8-K

CRH PUBLIC LTD CO 8-K Report (Mar 29, 2013)

Filed March 29, 2013For Securities:CRH

Summary

CRH Public Limited Company filed an 8-K (Form 6-K for foreign issuers) on March 28, 2013, primarily to provide details regarding its scrip dividend offer for the final dividend of 44.0 cent per share, payable on May 13, 2013. Shareholders had the option to receive new CRH shares instead of cash, which can allow them to increase their shareholding without incurring dealing costs or stamp duty. The offer's terms are based on a calculated price for new shares and the company's share price performance. This filing also includes a notice for the Annual General Meeting (AGM) scheduled for May 8, 2013, detailing the agenda items such as the approval of financial statements, declaration of the dividend, re-election of directors, and authorization for share buybacks and issuances. Key investor takeaways include the mechanism for opting into the scrip dividend, the potential dilution from new share issuance if many shareholders choose this option, and the corporate governance matters to be addressed at the AGM. Investors should pay close attention to the dividend reinvestment opportunity and the corporate actions being proposed at the upcoming shareholder meeting.

Key Highlights

  • 1CRH offered a scrip dividend option for its final dividend of 44.0 cent per share, payable on May 13, 2013, allowing shareholders to receive new CRH shares instead of cash.
  • 2The scrip dividend offer involves an exchange rate based on a new share price of €17.01 and the dividend amount, calculated to result in receiving one new share for approximately every 48.32 shares (withholding tax applied) or 38.66 shares (no withholding tax).
  • 3The Annual General Meeting (AGM) is scheduled for May 8, 2013, where shareholders will vote on key items including the financial statements, the declaration of the final dividend, and the re-election of directors.
  • 4The AGM agenda also includes special resolutions for the directors' authority to allot equity securities for cash and to purchase ordinary shares on the market, and to re-issue treasury shares.
  • 5Shareholders had until April 25, 2013, to elect to receive new shares or revoke any existing mandate for the scrip dividend offer.
  • 6Fractions of new shares will not be allotted, and any fractional entitlement will be rounded up to the nearest whole new share.
  • 7The new shares issued under the scrip dividend will rank pari passu with existing ordinary shares and will be entitled to future dividends.

Frequently Asked Questions

A scrip dividend offer allows shareholders to choose between receiving their dividend payment in cash or in the form of additional shares in the company. CRH is offering this to enable shareholders to increase their shareholding in CRH without incurring additional dealing costs or stamp duty.

The price for one new share is €17.01. This price is derived from the average of the high and low share prices over three business days commencing March 6, 2013. The number of new shares entitled per existing ordinary share depends on whether dividend withholding tax applies.

The latest date for receipt of completed Election and Mandate Forms or notices of revocation by Capita Registrars (Ireland) Limited was 12 noon on April 25, 2013.

For shareholders holding shares in uncertificated form, CREST accounts will be credited with the new shares on May 13, 2013, the dividend payment date. Specific procedures for appointing proxies electronically for the AGM are also outlined for CREST members.

The AGM, held on May 8, 2013, included voting on the company's financial statements and director/auditor reports for 2012, the declaration of the final dividend, the re-election of directors, the remuneration of auditors, and special resolutions to authorize directors to allot equity securities and to purchase or re-issue treasury shares.