IMPORTANT INFORMATION FOR SHAREHOLDERS WHO HOLD CRH ORDINARY SHARES IN CERTIFICATED (I.E. PAPER) FORM. SHAREHOLDERS WHO HOLD CRH ORDINARY SHARES THROUGH EUROCLEAR BANK, OR IN THE FORM OF CREST DEPOSITORY INSTRUMENTS OR IN THE FORM OF AMERICAN DEPOSITORY SHARES SHOULD REFER TO THE INFORMATION HERE.
At shareholder meetings held on 8 June 2023 resolutions regarding the Company’s transition to a US primary listing on the New York Stock Exchange (“NYSE”) were approved. As part of the transition, the Company will retain a standard listing on the London Stock Exchange (“LSE”) and will de-list from Euronext Dublin (together the “Listing Changes”). The Listing Changes will take effect on 25 September 2023 (the “Effective Date”). Further details regarding the Listing Changes, including the answers to Frequently Asked Questions, are set out in a circular issued to shareholders on 9 May 2023, which is available here.
A summary of important information in relation to the Listing Changes for shareholders who currently hold their Ordinary Shares in certificated (i.e. paper) form ("Certificated Shareholders") is set out in the sections below, including details of the actions to be taken to ensure the continued efficient management of shareholdings. The full text of a letter sent to Certificated Shareholders on these issues is available here.
In preparation for the Listing Changes, Computershare Investor Services (Ireland) Limited (“Computershare Ireland”) has recently been appointed as CRH’s Share Registrar in place of Link Registrars Limited (“Link”).
Computershare Ireland has sent Certificated Shareholders a new Shareholder Reference Number (“SRN”) by post. This SRN replaces the Investor Code (“IVC”) previously provided by Link and should be kept safe as Certificated Shareholders will need it when contacting Computershare Ireland.
Computershare Ireland’s contact details are available here.
Certificated Shareholders are recommended to register for Computershare Ireland’s online Investor Centre (the “Investor Centre”). By doing so, they can review details of their account holding and history and can check and update their communication preferences.
Certificated Shareholders can register for the Investor Centre by going to to www.investorcentre.com/ie and clicking on the ‘Register now’ button on the home page and completing the online registration form for CRH plc. An SRN will be required to complete the registration process.
Following the Effective Date for the Listing Changes
From 25 September 2023, upon implementation of the Listing Changes, it will be a requirement under US regulations for CRH’s Register of Members to be managed by a US-based Transfer Agent. Therefore, responsibility for managing the Register of Members will transfer from Computershare Ireland to Computershare Trust Company N.A. (“Computershare US”).
A new unique Holder Account Number (“HAN”) will be issued by Computershare US shortly after 25 September 2023 to all ordinary shareholders who hold their shares in certificated form immediately prior to 6.00 a.m. BST on the Effective Date. A HAN will be needed to avail of any services provided by Computershare US. However, the SRN provided by Computershare Ireland will remain valid to check historic shareholding details via the Investor Centre.
On 25 September 2023, ordinary share certificates held by Certificated Shareholders will cease to be valid and will be replaced by a statement which will evidence the relevant shareholding on the Register of Members (the “Statement of Holding”). Statements of Holding will be posted shortly after 25 September 2023 and can be provided to a broker for the purposes of a sale transaction. An example of a Statement of Holding is available here.
A dedicated helpline will be available from 25 September 2023 to address any queries in relation to the Listing Changes. In the meantime, if you have general queries regarding your holding, you should contact Computershare Ireland.
If you have queries in relation to the sale of your shares you should contact your financial adviser or your broker.
2023 Interim Dividend
The 2023 interim dividend and future dividends declared by CRH will be managed by Computershare US.
Irish Withholding Tax
Irish Dividend Withholding Tax (“DWT”), currently at a rate of 25%, will apply to CRH dividend payments following the Listing Changes unless a shareholder is entitled to an exemption and has submitted a valid DWT exemption form. DWT exemptions previously provided to Link by Certificated Shareholders have been transferred to Computershare.
US Tax Certification
Computershare US as Transfer Agent will also be required to apply a US backup withholding of 24% on dividend payments, unless a US tax certification document known as a W-8 for non-US shareholders, or a W-9 for US shareholders, is completed and returned to them.
The relevant forms have been posted to Certificated Shareholders. Sample instructions for the completion of a W-8 form, provided by the Internal Revenue Service (“IRS”), are available here. Please note that your Foreign Tax Identification Number to be completed on the form is the tax identification number issued to you by your home jurisdiction (e.g. your PPS Number if you are an Irish resident shareholder).
Completed and signed W-8 or W-9 forms should be returned to Computershare Ireland by post as soon as possible. US tax certifications may also be completed electronically by Certificated Shareholders following receipt of their HAN (see New Share Registration Arrangements section).
If a fully completed W-8 or W-9 form as appropriate is not provided by 10.00 p.m. (Irish time) / 5.00 p.m. (New York time) on 19 October 2023, US backup withholding will be applied to the 2023 interim dividend. As a result, a total combined Irish DWT and US backup withholding of up to 49% could be applied to a Certificated Shareholder’s dividend payments.
Details of how to register dividend currency preferences and bank account details for the electronic payment of dividends with Computershare US, and to reclaim any US backup withholding if relevant, will be advised to shareholders in due course. The deadline for registering dividend currency preferences and bank account details will be 10.00 p.m. (Irish time) / 5.00 p.m. (New York time) on 19 October 2023.
Depositing Ordinary Shares with a broker
Certificated Shareholders who are intending to sell Ordinary Shares in the period prior to 25 September 2023, should discuss the timing and actions required with their broker as there may be deadlines for transactions in the period immediately prior to the Listing Changes.
From 25 September 2023 all existing Ordinary share certificates will cease to be valid and will be replaced by a Statement of Holding which can be provided to a broker for the purposes of a sale (see New Share Registration Arrangements section).
Medallion Signature Guarantees
From 25 September 2023, where ownership is evidenced by a Statement of Holding, a US medallion signature guarantee (“MS Guarantee”) will be required for the majority of transfers into an account in the US settlement system (DTC), including transfers to a broker for the purpose of a sale.
An MS Guarantee is a special certification stamp that guarantees a signature that authorises an authentic transfer of securities.
A number of broker firms based in Ireland can arrange MS Guarantees. Shareholders planning to transfer Ordinary Shares into a broker account in DTC following the Effective Date should discuss this with their broker well in advance of 25 September 2023 to understand the timing and any terms and conditions that might apply in relation to such transfers.
A non-exhaustive list of MS Guarantee providers is available on the Computershare website (https://www.computershare.com/us/what-is-a-medallion-guarantee).
MS Guarantees will not be required for transfers to brokers which are completed prior to 25 September.
Stamp Duty / Non-broker transfers
The Irish Revenue has confirmed in response to a submission made by the Company that transfers of Ordinary Shares within DTC will not be subject to Irish stamp duty.
However, stamp duty may be payable on certain other share transfers following the Listing Change. The current rate of stamp duty is 1% of the greater of the price paid or the market value of the shares acquired subject to certain exemption thresholds. Shareholders should liaise with their broker or their personal financial adviser to establish if stamp duty will be payable on any share transfer.
