8-K

CRH PUBLIC LTD CO 8-K Report (Mar 31, 2004)

Filed March 31, 2004For Securities:CRH

Summary

CRH plc filed an 8-K on March 30, 2004, detailing the upcoming Annual General Meeting (AGM) scheduled for May 5, 2004. The primary purpose of this filing is to inform shareholders about the proposed resolutions and to solicit their votes. Key items on the agenda include ordinary business such as reviewing the 2003 financial statements and declaring the final dividend. More significantly, the meeting will address several special business resolutions aimed at enhancing corporate governance and financial flexibility. Among the special resolutions are proposals to grant the Board authority to offer scrip dividends for the next five years, amend the Articles of Association concerning beneficial ownership inquiries and Directors' and Officers' liability insurance, and streamline procedures for market purchases of the company's own shares and re-issuance of treasury shares. These changes are designed to improve administrative efficiency and align with current legal and best practices. Additionally, shareholders will vote on renewing authorities for share repurchases and treasury share re-issuance, with specific parameters outlined for price and volume.

Key Highlights

  • 1CRH plc announced its Annual General Meeting (AGM) will be held on May 5, 2004, in Dublin.
  • 2Shareholders will vote on the 2003 financial statements and the declaration of the final dividend.
  • 3A key proposal seeks shareholder approval to authorize the Board to offer scrip dividends for the next five years, allowing shareholders to reinvest dividends into new shares.
  • 4Amendments to the Articles of Association are proposed to simplify beneficial ownership inquiries and align with new Irish law regarding Directors' and Officers' liability insurance.
  • 5The AGM will consider resolutions to streamline the process for the company to purchase its own shares on the market and re-issue treasury shares, making these part of ordinary business.
  • 6Shareholders will vote on renewing authorities for CRH to repurchase up to 10% of its shares and to re-issue treasury shares within specified price ranges, with these authorities expiring in August 2005.
  • 7The company is offering a scrip dividend option for the 2003 final dividend of 19.90 cent per share, with new shares priced at €16.91.

Frequently Asked Questions

This 8-K filing serves as a notification and proxy statement for CRH plc's Annual General Meeting (AGM) on May 5, 2004. It informs shareholders about the agenda items, including financial reviews, dividend declarations, and special business proposals requiring shareholder votes.

The special business resolutions include granting the Board authority for scrip dividend offers for five years, amending Articles of Association to simplify beneficial ownership checks and update provisions for D&O insurance, and revising procedures for share repurchases and treasury share re-issuance to make them part of ordinary AGM business. Shareholders will also vote on renewing specific authorities for share buybacks and treasury share re-issuance.

CRH is offering shareholders the option to receive its 2003 final dividend of 19.90 cent per share in the form of new CRH Ordinary Shares instead of cash. The price for these new shares is set at €16.91. This allows shareholders to increase their stake in the company without incurring immediate dealing costs or stamp duty.

If approved, the authorities for the company to repurchase its own shares and to re-issue treasury shares will expire on the earlier of the date of the Annual General Meeting in 2005 or August 4, 2005.