Explanatory Note
As previously announced, the board of directors of Ferguson plc, a public company limited by shares incorporated in Jersey (the “Company”), concluded that it would be in the best interests of the Company and its shareholders as a whole to proceed with establishing a new corporate structure to domicile the Ferguson plc group’s ultimate parent company in the United States. On August 1, 2024, the Company implemented this new corporate structure by completing the merger (the “Merger”) of Ferguson (Jersey) 2 Limited (“Merger Sub”), a newly formed Jersey incorporated private limited company and direct, wholly owned subsidiary of Ferguson Enterprises Inc., a Delaware corporation (“Ferguson Enterprises”), with and into the Company, with the Company surviving the Merger as a direct, wholly owned subsidiary of Ferguson Enterprises and Merger Sub ceasing to exist, on the terms and subject to the conditions of the Merger Agreement, dated as of February 29, 2024, by and among Ferguson Enterprises, Merger Sub and the Company (the “Merger Agreement”).
On the terms of, subject to the conditions of and/or in connection with the Merger Agreement, at 12:01 a.m. Eastern Time (5:01 a.m. U.K. Time) on August 1, 2024 (the “Effective Time”), (i) each ordinary share, par value 10 pence per share, of the Company (collectively, the “Ferguson plc Shares” and each a, “Ferguson plc Share”) that was issued and outstanding at 6:00 p.m. Eastern Time on July 31, 2024 (the “Merger Record Time”) was automatically cancelled without any repayment of capital and Ferguson Enterprises issued as consideration therefor new, duly authorized, validly issued, fully paid and non-assessable shares of common stock, par value $0.0001 per share, of Ferguson Enterprises (the “Ferguson Enterprises Common Stock”) to each holder of Ferguson plc Shares (collectively, the “Ferguson plc Shareholders” and each a, “Ferguson plc Shareholder”) on a one-for-one basis for each Ferguson plc Share held by such Ferguson plc Shareholder immediately preceding the Merger Record Time and (ii) each depositary interest (each, a “Ferguson plc U.K. DI”) issued through CREST by Computershare Investor Services PLC (the “Depositary”) representing a beneficial interest in an issued and outstanding Ferguson plc Share at the Merger Record Time was cancelled and, as consideration therefor, a depositary interest representing a beneficial interest in one share of Ferguson Enterprises Common Stock was issued through CREST by the Depositary to each holder of Ferguson plc U.K. DIs on a one-for-one basis for each Ferguson plc U.K. DI held by such holder immediately preceding the Merger Record Time. All Ferguson plc Shares held in treasury were cancelled as a result of the Merger.
Immediately following the consummation of the Merger, on a consolidated basis, the assets, businesses, and operations of Ferguson Enterprises were substantially the same as the corresponding assets, business, and operations of the Company immediately prior to the consummation of the Merger.
As a result of the Merger, Ferguson Enterprises became the successor issuer to the Company, which was renamed “Ferguson (Jersey) Limited” and changed its status to a private company. Pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shares of Ferguson Enterprises Common Stock issued in connection with the Merger are deemed registered under Section 12(b) of the Exchange Act as the common stock of the successor issuer. As a result, effective as of August 1, 2024, future filings with the Securities and Exchange Commission (the “SEC”) will be filed by Ferguson Enterprises under CIK No. 0002011641.
On July 31, 2024, the Company notified the New York Stock Exchange (“NYSE”) of the anticipated consummation of the Merger and requested that, following the Effective Time, the NYSE file with the SEC a Form 25, Notification of Removal from Listing and/or Registration, to delist all Ferguson plc Shares from the NYSE and deregister Ferguson plc Shares under Section 12(b) of the Exchange Act. The Company also intends to file a Certification and Notice of Termination of Registration on Form 15 with the SEC requesting the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act. The shares of Ferguson Enterprises Common Stock (CUSIP: 31488V 107; ISIN: US31488V1070) are expected to commence trading on the NYSE as of the open of trading on August 1, 2024, under the symbol “FERG,” which is the same symbol under which the Ferguson plc Shares traded.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
