Placing of Rights Issue Rump

RNS Number : 1253P

CRH PLC

19 March 2009

 



N E W S R E L E A S E

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY EXcLUDED TERRITORY including THE UNITED STATES, the commonwealth of AUSTRALIA, the republic of SOUTH AFRICA, JAPAN, CANADA, SWITZERLAND OR ANY JURISDICTION, THEIR TERRITORIES AND POSSESSIONS, WHERE it WOULD BE UNLAWFUL to forward, transmit or distribute this announcement. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.

CRH plc

(incorporated in Ireland under the Companies Acts with registered number 12965)

Placing of the Rights Issue Rump

19 March 2009

CRH plc ('CRH') announced earlier today that, as at 11.00 a.m. on 18 March 2009, being the latest date for receipt of valid subscriptions, it had received valid acceptances in respect of 143,545,418 New Ordinary Shares, representing approximately 94.4% of the total number of New Ordinary Shares offered to shareholders pursuant to the 2 for 7 rights issue announced by CRH on 3 March 2009 (the 'Rights Issue'). 

CRH announces that, in accordance with the arrangements set out in Part IX of the prospectus dated 3 March 2009 (the 'Prospectus'), UBS Limited and J&E Davy, acting as Joint Bookrunners, have procured acquirers for the remaining New Ordinary Shares, for which valid acceptances were not received, at a price of €15.95 per share. 

The net proceeds from the sale of these New Ordinary Shares after deduction of the Rights Issue price of €8.40 per New Ordinary Share and relevant costs (including any commissions and taxes), will, save for amounts less than €5.00, be paid without interest to Shareholders who have not taken up their entitlements, pro rata to their lapsed provisional allotments. As a result of the sale of these New Ordinary Shares, neither the Underwriters nor the sub-underwriters will be required to subscribe for any New Ordinary Shares. 

For more information contact:

CRH plc Investor Relations

Tel: [phone] 

Éimear O'Flynn

UBS Investment Bank

Joint Global Co-ordinator, Joint Bookrunner and Joint Sponsor

Tel: [phone]

Hew Glyn Davies

Peter Luck

Davy

Joint Global Co-ordinator, Joint Bookrunner and Joint Sponsor

Tel: + 353 1 679 7788

Kyran McLaughlin

Hugh McCutcheon/Eugenee Mulhern

Capitalised terms not otherwise defined in this announcement have the same meaning as in the Prospectus.

Subject to certain exceptions, neither this announcement nor the Prospectus nor any other document issued by CRH in connection with the Rights Issue is or constitutes an invitation or offer of securities for subscription, sale or purchase to any person with a registered address, or who is resident or located, in the United States or in any other Excluded Territory.

The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters and the New Ordinary Shares have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States or any other Excluded Territory and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States or any other Excluded Territory except pursuant to an applicable exemption from the registration requirements of the US Securities Act (in the case of the United States) and in compliance with any applicable securities laws of any state or other jurisdiction of the United States or any other Excluded Territory. There will be no public offer in the United States or any other Excluded Territory.

The distribution of this announcement or any other document issued by the Company in connection with the Rights Issue and the transfer of Nil Paid Rights, Fully Paid Rights and New Ordinary Shares into jurisdictions other than Ireland and the United Kingdom may be restricted by law and therefore, persons into whose possession these documents come should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, subject to certain exceptions, this announcement and any other documents issued by the Company in connection with the Rights Issue should not be distributed, forwarded to or transmitted in any Excluded Territories. All Overseas Shareholders and any person (including, without limitation, agents, custodians, nominees or trustees) who has a contractual or other legal obligation to forward this announcement or any other documents issued by the Company in connection with the Rights Issue, if and when received, to a jurisdiction outside Ireland or the United Kingdom, should read section 3 of Part IX (Terms and Conditions of the Rights Issue) of the Prospectus.

This announcement, which has been prepared by CRH, is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the Prospectus.

UBS Limited is acting exclusively for CRH, as joint sponsor for the purposes of the Listing Rules of the Irish Stock Exchange, sole sponsor for the purposes of the Listing Rules made by the FSA, joint global co-ordinator and joint bookrunner, and no one else in connection with the Rights Issue and will not regard any other person (including the recipients of this document) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the Rights Issue or any other matters referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed by the FSMA, the Financial Regulator or any applicable Irish law, UBS Limited makes no representation, express or implied, with respect to the accuracy, verification or completeness of any information contained in this document and accepts no responsibility for, nor does it authorise, the contents of this document or its publication, or any other statement made or purported to be made by the Company, or on its behalf, in connection with the Rights Issue, Admission, the New Ordinary Shares or any of the other arrangements described in this document, and accordingly disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have to any person other than CRH in respect of this document or any other statement. 

J&E Davy (which is regulated in Ireland by the Financial Regulator) is acting exclusively for CRH, as joint sponsor for the purposes of the Listing Rules of the Irish Stock Exchange, joint global co-ordinator and joint bookrunner, and no one else in connection with the Rights Issue and will not regard any other person (including the recipients of this document) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the Rights Issue or any other matters referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed by the Financial Regulator or any applicable Irish law, J&E Davy makes no representation, express or implied, with respect to the accuracy, verification or completeness of any information contained in this document and accepts no responsibility for, nor does it authorise, the contents of this document or its publication, or any other statement made or purported to be made by the Company, or on its behalf, in connection with the Rights Issue, Admission, the New Ordinary Shares or any of the other arrangements described in this document, and accordingly disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have to any person other than CRH in respect of this document or any other statement.

Barclays Bank PLC (which is authorised and regulated by the FSA), BNP Paribas and RBS Hoare Govett Limited (which is authorised and regulated by the FSA) are acting exclusively for CRH, as co-bookrunners, and no one else in connection with the Rights Issue and will not regard any other person (including the recipients of this document) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the Rights Issue or any other matters referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed by the FSMA, the Financial Regulator or any applicable Irish law, Barclays Bank PLC, BNP Paribas and RBS Hoare Govett Limited each make no representation, express or implied, with respect to the accuracy, verification or completeness of any information contained in this document and accepts no responsibility for, nor does it authorise, the contents of this document or its publication, or any other statement made or purported to be made by the Company, or on its behalf, in connection with the Rights Issue, Admission, the New Ordinary Shares or any of the other arrangements described in this document, and accordingly disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have to any person other than CRH in respect of this document or any other statement.

This document and any materials distributed in connection with this document may contain certain forward-looking statements regarding the belief or current expectations of CRH, the Directors and other members of its senior management about CRH's financial condition, results of operations and business and the transactions described in this document. Generally, but not always, words such as 'may', 'could', 'should', 'will', 'expect', 'intend', 'estimate', 'anticipate', 'assume', 'believe', 'plan', 'seek', 'continue', 'target'. 'goal', 'would' or their negative variations or similar expressions identify forward-looking statements. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the CRH and are difficult to predict, that may cause the actual results, performance, achievements or developments of the Group or the industries in which it operates to differ materially from any future results, performance, achievements or developments expressed or implied from the forward-looking statements. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements including the risks and uncertainties set out in the Prospectus.

CRH plc, Belgard Castle, Clondalkin, Dublin 22, Ireland TELEPHONE [phone]  FAX [phone]

E-MAIL: [e-mail] WEBSITE: www.crh.com. Registered Office, 42 Fitzwilliam Square, Dublin 2, Ireland

Not for distribution in or into the United states, Australia, South Africa, Japan, Canada, Switzerland or any other jurisdiction, their territories and possessions, where such distribution or release would be unlawful.

 

END

 

 

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