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
26
September 2016
Commission
File No. 001-32846
____________________________
CRH
public limited company
(Translation of registrant's name into English)
____________________________
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___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by
Regulation S-T Rule 101(b)(1):_________
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by
Regulation
S-T Rule 101(b)(7):________
The International Building Materials Group
CRH plc
42 Fitzwilliam Square
Dublin 2 D02 R279
Ireland
T+353 (1) 634
4340
F+353 (1) 676
5013
www.crh.com
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.
23rd September 2016
To the holders of Ordinary Shares.
Dear Shareholder,
Scrip dividend offer in respect of the interim dividend of 18.8
cent per share to be paid on 4th November 2016
The choice of taking New Shares rather than cash is again being
offered to Shareholders in respect of the interim dividend of 18.8
cent per share to be paid on the Ordinary Shares on 4th November
2016.
The price of one New Share will be €29.41. Accordingly, your
entitlement will be one New Share for every 195.545213 Ordinary Shares held where dividend withholding
tax applies and for every
156.436170 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, which can be accessed by selecting "Dividends"
under "Equity Investors" in the Investors section of the CRH
website, www.crh.com.
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 document which summarises the likely tax
consequences.
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.
Yours faithfully,
N. Hartery
Chairman
Registered in Dublin: No
12965. Registered Office:
42 Fitzwilliam Square, Dublin 2, D02
R279, Ireland
Directors: N. Hartery
Chairman, A. Manifold Chief
Executive, E.J.
Bärtschi Swiss, M. Carton, P.J. Kennedy, R. McDonald
United
States,
D.A. McGovern Jr. United
States, H.A. McSharry, S.
Murphy, L.J. Riches British, H.Th. Rottinghuis Dutch, W.J. Teuber Jr. United
States,
M.S. Towe United
States.Company Secretary:
N. Colgan
PARTICULARS OF THE SCRIP DIVIDEND OFFER IN RESPECT OF THE INTERIM
DIVIDEND FOR THE YEAR ENDING 31ST DECEMBER 2016
1. Basis of Calculation
Shareholders on the Register on 9th September 2016, 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 interim dividend of 18.8 cent per Ordinary Share and a value
for each New Share of €29.41. In accordance with the Articles
of Association, the value of a New Share has been calculated by
reference to the average of the high and low share prices for the
Ordinary Shares as derived from the Irish Stock Exchange Daily
Official List for each of the three business days commencing on 8th
September 2016, being the day on which the Ordinary Shares were
first quoted ex-dividend*. The entitlement is one New Share for
every 195.545213 Ordinary Shares held where dividend withholding
tax ("DWT") applies and for every 156.436170 Ordinary Shares held
where the withholding tax does not apply. DWT must be deducted from
dividends paid by an Irish resident company unless a shareholder is
entitled to an exemption. Properly completed exemption forms must
be received by Capita Asset Services, Shareholder Solutions
(Ireland) (the "Registrars") by the record date in order for a
dividend to be paid gross; in the case of the 2016 Interim
Dividend, the deadline was 9th September 2016. If you are entitled
to an exemption from DWT, copies of the exemption form may be
obtained by accessing www.revenue.ie
and typing 'DWT exemption form' in the
site search facility.
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 interim dividend, all Shareholders entitled
thereto elected to receive New Shares instead of cash, a total of
5,306,731 New Shares would be issued (ignoring any reductions in
respect of dividend withholding tax) representing an increase of
0.64% 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
€156,070,984.
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 the
Registrars by 12 noon on 20th October 2016 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 the Registrars, 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
2016 Interim Dividend the latest time and date is 12 noon on 20th
October 2016.
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
8th September 2016 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
|
8th September 2016
|
Record Date for Dividend
|
9th September
2016
|
Despatch of this document with Election and Mandate Forms or
Notices of Entitlement
|
23rd September 2016
|
Latest date for receipt of completed Election and Mandate Forms
|
20th October 2016
|
Latest date for receipt of notices of
revocation
|
20th October 2016
|
Despatch of dividend warrants in respect of dividends paid on
Ordinary Shares
|
3rd November 2016
|
Despatch of definitive Share Certificates for New
Shares
|
3rd November 2016
|
Dividend payment date
|
4th November 2016
|
CREST accounts credited with New Shares
|
4th November 2016
|
Dealings expected to commence in the New Shares
|
4th November 2016
|
*For reference purposes only, the equivalent price in Sterling
would be £24.86.
THIS DOCUMENT WHICH IS PERSONAL TO THE SHAREHOLDER(S) NAMED BELOW
AND WHICH IS NOT TRANSFERABLE 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 professional adviser
immediately.
If you have sold or transferred all or part of your registered
holding of Ordinary Shares prior to 8th September 2016 and those
Shares are nonetheless included in the number of shares
stated in
Box A, you should consult your stockbroker, bank or other agent
through or by whom the sale or transfer was effected
immediately.
CRH plc
Registered in Dublin No. 12965. Registered Office: 42 Fitzwilliam
Square, Dublin 2, D02 R279.
2016 INTERIM DIVIDEND - SCRIP DIVIDEND OFFER
Election and Mandate Form or Notice of Entitlement (see notes
below)
Box A
Registered holding of Ordinary Shares on
9th September 2016
|
Box B
Net cash dividend entitlement *
€
|
Box
C
Maximum number of New Shares to which you are entitled
|
Box D
Number of New Shares which you wish to receive if less than your
maximum entitlement shown in Box C
|
Box E
Mark with an "X" to effect a mandate in respect of
future dividends
|
|
|
|
|
|
*Net
cash dividend entitlement is shown after the deduction of Dividend
Withholding Tax ("DWT"), where applicable.
The Chairman's Letter dated 23rd September 2016 (the "Circular")
and the Terms and Conditions booklet should be carefully considered
before any action is taken. Certain words and expressions defined
in the Terms and Conditions bear the same meanings when used in
this Election and Mandate Form or Notice of Entitlement, unless the
context otherwise requires. DWT must be deducted from dividends
paid by CRH, unless a shareholder is entitled to an exemption and
has submitted a properly completed exemption form to Capita Asset
Services (the "Registrars") by the record date for a
dividend.
HOW TO DEAL WITH THIS FORM
1
If the words "Already Mandated" are printed across Boxes D and E
above, a Mandate to take New Shares instead of cash is already in
place, this is a Notice of Entitlement and your options
are:
(i)
To receive your maximum entitlement
to New Shares in respect of the interim
dividend: take no action;
or
(ii)
To receive your dividend in cash in respect of the interim
dividend: you must revoke the existing mandate in writing. (All
joint holders must sign.)
2 If the words "Already
Mandated" are not
printed across Boxes D and E above,
this is an Election and Mandate Form and your options
are:
(i) To
receive your maximum entitlement to New Shares instead of cash for
the interim dividend: sign
and date this Form;
or
(ii)
To receive your maximum entitlement to New Shares in respect of the
interim dividend and under any future Scrip Dividend
Offer:
place an "X" in Box E, sign and date this Form;
or
(iii)
To receive a combination of New Shares and cash in respect of the
interim dividend: insert in Box D the number of New Shares you wish
to receive (which must be less than the number shown in Box C),
sign and date
this Form.
The interim dividend will be paid in cash in respect of the
Ordinary Shares on which no election is made;
or
(iv)
To receive your total interim dividend in cash: take no
action. Do not return this Form. The interim dividend will be paid
in the usual way.
If you elect to receive New Shares in accordance with 2(i), (ii) or
(iii) or if you wish to revoke your Mandate in accordance with
1(ii), your completed Form or your notice of revocation, as the
case may be, should be sent to the Registrars, in the prepaid
envelope provided, so as to arrive no later than 12 noon on 20th
October 2016
To: The Directors of CRH plc
I/We, being the holder(s), at the close of business on 9th
September 2016, of the number of Ordinary Shares in the Company set
out in Box A above, hereby give notice that, in lieu of payment in
cash in respect of the interim dividend for the year ending 31st
December 2016, I/we irrevocably elect to receive an allotment of
the number of New Shares shown in Box C above or, if less, the
number of New Shares shown in Box D above credited as fully paid on
the terms and conditions of the Scrip Dividend Offer, as set out in
the Circular, the Terms and Conditions and the Memorandum and
Articles of Association of the Company as from time to time
varied.
If so indicated in Box E above, I/we wish my/our election to apply
in respect of my/our entire holding of Ordinary Shares on the
appropriate Record Date(s), for and on the same terms as any Scrip
Dividend Offers made to other Shareholders until revoked by me/us.
Completion of the Mandate by marking Box E automatically replaces
any other election.
I/We acknowledge that the Company reserves the right to treat any
election not strictly complying with the terms and conditions of
the Scrip Dividend Offer as nevertheless valid.
I/We request and authorise the Company to procure my/our name(s) be
placed on the Register of Members of the Company as holder(s) of
the New Shares and to send to me/us a definitive certificate in
respect of the said New Shares for which this application is
accepted, by post at my/our risk to the address given above (unless
I/we direct otherwise) or, if my/our shares are held in
uncertificated form to credit my/our CREST account with the New
Shares.
I/We represent and warrant that I am/we are not, and that I am/we
are not applying on behalf of, a Non-eligible Shareholder, and
am/are not applying with a view to the re-offer, re-sale, transfer
or delivery of any of the New Shares which are the subject of this
election, directly or indirectly, to or for the benefit of any
Non-eligible Shareholder.
CREST MEMBERS: PLEASE NOTE THERE IS NO FACILITY TO MAKE AN ELECTION
FOR THIS DIVIDEND THROUGH THE CREST SETTLEMENT SYSTEM.
Sign here ONLY if you are the person(s) named above.
(1) Signature:
................................................................................................
(2) Signature:
..............................................................................
(3) Signature:
................................................................................................
(4) Signature:
..............................................................................
Dated:
Daytime Tel. No.
...........................................................................................
(in case of queries)
Notes: 1. All joint holders must sign.
2.
A corporation should affix its common seal or sign under the hand
of a duly authorised official who should state his/her
capacity.
3.
If this Election and Mandate Form is signed under a power of
attorney, such power of attorney or a duly certified copy thereof
must accompany this Form.
All
enquiries regarding this Form should be addressed to Capita Asset
Services, P.O. Box 7117, Dublin 2. Tel. +353 1 553 0050, Fax +353 1
224 0700. Completed Forms should be sent by post (in the prepaid
envelope provided) to the same address or delivered by hand to
Capita Asset Services, Shareholder Solutions (Ireland), 2 Grand
Canal Square, Dublin 2, D02 A342.
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.
CRH public limited company
(Registrant)
Date 26
September 2016
By:___/s/Neil
Colgan___
N.Colgan
Company Secretary