F-6 1 d8226531_f-6.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS

FERGUSON NEWCO plc1
(Exact name of issuer of deposited securities as specified in its charter)

N/A
(Translation of issuer’s name into English)

The Bailiwick of Jersey
(Jurisdiction of incorporation or organization of issuer)

DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)

60 Wall Street
New York, New York 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

Ferguson Enterprises, Inc.
12500 Jefferson Avenue,
Newport News, Virginia 23602, USA
(757) 874 7795
(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
 
It is proposed that this filing become effective under Rule 466:
☐
☐
 immediately upon filing.
 on (Date) at (Time)
 
 
If a separate registration statement has been filed to register the deposited shares, check the following box: ☐
 


1 In connection with this offering, Ferguson NewCo plc intends to change its corporate name from Ferguson NewCo plc to Ferguson plc prior to the completion of this offering.
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed Maximum
Aggregate Price Per Unit*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one-tenth of one ordinary share of Ferguson NewCo plc
200,000,000
American
Depositary Shares
 
$0.05
$10,000,000
$1,212.00
 
*
Each unit represents one American Depositary Share.
**
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.



PART I
INFORMATION REQUIRED IN PROSPECTUS

PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement and incorporated herein by reference.
 
Item 1.
DESCRIPTION OF SECURITIES TO BE REGISTERED
 
CROSS REFERENCE SHEET
 
Item Number and Caption
 
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
 
 
 
 
 
1.  
Name of depositary and address of its principal executive office
 
Face of Receipt, Introductory article and bottom center
 
 
 
 
 
2.  
Title of Receipts and identity of deposited securities
 
Face of Receipt, Top center
 
 
 
 
 
 
Terms of Deposit:
 
 
 
 
 
 
 
 
(i) 
The amount of deposited securities represented by one American Depositary Share
 
Face of Receipt, Upper right corner
 
 
 
 
 
 
(ii) 
The procedure for voting, if any, the deposited securities
 
Articles 15, 16 and 18
 
 
 
 
 
 
(iii) 
The collection and distribution of dividends
 
Articles 4, 12, 13, 15 and 18
 
 
 
 
 
 
(iv) 
The transmission of notices, reports and proxy soliciting material
 
Articles 11, 15, 16 and 18
 
 
 
 
 
 
(v) 
The sale or exercise of rights
 
Articles 13, 14, 15 and 18
 
 
 
 
 
 
(vi) 
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Articles 12, 13, 15, 17 and 18
 
 
 
 
 
 
(vii) 
Amendment, extension or termin-ation of the deposit arrangements
 
Articles 20 and 21 (no provision for extensions)
 
 
 
 
 
 
(viii) 
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
 
Article 11
 
 
 
 
 
 
(ix) 
Restrictions upon the right to deposit or withdraw the underlying securities
 
Articles 2, 3, 4, 5, 6 and 22
         
 
(x)
Limitation upon the liability of the depositary
 
Articles 14, 18, 19 and 21
 
 
 
 
 
3. 
  
Fees and charges which may be imposed directly or indirectly against holders of Receipts
 
Article 7, Article 11
 
 
 
 
 


Item 2.                    AVAILABLE INFORMATION
 

 
(a) As set forth in Article (12) of the Form of Receipt constituting the prospectus included herein, Ferguson NewCo plc publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of 1934"), on its Internet Web site (www.fergusonplc.com) or through an electronic information delivery system generally available to the public in its primary trading market.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.
EXHIBITS
 
(a)
Form of Deposit Agreement, dated as of                 , 2019, by and among Ferguson NewCo plc, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Owners and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). – Filed herewith as Exhibit (a).
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. – Not Applicable.
 
(c)
Every material contract relating to the deposited securities between the Depositary and Ferguson NewCo plc in effect at any time within the last three years. – Not Applicable.
 
(d)
Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d).
 
(e) 
Certification under Rule 466. – Not Applicable.
 
(f)
Powers of Attorney for certain officers and directors and the authorized representative of Ferguson NewCo plc. – Set forth on the signature pages hereto.

 
Item 4.
 
UNDERTAKINGS
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the issuer.
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary under-takes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary under-takes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Ferguson NewCo plc, Deutsche Bank Trust Company Americas, as depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 3, 2019.
 
 
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares representing ordinary shares of Ferguson NewCo plc
 
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
 
 
 
 
 
 
 
 
 
 
By: 
/s/ Michael Fitzpatrick
 
 
Name:  
Michael Fitzpatrick
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
By: 
/s/ Rohan Bridgett
 
 
Name:
Rohan Bridgett
 
 
Title:
Vice President
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Ferguson NewCo plc certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, United Kingdom on May 3, 2019.
 
 
FERGUSON NEWCO plc
 
 
 
 
 
 
 
 
 
 
By: 
/s/ Graham Middlemiss
 
 
Name:  
Graham Middlemiss
 
 
Title:
Group Company Secretary
 
 
Each person whose signature appears below hereby constitutes and appoints Graham Middlemiss and Mike Powell, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement or amendment has been signed by the following persons in the capacities indicated on May 3, 2019.
 
Signatures
 
Capacity
 
 
 
/s/ Gareth Davis
 
Chairman of the Board of Directors and Director
Gareth Davis
 
 
 
 
 
/s/ John Martin
 
Group Chief Executive and Director
John Martin
 
(principal executive officer)
 
 
 
/s/ Michael Powell
 
Chief Financial Officer and Director
Michael Powell
 
 
 
 
 
/s/ Kevin Murphy
 
Chief Executive Officer, USA and Director
Kevin Murphy
 
(authorized representative in the United States)
 
 
 
/s/ Alan Murray
 
Senior Independent Director
Alan Murray
 
 
 
 
 
/s/ Darren Shapland
 
Independent Non-Executive Director
Darren Shapland
 
 
 
 
 
/s/ Nadia Shouraboura
 
Independent Non-Executive Director
Nadia Shouraboura
 
 
 
 
 
/s/ Tessa Bamford
 
Independent Non-Executive Director
Tessa Bamford
 
  
     
/s/ Jacqueline Simmonds
  
Independent Non-Executive Director
Jacqueline Simmonds
    
     
/s/ Catherine Halligan
 
Independent Non-Executive Director
Catherine Halligan
 
  
     
/s/ Thomas Schmitt
 
Independent Non-Executive Director
Thomas Schmitt
 
 
  
INDEX TO EXHIBITS

Exhibit Number
 
 
(a)  Form of Deposit Agreement
 
(d)  Opinion of counsel to the Depositary