Ferguson PLC Share Repurchase Program (9684S)
March 15 2023 - 03:00AM
UK Regulatory (RNS & others)
TIDMFERG
RNS Number : 9684S
Ferguson PLC
15 March 2023
March 15, 2023
FERGUSON PLC
Share repurchase program
Ferguson plc (the "Company") announces that, in continuation of
its $2.5 billion share repurchase program (the "Program"), it has
entered into an irrevocable and non-discretionary arrangement with
its brokers Barclays Capital Securities Limited and Barclays
Capital Inc. (together, "Barclays") commencing from March 15, 2023
and ending no later than June 15, 2023. Under this arrangement,
Barclays, an independent third party, will act as principal and
will make decisions under the program independently from the
Company.
The maximum pecuniary amount allocated to this tranche of the
Program is GBP160 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$2,500 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 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 Barclays) 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.
For further information please contact
Ferguson plc
Brian Lantz, Vice President IR and
Communications Mobile: +1 224 285 2410
Pete Kennedy, Director of Investor
Relations Mobile: +1 757 603 0111
Media Inquiries
John Pappas, Director of Financial
Communications Mobile +1 484 790 2727
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," 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 the risks and
uncertainties set forth under the heading "Risk Factors" in our
Form 10-K filed with the Securities and Exchange Commission ("SEC")
on September 27, 2022 and in our Form 10-Q filed with the SEC on
March 8, 2023, and in other documents we furnish to or file 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.
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