With effect from 25 September 2023 (the “Effective Date”), CRH plc’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”). 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 changes that took place on 25 September 2023 they should liaise with the broker or custodian that held Ordinary Shares on their behalf in Euroclear Bank (in respect of shares that traded 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 trading on the NYSE).
Copies of recent market communications that were issued by Euroclear Bank and CREST prior to the Listing Changes can be accessed here:
Cessation of Trading on Euronext Dublin
Trading in CRH’s Ordinary Shares on Euronext Dublin (ISIN: IE0001827041) ceased from 4.30 p.m. BST on Wednesday, 20 September 2023, while the Ordinary Shares were 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 ceased 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”) were 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 was used when converting shares into registered form are set out in the Circular.
Transferring shares from ‘Registered Form’ into DTC after the Effective Time
As described in the Circular, EB Participants who received 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
With effect from 25 September 2023, to effect any such transfer to Cede & Co. or any other person, the Transfer Agent requires a medallion signature guarantee (“MS 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 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. Broker firms can generally 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).
Following the Effective Date, the Company’s Ordinary Shares 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 was 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 was automatically replaced with a Depositary Interest (“DI”) issued on a one-for-one basis. The DIs were 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 was terminated and all ADSs issued thereunder were cancelled.
Prior to the Effective Date, ADSs were held in one of three ways:
The treatment of the ADS holder upon cancellation of the ADR Programme on the Effective Date varied depending on how the ADSs were held:
A) DTC ADSs: DTC ADSs were cancelled and the DTC Nominee received, and was registered in the Register of Members as the legal holder of, such number of Ordinary Shares as was 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 were cancelled and the registered holder received and was registered in the Register of Members as the holder of such number of Ordinary Shares as was equal to the number of Registered ADSs that such holder previously held, without any action having been required on the part of such registered holder; and
C) Certificated ADSs: Certificated ADSs were cancelled and the Exchange Agent, on behalf of the holders of the Certificated ADSs, was registered in the Register of Members as the holder of such number of Ordinary Shares as was 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 provided a notice to the holders of ADSs in respect of the termination of the ADR Programme.
Holders of ADSs were 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.
Ordinary Shares held through DTC
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.
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) is 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%) continues to apply to dividends or other relevant distributions paid by CRH. The withholding tax requirement does 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 holds 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 holds their shares in DTC in relation to the US Backup Withholding and Information Reporting requirements.