IMPORTANT INFORMATION FOR SHAREHOLDERS WHO HELD CRH ORDINARY SHARES IN CERTIFICATED (I.E. PAPER) FORM PRIOR TO 25 SEMPTEMBER 2023. SHAREHOLDERS WHO HOLD CRH ORDINARY SHARES THROUGH A BROKER SHOULD DISCUSS THEIR HOLDING ARRANGEMENTS AND RELATED MATTERS WITH THEIR BROKER.
A helpline is in place to address any queries in relation to the new share registration arrangements or the recommended actions for shareholders who, prior to the Listing Changes, held their Ordinary Shares in certificated (i.e. paper) form ("Registered Shareholders") which are outlined below. The contact details for the helpline are available here.
BACKGROUND
With effect from 25 September 2023 (the “Effective Date”), the Company’s primary listing is on the New York Stock Exchange (“NYSE”). While CRH’s Ordinary Shares continue to trade on the London Stock Exchange (“LSE”) they have been de-listed from Euronext Dublin (together the “Listing Changes”). 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 Registered 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 letters sent to Shareholders on these issues is available below:
Responsibility for day-to-day management of CRH’s Register of Members has transferred from Computershare Investor Services (Ireland) Limited (“Computershare Ireland”) to Computershare Trust Company N.A. (“Computershare US”). Computershare US’ contact details are available here.
Computershare US has sent a Statement of Holding to all Registered Shareholders, which confirms the number of Ordinary Shares held and contains a new and unique Holder Account Number (“HAN”). This HAN should be kept safe as it will be needed to manage shareholdings and to engage with Computershare US. Any share certificates previously issued have been cancelled and are no longer valid. Instead, shareholdings are now evidenced by a Statement of Holding, which can be provided to a broker if a Registered Shareholder is transferring shares, including for the purpose of a sale.
Registered Shareholders are recommended to register for the Computershare US Investor Center. By doing so they can register their payment preferences for the receipt of dividends and generally manage their shareholding online. The process to register for the Computershare US Investor Center is detailed here. Registration with the Computershare US Investor Center is required even where Registered Shareholders have previously registered with Computershare Ireland’s Investor Center.
Information on shareholding transactions prior to 25 September 2023 will continue to be maintained by Computershare Ireland and will remain accessible on Computershare Ireland’s Investor Centre which can be accessed here. Please note, the Shareholder Reference Number (SRN) issued to Registered Shareholders by Computershare Ireland on 24 August 2023 will be needed to access historic information.
CRH’s 2023 interim dividend will be paid on 22 November 2023 by Computershare US to shareholders recorded on the CRH Register of Members on 20 October 2023.
It was not possible to transfer bank account details or payment currency preferences used for previous dividend payments to Computershare US. Therefore, Registered Shareholders who wish to have their dividends paid into their bank account or to receive their dividend in a particular currency will need to register those details through the Computershare US Investor Center. The process to register these details is detailed here.
Registered Shareholders are recommended to register their preferences through the Computershare US Investor Center as soon as possible but not later than 10.00 p.m. (Irish time) / 5.00 p.m. (New York time) on 19 October 2023. If Registered Shareholders do not register their preference in advance this deadline they will receive a dividend cheque in US Dollars by post.
Registered Shareholders who do receive a cheque, can arrange for the dividend to be paid into their bank account in their preferred currency through the US Investor Center by registering their dividend preferences through the Computershare US Investor Center and then contacting Computershare US by phone and requesting to have their US Dollar dividend cheque replaced and paid to their bank account in the currency elected. Please note, however, as this will result in delays in the payment of dividends, the most efficient way to manage dividends is to complete the process in advance of the deadline.
Irish Withholding Tax
Irish Dividend Withholding Tax (“DWT”), currently at a rate of 25%, will continue to 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. Any exemptions currently in place have been transferred to Computershare US and do not need to be re-submitted (unless they have expired under the timeframe set by the Irish Revenue Commissioners). Further details on DWT and all relevant forms can be obtained from the Irish Revenue Commissioners’ website – www.revenue.ie.
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.
A paper copy of the relevant form was sent to Registered Shareholders on 24 August 2023. 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). Alternatively, the US tax certification can be completed online once Registered Shareholders have registered for the Computershare US Investor Centre (see New Share Registration Arrangements section). Details on how to complete the certification online are available here.
Whether the US tax certification document is sent by post or the form is completed electronically through the Computershare US Investor Center, if a fully completed US tax certification is not received by Computershare US 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 49% could be applied to a Registered Shareholder’s dividend payment.
Please note, if US backup withholding is applied to a dividend, information on obtaining a refund is available from the US Internal Revenue Service at www.irs.gov. Refund requests are made using a form 1040-NR (U.S. Non-resident Alien Income Tax Return).
With effect from 25 September 2023, completion of a specific stock transfer form and a US medallion signature guarantee (“MS Guarantee”) is required in order to transfer Ordinary Shares from an account on CRH’s Register of Members to another shareholder on the Register of Members or to a broker holding Ordinary Shares within the US settlement system, the Depository Trust Company (DTC).
A copy of the required stock transfer form can be found on Computershare’s website, www-us.computershare.com/Investor/#Company, together with instructions on how to complete the form.
A MS Guarantee is a special authentication stamp that is used as a fraud prevention measure on a stock transfer form when a person transfers US listed securities. A number of broker firms based in Ireland can arrange MS Guarantees. A non-exhaustive list of MS Guarantee providers is available on the Computershare website (https://www.computershare.com/us/what-is-a-medallion-guarantee).
Stamp Duty / Non-broker transfers
The Irish Revenue Commissioners have 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 continue to 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 exemptions. Shareholders should liaise with their broker or their personal financial adviser to establish if stamp duty will be payable on any share transfer.
