8-K

CRH PUBLIC LTD CO 8-K Report (Mar 4, 2009)

Filed March 4, 2009For Securities:CRH

Summary

CRH plc announced a significant Rights Issue on March 4, 2009, aiming to raise approximately €1.238 billion net of expenses by issuing 152,087,952 new ordinary shares. This capital-raising initiative is crucial for the company, especially given the economic climate of early 2009. The announcement explicitly states that the Rights Issue is not being made available to shareholders in the United States and several other jurisdictions, likely due to regulatory and registration complexities. Investors should note that the offered securities have not been registered under the U.S. Securities Act of 1933, meaning they cannot be offered or sold in the U.S. without registration or an applicable exemption. This filing serves as a notification under Rule 135c of the U.S. Securities Act of 1933.

Key Highlights

  • 1CRH plc is conducting a Rights Issue of 152,087,952 new ordinary shares.
  • 2The Rights Issue is expected to raise approximately €1.238 billion, net of expenses.
  • 3The offering is not available to shareholders in the United States, Australia, South Africa, Japan, Canada, Switzerland, or other jurisdictions where it would be unlawful.
  • 4The securities have not been registered under the U.S. Securities Act of 1933.
  • 5This announcement is made pursuant to Rule 135c of the U.S. Securities Act of 1933.
  • 6The filing serves as a notification to the SEC regarding the details of the Rights Issue.

Frequently Asked Questions

A Rights Issue is a way for a publicly traded company to raise additional capital by offering new shares to its existing shareholders, usually at a discount. CRH is likely undertaking this Rights Issue to strengthen its financial position, potentially for strategic investments, debt reduction, or to provide a buffer against economic uncertainties prevalent in early 2009.

The exclusion of U.S. shareholders and those in other specified countries is primarily due to the significant legal and regulatory hurdles involved in offering securities in those jurisdictions. The shares have not been registered under the U.S. Securities Act of 1933, making it unlawful to offer or sell them in the U.S. without registration or a valid exemption. Compliance with these regulations can be costly and time-consuming.

This means that the new shares offered in the Rights Issue have not gone through the formal registration process with the U.S. Securities and Exchange Commission (SEC). As a result, these shares cannot be legally sold or offered to investors in the United States unless the company either completes the registration process or qualifies for an exemption from registration.

CRH plc expects to raise approximately €1.238 billion in net proceeds from the issuance of 152,087,952 new ordinary shares.