James Hardie Industries plc

Major Shareholding Notification • Jan 17, 2019

SC 13G 1 d685037dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

JAMES HARDIE INDUSTRIES PUBLIC LIMITED COMPANY

(Name of Issuer)

Common Stock

(Title of Class of Securities)

G4253H119

(CUSIP Number)

December 31, 2018

Date of Event which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G4253H119

| 1. | NAME OF
REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Commonwealth Bank of Australia |
| --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION Australian Capital Territory, Commonwealth of
Australia |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 31,044,043
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 31,044,043

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,044,043
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) Approximately 7.02% (based on 442,263,913 shares
outstanding)
12.	TYPE OF REPORTING PERSON BK/HC

• Held in the form of 31,044,043 shares of CHESS Depository Interests (“CDIs”), with 1 CDI representing 1 share of Common Stock

Page 2

CUSIP No. G4253H119

| 1. | NAME OF
REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Colonial Holding Company Limited |
| --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION New South Wales, Commonwealth of
Australia |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 29,849,020
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 29,849,020

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,849,020
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) Approximately 6.75% (based on 442,263,913 shares
outstanding)
12.	TYPE OF REPORTING PERSON HC

• Held in the form of 29,849,020 shares of CHESS Depository Interests (“CDIs”), with 1 CDI representing 1 share of Common Stock

Page 3

CUSIP No. G4253H119

| 1. | NAME OF
REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Commonwealth Insurance Holdings Limited |
| --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☒ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION New South Wales, Commonwealth of
Australia |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 29,849,020
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 29,849,020

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,849,020
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) Approximately 6.75% (based on 442,263,913 shares
outstanding)
12.	TYPE OF REPORTING PERSON HC

• Held in the form of 29,849,020 shares of CHESS Depository Interests (“CDIs”), with 1 CDI representing 1 share of Common Stock

Page 4

ITEM 1.

(a) Name of Issuer: JAMES HARDIE INDUSTRIES PUBLIC LIMITED COMPANY

(b) Address of Issuer’s Principal Executive Offices: 2nd Floor, Europa House, Harcourt Centre, Harcourt Street, Dublin 2, Ireland

ITEM 2.

| (a) Name of Person Filing (b) Address of
Principal Business Office (c) Citizenship |
| --- |
| Commonwealth Bank of Australia |
| Ground Floor Tower 1, 201 Sussex Street,
Sydney, NSW, 2000, Australia Commonwealth of Australia Australian Captial Territory |
| Colonial Holding Company Limited |
| Ground Floor Tower 1, 201 Sussex Street,
Sydney, NSW, 2000, Australia Commonwealth of Australia New South Wales |
| Commonwealth Insurance Holdings Limited |
| Ground Floor Tower 1, 201 Sussex Street,
Sydney, NSW, 2000, Australia Commonwealth of Australia New South Wales |

(d) Title of Class of Securities:	Common Stock
(e) CUSIP Number:	G4253H119

Page 5

ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under section 15 of the Exchange Act;
(b)	☐	Bank as defined in section 3(a)(6) of the Exchange Act;
(c)	☐	Insurance company as defined in section 3(a)(19) of the Exchange Act;
(d)	☐	Investment company registered under section 8 of the Investment Company Act;
(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	☒	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;
(j)	☐	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box: ☐

ITEM 4. Ownership:

(a) Amount beneficially owned:	Incorporated by reference to Item 9 of the cover page pertaining to each reporting person.
(b) Percent of class:	Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.
(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:	Incorporated by reference to Item 5 of the cover page pertaining to each reporting person.
(ii) Shared power to vote or to direct the vote:	Incorporated by reference to Item 6 of the cover page pertaining to each reporting person.
(iii) Sole power to dispose or to direct the disposition of:	Incorporated by reference to Item 7 of the cover page pertaining to each reporting person.
(iv) Shared power to dispose or to direct the disposition of:	Incorporated by reference to Item 8 of the cover page pertaining to each reporting person.

ITEM 5. Ownership of Five Percent or Less of a Class:

Not Applicable.

Page 6

| Item 6.   Ownership of More than Five Percent on Behalf of Another
Person: |
| --- |
| Not Applicable. |
| Item 7.   Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company: |
| See Exhibit 99.2. |
| Item 8.   Identification and Classification of Members of the
Group: |
| Not Applicable. |
| Item 9.   Notice of Dissolution of Group: |
| Not Applicable. |
| Item 10.  Certification: |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect. I also certify that, to the best of my knowledge and belief, the foreign regulatory schemes applicable to the relevant subsidiaries referenced in Exhibit 99.2 to this
Schedule 13G are substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s), and that I undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in
a Schedule 13D. |
| After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct. |
| Dated this 17 day of January 2019 |

Commonwealth Bank of Australia
By:	/s/ Clare McManus
Name:	Clare McManus
Title:	Company Secretary
Colonial Holding Company Limited
By:	/s/ Andrew Morgan
Name:	Andrew Morgan
Title:	Director
Commonwealth Insurance Holdings Limited
By:	/s/ Andrew Morgan
Name:	Andrew Morgan
Title:	Director

Page 7

INDEX TO EXHIBITS

Exhibit No.	Exhibit
99.1	Joint Filling Agreement
99.2	Item 7 Information

Page 8