Republic of Ireland
(State or other jurisdiction of
incorporation or organization)
|
Not applicable
(IRS Employer
Identification Number)
|
|
Belgard Castle, Clondalkin
Dublin 22, Ireland
(Address of Principal Executive Offices)
|
||
CRH plc 2014 Performance Share Plan
(Full title of the plan)
|
||
CT Corporation System
111 Eighth Avenue, New York, New York 10011
(212) 590-9070
(Name, address and telephone number of agent for service)
|
||
Please send copies of all communications to:
|
Neil Colgan
Company Secretary
CRH plc
42 Fitzwilliam Square
Dublin 2, Ireland
Tel. No.: +011-353-1-634-4346
|
Kathryn A. Campbell, Esq.
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN, England
Tel. No.: +011-44-20-7959-8900
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Accelerated filer
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Smaller reporting company
|
Title of securities
to be registered(1)
|
Amount
to be
registered
|
Proposed maximum
offering price
per unit(2)
|
Proposed maximum
aggregate
offering price(2)
|
Amount of
registration
fee
|
CRH Ordinary Shares of €0.32 each(1)
|
30,000,000
|
$25.90
|
$777,000,000.00
|
$90,287.40
|
(1)
|
One Income Share of €0.02 is tied to each Ordinary Share and may only be transferred or otherwise dealt with in conjunction with such Ordinary Share.
|
(2)
|
Estimated solely for purposes of calculating the registration fee. Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), calculated on the basis of €24.19, the average of the high and low prices of the Ordinary Shares as reported on the Irish Stock Exchange on March 10, 2015, and an exchange rate of USD 1.0707 per euro, based on the Bloomberg Foreign Exchange Fixings Rate at noon on March 10, 2015.
|
Item 3.
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Incorporation of Documents by Reference
|
Item 4.
|
Description of Securities
|
Item 5.
|
Interests of Named Experts and Counsel
|
Item 6.
|
Indemnification of Directors and Officers
|
Item 7.
|
Exemption from Registration Claimed
|
Item 8.
|
Exhibits
|
Exhibit No.
|
Description
|
|
4.1
|
Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 1 to the Registrant’s Annual Report on Form 20-F (File No. 001-32846) filed on March 27, 2013).
|
|
5.1
|
Opinion of Arthur Cox, Solicitors, as to the legality of Ordinary Shares being registered.
|
|
23.1
|
Consent of Independent Registered Public Accounting Firm.
|
|
24.1
|
Power of Attorney (included on signature page hereto).
|
Item 9.
|
Undertakings
|
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act;
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
|
CRH PUBLIC LIMITED COMPANY
|
|||
By:
|
/s/ A. Manifold
|
||
Name:
|
A. Manifold
|
||
Title:
|
Chief Executive
|
Signature
|
Title
|
|
/s/ N. Hartery
|
(Chairman of the Board)
|
|
N. Hartery
|
||
/s/ A. Manifold
|
(Chief Executive and Director)
|
|
A. Manifold
|
||
/s/ M. Carton
|
(Finance Director and Director)
|
|
M. Carton
|
(chief financial and accounting officer)
|
|
/s/ M.S. Towe
|
(Director and Chief Executive Officer Oldcastle, Inc.)
|
|
M.S. Towe
|
||
/s/ E.J. Bärtschi
|
(Non-Executive Director)
|
|
E.J. Bärtschi
|
||
/s/ W.P. Egan
|
(Non-Executive Director)
|
|
W.P. Egan
|
||
/s/ U-H. Felcht
|
(Non-Executive Director)
|
|
U-H. Felcht
|
||
/s/ J.W. Kennedy
|
(Non-Executive Director)
|
|
J.W. Kennedy
|
||
/s/ D.A. McGovern, Jr.
|
(Non-Executive Director)
|
|
D.A. McGovern, Jr.
|
||
/s/ H.A. McSharry
|
(Non-Executive Director)
|
|
H.A. McSharry
|
||
/s/ D.N. O’Connor
|
(Non-Executive Director)
|
|
D.N. O’Connor
|
||
/s/ H. Th. Rottinghuis
|
(Non-Executive Director)
|
|
H. Th. Rottinghuis
|
||
/s/ P.J. Kennedy
|
(Non-Executive Director)
|
|
P.J. Kennedy
|
||
(Non-Executive Director)
|
||
L. Riches
|
||
/s/ M. O’Driscoll
|
(Authorized Representative in the United States)
|
|
M. O’Driscoll
|
||
Exhibit Number
|
Description
|
|
4.1
|
Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 1 to the Registrant’s Annual Report on Form 20-F (File No. 001-32846) filed on March 27, 2013).
|
|
5.1
|
Opinion of Arthur Cox, Solicitors, as to the legality of the Ordinary Shares being registered.
|
|
23.1
|
Consent of Independent Registered Public Accounting Firm.
|
|
24.1
|
Power of Attorney (included on signature page hereto).
|
To:
|
Board of Directors
|
|
CRH plc
|
|
42 Fitzwilliam Square
|
|
Dublin 2
|
Re:
|
CRH plc Registration Statement on Form S-8 in relation to the Plan
|
1.
|
Basis of Opinion
|
|
1.1
|
We are acting as Irish counsel to CRH plc, a public company limited by shares, incorporated under the laws of Ireland, with its registered office at 42 Fitzwilliam Square, Dublin 2, Ireland (the “Company”), in connection with the filing by the Company of a registration statement on Form S-8 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) on the date hereof under the Securities Act of 1933, as amended (the “Securities Act”), with respect to Ordinary Shares of €0.32 each of the Company (the “Shares”) that may be delivered pursuant to the Company’s executive incentive plan listed in Annex 1 hereto (the “Plan”).
|
|
1.2
|
This Opinion is confined to and given in all respects on the basis of the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date hereof as currently applied by the courts of Ireland. We have made no investigation of and we express no opinion as to the laws of any other jurisdiction or the effect thereof.
|
|
1.3
|
This Opinion is also strictly confined to:
|
|
(a)
|
the matters expressly stated herein at paragraph 2 below and is not to be read as extending by implication or otherwise to any other matter;
|
|
(b)
|
the Plan Documents (as defined in the Schedule); and
|
|
(c)
|
the searches listed at 1.5 below.
|
|
1.4
|
For the purpose of giving this Opinion, we have examined copies sent to us by email in pdf or other electronic format of the Plan Documents.
|
|
1.5
|
For the purpose of giving this Opinion, we have caused to be made legal searches against the Company on 13 March 2015 on the file of the Company maintained by the Irish Registrar of Companies in Dublin for returns of allotments, special resolutions amending the memorandum and articles of association of the Company and notice of the appointment of directors and secretary of the Company and for the appointment of any receiver, examiner or liquidator.
|
|
1.6
|
This Opinion is governed by and is to be construed in accordance with the laws of Ireland as interpreted by the courts of Ireland at the date hereof. This Opinion speaks only as of its date.
|
2.
|
Opinion
|
3.
|
Assumptions
|
|
3.1
|
that the Company will receive cash or services at least equal to the nominal value of any Shares issued pursuant to awards under the Plan from the beneficiary or otherwise as in accordance with Irish law;
|
|
3.2
|
that the Registration Statement with the SEC has become effective by all necessary actions under all applicable laws other than Irish law;
|
|
3.3
|
that the vesting of any award or the exercise of any options granted under the Plan and the issue of the Shares upon the vesting of any award or the exercise of such options will be conducted in accordance with the terms and the procedures described in the Plan;
|
|
3.4
|
that the Company has sufficient share capital to issue the required number of Shares to be delivered to recipients of any awards granted under the Plan;
|
|
3.5
|
that, at the time of grant by the compensation committee of the board of directors of the Company (the “Committee”) of an award or an option or the issue of any share under the Plan, the Committee has been duly constituted and remains duly constituted committee of the board of directors of the Company having the necessary powers and authorities to issue awards and the Shares;
|
|
3.6
|
the completeness and authenticity of all documents submitted to us as originals or copies of originals and (in the case of copies) conformity to the originals of copy documents and the genuineness of all signatories, stamps and seals thereon;
|
|
3.7
|
where incomplete Plan Documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this Opinion, that the originals of such Plan Documents correspond in all respects with the last draft of the complete Plan Documents submitted to us;
|
|
3.8
|
that the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout and that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof;
|
|
3.9
|
the accuracy and completeness of the information disclosed in the searches referred to in paragraph 1.5 above and that such information has not since the time of such search or enquiry been altered. It should be noted that searches at the Companies Registration Office, Dublin, do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of or the appointment of a receiver or an examiner to the Company;
|
|
3.10
|
the truth, completeness and accuracy of all representations and statements as to factual matters contained in the Plan Documents; and
|
|
3.11
|
that the Plan Documents have been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interest and for their respective corporate benefit.
|
4.
|
Disclosure
|
/s/ ARTHUR COX | |
ARTHUR COX |
1.
|
CRH plc 2014 Performance Share Plan
|
1.
|
A copy of the form of the Registration Statement to be filed by the Company with the SEC;
|
2.
|
A copy of the rules of the Plan;
|
3.
|
The publication of the Poll results as issued by the Company on its website and confirming that the Plan was approved by shareholders at the annual general meeting of the Company dated 7 May 2014;
|
4.
|
A copy of the Memorandum and Articles of Association of the Company in the form in force on 7 May 2014; and
|
5.
|
A copy of the Memorandum and Articles of Association of the Company in the form in force on 13 March 2015.
|
|
·
|
CRH plc 2014 Performance Share Plan
|
/s/Ernst & Young
|
|
Dublin, Ireland
|
|
March 13, 2015
|