Ferguson : UK Prospectus 2024

This document comprises a prospectus (the "Prospectus") relating to Ferguson Enterprises Inc. ("New TopCo"), a newly incorporated corporation under the laws of Delaware, United States, having its registered office at 1521 Concord Pike, Suite 201, Wilmington, County of New Castle, Delaware 19803, prepared in accordance with the Prospectus Regulation Rules (the "Prospectus Regulation Rules") of the Financial Conduct Authority ("FCA") made under section 73A of the Financial Services and Markets Act 2000, as amended (the "FSMA"). A copy of this Prospectus has been filed with, and approved by, the FCA as competent authority under the assimilated Regulation (EU) 2017/1129 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "U.K. Prospectus Regulation") and has been made available to the public in accordance with Rule 3.2 of the Prospectus Regulation Rules.

The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the U.K. Prospectus Regulation; such approval should not be considered as an endorsement of New TopCo that is, or the quality of the securities that are, the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the securities.

This Prospectus has been prepared solely in connection with the proposed merger (the "Merger") between Ferguson (Jersey) 2 Limited ("Merger Sub"), a newly formed Jersey incorporated private limited company with registration number 152861 and direct wholly owned subsidiary of New TopCo, and Ferguson plc, a public company limited by shares incorporated in the Bailiwick of Jersey ("Jersey") with registration number 128484, with Merger Sub ceasing to exist and Ferguson plc continuing as the surviving entity (the "Surviving Entity"). The Surviving Entity will change its name to "Ferguson (Jersey) Limited," will change its status to a private company, and will be a direct, wholly owned subsidiary of New TopCo. You should read this Prospectus and any documents incorporated herein by reference in their entirety including, in particular, the risk factors set out below under the heading "Risk Factors" in this Prospectus.

The distribution of this Prospectus and the transfer of New TopCo Common Stock (as defined herein) in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, subject to certain exceptions, this Prospectus, and any other such documents should not be distributed, forwarded to or transmitted into the Restricted Jurisdictions.

Ferguson Enterprises Inc.

(Incorporated as a corporation under the laws of Delaware, United States)

Application for admission to the standard listing segment of the Official List and to trading on the LSE's main market for listed securities of up to 203,100,000 shares of common stock, par value $0.0001 per share

Joint Corporate Broker

Barclays

Application will be made to the FCA for all of the common stock, par value $0.0001 per share of New TopCo (the "New TopCo Common Stock") to be admitted to the standard listing segment of the FCA's Official List (the "Official List") and to London Stock Exchange plc (the "London Stock Exchange" or "LSE") for all of the New TopCo Common Stock to be admitted to trading on the London Stock Exchange's main market for listed securities (together, "Admission"). It is expected that, subject to the Merger proceeding as currently envisaged, Admission will become effective, and dealings in New TopCo Common Stock will commence, on August 1, 2024.

The directors of New TopCo, whose names appear in the section titled "New TopCo Directors, Corporate Secretary and Advisers" of this Prospectus (each a "Director" or together the "Directors"), and New TopCo, accept responsibility for the information contained in this Prospectus. To the best of the knowledge of New TopCo and the Directors, the information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect its import.

Prospective investors should read this Prospectus in its entirety and should remember that the price of securities, and the income from them, can go down as well as up. Unless specified otherwise, "we," "us," "our," the "Company," "Ferguson" and other similar terms refer to Ferguson plc and its consolidated subsidiaries prior to the Effective Time (as defined herein) and to New TopCo and its consolidated subsidiaries after the Effective Time.

The New TopCo Common Stock will not be registered under the securities laws of any Restricted Jurisdiction and may not be offered, sold, resold, transferred, or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from, and in compliance with, any applicable securities laws. There will be no public offer in connection with the Merger.

New TopCo has filed or will, on or around the date of this Prospectus, file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the "SEC") in relation to the registration of the New TopCo Common Stock. Ferguson Shareholders should read the registration statement carefully and in its entirety prior to making any decisions in respect of their Ferguson Shares. The registration statement will be available on the SEC's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) website.

Barclays Bank PLC ("Barclays") (the "Joint Corporate Broker"), which is authorized by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for New TopCo and Ferguson plc and no one else in connection with Admission or the arrangements described in this Prospectus and will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to the arrangements described in this Prospectus and will not be responsible to anyone other than New TopCo for providing the protections afforded to its clients or for providing advice in relation to Admission or the arrangements referred to in this Prospectus.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Corporate Broker by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither the Joint Corporate Broker nor any of its affiliates, directors, officers, employees or advisers accepts any responsibility whatsoever or makes any representation or warranty, express or implied, for the contents of this Prospectus, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with Ferguson, New TopCo, the New TopCo Common Stock, the Proposals or Admission, or the arrangements described in this Prospectus, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. The Joint Corporate Broker and its affiliates, directors, officers, employees, or advisers accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Prospectus or any such statement.

The Joint Corporate Broker and its affiliates have from time to time engaged in or provided, and may in the future engage in or provide, various commercial banking, investment banking and financial advisory transactions and services in the ordinary course of their business with Ferguson plc and New TopCo and/or their respective affiliates for which they would have received, and may in the future receive, customary fees and commissions. In the ordinary course of its various business activities, the Joint Corporate Broker and its affiliates may hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) in Ferguson plc, the New TopCo and their respective affiliates for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments.

Save as discussed in Part V ("Profit Forecast"), no statement in this Prospectus or incorporated by reference into this Prospectus, is intended as a profit forecast or profit estimate for any period and no statement in this Prospectus or incorporated by reference into this Prospectus should be interpreted to mean that the earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Ferguson.

NOTICE TO ALL INVESTORS

The distribution of this Prospectus and/or the transfer of New TopCo Common Stock in or into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted in or into the Restricted Jurisdictions.

No person has been authorized to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by New TopCo or by the Joint Corporate Broker. The delivery of this Prospectus shall not under any circumstances, create any implication that there has been no change in the affairs of Ferguson since the date of this Prospectus or that the information in this Prospectus is correct as at any time subsequent to its date.

Investors acknowledge that they have not relied on the Joint Corporate Broker or any person affiliated with the Joint Corporate Broker in connection with any investigation of the accuracy of any information contained in this Prospectus or their investment decision. Each investor must rely on his or her own examination, analysis, and enquiry of New TopCo and the New TopCo Common Stock, including the merits and risks involved. Neither New TopCo, nor the Joint Corporate Broker, nor any of their respective representatives, makes any representation to any investor in respect of the New TopCo Common Stock under the laws applicable to such person. Each investor should consult with his or her own advisers as to the legal, tax, business, financial and related aspects of holding New TopCo Common Stock.

Please note that the information contained in this Prospectus may be addressed to and/or targeted at persons who are residents of particular countries only and is not intended for use and should not be relied upon by any person outside these countries. Prior to relying on the information contained in this Prospectus you must ascertain from the Prospectus whether or not you are part of the intended addressees of the information contained herein.

The contents of the websites of Ferguson do not form part of this Prospectus.

Capitalized terms used in this Prospectus have the meanings ascribed to them, and certain technical terms are explained, in Part IX ("Definitions") of this Prospectus.

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CONTENTS
	PAGE
SUMMARY	4
RISK FACTORS	11
IMPORTANT INFORMATION	34
EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND MERGER STATISTICS	39
NEW TOPCO DIRECTORS, CORPORATE SECRETARY AND ADVISERS	40
PART I THE MERGER AND RELATED PROPOSALS	42
PART II BUSINESS OVERVIEW OF FERGUSON	49
PART III OPERATING AND FINANCIAL REVIEW OF FERGUSON	55
PART IV CAPITALIZATION AND INDEBTEDNESS	71
PART V PROFIT FORECAST	72
PART VI TAXATION	74
PART VII ADDITIONAL INFORMATION	81
PART VIII DOCUMENTS INCORPORATED BY REFERENCE	175
PART IX DEFINITIONS	176

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SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A-D(A.1-D.2). This summary contains all the Elements required to be included in a summary for this type of security and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

SECTION A - INTRODUCTION AND WARNINGS

A.1	Name and international	Shares of common stock, par value $0.0001 per share (the "New TopCo
	securities identifier number	Common Stock"), of Ferguson Enterprises Inc. ("New TopCo").
	(ISIN) of the securities	When admitted to trading on the London Stock Exchange, the New
		TopCo Common Stock will be registered with ISIN US31488V1070 and
		SEDOL number BS3BQJ6 and is expected to trade under the symbol
		"FERG".
		It is intended that the New TopCo Common Stock will be simultaneously
		admitted to trading on the New York Stock Exchange (the "NYSE").
		When admitted to trading on the NYSE, the New TopCo Common Stock
		is expected to also trade under the symbol "FERG" with CUSIP number
		31488V 107.
A.2	Identity and contact details	The registered office of New TopCo is at 1521 Concord Pike, Suite 201,
	of the issuer, including its	Wilmington, County of New Castle, Delaware 19803, and the principal
	Legal Entity Identifier (LEI)	office of New TopCo is at 751 Lakefront Commons, Newport News,
		Virginia 23606, USA. The legal entity identifier ("LEI") number of New
		TopCo is 2138003JYQMRP3SLX189.
A.3	Identity and contact details	This Prospectus has been approved by the FCA, with its head office at
	of the competent authority	12 Endeavour Square, London, E20 1JN, and telephone number:
	approving the prospectus	[phone], as competent authority under the U.K. Prospectus
		Regulation. The FCA only approves this Prospectus as meeting the
		standards of completeness, comprehensibility and consistency imposed
		by the U.K. Prospectus Regulation, and such approval should not be
		considered as an endorsement of the issuer that is, or of the quality of the
		securities that are, the subject of this Prospectus.
		Investors should make their own assessment as to the suitability of
		investing in the New TopCo Common Stock.
A.4	Date of approval of the	This Prospectus was approved by the FCA on April 18, 2024.
	prospectus
A.5	Warning	This summary has been prepared in accordance with Article 7 of the U.K.
		Prospectus Regulation and should be read as an introduction to the
		Prospectus.
		Any decision to invest in the New TopCo Common Stock should be based
		on consideration of the Prospectus as a whole by the investor. Any
		investor could lose all or part of their invested capital.
		Civil liability attaches only to those persons who have tabled the
		summary including any translation thereof, but only if the summary is
		misleading, inaccurate or inconsistent when read together with the other
		parts of the Prospectus or it does not provide, when read together with the
		other parts of the Prospectus, key information in order to aid investors
		when considering whether to invest in the New TopCo Common Stock.

PRA7.3

PRA7.4

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SECTION B - KEY INFORMATION ON THE ISSUER

B.1	Who is the issuer of the
	securities?
B.1.1	Domicile, legal form, LEI,		New TopCo is a corporation incorporated under the laws of Delaware,
	jurisdiction of incorporation		United States, having its registered office at 1521 Concord Pike, Suite
	and country of operation		201, Wilmington, County of New Castle, Delaware 19803. The principal
			office of New TopCo is at 751 Lakefront Commons, Newport News,
			Virginia 23606, USA. New TopCo is subject to the laws of Delaware,
			including the Delaware General Corporation Law (the "DGCL"). The
			LEI number of New TopCo is 2138003JYQMRP3SLX189.
B.1.2	Principal activities		Ferguson 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. We sell
			through a common network of distribution centers, branches, counter
		service and specialist sales associates, showroom consultants and
			e-commerce channels.
B.1.3	Major shareholders				Number of Ferguson	Percentage of
					Shares Beneficially	Ferguson Shares
			Major Shareholders	Owned	Beneficially Owned(1)
			------------------------	-------------------	------------------
			BlackRock, Inc.(2)	13,305,591	6.6%
			Vanguard(3)	25,804,490	12.7%
			Notes:
			(1) The percentages of share capital are exclusive of treasury shares.
			(2) Based on the Schedule 13G filed by BlackRock, Inc. with the SEC on February 2, 2024,
			BlackRock, Inc. and its subsidiaries beneficially owned an aggregate of 13,305,591 ordinary
			shares as of February 14, 2023, and BlackRock, Inc. had sole voting power over 11,974,293
			ordinary shares, shared voting power over 0 ordinary shares, sole dispositive power over
			13,305,591 ordinary shares and shared dispositive power over 0 ordinary shares. The address
			for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.
			(3) Based on the Schedule 13G filed by The Vanguard Group, Inc. with the SEC on February 13,
			2024, The Vanguard Group, Inc. beneficially owned an aggregate of 25,804,490 ordinary
			shares, had sole voting power over 0 ordinary shares, shared voting power over 1,711,313
			ordinary shares, sole dispositive power over 23,766,671 ordinary shares and shared dispositive
			power over 2,037,819 ordinary shares as of January 10, 2023. The principal business office
			address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
B.1.4	Key managing directors		Immediately following Admission, New TopCo's Chief Executive
			Officer will be Kevin Murphy and its Chief Financial Officer will be Bill
			Brundage.
B.1.5	Identity of the statutory		Deloitte LLP, with its address at 1 New Street Square, London EC4A
	auditors		3HQ and registered to provide audit services by the Institute of Chartered
			Accountants of England and Wales, audited and rendered an unqualified
			auditor's report for each of Ferguson plc's financial statements for the
			financial years ended July 31, 2021, 2022 and 2023, each of which is
			incorporated by reference into this Prospectus.
			The auditor of New TopCo following Admission will be Deloitte &
			Touche LLP, an independent registered public accounting firm, with its
		address at West Tower, Suite 820, 901 East Byrd Street, Richmond,
		Virginia 23219, United States, and registered to provide audit services by
		the Public Company Accounting Oversight Board (United States) (the
		"PCAOB").

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B.2

What is the key financial New TopCo was recently incorporated and as at the date of this

information regarding the Prospectus has no historical operations of its own. Therefore, this

issuer?Prospectus does not present any standalone, unconsolidated financial information for New TopCo.

The tables below set out Ferguson plc's summary consolidated financial information for the periods indicated, as reported in conformity with accounting principles generally accepted in the United States ("U.S. GAAP").

Summary consolidated statements of earnings

					Six months ended
		Year ended July 31,	January 31,
		------------------------------	--------------------
					(unaudited)
		2023	2022	2021(1)	2024	2023
		--------	--------	--------	---------	--------
				($ millions)
Net sales	29,734	28,566	22,792	14,381	14,756
Cost of sales	(20,709)	(19,810)	(15,812)	(10, 021)	(10,273)
		--------	--------	--------	--------	--------
Gross profit	9,025	8,756	6,980	4,360	4,483
Selling, general and
administrative
expenses	(5,920)	(5,635)	(4,732)	(2,981)	(2,941)
Impairments and
other charges	(125)	-	-	-	-
Depreciation and
amortization	(321)	(301)	(298)	(163)	(162)
		--------	--------	--------	--------	--------
Operating profit	2,659	2,820	1,950	1,216	1,380
Interest expense, net	(184)	(111)	(98)	(89)	(88)
Other (expense) income,
net	(11)	(1)	10	(3)	(5)
Income before income	--------	--------	--------	--------	--------
taxes	2,464	2,708	1,862	1,124	1,287
Provision for income
taxes	(575)	(609)	(232)	(283)	(318)
		--------	--------	--------	--------	--------
Income from continuing
operations	1,889	2,099	1,630	841	969
Income (loss) from
discontinued operations
(net of tax)	-	23	(158)	-	-
		--------	--------	--------	--------	--------
Net income	1,889	2,122	1,472	841	969
		--------	--------	--------	--------	--------

Note:

1. Ferguson changed its accounting standards from IFRS to U.S. GAAP beginning with the financial year ended July 31, 2022. In order to provide comparability of accounting standards across the periods, the information in this table for the financial year ended July 31, 2021 represents the unaudited comparative period financial information contained in the Audited 2022 Financial Statements.

Summary consolidated balance sheets

				Six months ended
	Year ended July 31,	January 31,
	------------------------------	--------------------
	2023	2022	2021(1)	(unaudited)
	2024	2023
	--------	--------	--------	---------	--------
			($ millions)
Total assets	15,994	15,661	13,709	15,687	15,216
	--------	--------	--------	--------	--------
Total liabilities	10,957	10,996	8,706	10,269	10,491
Total shareholders'
equity	5,037	4,665	5,003	5,418	4,725
Total liabilities and
shareholders' equity	15,994	15,661	13,709	15,687	15,216
	--------	--------	--------	--------	--------

Note:

(1) Ferguson changed its accounting standards from IFRS to U.S. GAAP beginning with the financial year ended July 31, 2022. In order to assist comparability of accounting standards across the periods, the information in this table as at July 31, 2021 represents the unaudited comparative period financial information contained in the Audited 2022 Financial Statements.

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		Summary consolidated cash flow statements
								Six months ended
					Year ended July 31,	January 31,
					------------------------------	--------------------
					2023	2022	2021(1)	(unaudited)
					2024	2023
					--------	--------	--------	---------	--------
							($ millions)
		Net cash provided by
			operating activities	2,723	1,149	1,382	863	1,171
		Net cash used in investing
			activities	(1,054)	(922)	(125)	(231)	(425)
		Net cash used in financing
			activities	(1,807)	(744)	(2,051)	(597)	(906)
		Change in cash, cash	--------	--------	--------	--------	--------
			equivalents and
			restricted cash	(138)	(517)	(794)	35	(160)
		Effects of exchange rate
			changes	22	(40)	6	-	19
		Cash, cash equivalents and
			restricted cash, beginning
			of period	785	1,342	2,130	669	785
					--------	--------	--------	--------	--------
		Cash, cash equivalents and
			restricted cash, end of
			period	669	785	1,342	704	644
					--------	--------	--------	--------	--------
		Note:
		(1) Ferguson changed its accounting standards from IFRS to U.S. GAAP beginning with the
			financial year ended July 31, 2022. In order to assist comparability of accounting standards
			across the periods, the information in this table for the financial year ended July 31, 2021
			represents the unaudited comparative period financial information contained in the Audited
			2022 Financial Statements.
		There are no qualifications to the auditors' report on the historical
		financial information.
B.3	What are the key risks that	Risks related to New TopCo
	are specific to the issuer?	•	The rights of stockholders under Delaware law may differ from the
			rights of shareholders under Jersey law. Moreover, the City Code,
			which currently applies to Ferguson plc, will not apply to any
			takeover offer for New TopCo.

• Provisions in the New TopCo Proposed Certificate of Incorporation and New TopCo Proposed Bylaws under Delaware law could discourage another company from acquiring New TopCo and may prevent attempts by New TopCo stockholders to replace or remove its current management.
• The New TopCo Proposed Certificate of Incorporation provides that the Court of Chancery will be the exclusive forum for substantially all disputes between New TopCo and its stockholders, which could limit its stockholders' ability to obtain a favorable judicial forum for disputes with New TopCo or its directors, officers, employees, agents or stockholders.

Risks related to the Merger

• Failure to complete the Merger could negatively affect the stock price and the future business and financial results of Ferguson.
• The Merger may have certain adverse tax consequences for us or Ferguson Shareholders.

Risks related to our business

• Weakness in the economy, market trends, uncertainty and other conditions in the markets in which we operate, particularly in the U.S., may adversely affect the profitability and financial stability of our customers, and could negatively impact our sales growth and results of operations.

7

		•	We could be adversely impacted by declines in the residential and
			non-residential markets, as well as the RMI and new construction
			markets.
		•	The industries in which we operate are highly competitive, and
			changes in competition, including as a result of consolidation, could
			result in decreased demand for our products and related service
			offerings and could have a material effect on our sales and
			profitability.
		•	Fluctuating product prices may adversely affect our business,
			financial condition and results of operations.
		•	If our domestic or international supply chain or our fulfillment
			network for our products is ineffective or disrupted for any reason,
			or if these operations are subject to trade policy changes, our
			business, financial condition and results of operations could be
			adversely affected.
		•	In order to compete, we must attract, retain and motivate key
			associates, and the failure to do so could have an adverse effect on
			our business, financial condition and results of operations.
	SECTION C - KEY INFORMATION ON THE SECURITIES

C.1	What are the main features
	of the securities?
C.1.1	Type, class and ISIN	When admitted to trading on the London Stock Exchange, the New
		TopCo Common Stock will be registered with ISIN US31488V1070 and
		SEDOL number BS3BQJ6 and is expected to trade under the symbol
		"FERG".
C.1.2	Currency, denomination, par	On Admission, there will be 202,534,879 issued shares of New TopCo
	value, number of securities	Common Stock, par value $0.0001, assuming no exercise of rights
	issued and duration	outstanding under the Ferguson Employee Share Plans and that Ferguson
		does not repurchase any Ferguson Shares prior to implementation of the
		Merger. The currency of the New TopCo Common Stock is U.S. dollars.
C.1.3	Rights attaching to the New	Voting Rights. Each holder of New TopCo Common Stock will be
	TopCo Common Stock	entitled to one (1) vote in person or by proxy for each share of the New
		TopCo Common Stock held of record by such holder. The holders of
		shares of New TopCo Common Stock will not have cumulative voting
		rights. Except as otherwise required in the New TopCo Proposed
		Certificate of Incorporation or by applicable law, the holders of New
		TopCo Common Stock will vote together as a single class on all matters
		on which stockholders are generally entitled to vote.
		Dividend Rights. Subject to the rights of the holders of New TopCo
		Preferred Stock, and subject to any other provisions of the New TopCo
		Proposed Certificate of Incorporation and applicable law, holders of New
		TopCo Common Stock will be entitled to receive such dividends and
		other distributions in cash, securities or other property of New TopCo
		when, as and if declared thereon by the New TopCo Board from time to
		time out of assets or funds of New TopCo legally available therefor.
		Rights upon Liquidation. In the event of any liquidation, dissolution or
		winding up, whether voluntary or involuntary, holders of shares of New
		TopCo Common Stock will be entitled to receive equally on a per share
		basis the remaining assets of New TopCo available for distribution after
		payment of all debts and other liabilities and subject to the rights of any
		holders of any outstanding series of New TopCo Preferred Stock or any
		class or series of stock having a preference over or the right to participate
		with the New TopCo Common Stock then may at the time be outstanding.

PRA7.

PRA7.

8

C.1.4	Rank of securities in the	In the event of any liquidation, dissolution or winding up, whether
	issuer's capital structure in	voluntary or involuntary, holders of shares of New TopCo Common Stock
	the event of insolvency	will be entitled to receive equally on a per share basis the remaining
		assets of New TopCo available for distribution after payment of all debts
		and other liabilities and subject to the rights of any holders of any
		outstanding series of New TopCo Preferred Stock or any class or series of
		stock having a preference over or the right to participate with the New
		TopCo Common Stock then may at the time be outstanding.
C.1.5	Restrictions on transfer	There are no restrictions on the free transferability of the New TopCo
		Common Stock other than as may be prescribed by law.
C.1.6	Dividend or pay-out policy	To date, New TopCo has not paid any dividends on the New TopCo
		Common Stock. Following the completion of the Merger, the New TopCo
		Board anticipates that cash dividends will be paid on a quarterly basis in
		amounts comparable to dividends paid by Ferguson plc in prior periods
		as permitted by the DGCL. There are expected to be no changes in
		Ferguson's current dividend policy prior to the completion of the Merger.
C.2	Where will the securities be	Applications will be made to the FCA for all of the New TopCo Common
	traded?	Stock to be admitted to the standard listing segment of the FCA's Official
		List and to the London Stock Exchange for such New TopCo Common
		Stock to be admitted to trading on the LSE's main market for listed
		securities.
		A registration statement will be filed with the SEC in relation to the
		registration of the New TopCo Common Stock and application will be
		made to the NYSE for such New TopCo Common Stock to be admitted
		to trading on the NYSE.
C.3	What are the key risks that	• The obligations associated with being a public company in the U.S.
	are specific to the securities?	require significant resources and management attention and increase
		our legal and financial compliance costs, and changing laws,
		regulations and standards are creating uncertainty for U.S. public
		companies.
		• Corporate responsibility, specifically related to ESG matters, may
		impose additional costs and expose us to new risks.
		• Following the consummation of the Merger, the price of New TopCo
		Common Stock may be subject to market price volatility and its
		market price may decline disproportionately in response to
		developments that are unrelated to our operating performance.

9

SECTION D - KEY INFORMATION ON THE OFFER OF SECURITIES

TO THE PUBLIC AND/OR THE ADMISSION TO TRADING ON A REGULATED MARKET

D.1	Under which conditions and	On the terms of, subject to the conditions of and/or in connection with the
	timetable can I invest in this	merger agreement dated as of February 29, 2024, by and among New
	security?	TopCo, Merger Sub and Ferguson plc (as it may be amended from time
		to time, the "Merger Agreement"), at 12:01 a.m. Eastern Time
		(5:01 a.m. U.K. time) on August 1, 2024 (the "Effective Time"), (i) each
		ordinary share, par value 10 pence per share, of Ferguson plc
		(collectively, the "Ferguson Shares" and each a, "Ferguson Share") that
		is issued and outstanding at 6:00 p.m. Eastern Time on July 31, 2024 (the
		"Merger Record Time") will automatically be cancelled without any
		repayment of capital and New TopCo will issue as consideration therefor
		new, duly authorized, validly issued, fully paid and non-assessable shares
		of New TopCo Common Stock to each shareholder of Ferguson plc
		(collectively, the "Ferguson Shareholders") on a one-for-one basis for
		each Ferguson Share held by such Ferguson Shareholder immediately
		preceding the Merger Record Time and (ii) each U.K. DI (as defined
		herein) representing an issued and outstanding Ferguson Share at the
		Merger Record Time will be cancelled and a New TopCo U.K. DI (as
		defined herein) representing one share of New TopCo Common Stock
		will be issued through CREST by Computershare Investor Services PLC
		(the "Depositary") as consideration therefor to each holder of U.K. DIs
		on a one-for-one basis for each U.K. DI held by such holder immediately
		preceding the Merger Record Time. All Ferguson Shares held in treasury
		will be cancelled as a result of the Merger.
		It is expected that Admission will become effective, and that
		unconditional dealings in the New TopCo Common Stock will commence
		on the LSE, at 8:00 a.m. (U.K. Time) on August 1, 2024. Settlement of
		dealings on the LSE from the date of Admission will be on a two-day
		rolling basis.
		The fees and expenses to be borne by Ferguson in connection with the
		Merger and Admission are estimated to amount to approximately
		$25 million. No expenses will be charged to investors by Ferguson.
D.2	Why is this prospectus being	This Prospectus has been prepared in connection with the application to
	produced?	the FCA for all of the New TopCo Common Stock to be admitted to the
		standard listing segment of the FCA's Official List and to the London
		Stock Exchange for such New TopCo Common Stock to be admitted to
		trading on the LSE's main market for listed securities.
		Material conflicts of interest
		Not applicable.

PRA7.4(d)

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