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Trian Fund Management, L.P. notified Ferguson PLC on January 11, 2023, of a disposal of voting rights. As a result, Trian's total voting rights in Ferguson PLC fell below 5% on January 6, 2023, down from a previously reported 5.14%. This change was triggered by an in-kind distribution of 3,795,799 Ferguson PLC Ordinary Shares from Trian Investors 1, L.P. to Trian Investors 1, Ltd.
| Date | 12 Jan 2023 |
| Time | 11:45:01 |
| Category | Holding(s) in company |
| ID | 5520M |
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 attached to shares (total of 8.A) |
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2) |
Total of both in % (8.A + 8.B) |
Total number of voting rights held in issuer |
|
|
Resulting situation on the date on which threshold was crossed or reached |
Below 5% |
N/A |
Below 5% |
Below 5% |
|
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 ISIN code(if possible) |
Number of direct voting rights (DTR5.1) |
Number of indirect voting rights (DTR5.2.1) |
% of direct voting rights (DTR5.1) |
% of indirect voting rights (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 instrument |
Expiration date |
Exercise/conversion period |
Number of voting rights that may be acquired if the instrument is exercised/converted |
% of voting rights |
|
|
|
|
|
|
|
Sub Total 8.B1 |
|
|
|
|
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
|
Type of financial instrument |
Expiration date |
Exercise/conversion period |
Physical or cash settlement |
Number of voting rights |
% of voting 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 person |
Name of controlled undertaking |
% of voting rights if it equals or is higher than the notifiable threshold |
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold |
Total of both if it equals or is higher than the notifiable threshold |
|
Trian Fund Management GP, LLC |
Trian Fund Management, L.P. |
|
|
|
|
Trian Fund Management, L.P. |
Each Trian entity 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