Ferguson Completes $1.0 Billion Bond Financing

NOT FOR PUBLICATION OR DISTRIBUTION IN CANADA, JAPAN OR AUSTRALIA.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE, FOR SECURITIES OF FERGUSON PLC. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

WOKINGHAM, UK /ACCESSWIRE/April 21, 2022/ On April 20, 2022, Ferguson closed a $1.0 billion two-tranche bond offering consisting of $300 million of 4.25% bonds in aggregate principal amount due April 20, 2027 and of $700 million of 4.65% bonds in aggregate principal amount due April 20, 2032. The net proceeds will be for general corporate purposes, including the repayment of existing debt.

“This successful bond issuance demonstrates investor confidence in our strong business model, cash generation and balance sheet, and provides additional flexibility to continue investing in our capital priorities,” said Bill Brundage, Chief Financial Officer of the band.

About Ferguson plc
Ferguson is a leading $23 billion value-added North American distributor providing expertise, solutions and products ranging from infrastructure, plumbing and appliances to HVAC, fire, manufacturing and more. We exist to make our clients’ complex projects simple, successful and sustainable. Ferguson is listed on the New York Stock Exchange (NYSE:FERG) and the London Stock Exchange (LSE:FERG). For more information, please visit fergusonplc.com or follow us on LinkedInwww.linkedin.com/company/ferguson-enterprises.

Important Information

NOT FOR PUBLICATION OR DISTRIBUTION IN CANADA, JAPAN OR AUSTRALIA.

Certain information included in this announcement is forward-looking, including within the meaning of the United States Private Securities Litigation Reform Act of 1995 and involves risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed or implied. -understood by forward-looking information. statements. Forward-looking statements cover all matters that 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” or other variations or comparable terminology. Forward-looking statements include statements regarding the Company’s intentions with respect to the use of bond financing proceeds. Many factors could cause actual results to differ materially from these forward-looking statements, including, but not limited to: risks associated with the move of our primary listing in the United States, which is expected to take effect on the 12 May 2022, and any volatility in our share price and shareholder base in connection therewith; economic weakness, market trends, uncertainty and other conditions in the markets in which we operate, and other factors beyond our control, including macroeconomic or other consequences of the current conflict in Ukraine ; adverse impacts caused by the COVID-19 pandemic (or associated variants) or any current or future vaccination and/or testing mandates; the unsuccessful execution of our operating strategies; and the risks set forth in our Form 20-F filed with the Securities and Exchange Commission on September 28, 2021, under the heading “Risk Factors”. 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. Except in accordance with our legal or regulatory obligations, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

This announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States without registration or an exemption from registration under the Securities Act. There is no intention to register the securities mentioned herein in the United States and no public offering of the securities has been made in the United States. Securities sold in the United States were sold only to qualified institutional buyers (as defined in Rule 144A of the Securities Act) pursuant to Rule 144A.

This advertisement is being distributed and is directed only to persons who (i) are located outside the United Kingdom; (ii) have professional experience in matters relating to investments which fall within the definition of “investment professionals” in section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ” Arrangement “) ; (iii) are high net worth entities falling within section 49(2)(a) to (d) of the Ordinance; or (iv) other persons to whom it may otherwise lawfully be disclosed (all such persons collectively referred to as “Data Subjects”). Any investment or investment activity to which this announcement relates is only available and will be engaged in only with relevant persons. Persons who are not Data Subjects should not take any action on the basis of this communication and should not act or rely on it.

The Notes have not been offered, sold or otherwise made available and are not to be offered, sold or otherwise made available to any UK retail investor. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in Article 2(8) of Regulation (EU) n ° 2017/565, as it forms part of national law under the Withdrawal from the European Union Act 2018, as amended (“EUWA”); or (ii) a client within the meaning of the provisions of the FSMA and any rules or regulations adopted under the Financial Services and Markets Act 2000 (as amended, (the “FSMA”) to implement the Directive (EU) 2016/97, where such client would not be considered a professional client, as defined in Article 2(1)(8) of Regulation (EU) No 600/2014, as it is part of national law under the EUWA; or (iii) is not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law under EUWA Therefore, no key information document required by Regulation (EU) No 1286/2014 as it forms part of the domestic law under the EUWA (the “UK PRIIPs Regulation”) to offer or sell the Bonds or otherwise make them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any UK retail investor may be unlawful under the UK PRI IP Regulations.

The Notes are not intended to be offered, sold or otherwise made available and must not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in Article 4(1)(11) of the 2014 Directive /65/EU (as amended, “MiFID II”) or (ii) a client within the meaning of Directive (EU) 2016/97, where such client would not qualify as a professional client as defined in point (10) Article 4(1) of MiFID II; or (iii) is not a qualified investor within the meaning of Regulation (EU) 2017/1129. Accordingly, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) to offer or sell the Notes or otherwise make them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be illegal under the PRIIPs Regulation.

For more 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
Mike Ward, Corporate Communications Manager Mobile: +44 (0) 7894 417060
Nina Coad, David Litterick (Brunswick) Tel. : +44 (0) 20 7404 5959
Jonathan Doorley (Brunswick) Tel. : +1 917 459 0419

This information is provided by RNS, the information service of the London Stock Exchange. RNS is authorized by the Financial Conduct Authority to act as a primary information provider in the UK. Terms and conditions relating to the use and distribution of this information may apply. For more information, please contact [email protected] or visit www.rns.com.

THE SOURCE: Ferguson PLC

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