TIDMFERG
RNS Number : 5520M
Ferguson PLC
12 January 2023
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
JE00BJVNSS43
Issuer Name
FERGUSON PLC
UK or Non-UK Issuer
Non-UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
Trian Fund Management, L.P.
City of registered office (if applicable)
New York
Country of registered office (if applicable)
United States of America
4. Details of the shareholder
Name City of registered office Country of registered office
Trian Investors 1 General Partner, LLC Wilmington USA
=========================== ==============================
Trian Investors 1 SLP, L.P. Wilmington USA
=========================== ==============================
Trian Partners Co-Investment Opportunities Fund, Ltd. Grand Cayman Cayman Islands
=========================== ==============================
Trian Partners Strategic Fund-K, L.P. Wilmington USA
=========================== ==============================
Trian Partners Strategic Fund-G III, L.P. Wilmington USA
=========================== ==============================
Trian Partners Strategic Fund-G II, L.P. Wilmington USA
=========================== ==============================
Trian Partners Fund (Sub)-G, L.P. Wilmington USA
=========================== ==============================
Trian Partners Strategic Investment Fund-N, L.P. Wilmington USA
=========================== ==============================
Trian Partners Strategic Investment Fund-A, L.P. Wilmington USA
=========================== ==============================
Trian Partners Parallel Fund I, L.P. Wilmington USA
=========================== ==============================
Trian Partners Master Fund, L.P. Grand Cayman Cayman Islands
=========================== ==============================
Trian Partners, L.P. Wilmington USA
=========================== ==============================
5. Date on which the threshold was crossed or reached
06-Jan-2023
6. Date on which Issuer notified
11-Jan-2023
7. Total positions of person(s) subject to the notification
obligation
% of voting rights % of voting rights Total of both in % Total number of
attached to shares through financial (8.A + 8.B) voting rights held
(total of 8.A) instruments (total in issuer
of 8.B 1 + 8.B 2)
Resulting situation Below 5% N/A Below 5% Below 5%
on the date on
which threshold was
crossed or reached
====================== ====================== ====================== ======================
Position of
previous
notification (if
applicable) 4.94% 0.20% 5.14%
====================== ====================== ====================== ======================
8. Notified details of the resulting situation on the date on
which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares Number of direct Number of indirect % of direct voting % of indirect voting
ISIN code(if possible) voting rights (DTR5.1) voting rights rights (DTR5.1) rights (DTR5.2.1)
(DTR5.2.1)
JE00BJVNSS43 N/A Below 5% N/A Below 5%
====================== ====================== ====================== ======================
Sub Total 8.A Below 5% Below 5%
============================================== ==============================================
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial Expiration date Exercise/conversion period Number of voting rights % of voting rights
instrument that may be acquired if
the instrument is
exercised/converted
Sub Total 8.B1
=========================================== ========================= ==================
8B2. Financial Instruments with similar economic effect
according to (DTR5.3.1R.(1) (b))
Type of financial Expiration date Exercise/conversion Physical or cash Number of voting % of voting rights
instrument period settlement rights
Sub Total 8.B2
========================================================= =================== ==================
9. Information in relation to the person subject to the
notification obligation
2. Full chain of controlled undertakings through which the
voting rights and/or the financial instruments are effectively held
starting with the ultimate controlling natural person or legal
entities (please add additional rows as necessary)
Ultimate controlling Name of controlled % of voting rights if % of voting rights Total of both if it
person undertaking it equals or is higher through financial equals or is higher
than the notifiable instruments if it than the notifiable
threshold equals or is higher threshold
than the notifiable
threshold
Trian Fund Trian Fund
Management GP, LLC Management, L.P.
====================== ====================== ====================== ======================
Trian Fund Each Trian entity
Management, L.P. listed in Section 4
====================== ====================== ====================== ======================
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
Trian Fund Management, L.P. ("Trian Management") has full
investment and voting discretion on behalf of each of the Trian
entities listed in Section 4.
Trian Fund Management GP, LLC is the general partner of Trian
Management. Trian Fund Management GP, LLC is controlled by Nelson
Peltz, Peter W. May and Edward P. Garden, who are therefore in a
position to determine the investment and voting decisions by Trian
Management and each of the Trian entities listed in Section 4.
This notification was triggered by the distribution in-kind of
3,795,799 Ordinary Shares of Ferguson plc from Trian Investors 1,
L.P., a fund managed by a subsidiary of Trian Management, to Trian
Investors 1, Ltd. ("Trian Investors") in advance of a mandatory
redemption deadline. The Board of Trian Investors has announced
that it anticipates distributing these Ferguson shares in specie to
Trian Investors shareholders.
12. Date of Completion
11-Jan-2023
13. Place Of Completion
New York
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END
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