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Details of Rights Issue

03 March 2009

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY EXCLUDED TERRITORY INCLUDING THE UNITED STATES, THE COMMONWEALTH OF AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, CANADA, SWITZERLAND OR ANY JURISDICTION, THEIR TERRITORIES AND POSSESSIONS, WHERE IT WOULD BE UNLAWFUL TO FORWARD, TRANSMIT OR DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.

THIS DOCUMENT, WHICH HAS BEEN PREPARED BY CRH PLC, IS AN ANNOUNCEMENT AND NOT A PROSPECTUS. A PROSPECTUS IN RELATION TO THE RIGHTS ISSUE HAS BEEN PUBLISHED TODAY, 3 MARCH 2009. THE PROSPECTUS IS AVAILABLE, FREE OF CHARGE, IN ELECTRONIC FORM TO QUALIFYING SHAREHOLDERS ON THE COMPANY’S WEBSITE AT HTTP://WWW.CRH.COM AND IN PRINTED FORMAT UNTIL 11:00 A.M. ON 18 MARCH 2009 AT THE COMPANY’S REGISTERED OFFICE AT 42 FITZWILLIAM SQUARE, DUBLIN 2, IRELAND, AT THE OFFICES OF CAPITA REGISTRARS, UNIT 5, MANOR STREET BUSINESS PARK, MANOR STREET, DUBLIN 7, IRELAND, UBS LIMITED, 1 FINSBURY AVENUE, LONDON EC2M 2PP, ENGLAND, J&E DAVY, DAVY HOUSE, 49 DAWSON STREET, DUBLIN 2, IRELAND, BARCLAYS BANK PLC, 5 THE NORTH COLONNADE, CANARY WHARF, LONDON E14 4BB, ENGLAND, BNP PARIBAS, 16, BOULEVARD DES ITALIENS, 75009 PARIS, FRANCE AND RBS HOARE GOVETT LIMITED, 250 BISHOPSGATE, LONDON EC2M 4AA, ENGLAND. QUALIFYING SHAREHOLDERS CAN OBTAIN A PRINTED COPY BY CALLING THE SHAREHOLDER HELPLINE ON (01) 810 2465 IF CALLING FROM IRELAND OR +353 1 810 2465 IF CALLING FROM OUTSIDE IRELAND TO REQUEST A COPY BETWEEN 9.00 A.M. AND 5.00 P.M. ON ANY BUSINESS DAY. PERSONS RECEIVING OR REVIEWING THIS DOCUMENT SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY CRH SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS.

Today CRH plc (“CRH”) announces its intention to undertake a Rights Issue which is expected to raise approximately €1.238bn, net of expenses.

The Company is offering 152,087,952 New Ordinary Shares by way of rights to Qualifying Shareholders at €8.40 per New Ordinary Share. The Rights Issue will be on the basis of 2 New Ordinary Shares for every 7 Existing Ordinary Shares held by each Qualifying Shareholder. The Issue Price represents a 39.3 per cent. discount to the theoretical ex-rights price (“TERP”) based on the Closing Price of an Ordinary Share of €15.40 on 2 March 2009 (being the last Business Day before the publication of the Prospectus). The Issue Price represents a 37.6 per cent. discount to the TERP after adjusting for the proposed final dividend of 48.5c. The Rights Issue will be made to all Qualifying Shareholders.

Highlights

  • The Rights Issue strengthens CRH’s financial flexibility in order to ensure that the Group is well positioned to take advantage, in its traditional long-established disciplined manner, of a likely increased flow of development opportunities as the year progresses.

  • €500m of the net proceeds from the Rights Issue will be used to make an early repayment of borrowings under existing facilities. The remaining €738m of the net proceeds of the Rights Issue will, together with the extension of maturity of debt totalling €670m provide increased headroom to fund strategically important and value-enhancing acquisitions and be used for general corporate purposes.

  • The Rights Issue is fully underwritten by UBS Limited, J&E Davy, Barclays Bank PLC, BNP Paribas and RBS Hoare Govett Limited.

This summary should be read in conjunction with the full text of this announcement.

Capitalised terms not otherwise defined in this announcement have the same meaning as in the Prospectus.

A meeting for analysts and investors will be held today at 8.30 a.m. at the offices of UBS Limited, 1 Finsbury Avenue, London, EC2M 2PP.

Subject to certain exceptions, neither this announcement nor the Prospectus nor any other document issued by CRH in connection with the Rights Issue is or constitutes an invitation or offer of securities for subscription, sale or purchase to any person with a registered address, or who is resident or located, in the United States or in any other Excluded Territory.

The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters and the New Ordinary Shares have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States or any other Excluded Territory and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States or any other Excluded Territory except pursuant to an applicable exemption from the registration requirements of the US Securities Act (in the case of the United States) and in compliance with any applicable securities laws of any state or other jurisdiction of the United States or any other Excluded Territory. There will be no public offer in the United States or any other Excluded Territory.

The distribution of this announcement or any other document issued by the Company in connection with the Rights Issue and the transfer of Nil Paid Rights, Fully Paid Rights and New Ordinary Shares into jurisdictions other than Ireland and the United Kingdom may be restricted by law and therefore, persons into whose possession these documents come should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, subject to certain exceptions, this announcement and any other documents issued by the Company in connection with the Rights Issue should not be distributed, forwarded to or transmitted in any Excluded Territories.  All Overseas Shareholders and any person (including, without limitation, agents, custodians, nominees or trustees) who has a contractual or other legal obligation to forward this announcement or any other documents issued by the Company in connection with the Rights Issue, if and when received, to a jurisdiction outside Ireland or the United Kingdom, should read section 3 of Part IX (Terms and Conditions of the Rights Issue) of the Prospectus.

UBS is acting exclusively for CRH, as joint sponsor for the purposes of the Listing Rules of the Irish Stock Exchange, sole sponsor for the purposes of the Listing Rules made by the FSA, joint global co-ordinator and joint bookrunner, and no one else in connection with the Rights Issue and will not regard any other person (including the recipients of this document) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the Rights Issue or any other matters referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed by the FSMA, the Financial Regulator or any applicable Irish law, UBS makes no representation, express or implied, with respect to the accuracy, verification or completeness of any information contained in this document and accepts no responsibility for, nor does it authorise, the contents of this document or its publication, or any other statement made or purported to be made by the Company, or on its behalf, in connection with the Rights Issue, Admission, the New Ordinary Shares or any of the other arrangements described in this document, and accordingly disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have to any person other than CRH in respect of this document or any other statement.

Davy (which is regulated in Ireland by the Financial Regulator) is acting exclusively for CRH, as joint sponsor for the purposes of the Listing Rules of the Irish Stock Exchange, joint global co-ordinator and joint bookrunner, and no one else in connection with the Rights Issue and will not regard any other person (including the recipients of this document) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the Rights Issue or any other matters referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed by the Financial Regulator or any applicable Irish law, Davy makes no representation, express or implied, with respect to the accuracy, verification or completeness of any information contained in this document and accepts no responsibility for, nor does it authorise, the contents of this document or its publication, or any other statement made or purported to be made by the Company, or on its behalf, in connection with the Rights Issue, Admission, the New Ordinary Shares or any of the other arrangements described in this document, and accordingly disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have to any person other than CRH in respect of this document or any other statement.

Barclays (which is authorised and regulated by the FSA), BNPP and RBS Hoare Govett (which is authorised and regulated by the FSA) are acting exclusively for CRH, as co-bookrunners, and no one else in connection with the Rights Issue and will not regard any other person (including the recipients of this document) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the Rights Issue or any other matters referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed by the FSMA, the Financial Regulator or any applicable Irish law, Barclays, BNPP and RBS Hoare Govett each make no representation, express or implied, with respect to the accuracy, verification or completeness of any information contained in this document and accepts no responsibility for, nor does it authorise, the contents of this document or its publication, or any other statement made or purported to be made by the Company, or on its behalf, in connection with the Rights Issue, Admission, the New Ordinary Shares or any of the other arrangements described in this document, and accordingly disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have to any person other than CRH in respect of this document or any other statement.

This document and any materials distributed in connection with this document may contain certain forward-looking statements regarding the belief or current expectations of CRH, the Directors and other members of its senior management about CRH’s financial condition, results of operations and business and the transactions described in this document. Generally, but not always, words such as “may”, “could”, “should”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “assume”, “believe”, “plan”, “seek”, “continue”, “target”. “goal”, “would” or their negative variations or similar expressions identify forward-looking statements. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the CRH and are difficult to predict, that may cause the actual results, performance, achievements or developments of the Group or the industries in which it operates to differ materially from any future results, performance, achievements or developments expressed or implied from the forward-looking statements.  A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements including the risks and uncertainties set out in the Prospectus.

For more information contact:

CRH plc Investor relations
Tel: +353 1 404 1000
Eimear O’Flynn

UBS Investment Bank
Joint Global Co-ordinator, Joint Bookrunner and Joint Sponsor
Tel: +44 (0)20 7567 8000
Hew Glyn Davies
Peter Luck

Davy
Joint Global Co-ordinator and Joint Bookrunner and Joint Sponsor
Tel: + 353 1 679 7788
Kyran McLaughlin
Hugh McCutcheon/Eugenee Mulhern

View the full release (PDF, 148KB, opens in a new window).

View the Prospectus (PDF, 2.35MB, opens in a new window).

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