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 (the “Transition”). 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”). It is expected that CRH’s Ordinary Shares will cease trading on Euronext Dublin on 20 September 2023.
A summary of important information in relation to the Listing Changes in respect of CRH plc Ordinary Shares (or related instruments) is set out in the sections below. 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 (the “Circular”), which is available here.
In the event that shareholders have queries that are not addressed below or in the Circular regarding the actions to be taken, or the deadlines by which those actions are required, they should liaise with the broker or custodian that holds the Ordinary Shares on their behalf in Euroclear Bank (in respect of current trading on Euronext Dublin), in CREST in the form of CREST Depository Instruments (“CDIs”) (in respect of trading on the LSE) or in American Depository Shares (“ADSs”) (in respect of current trading on the NYSE).
In order to support brokers and custodians in the transition, CRH’s Share Registrar, Computershare Investor Services (Ireland) Limited, participates in meetings organised by the Irish Asset Servicing Group in relation to the process to reposition holdings prior to the Effective Date.
Copies of recent market communications issued by Euroclear Bank and CREST in relation to the Listing Changes and the actions that may be required by shareholders can be accessed here:
The timetable of principal events prior to the Effective Date is available here.
Prior to the Effective Date, shareholders holding interests in Ordinary Shares through an EB Participant (rather than through CREST Depository Interests (“CDIs”)), and who want to continue to hold their shares in an electronic settlement system following the Effective Date, will need to take action in order to ensure the continued efficient management of their shareholding in the Company.
Cessation of Trading on Euronext Dublin
Trading in CRH’s Ordinary Shares on Euronext Dublin (ISIN: IE0001827041) is expected to cease from 4.30 p.m. BST on Wednesday, 20 September 2023, while the Ordinary Shares will be delisted from Euronext Dublin with effect from 6.00 a.m. BST on the Effective Date.
Accordingly, the use of the EB System for electronic settlement and trades in Ordinary Shares will cease to be available from 6.00 a.m. BST on the Effective Date (the “Effective Time”).
Shares remaining in Euroclear Bank after the Effective Time
After the Effective Time, any interests in Ordinary Shares held through EB Participants (the “Residual Ordinary Shares”) will be automatically transferred out of uncertificated form in the EB System and converted into ‘registered form’, with the relevant EB Participant being recorded in the Register of Members as the direct legal title holder of their relevant Residual Ordinary Shares, being a position outside the electronic settlement systems of Euroclear Bank, CREST and the Depository Trust Company (“DTC”). Further details on the process that will be used when converting shares into registered form are set out in the Circular.
Shareholders who do not want their interests in Ordinary Shares held through EB Participants to be held outside of an electronic settlement system, or registered directly in the name of their nominated EB Participant on the Register of Members following the Effective Time, should take steps to reposition their current holding of interests in Ordinary Shares into CDIs held through the CREST System, or withdraw their holding of Ordinary Shares from the EB System directly into their own name (or the name of their nominee) to be held in ‘registered form’, as soon as practicable and in any event sufficiently in advance of the Transfer Deadline noted in the timetable of principal events.
Market Notifications
Prior to the Effective Date, Euroclear Bank will issue corporate action notifications to EB Participants regarding the settlement deadlines that will apply prior to 25 September 2023. In particular, we understand that the cut-off deadline for processing instructions to convert shares held in the EB System to CDIs will be 11.00 a.m. BST on Friday 22 September 2023. Shareholders and custodians should monitor these notifications.
Transferring shares from ‘Registered Form’ into DTC after the Effective Time
As described in the Circular, EB Participants who receive Ordinary Shares in ‘registered form’ at the Effective Time may not be able to immediately transact or settle trades in respect of those Ordinary Shares on the LSE or the NYSE until:
This process may take some investors a number of weeks to complete following the Effective Date.
Medallion Signature Guarantees
After the Effective Time, and to effect any such transfer to Cede & Co. or any other person, the Transfer Agent will require a medallion signature guarantee for a transfer of Ordinary Shares by a person holding in ‘registered form’ (save for in circumstances where such Ordinary Shares are transferred by a US resident Shareholder for an amount equal to or less than $10,000, and/or in certain circumstances as the Transfer Agent may determine from time to time.
This may result in additional costs and delays in transferring such Ordinary Shares, as described in further detail in Part V (Settlement and Dealings in Ordinary Shares following the Settlement System Migration) of the Circular.
A non-exhaustive list of MS Guarantee providers is available on the Computershare website (https://www.computershare.com/us/what-is-a-medallion-guarantee).
Following the Effective Date, the Company’s Ordinary Shares will remain eligible for and continue to trade on the Main Market of the London Stock Exchange (ISIN: IE0001827041).
As described in the Circular, from 6.00 a.m. BST on the Effective Date (the “Effective Time”), the existing CDI facility will be cancelled and, to facilitate the holders of CDIs continuing to conduct transactions and settle trades placed on the LSE through their interests in Ordinary Shares held through CDIs, each CDI will be automatically replaced with a Depositary Interest (“DI”) issued on a one-for-one basis. The DIs will be issued by the DI Depositary, Computershare, through CREST, with the underlying Ordinary Shares held through the DIs being registered in the name of the DTC Nominee.
On the Effective Date, the ADR Programme will be terminated and all ADSs issued thereunder will be cancelled.
ADSs are currently held in one of three ways:
The treatment of the ADS holder upon cancellation of the ADR Programme on the Effective Date will vary depending on how the ADSs are held:
A) DTC ADSs: DTC ADSs will be cancelled and the DTC Nominee will receive, and be registered in the Register of Members as the legal holder of, such number of Ordinary Shares as is equal to the number of Ordinary Shares that DTC ADSs previously held by the DTC Nominee represented, with book-entries in DTC for these Ordinary Shares being credited to the DTC Participants’ accounts in proportion to the DTC ADSs previously credited to such accounts;
B) Registered ADSs: Registered ADSs will be cancelled and the registered holder will receive and be registered in the Register of Members as the holder of such number of Ordinary Shares as is equal to the number of Registered ADSs that such holder previously held, without any action being required on the part of such registered holder; and
C) Certificated ADSs: Certificated ADSs will be cancelled and the Exchange Agent, on behalf of the holders of the Certificated ADSs, will be registered in the Register of Members as the holder of such number of Ordinary Shares as is equal to the number of Ordinary Shares that Certificated ADSs previously held by the holders of Certificated ADSs represented. Following the Effective Date and upon receipt by the Exchange Agent of a letter of transmittal duly signed by the previous registered holder of Certificated ADSs and accompanied by the ADR evidencing those ADSs, such holder will receive and be registered in the Register of Members as the holder of such number of Ordinary Shares as were represented by their cancelled Certificated ADSs.
CRH and the ADS Depositary have provided a notice to the holders of ADSs in respect of the termination of the ADR Programme.
If you are a holder of Registered ADSs or Certificated ADSs and you wish to receive your Ordinary Shares in an account with a direct or indirect participant in DTC, you must contact a broker or other securities intermediary to arrange to have your ADSs transferred into the DTC system prior to 5:00 pm (Eastern Time) September 22, 2023.
Holders of ADSs will not be required to pay any fee to the ADS Depositary for the surrender and cancellation of their ADSs in the mandatory exchange.
Further details in respect of the termination of the ADR Programme are set out in Part V (Settlement and Dealings in Ordinary Shares following the Settlement System Migration) of the Circular. Contact details for the Bank of New York Mellon, the administrator of the ADR Programme, are available here.
Ordinary Shares held through DTC
Irish Revenue has confirmed in response to a submission made by the Company that transfers of interests in Ordinary Shares within DTC will not be subject to Irish stamp duty.
Ordinary Shares held outside of DTC or transferred into or out of DTC
A transfer of Ordinary Shares other than through DTC (including a transfer of DIs within the CREST System) will be subject to Irish stamp duty (subject to any available exemption or relief). Holders of Ordinary Shares wishing to transfer their Ordinary Shares into (or out of) DTC after the Effective Date may do so without giving rise to Irish stamp duty provided that:
Further details in relation to stamp duty are set out in the Circular.
Irish Withholding Tax
Following the Effective Date, unless exempted, a withholding tax (currently at a rate of 25%) will continue to apply to dividends or other relevant distributions paid by CRH. The withholding tax requirement will not apply to distributions paid to certain categories of Irish resident Ordinary Shareholders and certain categories of non-Irish resident Ordinary Shareholders. Further details in relation to Irish Withholding Tax are set out in the Circular.
Shareholders should contact the custodian or DTC participant that will hold their shares in DTC in relation to the management of DWT exemptions.
US Backup Withholding and Information Reporting
Non-US holders are generally exempt from backup withholding and information reporting requirements with respect to dividend payments provided (i) they have furnished a valid IRS Form W-8, or (ii) they otherwise establish an exemption. Further details in relation to US Backup Withholding are set out in the Circular.
Shareholders should contact the custodian or DTC participant that will hold their shares in DTC in relation to the US Backup Withholding and Information Reporting requirements.
