NEW YORK, May 2, 2017 /PRNewswire/ -- CRH plc ("CRH")
announces a cash tender offer (the "Tender Offer") by its wholly
owned subsidiary, CRH America, Inc. ("CRH America") with respect to
any and all of its outstanding 8.125% Notes due 2018 (the
"Notes") issued by CRH America and guaranteed by CRH.
The terms and conditions of the Tender Offer are described in
the Offer to Purchase dated May 2,
2017 (the "Offer to Purchase"), the related Letter of
Transmittal (the "Letter of Transmittal") and the Notice of
Guaranteed Delivery (the "Notice of Guaranteed Delivery") to be
distributed to holders of the Notes. The following table sets
forth certain terms of the Tender Offer:
Title of
Security
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CUSIP/ISIN
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Outstanding
Principal Amount
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Reference
US Treasury
Security
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Fixed Spread
(basis
points)
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Bloomberg
Reference Page
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8.125% Notes
due 2018
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12626PAJ2/US12626PAJ21
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US$650,000,000
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0.875% US
Treasury
due July 15, 2018
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50
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FIT4
|
The Tender Offer is not conditioned upon any minimum amount of
Notes being tendered and may be amended, extended or terminated at
any time.
The Tender Offer will expire at 11:59
p.m., New York City time,
on May 8, 2017, unless extended or
earlier terminated (such time and date, as the same may be
extended, the "Expiration Time"). Holders of Notes must validly
tender and not validly withdraw their Notes before 11:59 p.m., New York
City time, on May 8, 2017, to
receive the Total Consideration. Notes validly tendered may be
withdrawn at any time prior to the Expiration Time, but not
thereafter.
Payment of the Total Consideration to Holders of Notes that are
accepted for purchase will be made on May
11, 2017 (the "Settlement Date") or as soon as practicable
thereafter, unless the Tender Offer is extended, re-opened or
earlier terminated. Holders who validly tender and do not validly
withdraw their Notes and whose Notes are accepted for purchase in
the Tender Offer will also be paid on the Settlement Date accrued
and unpaid interest from the last interest payment date up to, but
excluding, the Settlement Date.
The "Total Consideration" per each $1,000 principal amount of Notes validly tendered
and accepted for payment pursuant to the Tender Offer will be
determined in the manner described in the Offer to Purchase by
reference to a fixed spread over the yield based on the bid side
price of the US Treasury Security specified on the front cover of
the Offer to Purchase, as calculated by the Dealer Managers (as
defined below) at 2:00 p.m.,
New York City time, on
May 8, 2017 (subject to certain
exceptions set forth in the Offer to Purchase).
The Tender Offer is subject to the satisfaction or waiver of
certain conditions set forth in the Offer to Purchase.
CRH America has retained Citigroup, HSBC, NatWest Markets and
Wells Fargo Securities to serve as dealer managers (the "Dealer
Managers") for the Tender Offer. D.F.
King & Co., Inc. has been retained to serve as the
information and tender agent (the "Tender Agent").
Copies of the Offer to Purchase, the related Letter of
Transmittal and the Notice of Guaranteed Delivery for the Tender
Offer are available at the following web address:
http://www.dfking.com/crh
For additional information regarding the terms of the Tender
Offer, please contact: Citigroup at (800) 558-3745 (toll free) or
(212) 723-6106 (collect); HSBC at (888) HSBC-4LM (Toll Free), (212)
525-5552 (collect) or +44 (0) 20 7992 6237 (Europe); NatWest Markets at (203) 897-2963
(collect); or Wells Fargo Securities at (704) 410-4760 (collect) or
(866)309-6316 (toll free). Requests for documents may be
directed to D.F. King & Co.,
Inc. at (866) 796-6869 (toll free), or (212) 269-5550 (collect for
banks and brokers) or via email at crh@dfking.com.
CRH America's obligation to accept any Notes tendered and to pay
the Total Consideration are set forth solely in the Offer to
Purchase, the Letter of Transmittal and the Notice of Guaranteed
Delivery.
CRH America may amend, extend or terminate the Tender Offer at
any time in its sole discretion. If CRH America takes any of these
actions, a public announcement will be made thereof.
This news release is neither an offer to purchase nor a
solicitation of an offer to sell Notes, nor is it a solicitation
for acceptance of the Tender Offer. CRH America is making the
Tender Offer only by, and pursuant to the terms of, the Offer to
Purchase, the Letter of Transmittal and Notice of Guaranteed
Delivery. The Tender Offer is not being made in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. None of CRH, its management, CRH America,
Citigroup, HSBC, NatWest Markets, Wells Fargo Securities or
D.F. King & Co., Inc. makes any
recommendation as to whether holders should tender, or refrain from
tendering, Notes in response to the Tender Offer.
DISCLOSURE NOTICE: Some statements in this news release
may constitute forward-looking statements. These
forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially from those
indicated in the forward-looking statements. A description of
risks and uncertainties can be found in the Annual Report on Form
20-F of CRH and its other public filings and press releases.
Except as required by law, neither CRH nor CRH America assumes any
obligation to update any forward-looking statements contained in
this news release as a result of new information or future events
or developments.
For more information
contact:
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Citigroup
Dealer
Manager
Tel.: +44 20 7986
8969 (Europe)
Tel: +1 (800)
558-3745 (US toll-free)
Tel: +1 (212)
723-6106 (US collect)
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HSBC
Dealer
Manager
Tel: (888) HSBC-4LM
(toll free)
Tel: (212) 525-5552 (collect)
Tel: +44 (0) 20 7992 6237 (Europe)
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NatWest
Markets
Dealer
Manager
Tel: (203) 897-2963
(collect)
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Wells Fargo
Securities
Dealer
Manager
Tel: (704) 410-4760
(collect)
Tel: (866)309-6316 (toll free)
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CRH plc Investor
Relations
Frank Heisterkamp
Head of Investor Relations
fheisterkamp@crh.com
+353 1 404 1180
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OFFER RESTRICTIONS
United Kingdom
This communication of this announcement, the Offer to Purchase
and any other documents or materials relating to the Tender Offer
is not being made, and such documents and/or materials have not
been approved, by an authorised person for the purposes of section
21 of the FSMA. Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, the general
public in the United Kingdom. The
communication of such documents and/or materials is exempt from the
restriction on financial promotions under section 21 of the FSMA on
the basis that it is only directed at and may be communicated to
(1) those persons who are existing members or creditors of the
Group or other persons within Article 43 of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, and (2) any
other persons to whom these documents and/or materials may lawfully
be communicated.
Belgium
Neither this announcement, the Offer to Purchase nor any other
documents or materials relating to the Tender Offer have been
submitted to or will be submitted for approval or recognition to
the Financial Services and Markets Authority (Autorité des services
et marchés financiers / Autoriteit voor financiële diensten en
markten) and, accordingly, the Tender Offer may not be made in
Belgium by way of a public
offering, as defined in Articles 3 and 6 of the Belgian Law of
April 1, 2007 on public takeover bids
as amended or replaced from time to time. Accordingly, the Tender
Offer may not be advertised and the Tender Offer will not be
extended, and neither this announcement nor any other documents or
materials relating to the Tender Offer (including any memorandum,
information circular, brochure or any similar documents) has been
or shall be distributed or made available, directly or indirectly,
to any person in Belgium other
than "qualified investors" in the sense of Article 10 of the
Belgian Law of June 16, 2006 on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets, acting on their own
account. This announcement has been issued only for the personal
use of the above qualified investors and exclusively for the
purpose of the Tender Offer. Accordingly, the information contained
in this announcement may not be used for any other purpose or
disclosed to any other person in Belgium.
France
The Tender Offer is not being made, directly or indirectly, to
the public in France. Neither this
announcement, the Offer to Purchase nor any other documents or
offering materials relating to the Tender Offer, has been or shall
be distributed to the public in France and only (i) providers of investment
services relating to portfolio management for the account of third
parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers) and/or (ii) qualified
investors (investisseurs qualifiés), other than individuals, acting
for their own account, all as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code
monétaire et financier, are eligible to participate in the Offer.
This announcement has not been and will not be submitted for
clearance procedures (visa) of the Autorité des marchés
financiers.
Italy
None of the Tender Offer, this announcement, the Offer to
Purchase or any other documents or materials relating to the Tender
Offer has been or will be submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa ("CONSOB"),
pursuant to applicable Italian laws and regulations.
The Tender Offer is being carried out in the Republic of
Italy ("Italy") as an exempted offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58
of February 24, 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of May 14, 1999,
as amended (the "CONSOB Regulation"). The Tender Offer is also
being carried out in compliance with article 35-bis, paragraph 7 of
the CONSOB Regulation.
Holders or beneficial owners of the Notes located in
Italy can tender the Notes through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time,
and Legislative Decree No. 385 of September
1, 1993, as amended) and in compliance with applicable laws
and regulations or with requirements imposed by CONSOB or any other
Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Tender Offer.
Canada
Neither this announcement, the Offer to Purchase nor any other
materials relating to the Tender Offer constitute, nor may be used
in connection with, an offer or solicitation in any place where
offers or solicitations are not permitted by law. Any offer or
solicitation in Canada must be
made through a dealer that is appropriately registered under the
laws of the applicable province or territory of Canada, or pursuant to an exemption from that
requirement.
General
The Tender Offer does not constitute an offer to buy or the
solicitation of an offer to sell Notes in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities or other laws require the Tender
Offer to be made by a licensed broker or dealer and the Dealer
Manager or, where the context so requires, any of its affiliates is
such a licensed broker or dealer in that jurisdiction, the Tender
Offer shall be deemed to be made on behalf of CRH America, Inc. by
such Dealer Manager or affiliate (as the case may be) in such
jurisdiction.
The distribution of this announcement and the Offer to Purchase
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement and the Offer to Purchase comes
are required by each of CRH America, the Dealer Managers and the
Tender Agent to inform themselves about, and to observe, any such
restrictions.
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visit:http://www.prnewswire.com/news-releases/crh-announces-any-and-all-cash-tender-offer-by-crh-america-inc-300449540.html
SOURCE CRH plc