Issue of Equity

CRH PLC 6 March 2001 6 March 2001 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SWEDEN. CRH plc 1 FOR 4 RIGHTS ISSUE OF UP TO 103,622,311 NEW ORDINARY SHARES AT EURO 10.50 PER NEW ORDINARY SHARE CRH today announces that it is raising approximately euro 1.1 billion, net of expenses by the issue of up 103,622,311 Rights Shares at a price of euro 10.50 per share. The issue is being made by way of a rights issue to Qualifying Shareholders (other than certain Overseas Shareholders) on the basis of one Rights Share for every four Existing Ordinary Shares held at the close of business on 2 March 2001. The Rights Issue has been fully underwritten by UBS Warburg and Davy. Information on CRH CRH, headquartered in Ireland and with operations in 19 countries, has a presence across the construction industry supply chain through three closely related core businesses: primary materials, value-added building products and distribution. CRH has over 40,000 employees at more than 1,300 locations worldwide. The Group is organised on a product basis with four divisions in Europe and the Americas. CRH's strategy is based on building leadership positions in its businesses in regional markets. This is achieved through improving existing operations, investing in capacity enhancements, developing new products and markets and through acquiring and growing mid-sized companies. This acquisition strategy is augmented from time to time by larger deals, which extend the Group's geographic reach or product range and offer new strategic platforms for future growth. Development strategy CRH is organised for growth with 14 development teams worldwide which generate an ongoing flow of acquisition opportunities. The acquisition efforts of these development teams has gathered momentum in recent years as evidenced by the trend in acquisition spending shown below: 1996 1997 1998 1999 2000 1996-2000 Total acquisition expenditure (euro 532 241 604 1,421 1,605 4,403 million) Geographical Breakdown Europe 15% 9% 66% 48% 37% 40% The Americas 85% 91% 34% 52% 63% 60% Source: Extracted from the Annual Report and Accounts of CRH for the years 1996 to 1999 and the Preliminary Results for the year ended 31 December 2000. Over the period 1996 to 2000 CRH has spent a total of euro 4.4 billion on acquisitions and investments to expand and diversify its activities, over euro 3.0 billion of this over the last two years. Major acquisitions over this period have included Tilcon (1996 euro 253m), Ibstock PLC (1998/99 euro 550m), Thompson-McCully (1999 euro 425m); Finnhsementti/Lohja Rudus (1999 euro 420m), The Shelly Company (2000 euro 348m) and the Jura Group (2000 euro 425m gross, euro 268m net of surplus asset disposals). Combined with these larger acquisitions, the Group has continued to generate a flow of small to medium sized bolt-on deals which build on and expand existing platforms. The momentum provided by CRH's development strategy, when combined with a strong performance from organic operations, has resulted in an impressive financial performance over the past five years with significant increases in sales and key profitability measures shown below: 1996 1997 1998 1999* 2000 Sales +33% +26% +23% +29% +32% Profit before taxation +26% +26% +27% +40% +22% Earnings per share (EPS) +18% +19% +24% +35% +17% Cash (EPS) +20% +20% +25% +45% +27% * excludes exceptional net profit before tax of euro 64.2m, euro 38.5m after tax. Source: Extracted from the Annual Report and Accounts of CRH for the years 1996 to 1999 and the Preliminary Results for the year ended 31 December 2000. The results for 2000 announced today demonstrate the continued successful delivery of CRH's growth strategy. Background to and reasons for the Rights Issue This total acquisition expenditure of euro 4.4 billion over the past five years has been funded primarily from increased use of CRH's significant debt capacity, with just two 5 per cent. equity placings in 1996 and 2000 raising a total of euro 473 million, net of expenses. The Group's increased utilisation over recent years of this capacity as part of its planned acquisition programme is reflected in lower levels of interest cover down from 10.3 times in 1996 to 6.7 times in 2000, based on the Group's earnings before interest, tax, depreciation and amortisation. While the Group's strong cash flow is capable of financing a reasonable level of ongoing acquisition activity, the Board believes that an equity input by way of a rights issue at this point in time is desirable, to back the extensive resources committed to development and to ensure that the Group is not constrained in its plans to take full advantage of attractive acquisition opportunities as they arise in its various geographic, product and sectoral markets. The Rights Issue announced today will contribute to the further expansion of the Group. As at 5 March 2001, the CRH Board had approved potential acquisitions totalling euro 453 million, 80 per cent. of which are within Europe and 20 per cent. of which are in the US. Further announcements will be made by the Company, if necessary, upon completion of these deals which are dependent, among other things, on satisfactory due diligence and in some instances regulatory approval. Until such time as the net proceeds of the Rights Issue are used to finance the Group's ongoing acquisition activity the net proceeds will be used to pay down short term debt or be held on deposit. The Rights Issue has been fully underwritten by UBS Warburg and Davy. In view of the size of the discount to the current share price, the commission expected to be payable by the Company (0.5 per cent. of the value underwritten) is significantly less than would typically be paid on a conventionally discounted rights issue. Current trading and prospects In Ireland, the outlook suggests further growth albeit at more moderate levels than in recent years. Activity in the UK is likely to remain relatively flat. In the principal mainland European countries reasonable growth is expected in 2001. Although US markets look likely to slow somewhat from recent high levels, a major downturn is not expected and investment in infrastructure should be underpinned by an increasing impetus from the strong Federal TEA 21 highway funding. Since 31 December 2000 trading has been satisfactory and in line with CRH's expectations. Overall, improvements from existing businesses are expected and together with the full year impact of businesses acquired during 2000, CRH looks forward to continued progress in the year ahead. Additional information The Rights Issue Shares will rank pari passu with the existing Ordinary Shares of the Company save that they will not carry any entitlement to the final dividend for the year ended 31 December 2000. The Existing Ordinary Shares go ex-dividend on 14 March 2001. Application has been made to the UK Listing Authority, the London Stock Exchange plc (the 'LSE') and The Irish Stock Exchange Limited for up to 103,622,311 Rights Issue Shares to be admitted to the Official List of the UK Listing Authority and for admission to trading on the LSE's market for listed securities and on the Irish Stock Exchange, respectively. It is expected that Admission of the Rights Shares, nil paid, will become effective on 7 March 2001. UBS Warburg and Davy are acting as underwriters and financial advisers to the Company with regard to the Rights Issue. This announcement has been issued by and is the sole responsibility of the Company. It has been approved by UBS Warburg which is regulated in the United Kingdom by The Securities and Futures Authority Limited, solely for the purposes of Section 57 of The Financial Services Act 1986 and by Davy which is regulated by the Central Bank of Ireland pursuant to the Investment Intermediaries Act, 1995 and the Stock Exchange Act, 1995 of Ireland. Each of UBS Warburg and Davy is acting exclusively for CRH plc and no-one else in connection with the Rights Issue and will not be responsible to anyone other than CRH plc for providing the protections afforded to customers of UBS Warburg or Davy or for providing advice in relation to the Rights Issue or any matter referred to herein. These materials are not for distribution, directly or indirectly, in or into the United States. These materials are not an offer of securities for sale into the United States. The securities are not being registered under the US Securities Act of 1933 and may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such terms are defined in Regulation S under such Act) unless they are registered or exempt from registration. No public offering of securities is being made into the United States. This document does not constitute, or form part of, an offer, or solicitation of an offer, to purchase or subscribe for any rights shares or other securities. These may only be made on the basis of information contained in the prospectus issued on 6 March 2001, copies of which are available at the registered office of the Company. Certain statements made in this announcement are forward-looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statement. The Company assumes no responsibility to update any of the forward-looking statements contained herein except to the extent required by law. Expected Timetable of Principal Events Record date for the Rights Issue 2 March 2001 Despatch of Prospectus and Provisional Allotment Letters 6 March 2001 ('PALs') Dealings in Rights Shares commence, nil paid 7 March 2001 Latest time and date for splitting PALs, nil paid 3:00pm on 23 March 2001 Latest time and date for acceptance and payment in full 3:00pm on 27 March 2001 Dealings in the Rights Share commence, fully paid 8:00am on 28 March 2001 Latest time and date for splitting, fully paid 3:00pm on 17 April 2000 Latest time and date for registration of renunciation 3:00pm on 19 April 2001 Expected date for crediting of CREST Member Accounts 20 April 2001 Expected date of despatch of definitive share certificates on or before 26 in respect of Rights Shares, April 2001 For further information please contact: CRH Liam O'Mahony, Chief Executive 00 353 1 404 1000 Harry Sheridan, Finance Director 00 353 1 404 1000 Myles Lee, General Manager Finance 00 353 1 404 1000 UBS Warburg Paul Nicholls, Corporate Finance 00 44 207 568 2016 Philip Shelley, Capital Markets 00 44 207 568 2730 Davy Stockbrokers Kyran McLaughlin, Head of Equities 00 353 1 614 8949 Paul Burke, Head of Investor Relations 00 353 1 614 8965 CRH plc, Belgard Castle, Clondalkin, Dublin 22, Ireland TELEPHONE +353.1.4041000 FAX +353.1.4041007

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CRH (CDI) (CRH)
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