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
29
March 2017
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___
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):________
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
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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.
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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.
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29th March 2017
To
the holders of Ordinary Shares.
Dear
Shareholder,
Scrip dividend offer in respect of the final dividend of 46.2 cent
per share to be paid on 5th May 2017
The choice of taking New Shares rather than cash
is again being offered to Shareholders in respect of the final
dividend of 46.2 cent per share
to be paid on the Ordinary Shares on 5th May 2017, subject to the approval of the dividend
at the Annual General Meeting to be held on 27th April 2017.
The
price of one New Share will be €33.08. Accordingly, your
entitlement will be one New Share for every 89.502165 Ordinary
Shares held where dividend withholding tax applies and for every
71.601732 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.
Annual Report and Form 20-F
The
Company’s Annual Report and Form 20-F for 2016 has been
published and is available at
www.crh.com.
Yours
faithfully,
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, D.A. McGovern
Jr. United
States, H.A. McSharry, S.
Murphy, G.L. Platt Canadian, L.J. Riches British, H.Th. Rottinghuis Dutch, W.J. Teuber Jr. United
States
Company Secretary:
N. Colgan
PARTICULARS OF THE SCRIP DIVIDEND OFFER IN RESPECT OF THE FINAL
DIVIDEND FOR THE YEAR ENDED 31ST DECEMBER 2016
Shareholders on the Register on
10th
March 2017, 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 46.2 cent per Ordinary Share and a value for each New
Share of €33.08. 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
9th
March 2017, being the day on which the
Ordinary Shares were first quoted ex-dividend*. The entitlement is
one New Share for every 89.502165 Ordinary Shares held where
dividend withholding tax (“DWT”) applies and for every
71.601732 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 Final Dividend,
the deadline was 10th March 2017. 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 final dividend, all Shareholders entitled thereto
elected to receive New Shares instead of cash, a total of
11,662,261 New Shares would be issued (ignoring any reductions in
respect of dividend withholding tax) representing an increase of
1.40% 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
€385,787,623.
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 19th April 2017 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 Final Dividend the latest time and date is 12
noon on 19th April 2017.
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
9th
March 2017 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.
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Ordinary
Shares quoted ex-dividend Record
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9th March
2017
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Record
Date for Dividend
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10th March 2017
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Despatch
of this document with Election and Mandate Forms or Notices of
Entitlement
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29th March 2017
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Latest
date for receipt of completed Election and Mandate
Forms
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19th April 2017
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Latest
date for receipt of notices of revocation
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19th April 2017
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Annual General Meeting
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27th April
2017
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Despatch
of dividend warrants in respect of dividends paid on Ordinary
Shares
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4th May 2017
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Despatch
of definitive Share Certificates for New
Shares
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Dividend
payment date
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5th May
2017
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CREST
accounts credited with New Shares
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5th May
2017
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Dealings
expected to commence in the New Shares
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5th May 2017
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*For
reference purposes only, the equivalent price in Sterling would be
£28.77.
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 9th March 2017 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.
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CRH plc
Registered in Dublin No. 12965. Registered Office: 42 Fitzwilliam
Square, Dublin 2, D02 R279.
2016 FINAL DIVIDEND - SCRIP DIVIDEND OFFER
Election
and Mandate Form or Notice of Entitlement (see notes
below)
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Box A
Registered holding of Ordinary Shares on
10th March 2017
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Box B
Net cash dividend entitlement *
€
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Box C
Maximum number of New Shares to which you
are entitled
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Box D
Number of New Shares which you wish to receive if less than your
maximum entitlement shown in Box C
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Box E
Mark with an “X” to effect a mandate in respect
of
future dividends
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*Net
cash dividend entitlement is shown after the deduction of Dividend
Withholding Tax (“DWT”), where applicable.
The
Chairman’s Letter dated 29th March 2017 (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 final dividend:
take no action;
or
(ii)
To receive your dividend in
cash in respect of the final 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 final
dividend: sign and date this
Form;
or
(ii)
To receive your maximum
entitlement to New Shares in respect of the final 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 final 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 final
dividend will be paid in cash in respect of the Ordinary Shares on
which no election is made;
or
(iv)
To receive your total final
dividend in cash: take no
action. Do not return this Form. The final 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 19th April 2017.
To:
The Directors of CRH plc
I/We,
being the holder(s), at the close of business on 10th March 2017,
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 final dividend for the year ended 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.
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(1)
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Signature:-
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(2)
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Signature:-
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(3)
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Signature:-
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(4) |
Signature:-
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Dated:
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Daytime Tel.
No. |
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(in case of queries)
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Notes
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1.
All joint holders must sign.
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2. A
corporation should affix its common seal or sign under the hand of
a duly authorised official who should state his/her
capacity.
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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
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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 29
March 2017
By:___/s/Neil
Colgan___
N.Colgan
Company Secretary