Ferguson Plans To Cancel Its Secondary Listing on The London Stock Exchange
FERGUSON PLC FERG | 0.00 |
Ferguson Enterprises Inc. ("Ferguson" or the "Company") (NYSE:FERG, LSE: FERG))) today announced its intention to cancel: (i) the secondary listing of the Company's common stock ("Common Stock") on the Equity Shares (international commercial companies secondary listing) category of the Official List (the "Official List") of the U.K. Financial Conduct Authority ("FCA"); and (ii) the admission to trading of its Common Stock on the London Stock Exchange's ("LSE") main market for listed securities (together, the "London Delisting") with effect from July 20, 2026.
Background to and reasons for the London Delisting
Since 2019, the Company's board of directors (the "Board") has considered North America to be the best long-term location for Ferguson and has worked methodically and transparently with shareholders on this transformative journey. In moving the Company's primary listing from the LSE to the New York Stock Exchange ("NYSE") in 2022, the Board noted its intention to maintain the Company's secondary listing in London for as long as it was considered to be in the best interests of Ferguson and its shareholders as a whole. On May 5, 2026, the Company announced its intention to undertake a review of its LSE secondary listing. Following completion of the review, the Board is satisfied that it is in the best interests of the Company and its shareholders to proceed with the London Delisting for the following reasons:
- Liquidity on the NYSE now far outweighs liquidity on the LSE;
- Our shareholding base is largely North American;
- Eliminates the cost and complexity of maintaining a secondary listing while also simplifying the Company's corporate governance requirements; and
- Completes alignment with the Company's pure North American business profile and operations, headquarters and leadership with its listing structure.
Accordingly, the Company hereby gives notice that it has requested that: (i) the FCA cancel the listing of the Common Stock on the Equity Shares (international commercial companies secondary listing) category of the Official List of the FCA; and (ii) the LSE cancel the admission to trading of the Common Stock on the main market for listed securities of the LSE.
Process for and principal effects of the London Delisting
As the Company is assigned to the Equity Shares (international commercial companies secondary listing) category of the Official List, no shareholder approval is required for the London Delisting.
In accordance with U.K. Listing Rule 21.2.17R, the Company is required to give at least 20 business days' notice of the London Delisting. As such, it is intended that the London Delisting will become effective from 8:00 a.m. U.K. time on July 20, 2026, such that the last date of trading of the Common Stock on the LSE will be July 17, 2026.
Following the London Delisting: (i) it will no longer be possible to trade Common Stock on the LSE; and (ii) the Company will maintain its listing of its Common Stock on the NYSE.
The London Delisting is expected to have no impact for shareholders who are direct holders of Common Stock or who hold their interests in Common Stock through their nominated DTC broker or custodian.
Holders of the Company's U.K. issued Depositary Interests ("U.K. DIs") are strongly encouraged to read the Appendix to this announcement, which contains further details of the arrangements that will apply to them following the London Delisting and the actions that they may wish to take in advance of the London Delisting (including the steps and actions required to convert their interests into holdings of Common Stock, directly or through a DTC broker or custodian, from which they can be traded directly on the NYSE). The Company currently expects the existing U.K. DI arrangements to remain in place until on or around January 29, 2027.
