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21st July 2017
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Wolseley to introduce a new UK listed holding company
Wolseley, whose UK brands include Plumb Center, BCG and Bathstore, has announced a proposed change to the corporate structure of the Wolseley Group. The restructuring proposals will create a new Group holding company which will be UK listed, incorporated in Jersey and will have tax residence in Switzerland ('New Wolseley').
The Board has concluded that the interests of its business and its shareholders are best served by establishing an international holding company corporate structure that will help provide more certainty in its taxation position. A new Group holding company, New Wolseley, will be incorporated in Jersey, with its tax residence in Switzerland. The Proposals are expected to enable the Group to achieve a competitive effective corporate tax rate. The Proposals will not change the tax position of the UK business.
The Proposals are being implemented by means of a scheme of arrangement of Wolseley under Part 26 of the Companies Act 2006 and are therefore subject to shareholder approval at a court meeting and a general meeting.
A circular setting out full details of the Proposals has been sent to Wolseley and a prospectus in relation to New Wolseley will be published on or around 22nd October 2010. Both documents will be available on the Group website. If approved by shareholders, and subject to the satisfaction of certain other conditions, the Scheme is expected to become effective on or around 23rd November 2010.
New Wolseley is anticipated to have the same Board and management team as Wolseley on the date that the Scheme becomes effective. The New Wolseley Group will have the same business and operations after the Scheme becomes effective as the current Group has. The Proposals will not result in any changes in the day-to-day operations of the business of the Group or its strategy. It is expected that New Wolseley will continue to report the Group financial results in pounds sterling. The Proposals are not expected to have any adverse implications for Wolseley shareholders as a whole.
Application will be made to the UK Listing Authority for New Wolseley to be admitted to the premium segment of the Official List and to the London Stock Exchange for the shares in New Wolseley to be admitted to trading on the LSE's main market. It is anticipated that New Wolseley will establish an American depository receipt facility that will be substantially the same as arrangements under the existing Wolseley ADR depository receipt facility.
The implementation costs of the Proposals are expected to be approximately £6 million.
8th October 2010