8-K

CRH PUBLIC LTD CO 8-K Report (Jun 12, 2023)

Filed June 12, 2023For Securities:CRH

Summary

CRH Public Limited Company (CRH) has filed a Form 6-K to announce significant changes regarding its American Depositary Shares (ADSs) and its listing on the New York Stock Exchange (NYSE). The company, along with its depositary, The Bank of New York Mellon, intends to terminate the existing Deposit Agreement for the ADSs. This termination will involve the delisting of the ADSs from the NYSE and a mandatory exchange of all outstanding ADSs into CRH's ordinary shares. This transition aims to allow CRH's ordinary shares to be listed directly on the NYSE. The process is contingent upon a "Scheme of Arrangement" becoming effective, which is expected around September 25, 2023, subject to Irish High Court approval. Investors holding ADSs will have their ADSs cancelled and converted into a right to receive the underlying ordinary shares. Holders of certificated ADSs will need to surrender their American Depositary Receipts (ADRs) to an exchange agent to receive their ordinary shares. The company is making efforts to ensure a smooth transition, with holders of ADSs through intermediaries expected to receive shares directly in their accounts.

Key Highlights

  • 1CRH intends to terminate its Amended and Restated Deposit Agreement for American Depositary Shares (ADSs).
  • 2The company plans to delist its ADSs from the New York Stock Exchange (NYSE).
  • 3CRH will facilitate a mandatory exchange of all outstanding ADSs into its ordinary shares.
  • 4The company's ordinary shares are expected to be listed directly on the NYSE.
  • 5This transition is dependent on a Scheme of Arrangement becoming effective, with an expected date of September 25, 2023, subject to court approval.
  • 6Registered holders of certificated ADSs will be required to surrender their ADRs to receive ordinary shares.
  • 7Holders of ADSs not holding certificated ADRs are expected to have their ADSs automatically converted to ordinary shares in their accounts.

Frequently Asked Questions

CRH is terminating its Deposit Agreement for ADSs. This means the ADSs will be delisted from the NYSE, and all outstanding ADSs will be exchanged for CRH's ordinary shares.

If you hold ADSs through a brokerage account or other securities intermediary that is a participant in the DTC system, your ADSs should be automatically converted to ordinary shares in your account without any action required from you. If you are a registered holder of certificated ADSs, you will need to surrender your American Depositary Receipts (ADRs) to the designated exchange agent, Computershare, to receive your ordinary shares.

The termination of the Deposit Agreement and the mandatory exchange are subject to a Scheme of Arrangement becoming effective. This scheme is currently expected to become effective on September 25, 2023, pending approval from the Irish High Court.

No, holders of ADSs will not be required to pay any fee to the Depositary for the surrender and cancellation of their ADSs in the mandatory exchange into ordinary shares.

Additional information regarding the Scheme of Arrangement can be found in the circular to shareholders issued on May 9, 2023, which is available on CRH's website at www.crh.com. For specific questions about your ADSs, you can contact Computershare at 1-866-644-4127 (or 1-781-575-2906 if outside the US).