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CRH PLC — Capital/Financing Update 2012
Mar 27, 2012
1980_rns_2012-03-27_0e931e8c-14d3-4285-952d-af47ced7ec19.pdf
Capital/Financing Update
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser immediately. If you no longer hold any Ordinary Shares in CRH plc, you should consult the stockbroker, bank or other agent through or by whom the sale or transfer was effected without delay.
27th March 2012
To the holders of Ordinary Shares.
SCRIP DIVIDEND OFFER IN RESPECT OF THE FINAL DIVIDEND OF 44.0 CENT PER SHARE TO BE PAID ON 14th MAY 2012
Dear Shareholder,
The choice of taking New Shares rather than cash is again being offered to Shareholders in respect of the final dividend of 44.0 cent per share to be paid on the Ordinary Shares on 14th May 2012, subject to the approval of the dividend at the Annual General Meeting to be held on 9th May 2012.
The price of one New Share will be €15.40. Accordingly, your entitlement will be one New Share for every 43.75 Ordinary Shares held where dividend withholding tax applies and for every 35.0 Ordinary Shares held where the withholding tax does not apply. Details of the calculation of the price of a New Share are set out overleaf under "Basis of Calculation".
The opportunity to receive New Shares instead of a cash dividend enables Shareholders to increase their shareholding in CRH without incurring dealing costs or stamp duty.
The offer is made under the Terms and Conditions of the Scrip Dividend Scheme, as set out in a booklet which has been sent to all Shareholders. You are advised to consider carefully the Terms and Conditions before making a decision. In particular, your attention is drawn to Section 3 of the booklet which summarises the likely tax consequences. A copy of the booklet can be accessed on the CRH website, www.crh.com. If you require an additional paper copy please contact Capita Registrars (Ireland) Limited at +353 1 8102400.
Full details of the options available and the action to be taken are set out in the enclosed Election and Mandate Form or Notice of Entitlement.
K. McGowan Chairman
PARTICULARS OF THE SCRIP DIVIDEND OFFER IN RESPECT OF THE FINAL DIVIDEND FOR THE YEAR ENDED 31ST DECEMBER 2011
1. Basis of Calculation
Shareholders on the Register on 9th March 2012, the Record Date, will be entitled to participate in the Scrip Dividend Offer based on their holding of Ordinary Shares at that date.
The entitlement to New Shares has been calculated on the basis of the final dividend of 44.0 cent per Ordinary Share and a value for each New Share of €15.40. In accordance with the Articles of Association, the value of a New Share has been calculated by reference to the average of the middle market quotations for the Ordinary Shares as derived from the Irish Stock Exchange Daily Official List for each of the three business days commencing on 7th March 2012, being the day on which the Ordinary Shares were first quoted exdividend*. The entitlement is one New Share for every 43.75 Ordinary Shares held where dividend withholding tax applies and for every 35.0 Ordinary Shares held where the withholding tax does not apply.
Fractions of a New Share will not be allotted. An election to receive New Shares which gives rise to a fractional entitlement will be rounded up to the nearest whole New Share.
The Scrip Dividend Offer is subject to admission, for which application will be made, of the New Shares to (a) the Official Lists of the U.K. Listing Authority and the Irish Stock Exchange and (b) trading on the London Stock Exchange's market for listed securities and the Main Securities Market of the Irish Stock Exchange. The New Shares will, on issue, rank pari passu in all respects with the existing Ordinary Shares and will be entitled to rank for all subsequent dividends. Such shares may be held in certificated or uncertificated form.
If, in respect of the final dividend, all Shareholders entitled thereto elected to receive New Shares instead of cash, a total of 20,552,792 New Shares would be issued (ignoring any reductions in respect of dividend withholding tax) representing an increase of 2.86% in the Company's existing issued Ordinary Share Capital (excluding Treasury Shares). If all Shareholders elected to receive cash the amount payable by the Company would be €316,512,999.
2. Mandate Scheme
A Mandate may only be given in respect of all and not part of a shareholding. Once a Mandate is effected, it will apply to all subsequently acquired Ordinary Shares, including future New Shares acquired, until revoked in accordance with the Terms and Conditions.
Completed Election and Mandate Forms must be received by Capita Registrars (Ireland) Limited by 12 noon on 26th April 2012 in order to effect a Mandate in respect of future Scrip Dividend Offers.
Shareholders with a Mandate in place will be notified in writing of each Scrip Dividend Offer and will receive a Notice of Entitlement setting out details of their entitlement to New Shares.
A notice of revocation of a Mandate will take effect from date of receipt by Capita Registrars (Ireland) Limited, save in respect of a particular Scrip Dividend Offer where it is received after the final date for receipt of such for that dividend, in which case it will apply in respect of all subsequent Scrip Dividend Offers. In the case of the 2011 final dividend the latest time and date is 12 noon on 26th April 2012.
3. If you have sold or transferred Ordinary Shares
If you have sold or transferred all or part of your registered holding of Ordinary Shares prior to 7th March 2012 and those shares are nonetheless included in the number of shares stated in Box A on the Election and Mandate Form or Notice of Entitlement you should immediately consult your stockbroker, bank or other agent through or by whom the sale or transfer was effected.
4. Timetable of Events
| Ordinary Shares quoted ex-dividend | 7th March 2012 |
|---|---|
| Record Date for Dividend | 9th March 2012 |
| Despatch of this document with Election and Mandate Forms or Notices of Entitlement | 29th March 2012 |
| Latest date for receipt of completed Election and Mandate Forms | 26th April 2012 |
| Latest date for receipt of notices of revocation | 26th April 2012 |
| Annual General Meeting | 9th May 2012 |
| Despatch of dividend warrants in respect of dividends paid on Ordinary Shares | 11th May 2012 |
| Despatch of definitive Share Certificates for New Shares | 11th May 2012 |
| Dividend payment date | 14th May 2012 |
| CREST accounts credited with New Shares | 14th May 2012 |
| Dealings expected to commence in the New Shares | 14th May 2012 |
* For reference purposes only, the equivalent price in Sterling would be £12.91.