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0001832433FALSE00018324332023-06-292023-06-29

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 29, 2023
 
FERGUSON PLC
(Exact Name of Registrant as Specified in its Charter)
 
Jersey, Channel Islands
   001-40066   98-1499339
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (IRS Employer
Identification Number)
1020 Eskdale Road, Winnersh Triangle, Wokingham,
Berkshire, United Kingdom
    
RG41 5TS
(Address of Principal Executive Offices)     (Zip Code)
Registrant’s Telephone Number, Including Area Code: +44 (0) 118 927 3800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Ordinary Shares of 10 pence   FERG  
New York Stock Exchange
London Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 


 
 
Item 8.01 Other Events.
On each of June 20, 2023, June 21, 2023 and June 27, 2023, Ferguson plc (the “Company”) released a weekly report in connection with the Company’s share repurchase program, which are filed as Exhibit 99.1 hereto.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



 
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Ferguson plc
(Registrant)
Date: June 29, 2023 By: /s/ Katherine McCormick
Name: Katherine McCormick
Title: Company Secretary

EX-99.1 2 exhibit991sharebuybackthru.htm EX-99.1 Document

Exhibit 99.1
Ferguson Share Repurchase Program - Weekly Report
06/20/2023

WOKINGHAM, England--Ferguson plc (NYSE: FERG, LSE: FERG) (the “Company”) announces today that it purchased a total of 62,000 of its ordinary shares in the period from June 12, 2023 up to and including June 15, 2023 in connection with its $3.0 billion share repurchase program.

Aggregated information about the purchases carried out during this period
Trading day Aggregate daily volume (in number of shares) Daily weighted average purchase price of the shares Trading venue
June 12, 2023 15,000 115.765059 XLON
June 13, 2023 10,000 116.450000 XLON
June 14, 2023 15,000 117.752397 XLON
June 15, 2023 22,000 118.131558 XLON

The Company intends to hold these shares in treasury. Following the purchase of these shares (including those purchased but not yet settled), the number of shares held by the Company in treasury will be 27,588,208.
Following the purchase of these shares, the remaining number of ordinary shares in issue will be 204,582,974. The figure of 204,582,974 may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.
In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation), as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, and the Commission Delegated Regulation (EU) 2016/1052, detailed information about the individual purchases can be found at Ferguson - Investors - Shareholder Center - Share Buy-Back Details - 2023 Share Buy-Back.
For further information please contact:
Brian Lantz, Vice President IR and Communications              +1 224 285 2410
Pete Kennedy, Director of Investor Relations                      +1 757 603 0111




Ferguson Share Repurchase Program - Weekly Report

06/21/2023

WOKINGHAM, England--Ferguson plc (NYSE: FERG, LSE: FERG) (the “Company”) announces today that it purchased a total of 8,795 of its ordinary shares on June 16, 2023 in connection with its $3.0 billion share repurchase program.

Aggregated information about the purchases carried out during this period
Trading day Aggregate daily volume (in number of shares) Daily weighted average purchase price of the shares Trading venue
June 16, 2023
8,795
 116.800000 XLON

The Company intends to hold these shares in treasury. Following the purchase of these shares (including those purchased but not yet settled), the number of shares held by the Company in treasury will be 27,597,003.
Following the purchase of these shares, the remaining number of ordinary shares in issue will be 204,574,179. The figure of 204,574,179 may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.
In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation), as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, and the Commission Delegated Regulation (EU) 2016/1052, detailed information about the individual purchases can be found at Ferguson - Investors - Shareholder Center - Share Buy-Back Details - 2023 Share Buy-Back.
For further information please contact:
Brian Lantz, Vice President IR and Communications              +1 224 285 2410
Pete Kennedy, Director of Investor Relations                      +1 757 603 0111



Ferguson Share Repurchase Program - Weekly Report
06/27/2023

WOKINGHAM, England--Ferguson plc (NYSE: FERG, LSE: FERG) (the “Company”) announces today that it purchased a total of 52,554 of its ordinary shares in the period from June 19, 2023, up to and including June 23, 2023, in connection with its $3.0 billion share repurchase program.

Aggregated information about the purchases carried out during this period
Trading day Aggregate daily volume (in number of shares) Daily weighted average purchase price of the shares Trading venue
June 19, 2023 12,169 116.650000 XLON
June 20, 2023 10,279 116.900000 XLON
June 21, 2023 9,848 118.479558 XLON
June 22, 2023 9,890 119.337224 XLON
June 23, 2023 10,368 119.416524 XLON

The Company intends to hold these shares in treasury. Following the purchase of these shares (including those purchased but not yet settled), the number of shares held by the Company in treasury will be 27,646,588.
Following the purchase of these shares, the remaining number of ordinary shares in issue will be 204,524,594. The figure of 204,524,594 may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.
In accordance with Article 5(1)(b) of Regulation (EU) No 596/2014 (the Market Abuse Regulation), as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, and the Commission Delegated Regulation (EU) 2016/1052, detailed information about the individual purchases can be found at Ferguson - Investors - Shareholder Center - Share Buy-Back Details - 2023 Share Buy-Back.
For further information please contact:
Brian Lantz, Vice President IR and Communications              +1 224 285 2410
Pete Kennedy, Director of Investor Relations                      +1 757 603 0111