Ferguson plc: Share Repurchase Program
Ferguson plc announces a $3.0 billion share repurchase program with Barclays Capital Inc., aiming to repurchase up to $220 million worth of shares by June 13, 2024. The Company plans to acquire ordinary shares independently through its broker, reducing its capital and potentially using repurchased shares for future share awards.
Ferguson plc's announcement of continuing its $3.0 billion share repurchase program, with a specific tranche of $220 million, is a strategic financial decision that reflects the company's capital allocation policy. Share buybacks are often used as a tool to return value to shareholders, as they can potentially increase earnings per share by reducing the number of shares outstanding. This can lead to a higher stock price if the market perceives the action as a sign of confidence by management in the company's future prospects.
However, the timing and scale of such programs can impact liquidity and market perception. The use of a non-discretionary arrangement with Barclays ensures that the company is not influencing the timing of the repurchases, which can help in avoiding potential market manipulation accusations. This arrangement also demonstrates a planned and steady approach to capital return, rather than sporadic buyback announcements that could cause more volatility in the stock price.
Investors should note that while buybacks can signal positive sentiment, they also reduce the company's cash reserves, which could be used for other opportunities like acquisitions or debt reduction. It's important to monitor the company's overall financial health, including debt levels and cash flow, to understand the sustainability of the repurchase program in the long term.
The share repurchase program of Ferguson plc, particularly within the context of the broader market, can be seen as an indicator of the company's market position and competitive strategy. In industries where growth opportunities are limited, companies may opt for share buybacks as a means of utilizing excess cash effectively rather than pursuing riskier investments. This can be appealing to investors who prefer capital returns over growth investments with uncertain outcomes.
It is also important to consider the psychological impact on investors. A large-scale repurchase program can be interpreted as a commitment to shareholder value, potentially making the company's stock more attractive to value investors. The market's response to such programs can vary and it's important to analyze peer responses and sector trends to anticipate potential market shifts.
Furthermore, the share repurchase will likely affect the company's share liquidity. A reduced share count can lead to lower liquidity, which might increase the stock's volatility. Investors may want to assess the trade-off between the perceived increase in shareholder value and the potential impact on share liquidity.
The legal framework surrounding share repurchases is a critical element of such programs. Ferguson plc's adherence to the Market Abuse Regulation 596/2014 and the U.S. Securities Exchange Act rules, including Rule 10b5-1 and Rule 10b-18, is fundamental to ensure compliance with insider trading laws and regulations that govern stock repurchases. Rule 10b5-1 allows insiders of publicly traded corporations to set up a trading plan for selling stocks they own. Rule 10b-18 provides a 'safe harbor' for companies to repurchase their shares without being deemed to manipulate the market.
Investors should be reassured by the company's commitment to compliance, as it reduces the risk of regulatory penalties that could affect the company's financial stability and reputation. Additionally, the authorization of the share repurchase by Ferguson's shareholders at the Annual General Meeting reflects proper corporate governance practices, aligning management's actions with shareholder interests.
It is also noteworthy that any shares repurchased may be used to satisfy future share awards, which aligns executive compensation with shareholder value creation. This practice is common in executive compensation strategies and can be effective in motivating management performance.
03/15/2024 - 06:45 AM
WOKINGHAM, England --(BUSINESS WIRE)--
Ferguson plc (the "Company ") announces that, in continuation of its $3.0 billion Program "), it has entered into a non-discretionary arrangement with its broker Barclays Capital Inc. ("Barclays ") commencing from March 15, 2024 and ending no later than June 13, 2024. Barclays, an independent third party, will make trading decisions concerning the timing of the purchases of the Company's shares independently of the Company. Barclays will carry out the instruction through the acquisition by Barclays, as agent on behalf of the Company, of ordinary shares in the Company.
The maximum pecuniary amount allocated to this tranche of the Program is $220 million $3.0 billion
The Company's shareholders generally authorized the Company to purchase up to a maximum of 20,398,372 of its ordinary shares at its Annual General Meeting held on November 28, 2023. 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 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.
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 corporate.ferguson.com or follow us on LinkedIn linkedin.com/company/ferguson-enterprises .
Cautionary note regarding forward-looking statements
Certain information in this announcement is forward-looking within the meaning of the 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," “may,” 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: weakness in the economy, market trends, uncertainty and other conditions in the markets in which we operate, and other factors beyond our control, including disruption in the financial markets and any macroeconomic or other consequences of political unrest, disputes or war; 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 or our ability to timely deploy new omni-channel capabilities; unsuccessful execution of our operational strategies; adverse impacts caused by a public health crisis; and other risks and uncertainties set forth under the heading "Risk Factors" in our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on March 6, 2024, our Annual Report on Form 10-K filed with the SEC on September 26, 2023, and in other filings we make 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 publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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Source: Ferguson plc
What is Ferguson plc's share repurchase program details with Barclays Capital Inc.?
Ferguson plc has initiated a $3.0 billion share repurchase program with Barclays Capital Inc., aiming to repurchase up to $220 million worth of shares by June 13, 2024.
How many shares is Ferguson plc authorized to purchase under the Program?
Ferguson plc's shareholders authorized the Company to purchase up to a maximum of 20,398,372 of its ordinary shares at its Annual General Meeting held on November 28, 2023.
Where will the Company carry out the share purchases under the Program?
Any purchases of shares by Ferguson plc in relation to this tranche of the Program will be carried out on the New York Stock Exchange.
What is the purpose of Ferguson plc's share repurchase program?
The purpose of the Program is to reduce the capital of the Company and potentially use the repurchased shares to satisfy share awards in the future.
