8-K

CRH PUBLIC LTD CO 8-K Report (Aug 12, 2011)

Filed August 12, 2011For Securities:CRH

Summary

CRH Public Limited Company (CRH) filed an 8-K on August 11, 2011, reporting a significant development regarding its Portuguese joint venture, Secil. An International Chamber of Commerce (ICC) Arbitral Tribunal has issued a final award determining that CRH's joint venture partner, Semapa, has a valid call option to purchase CRH's 49% stake in Secil. The transaction is mandated to be completed within 180 business days at an equity price of €574 million. While the tribunal found breaches of the Shareholders Agreement by both parties, it dismissed Semapa's claims for compensation. This decision marks the resolution of arbitration proceedings that began following disagreements between CRH and Semapa. CRH originally acquired its 49% interest in Secil in June 2004 for €329 million plus approximately €100 million in net debt. Investors should note that Secil, a cement and ready-mixed concrete manufacturer with operations in Portugal, Tunisia, Lebanon, and Angola, generated €129 million in EBITDA on €536 million in sales in 2010.

Key Highlights

  • 1Arbitral Tribunal rules Semapa's call option to purchase CRH's 49% stake in Secil is valid.
  • 2CRH is obligated to sell its 49% shareholding in Secil for an equity price of €574 million.
  • 3The sale transaction must be completed within 180 business days.
  • 4The Arbitral Tribunal found breaches of the Shareholders Agreement by both CRH and Semapa.
  • 5Semapa's claims for compensation were dismissed by the Tribunal.
  • 6Secil, the Portuguese joint venture, reported €129 million EBITDA on €536 million in sales for 2010.
  • 7CRH's initial investment in Secil in June 2004 was €329 million plus approximately €100 million in net debt.

Frequently Asked Questions

The ICC Arbitral Tribunal has ruled that CRH's joint venture partner, Semapa, has a valid call option to purchase CRH's 49% shareholding in Secil for an equity price of €574 million. This sale must be completed within 180 business days.

Yes, the Arbitral Tribunal concluded that both CRH and Semapa breached provisions of their Shareholders Agreement. However, Semapa's claims for compensation were dismissed.

CRH acquired its 49% shareholding in Secil in June 2004 for an equity consideration of €329 million, plus an additional amount for the share of net debt at acquisition, which was approximately €100 million.

On a 100% basis, Secil achieved EBITDA of €129 million on sales of €536 million in 2010. Its net debt at December 31, 2010, was €78 million.