 4 February announcement, the Board has consulted with institutional shareholders representing approximately 70% of Ferguson's issued share capital and, together with its advisers, has carefully considered the feedback received. While there is majority shareholder support for Option 2, the Board does not believe that the required 75% majority in favor of Option 2 would be achieved.
Consequently, and taking into account the feedback received, the Board has decided to seek shareholder approval for Option 1 to enable an additional listing of ordinary shares in the US. Once the general uncertainty arising from the COVID-19 pandemic has lessened, a General Meeting will be convened to consider the necessary shareholder resolution and if approved, the additional listing is expected to take effect in the first half of calendar year 2021.
The Board expects that the additional US listing will facilitate increased ownership by domestic US funds and, accordingly, the Company will also initiate additional full-time investor relations support in the region. In addition, the Executive team will also undertake extensive additional investor marketing in the US. These actions will enhance understanding and awareness of Ferguson's business amongst this significant incremental pool of capital.
Within 12 months of the effective date of the additional US listing, or earlier should there be a meaningful change in ownership, the Board intends to put forward a further shareholder resolution to relocate the Company's primary listing to the US. The Board believes that this two-step process to transition to a full US primary listing would provide an appropriate period during which some shareholders that have mandates which may restrict their long-term ownership of the Company could sell their holdings in an orderly manner.
"This is a complex topic for our shareholders and during the consultation process we have engaged widely and listened carefully to their views. The Board is recommending an additional listing of ordinary shares on a major US exchange which we will put to a vote once current market uncertainty has lessened and if approved is expected to take effect in the first half of calendar 2021. We believe that ultimately achieving a US primary listing remains the right outcome for our business as a domestic US value added distributor. Consequently, after a period of transition, the Board intends to hold a further shareholder vote to change the primary listing to the US. We believe this process presents the most orderly and equitable path to achieving this aim."
This announcement contains inside information.
For further information please contact
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Notes to editors:
2. Legal disclaimer
Certain information included in this announcement is forward-looking and involves known and unknown risks, assumptions and uncertainties that could cause actual results or outcomes to differ from those expressed or implied in any forward-looking statement. There forward-looking statements are based on the Company's current belief and expectations about future events and cover all matters which are not historical facts and include, without limitation, projections relating to results of operations and financial conditions and the Company's plans and objectives for future operations, including, without limitation, discussions of expected future revenues, financing plans, prospects, growth, strategies, expected expenditures and divestments, risks associated with changes in economic conditions, the strength of the plumbing and heating market in
Option 1 - Seek shareholder approval for an additional listing of ordinary shares in the US
If this option were to be pursued:
· Ferguson would seek an additional listing of its shares on a major
· This option is not expected to lead to any change in Ferguson's existing membership of the
· Ferguson's current American Depository Receipt ("ADR") program would be cancelled.
· An additional US listing would require shareholder consent with a majority of 75% of votes cast in favor of a resolution to amend Ferguson's current articles of association to facilitate settlement of its shares in the
· This does not preclude a subsequent move to a primary listing in the US (Option 2 below) but it would remain the case that the Group's existing
· An additional US listing is not expected to lead to any material change in Ferguson's existing high standards of governance and corporate responsibility.
· An additional listing requires Sarbanes Oxley compliance.
Option 2 - Seek shareholder approval for a primary listing in the US
If this option were to be pursued:
· Ferguson would seek a change of primary listing of Ferguson's ordinary shares to a major
· To become eligible for inclusion in major stock indices in the US, the Group would need to change its premium listing in
· Ferguson's current ADR program would be cancelled.
· This option would require shareholder consent with a 75% majority of votes cast in favor of Ferguson amending its articles of association and changing its premium listing in the
· Under a primary US listing it is likely that Ferguson would move to US standards of governance and corporate responsibility in line with domestic peers.
· A primary US listing requires Sarbanes Oxley and US GAAP compliance.
This information is provided by RNS, the news service of the
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Market Cap: £18.18 billion
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