FERGUSON PLC: Ferguson plc: Share Repurchase Program
June 16 2023 - 2:00AM
UK Regulatory
TIDMFERG
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 brokers J.P.
Morgan Securities PLC and J.P. Morgan Securities LLC (together,
"JPMS") commencing from June 16, 2023 and ending no later than
October 5, 2023. JPMS, an independent third party, will make
trading decisions concerning the timing of the purchases of the
Company's shares independently of the Company. JPMS will carry out
the instruction through the acquisition by JPMS, as principal for
resale to, or agent on behalf of, the Company, of ordinary shares
in the Company. JPMS may undertake transactions in shares (which
may include sales and hedging activities, in addition to purchases
which may take place on any available trading venue or on an over
the counter basis) during the period of this tranche of the Program
in order to manage its market exposure under this tranche of the
Program. Disclosure of such transactions will not be made by JPMS
as a result of or as part of this tranche of the Program, but JPMS
will continue to make any disclosures it is otherwise legally
required to make.
The maximum pecuniary amount allocated to this tranche of the
Program is GBP100 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
US$3,000 million.
The Company's shareholders generally authorized the Company to
purchase up to a maximum of 20,845,062 of its ordinary shares at
its Annual General Meeting held on November 30, 2022. Pursuant to
such authority, the Company intends to continue purchasing shares
under the Program. The Company anticipates that it will request a
similar general authority from shareholders at its 2023 Annual
General Meeting expected to be held in November 2023 pursuant to
which (to the extent the Program has not been completed by then)
purchases of shares under the Program will continue. 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 London Stock Exchange and/or the New
York Stock Exchange (in accordance with the terms of the
arrangement entered into with JPMS) 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
http://www.corporate.ferguson.com or follow us on LinkedIn
https://www.linkedin.com/company/ferguson-enterprises.
Cautionary note regarding forward-looking statements
Certain information in this announcement is forward-looking
within the meaning of the United States 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," "expect," "anticipate," 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: risks
associated with the relocation of our primary listing to the US and
any volatility in our share price and shareholder base in
connection therewith; weakness in the economy, market trends,
uncertainty and other conditions in the markets in which we
operate, and other factors beyond our control, including any
macroeconomic or other consequences of the current conflict in
Ukraine; 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; adverse impacts caused by
the COVID-19 pandemic (or related variants); unsuccessful execution
of our operational strategies; and other risks and uncertainties
set forth under the heading "Risk Factors" in our Quarterly Report
on Form 10-Q for the quarter ended April 30, 2023 filed with the
Securities and Exchange Commission ("SEC") on June 7, 2023, in our
Annual Report on Form 10-K filed with the SEC on September 27,
2022, 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 update publicly or revise any forward-looking statement, whether
as a result of new information, future events or otherwise.
Contacts:
Investor Inquiries
Brian Lantz
Vice President, IR and Communications
+1 224 285 2410
Brian.lantz@ferguson.com
Pete Kennedy
Director, Investor Relations
+1 757 603 0111
Peter.kennedy@ferguson.com
Media Inquiries
John Pappas
Director, Financial Communications
+1 484 790 2727
John.pappas@ferguson.com
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CONTACT:
Ferguson plc
SOURCE: Ferguson plc
Copyright Business Wire 2023
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