Ferguson considers new corporate structure

On December 5, Ferguson announced that it was considering a new corporate structure to domicile the Group’s ultimate parent company in the U.S. which would better align the Company’s headquarters and governance with its operations and leadership. Having now fully considered the merits and associated steps needed to achieve such an outcome, the Company’s Board of Directors has concluded that it would be in the best interests of the Company and its shareholders as a whole to proceed with establishing this new corporate structure. The new corporate structure would be accomplished through a merger process by which the Company would become a direct wholly owned subsidiary of a new Delaware corporation. US TopCo would list its common stock on both the NYSE and London Stock Exchange. Shareholders of the Company would receive one new US TopCo share for each Company share held as of the business day preceding the transaction effective date. No additional equity would be raised by US TopCo as part of the transaction. The overall timeline for the transaction is expected to be: Mid/Late April 2024, Proxy Statement and Notice of Meeting issued to shareholders; late May 2024, special meeting of shareholders held in London; August 1, effective date of the transaction; Company shares exchanged for US TopCo shares; US TopCo shares begin trading on the NYSE and LSE.