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Publication Announcement: Circular and Notice of Meeting

On January 13, 2022 Ferguson plc announced that it expected to hold a shareholder vote on or about March 10, 2022 to enable a primary US listing in line with the previously announced timeline.

Today, the Company has published a Circular and Notice of General Meeting (the “Circular”) outlining further details of the proposed relocation of the Company’s primary listing to the US, which will be achieved by the transfer of its listing category from a premium listing to a standard listing on the London Stock Exchange. The documents also contain the necessary shareholder resolution to be considered at the General Meeting.

A copy of the Circular is available on Ferguson’s website within the Shareholder Center pages of the Investors & Media section at https://www.fergusonplc.com/en/investors-and-media/shareholder-center/agm.html and will also be submitted to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Circular will be distributed to shareholders together with a form of proxy for the General Meeting which will be held on Thursday, March 10, 2022 at Freshfields Bruckhaus Deringer, 100 Bishopsgate, London, EC2P 2SR, United Kingdom. The General Meeting is currently intended to be held as a normal   physical meeting.  Shareholders will be notified of any changes to the General Meeting arrangements via the Company’s website and an RNS announcement should this be required due to any new regulations or public health guidance relating to the COVID-19 pandemic.

Subject to the passing of the Resolution and in compliance with the notice period set out in Listing Rule 5.4A.6R(3), it is anticipated that the date of the Proposed Transfer will be May 12, 2022.

Unless stated otherwise, capitalised terms used in this announcement shall have the same meanings as in the Circular.  For background information on the listing changes, please see the below “Notes to editors” section of this announcement.

For further information please contact

Ferguson plc
Geoff Drabble, Chairman Tel: +44 (0) 1189 273800
Brian Lantz, Vice President IR and Communications Mobile: +1 224 285 2410
Pete Kennedy, Director of Investor Relations Mobile: +1 757 603 0111
Media Enquiries
Mike Ward, Head of Corporate Communications Mobile: +44 (0) 7894 417060
Nina Coad, David Litterick (Brunswick) Tel: +44 (0) 20 7404 5959
Jonathan Doorley (Brunswick) Tel: +1 (917) 459 0419

Notes to editors

Listing changes

Ferguson’s operations are now 100 per cent focused on North America and the Board continues to believe the US is the natural long-term listing location for the Company. As previously announced, after extensive shareholder consultation, the Company set out a two-step process to achieve an orderly and equitable path to achieving this aim. The first step has been achieved, with the additional US listing of ordinary shares becoming effective on the New York Stock Exchange on March 8, 2021, having been supported by over 99% of shareholders voting. In line with the timeline previously set out on the second step, Ferguson is putting forward a vote on a primary US listing on March 10, 2022. Further details are available in the Circular on the Company’s website here: https://www.fergusonplc.com/en/investors-and-media/shareholder-center/agm.html.

Download the full announcement