TIDMFERG
RNS Number : 4094Y
Ferguson PLC
08 May 2019
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.
8 May 2019
Ferguson plc
COURT SANCTION OF SCHEME OF ARRANGEMENT
Ferguson plc ("Old Ferguson") is pleased to announce that the
Royal Court of Jersey has today approved the scheme of arrangement
between Old Ferguson and Ferguson NewCo plc ("New Ferguson") by
means of a Jersey court-sanctioned scheme of arrangement under
Article 125 of the Companies (Jersey) Law 1991, as amended,
pursuant to which New Ferguson will be introduced as the new parent
company of the Group (the "Scheme").
The effective date of the Scheme is intended to be Friday, 10
May 2019 (the "Scheme Effective Date"). Based on a Scheme Effective
Date of 10 May 2019, shareholders of Old Ferguson will receive one
new ordinary share in New Ferguson in exchange for each existing
ordinary share held by them in Old Ferguson at 6.00 p.m. on 9 May
2019.
Full details of the terms of the Scheme and the expected
timetable of principal events for the implementation of the Scheme
remains the same as set out in the Circular published on 4 April
2019. Terms defined in the Circular have the same meanings in this
announcement.
- Ends -
Notes to editors:
For further information please contact:
Ferguson plc
Mark Fearon, Director of Corporate Communications Mobile: +44 (0) 7711
and IR 875070
Mike Ward, Head of Corporate Communications Mobile: +44 (0) 7894
417060
Brunswick Group LLP (media enquiries)
Nina Coad, Partner Tel: +44 (0) 20 7404
5959
About Ferguson plc:
Ferguson plc is the world's largest specialist trade distributor
of plumbing and heating products to professional contractors
principally operating in North America and the UK. Revenue for the
year ended 31 July 2018 was $20.8 billion and ongoing trading
profit was $1.5 billion. Ferguson plc is listed on the London Stock
Exchange (LSE: FERG) and is in the FTSE 100 index of listed
companies. For more information, please visit www.fergusonplc.com
or follow us on Twitter https://twitter.com/Ferguson_plc.
This announcement has been issued by and is the sole
responsibility of Old Ferguson.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO
SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY
SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT
SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW.
The distribution of this announcement into jurisdictions other
than the United Kingdom and Jersey may be restricted by law, and,
therefore, persons into whose possession this announcement comes
should inform themselves about and observe any such restrictions.
Any failure to comply with any such restrictions may constitute a
violation of the securities laws of such jurisdiction.
Barclays Bank PLC, which is authorised by the Prudential
Regulatory Authority (the "PRA") and regulated in the United
Kingdom by the PRA and the Financial Conduct Authority (the "FCA"),
is acting exclusively for Old Ferguson and New Ferguson and for no
one else in connection with Admission and the arrangements referred
to in this announcement and will not regard any other person as a
client in relation to Admission or the arrangements described in
this announcement and will not be responsible to anyone other than
Old Ferguson and New Ferguson for providing the protections
afforded to its clients or for providing advice in relation to
Admission or the arrangements referred to in this announcement.
No person has been authorised to give any information or to make
any representations other than those contained in this
announcement, the Circular and the Prospectus, and, if given or
made, such information or representations must not be relied on as
having been authorised by Old Ferguson, New Ferguson or Barclays
Bank PLC.
Notice to investors in the United states of America
This announcement is not an offer of securities for sale in the
United States. The New Ferguson Shares have not been and will not
be registered under the US Securities Act of 1933, as amended (the
"US Securities Act") or under any securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, within the United States except
pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States. New Ferguson Shares may
not therefore be offered to certain US shareholders of Old Ferguson
unless New Ferguson believes that there is an exemption from, or if
the transaction is not subject to, the registration requirements of
the US Securities Act. The New Ferguson Shares issued pursuant to
the Scheme are expected to be issued in reliance upon the exemption
from the registration requirements of the US Securities Act
provided by section 3(a)(10) thereof based on the Royal Court's
sanctioning of the Scheme. Old Ferguson shareholders who will be
affiliates of New Ferguson after the effective date of the Scheme
will be subject to certain US transfer restrictions relating to the
New Ferguson Shares received pursuant to the Scheme.
The New Ferguson Shares have not been and will not be registered
on a United States securities exchange or quoted on any
inter-dealer quotation system in the United States. The Scheme has
not been and will not be approved or disapproved by the US
Securities and Exchange Commission (the "SEC"), nor has the SEC or
any US state securities commission passed upon the merits or
fairness of the Scheme nor upon the adequacy or accuracy of the
information contained in the Circular or the Prospectus.
Forward-looking statements
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 Old
Ferguson'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 Old Ferguson'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 and building materials market in North America and
Europe, fluctuations in product prices and changes in exchange and
interest rates. Forward-looking statements are sometimes identified
by the use of forward-looking terminology, including terms such as
"believes", "estimates", "continues", "anticipates", "expects",
"forecasts", "intends", "plans", "projects", "goal", "target",
"aim", "may", "will", "would", "could" or "should" or, in each
case, their negative or other variations thereon or comparable
terminology. Forward-looking statements are not guarantees of
future performance and actual events or results may differ
materially from any estimates or forecasts indicated, expressed or
implied in such forward looking statements. All forward-looking
statements in this announcement are based upon information known to
Old Ferguson on the date of this announcement. Accordingly, no
assurance can be given that any particular expectation will be met
and readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as at the date of this
announcement. 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 applicable law, (including under the UK
Listing Rules, the Prospectus Rules, the Disclosure Guidance and
the Transparency Rules of the FCA), Old Ferguson undertakes no
obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, change in events
or otherwise. Nothing in this announcement shall exclude any
liability under applicable laws that cannot be excluded in
accordance with such laws.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOAUWRSRKAAVRAR
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