EX-99.1

Sign here:

/s/ Natasha Mercer…………………………………… Date: 24 May 2017

Company Secretary

Print name:

Natasha Mercer………………………………………

EX-99.1 2 d380843dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

James Hardie Industries plc

ABN

097 829 895 Incorporated in Ireland. The liability of members is limited.

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

⁺Class of ⁺securities issued or to be issued

Ordinary shares/CUFS issued on exercise of stock options.

Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued

11,429 ordinary shares/CUFS.

Principal terms of the ⁺securities (e.g. if options, exercise price and expiry date; if partly paid ⁺securities, the amount outstanding and due dates for payment; if ⁺convertible securities, the conversion price and dates for conversion)

Ordinary shares/CUFS issued on exercise of options, as follows:

● 11,429 at $6.38 with expiry date of 10 December 2017

+ See chapter 19 for defined terms.

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New issue announcement

Do the ⁺securities rank equally in all respects from the ⁺issue date with an existing ⁺class of quoted ⁺securities?

If the additional ⁺securities do not rank equally, please state:

● the date from which they do

● the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

● the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Yes, rank equally with issued ordinary shares/CUFS.

Issue price or consideration

Allotment of ordinary shares/CUFS on exercise of options:

11,429 at $6.38

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Exercise of stock options issued pursuant to the James Hardie Industries 2001 Equity Incentive Plan (2001 Plan).

Is the entity an ⁺eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b – 6h in relation to the ⁺securities the subject of this Appendix 3B, and comply with section 6i

No. Equity securities issued under the 2001 Plan are no longer

the subject of security holder approval.

The date the security holder resolution under rule 7.1A was passed

Not applicable

Number of ⁺securities issued without security holder approval under rule 7.1

11,429

Number of ⁺securities issued with security holder approval under rule 7.1A

Not applicable

+ See chapter 19 for defined terms.

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Number of ⁺securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Not applicable

Number of ⁺securities issued under an exception in rule 7.2

Not applicable

If ⁺securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the ⁺issue date and both values. Include the source of the VWAP calculation.

Not applicable

If ⁺securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

Not applicable

Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

65,815,061 (Annexure 1 attached)

⁺Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

24 May 2017

Number

⁺Class

Number and ⁺class of all ⁺securities quoted on ASX (including the ⁺securities in section 2 if applicable)

440,871,317

Ordinary shares/CUFS

+ See chapter 19 for defined terms.

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Number

⁺Class

Number and ⁺class of all ⁺securities not quoted on ASX (including the ⁺securities in section 2 if applicable)

37,467

603,557

2,705,185

16,024 2001 Plan

RSUs have been

cancelled.

15,479 2006 Plan

RSUs have been

cancelled.

No 2001 Plan stock

options have been

cancelled.

2001 Plan Options

2001 Plan RSUs

2006 Plan RSUs

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Ordinary shares/CUFS issued on exercise of stock options

rank for dividends equally with issued ordinary

shares/CUFS.

Part 2 - Pro rata issue

Is security holder approval required?

Not applicable

Is the issue renounceable or non-renounceable?

Not applicable

Ratio in which the ⁺securities will be offered

Not applicable

⁺Class of ⁺securities to which the offer relates

Not applicable

⁺Record date to determine entitlements

Not applicable

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

Not applicable

+ See chapter 19 for defined terms.

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New issue announcement

Policy for deciding entitlements in relation to fractions

Not applicable

Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

Not applicable

Closing date for receipt of acceptances or renunciations

Not applicable

Names of any underwriters

Not applicable

Amount of any underwriting fee or commission

Not applicable

Names of any brokers to the issue

Not applicable

Fee or commission payable to the broker to the issue

Not applicable

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

Not applicable

If the issue is contingent on security holders’ approval, the date of the meeting

Not applicable

Date entitlement and acceptance form and offer documents will be sent to persons entitled

Not applicable

If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

Not applicable

Date rights trading will begin (if applicable)

Not applicable

+ See chapter 19 for defined terms.

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Date rights trading will end (if applicable)

Not applicable

How do security holders sell their entitlements in full through a broker?

Not applicable

How do security holders sell part of their entitlements through a broker and accept for the balance?

Not applicable

How do security holders dispose of their entitlements (except by sale through a broker)?

Not applicable

⁺Issue date

Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities


34	Type of ⁺securities (tick one)

(a)	☒	⁺Securities described in Part 1

(b)	☐	All other ⁺securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or

documents


35	☐	If the ⁺securities are ⁺equity securities, the names of the 20 largest holders of the additional ⁺securities, and the number and percentage of additional ⁺securities held by those holders

36	☐	If the ⁺securities are ⁺equity securities, a distribution schedule of the additional ⁺securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

+ See chapter 19 for defined terms.

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☐

A copy of any trust deed for the additional ⁺securities

Entities that have ticked box 34(b)

Number of ⁺securities for which ⁺quotation is sought

Not applicable

⁺Class of ⁺securities for which quotation is sought

Not applicable

Do the ⁺securities rank equally in all respects from the ⁺issue date with an existing ⁺class of quoted ⁺securities?

If the additional ⁺securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Not applicable

Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another ⁺security, clearly identify that other ⁺security)

Not applicable

Number

⁺Class

Number and ⁺class of all ⁺securities quoted on ASX (including the ⁺securities in clause 38)

Not applicable

+ See chapter 19 for defined terms.

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Quotation agreement

1	⁺Quotation of our additional ⁺securities is in ASX’s absolute discretion. ASX may quote the ⁺securities on any conditions it decides.

2	We warrant the following to ASX.

•

The issue of the ⁺securities to be quoted complies with the law and is not for an illegal purpose.

•

There is no reason why those ⁺securities should not be granted ⁺quotation.

•

An offer of the ⁺securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

•

Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any ⁺securities to be quoted and that no-one has any right to return any ⁺securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the ⁺securities be quoted.

•

If we are a trust, we warrant that no person has the right to return the ⁺securities to be quoted under section 1019B of the Corporations Act at the time that we request that the ⁺securities be quoted.

3	We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before ⁺quotation of the ⁺securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

== == == == ==

+ See chapter 19 for defined terms.

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Appendix 3B

New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1


Rule 7.1 – Issues exceeding 15% of capital
*Step 1: Calculate “A”, the base figure from which the placement capacity is calculated*
*Insert* number of fully paid ⁺ordinary securities on issue 12 months before the ⁺issue date or date of agreement to issue		445,580,065
*Add* the following:

•	Number of fully paid ⁺ordinary securities issued in that 12 month period under an exception in rule 7.2	1,381,385

•	Number of fully paid ⁺ordinary securities issued in that 12 month period with shareholder approval	Not applicable

•	Number of partly paid ⁺ordinary securities that became fully paid in that 12 month period	Not applicable

Note:
•	Include only ordinary securities here – other classes of equity securities cannot be added
•	Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed
•	It may be useful to set out issues of securities on different dates as separate line items
*Subtract* the number of fully paid ⁺ordinary securities cancelled during that 12 month period		(6,090,133)
“A”		440,871,317

+ See chapter 19 for defined terms.

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*Step 2: Calculate 15% of “A”*
“B”		0.15 [Note: this value cannot be changed]
*Multiply* “A” by 0.15		66,130,697
*Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used*
*Insert* number of ⁺equity securities issued or agreed to be issued in that 12 month period not counting those issued:		315,636

•	Under an exception in rule 7.2

•	Under rule 7.1A

•	With security holder approval under rule 7.1 or rule 7.4

Note:
•	This applies to equity securities, unless specifically excluded – not just ordinary securities
•	Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed
•	It may be useful to set out issues of securities on different dates as separate line items
“C”		315,636
*Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1*
“A” x 0.15 Note: number must be same as shown in Step 2		66,130,697
*Subtract* “C” Note: number must be same as shown in Step 3		(315,636)
*Total* [“A” x 0.15] – “C”		65,815,061 [Note: this is the remaining placement capacity under rule 7.1]

+ See chapter 19 for defined terms.

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Part 2


Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1		Not applicable
*Step 2: Calculate 10% of “A”*
“D”		0.10 Note: this value cannot be changed
*Multiply* “A” by 0.10		Not applicable
*Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used*
*Insert* number of ⁺equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes:		Not applicable
•	This applies to equity securities – not just ordinary securities
•	Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed
•	Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained
•	It may be useful to set out issues of securities on different dates as separate line items
“E”		Not applicable

+ See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10

Note: number must be same as shown in Step 2

Not applicable

Subtract “E”

Note: number must be same as shown in Step 3

Not applicable

Total [“A” x 0.10] – “E”

Not applicable

Note: this is the remaining placement capacity under rule 7.1A

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 12