Publication of Circular

RNS Number : 7149T

Wolseley PLC

01 October 2010

 



THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION TO BE CONTAINED AND/OR INCORPORATED BY REFERENCE IN THE PROSPECTUS EXPECTED TO BE PUBLISHED BY NEW WOLSELEY IN CONNECTION WITH THE PROPOSED SCHEME REFERRED TO BELOW.

Wolseley plc

PUBLICATION OF CIRCULAR

Further to its announcement on 27 September 2010 relating to the proposals to create, by means of a scheme of arrangement under Part 26 of the Companies Act 2006, a new group holding company ("New Wolseley") which will be UK listed, incorporated in Jersey and will have a tax residency in Switzerland (the "Scheme"), Wolseley plc announces that a circular setting out full details of the proposed change to the corporate structure of the Wolseley group (the "Circular") has been sent to shareholders today.  The Circular will also shortly be available to download on Wolseley's website (www.wolseley.com) and will be submitted to the National Storage Mechanism and available for inspection at www.Hemscott.com/nsm.do.

- Ends -

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY.  NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAWS.

NOTICE TO UNITED STATES RESIDENTS

This document is not an offer of securities for sale in the United States.  Shares in New Wolseley ("New Wolseley Shares"), which will be issued in connection with the Scheme, have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act").  The New Wolseley Shares may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration.  The New Wolseley Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. 

The Scheme relates to the effective exchange of shares in a UK company for shares in a Jersey company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme and issue of New Wolseley Shares is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure and other requirements of the US securities laws.

ENQUIRIES 

Wolseley plc

John Martin Chief Financial Officer	[phone]
Mark Fearon Director of Communications and Investor Relations	[phone]
Brunswick (Media Enquiries) Andrew Fenwick/ Mike Harrison/ Kate Miller	[phone]

Notes to Editors:

About Wolseley

Wolseley plc is the world's largest specialist trade distributor of plumbing and heating products to professional contractors and a leading supplier of building materials. Group revenue for the year ended 31 July 2010 was approximately £13.2 billion and operating profit, before exceptional items and the amortisation and impairment of acquired intangibles, was £450 million. At 31 July 2010 Wolseley had approximately 47,000 employees operating in 25 countries. Wolseley is listed on the London Stock Exchange (LSE: WOS) and is in the FTSE 100 index of listed companies.

 

END

 

 

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