N E W S R E L E A S E
2 February 2015
CRH plc - Result of Placing
CRH plc
2 February 2015
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA, JERSEY OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
CRH plc ("CRH" or the "Company")
RESULTS OF PLACING
CRH plc is pleased to announce the successful completion of the placing of ordinary shares (the "Placing") announced earlier today.
A total of 74,039,915 new ordinary shares in CRH (the "Placing Shares") have been placed by UBS Limited, J.P. Morgan Securities Plc, Merrill Lynch International and J&E Davy at a price of 1,650 pence per Placing Share, raising gross proceeds of approximately €1.6 billion (before expenses). The Euro Placing Price, for institutions that have elected to settle in Euros, is €21.85. The Placing Shares represent approximately 9.99% of CRH's issued ordinary share capital prior to the Placing.
The new ordinary shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing ordinary shares of €0.32 each in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid.
Applications will be made for admission of the new ordinary shares to the premium listing segment of the Official List of the Financial Conduct Authority and to the secondary listing segment of the Official List of the Irish Stock Exchange and to be admitted to trading on the London Stock Exchange plc's main market for listed securities and the regulated market for listed securities of the Irish Stock Exchange (together "Admission"). It is expected that Admission will take place and that trading in the new ordinary shares will commence on 5 February 2015. The Placing is conditional upon, amongst other things, Admission becoming effective and upon the Placing Agreement not being terminated.
References in this announcement to the Placing Shares include the unlisted income shares of €0.02 each in the capital of the Company, one of which is issued with and stapled to each ordinary share.
UBS Limited is acting as Sole Global Coordinator with UBS Limited, J.P. Morgan Securities Plc, Merrill Lynch International and J&E Davy acting as Joint Bookrunners in respect of the Placing.
For further information, please contact:
CRH at Dublin (+353 1 404 1000)
Albert Manifold, Chief Executive Officer
Maeve Carton, Chief Financial Officer
Frank Heisterkamp, Head of Investor Relations
Mark Cahalane, Group Director Corporate Affairs
UBS Limited (Sole Global Coordinator and Joint Bookrunner) +44 (0) 20 7567 8000
Hew Glyn Davies
Christopher Smith
Anna Richardson Brown
Merrill Lynch International (Joint Bookrunner)
James Fleming +44 (0) 20 7996 8163
Peter Luck +44 (0) 20 7996 6429
J.P. Morgan Securities Plc (Joint Bookrunner)
John Mayne +44 (0) 20 7134 4315
Nicholas Hall +44 (0) 20 7134 3339
J&E Davy (Joint Bookrunner) +353 1 679 6363
Kyran McLaughlin
John Lydon
Powerscourt (International Media)
Rory Godson +44 (0) 20 7250 1446
Drury Porter Novelli (Irish Media)
Billy Murphy +353 1 260 5000
IMPORTANT NOTICE
This announcement, (the "Announcement") and the information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Japan South Africa, Jersey or any other state or jurisdiction in which the same would be restricted, unlawful or unauthorised (each a "Restricted Territory"). This Announcement is for information purposes only and does not constitute an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
Subject to certain exemptions, the securities referred to herein may not be offered or sold in any Restricted Territory or for the account or benefit of any national resident or citizen of any Restricted Territory. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act"), or under the securities laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into or from the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any offering of the Placing Shares to be made in the United States will be made only to a limited number of "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under the Securities Act ("Rule 144A") who are also institutional "accredited investors" ("IAIs") within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act pursuant to an exemption from the registration requirements under the Securities Act in a transaction not involving any "public offering" and outside the United States to persons who are not, and are not acting for the account or benefit of, US persons in offshore transactions within the meaning of, and in reliance on, Regulation S under the Securities Act ("Regulation S"). No public offering of the shares referred to in this Announcement is being made in the United Kingdom, the United States, any Restricted Territory or elsewhere.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by UBS Limited (the "Sole Global Coordinator") or J.P. Morgan Securities Plc, Merrill Lynch International or J&E Davy (together with UBS Limited, the "Joint Bookrunners" and each a "Bookrunner") or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
J&E Davy, which is regulated in Ireland by the Central Bank of Ireland, and each of J.P. Morgan Securities Plc, Merrill Lynch International and UBS Limited, whom are authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority ("FCA") are acting as Joint Bookrunners for the Company and no-one else in connection with the Placing and are not, and will not be, responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Bookrunners by the Financial Services and Markets Act 2000 or by the regulatory regime established under it, none of the Joint Bookrunners nor any of their respective affiliates accept any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of the Joint Bookrunners or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing. Each of the Joint Bookrunners and each of their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by the Joint Bookrunners or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement including those accompanying such forward‐looking statements and under "Risk Factors" in the Company's Annual Report on Form 20‐F, filed with the U.S. Securities and Exchange Commission (the "SEC") on March 13, 2014 and "Principal Risks and Uncertainties" in the Company's 2014 Interim Results contained in the Company's Form 6‐K filed with the SEC on August 20, 2014. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement speaks only as of the date of this Announcement and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained herein, whether as a result of new information, future events or otherwise, except to the extent required by the Financial Conduct Authority, the London Stock Exchange, the Irish Stock Exchange, the Central Bank of Ireland or by applicable law. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.
The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of shares acquired. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The new ordinary shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange and the Irish Stock Exchange.
The Placing Shares have not been approved or disapproved by the SEC, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
