a4420c
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A - 16 OR 15D - 16 OF
THE SECURITIES EXCHANGE ACT OF 1934
12 June 2023
Commission
File No. 001-32846
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CRH public limited company
(Translation of registrant's name into English)
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Belgard Castle, Clondalkin,
Dublin 22, Ireland.
(Address of principal executive offices)
____________________________
Indicate
by check mark whether the registrant files or will file annual
reports
under
cover of Form 20-F or Form 40-F:
Form
20-F X Form
40-F___
Enclosure:
Expected Termination & Amendment Deposit Agreement
Expected Termination and Amendment of Deposit
Agreement
CRH
plc ("CRH" or the "Company") intends, among other things, to (i)
terminate the Amended and Restated Deposit Agreement, dated as of
November 28, 2006 (the "Deposit Agreement"), among CRH, The Bank of
New York Mellon, as depositary (the "Depositary") and all holders
from time to time of American Depositary Shares ("ADSs") issued
thereunder, (ii) delist the ADSs from the New York Stock Exchange
("NYSE"), (iii) list the Company's ordinary shares of €0.32
each (the "Ordinary Shares") directly on the NYSE and (iv) provide
for a mandatory exchange of all outstanding ADSs into Ordinary
Shares.
CRH
and the Depositary intend to amend the Deposit Agreement to provide
that upon termination of the Deposit Agreement: (i) all
outstanding ADSs shall be cancelled and converted into a right only
to receive, from the Company or its appointed exchange agent,
delivery of the amount of Ordinary Shares they represent; and (ii)
all registered holders of certificated ADSs shall surrender their
American Depositary Receipts ("ADRs") to the exchange agent to
receive, as a mandatory exchange, the Ordinary Shares to which they
are entitled in respect of the ADSs formerly evidenced by their
ADRs. On 9 June 2023, the Depositary mailed to holders of
ADSs the enclosed notice of the expected termination and amendment
of the Deposit Agreement.
The
amendment and termination of the Deposit Agreement, delisting of
the ADSs and mandatory exchange described above are all subject to
a scheme of arrangement to effect the migration of the settlement
system applicable to the Ordinary Shares (the "Scheme") becoming
effective. The Scheme is subject to certain conditions,
including approval by the Irish High Court of the Scheme, and
currently is expected to become effective on September 25,
2023. Additional information on the Scheme can be found in
the circular to shareholders issued on 9 May 2023, which is
available on the Company's website: www.crh.com.
Enclosure: Notice to Holders of American Depositary Shares, dated
as of 9 June 2023
NOTICE TO HOLDERS OF AMERICAN DEPOSITARY SHARES
REPRESENTING
DEPOSITED ORDINARY SHARES
OF:
CRH PUBLIC LIMITED COMPANY
ONE AMERICAN DEPOSITARY SHARE REPRESENTS ONE SHARE
(CUSIP: 12626K 203)
You are hereby notified, as
holders of the above American Depositary Shares ("ADSs"), that The
Bank of New York Mellon (the "Depositary") and CRH Public Limited
Company (the "Company") intend to amend the Amended and Restated
Deposit Agreement dated as of November 28, 2006 (the "Deposit
Agreement") under which the American Depositary Shares ("ADSs") are
issued to provide that:
(i) upon termination of
the Deposit Agreement, all outstanding ADSs shall be cancelled and
converted into a right only to receive, from the Company or its
appointed exchange agent, delivery of the amount of Shares they
represent and the net cash proceeds of a sale of any fraction of a
Share they represent; and
(ii) upon termination of
the Deposit Agreement, all registered holders of certificated ADSs
shall surrender their American Depositary Receipts ("ADRs") to the
exchange agent appointed by the Company to receive, as a mandatory
exchange, the Shares or money to which they are entitled in respect
of the ADSs formerly evidenced by their ADRs.
This amendment will become effective subject to and on the
effective date of the scheme
of arrangement pursuant to Chapter 1 of Part 9 of the Irish
Companies Act 2014 (the "Scheme"), previously announced by the
Company, which currently is expected to be September 25, 2023, and
in any event will occur at least three months after the date of
this Notice. The Company will publicly announce the effective date
and time of the Scheme at a later date. The intended amended
provision of the Deposit Agreement is set forth in Exhibit A to
this Notice.
Upon termination of the Deposit Agreement, as amended, registered
holders of ADSs will no longer have rights against the Depositary
with respect to outstanding ADSs and ADRs and instead will have
rights directly against the Company.
The Company has indicated that, at or prior to the effectiveness of
the amendment to the Deposit Agreement, the Shares will have been
approved for direct listing on the New York Stock Exchange and
become eligible for settlement through The Depository Trust Company
("DTC").
You are further notified that,
subject to effectiveness of the Scheme, the Deposit Agreement, as
amended, will terminate at the effective time of the
Scheme.
Persons that hold ADSs through a securities intermediary that is a
direct or indirect participant in DTC will receive a credit of
Shares in their securities accounts in exchange for their ADSs
without having to take any action.
Registered holders of ADSs will have Shares registered in their
names on the Register of Members of the Company. Registered
holders of certificated ADSs will be required to surrender the
American Depositary Receipt evidencing their ADSs as a condition of
receiving Shares. The Company has indicated that following
termination of the Deposit Agreement, persons that were registered
holders of certificated ADSs prior to the termination date will be
contacted by Computershare Trust Company, N.A. ("Computershare"),
the Company's exchange agent, with instructions on how to surrender
ADRs to receive delivery of Shares.
If you are a registered holder of ADSs and you wish to receive your
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) on the business day immediately preceding
the effective date of the Scheme, which currently is expected to be
September 25, 2023.
Holders of ADSs will not be required to pay any fee to the
Depositary for the surrender and cancellation of their ADSs in the
mandatory exchange into Shares.
For information regarding your CRH ADSs please contact
Computershare at 1-866-644-4127 or, if outside the United States,
at 1-781-575-2906.
THE BANK OF NEW YORK MELLON,
As Depositary
Dated: June 9, 2023
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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CRH public limited company
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(Registrant)
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Date 12
June 2023
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By:___/s/Neil
Colgan___
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N.Colgan
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Company Secretary
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