8-K

CRH PUBLIC LTD CO 8-K Report (Mar 30, 2012)

Filed March 30, 2012For Securities:CRH

Summary

CRH Public Limited Company filed an 8-K on March 29, 2012, which primarily serves as a report of foreign private issuer information (Form 6-K). The key information pertains to the company's final dividend for the year ended December 31, 2011, and the upcoming Annual General Meeting (AGM). Shareholders are being offered the option to receive new ordinary shares (scrip dividend) instead of cash for the final dividend of 44.0 cents per share, with an issue price of €15.40 per new share. This scrip dividend offer aims to allow shareholders to increase their holdings without incurring dealing costs or stamp duty. The AGM is scheduled for May 9, 2012, and will address the declaration of the final dividend, along with other corporate matters. Notably, the company proposes amendments to its Articles of Association. These amendments are designed to facilitate the company's recent re-classification of its ordinary shares for listing purposes (secondary listing on the Irish Stock Exchange, premium listing on the London Stock Exchange in Sterling), allow for share repurchases on the London Stock Exchange, enable treasury share re-issuance and scrip dividend pricing in Sterling, and update certain administrative articles. Additionally, a proposed amendment seeks to remove age restrictions for directors.

Key Highlights

  • 1CRH is offering shareholders the option to receive its final dividend for 2011 as new ordinary shares (scrip dividend) instead of cash.
  • 2The final dividend is 44.0 cents per share, and new shares will be issued at a price of €15.40.
  • 3The scrip dividend option allows shareholders to increase their investment in CRH without incurring additional dealing costs or stamp duty.
  • 4The Annual General Meeting (AGM) is scheduled for May 9, 2012, where the dividend will be formally declared and other business will be conducted.
  • 5Proposed amendments to the Articles of Association include changes to facilitate share repurchases and treasury share re-issuance on the London Stock Exchange, and pricing of scrip dividends in Sterling.
  • 6Amendments also aim to remove age restrictions for directors, aligning with modern governance practices.
  • 7Shareholders have until April 26, 2012, to elect to receive the scrip dividend or revoke a previous mandate.

Frequently Asked Questions

This filing (a Form 6-K, reported via an 8-K) primarily informs shareholders about CRH's final dividend for 2011, offering a scrip dividend option, and provides details regarding the upcoming Annual General Meeting (AGM) where important corporate matters, including amendments to the Articles of Association, will be discussed and voted upon.

A scrip dividend allows shareholders to choose to receive newly issued ordinary shares from the company instead of a cash payment for their dividend. For CRH's final dividend of 44.0 cents per share, shareholders can elect to receive new shares valued at €15.40 each. This is an opportunity for shareholders to increase their stake in CRH without incurring brokerage fees or stamp duty.

The AGM on May 9, 2012, will include the formal declaration of the final dividend. Key proposals for shareholders to vote on involve amendments to the company's Articles of Association. These include changes to enable share repurchases and treasury share re-issuance on the London Stock Exchange, adjust pricing mechanisms for scrip dividends and treasury shares to include Sterling, and remove mandatory retirement ages for directors.

Shareholders who wish to elect to receive the scrip dividend or revoke a previous mandate for future scrip dividends must ensure their completed forms are received by Capita Registrars (Ireland) Limited by 12 noon on April 26, 2012.