EX-99.1

Number of ⁺securities for which ⁺quotation is sought

Not applicable

⁺Class of ⁺securities for which quotation is sought

Not applicable

EX-99.1 2 d24304dex991.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

Two separate issuances:

A) Ordinary shares/CUFS issued on vesting of Restricted Stock Units (RSUs); and

B) RSUs granted:

· Returned on Capital Employed (ROCE) RSUs are contractual entitlements to be issued ordinary shares/CUFS upon satisfaction of certain conditions; and

· Relative Total Shareholder Return (TSR) RSUs are contractual entitlements to be issued ordinary shares/CUFS upon satisfaction of certain conditions.

+ See chapter 19 for defined terms.


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New issue announcement


2	Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued		Total of 1,436,716 securities, broken down as follows: A) RSUs vesting: 353,511 ordinary shares/CUFS; and B) RSUs granted on 16 September 2015 (US time): 1,083,205.

3	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)		A) RSUs vesting: 353,511 ordinary shares/CUFS issued on vesting of RSUs; and B) Two separate tranches of RSUs granted: · 503,943 ROCE RSUs, a proportion of which will vest on 16 June 2018 depending on JHIplc’s ROCE performance and negative discretion applied by the Remuneration Committee; and · 579,262 Relative TSR RSUs, which will vest between 3 and 4.5 years from the date of grant depending on JHIplc’s TSR performance relative to its peer group. Upon vesting, the holder of an RSU will be entitled to be issued one ordinary share/CUFS for each RSU held.

4	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:		A) Yes, ordinary shares/CUFS issued on vesting of RSUs rank equally with issued ordinary shares/CUFS; and B) RSUs granted: Not applicable.
	·	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

+ See chapter 19 for defined terms.


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New issue announcement


5	Issue price or consideration	A) 353,511 RSUs vesting: No amount payable; and B) RSUs granted: No cash consideration was paid.

6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	A) Vesting of RSUs; and B) RSUs granted: · Grant of ROCE RSUs, under the 2006 LTI Plan as part of the LTI received by senior executives for FY16; and · Grant of Relative TSR RSUs, under the 2006 LTI Plan as part of the LTI received by senior executives for FY16.

6a	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

6b	The date the security holder resolution under rule 7.1A was passed	Not applicable

6c	Number of ⁺securities issued without security holder approval under rule 7.1	Not applicable

6d	Number of ⁺securities issued with security holder approval under rule 7.1A	Not applicable

6e	Number of ⁺securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	Not applicable

6f	Number of ⁺securities issued under an exception in rule 7.2	A) Vesting of RSUs: 353,511; and B) RSUs granted: 1,083,205.

+ See chapter 19 for defined terms.


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New issue announcement


6g	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

6h	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

6i	Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements	Not applicable

7	⁺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.	17 September 2015

		Number	⁺Class
8	Number and ⁺class of all ⁺securities quoted on ASX (including the ⁺securities in section 2 if applicable)	446,852,607	Ordinary shares/CUFS

		Number	⁺Class
9	Number and ⁺class of all ⁺securities not quoted on ASX (including the ⁺securities in section 2 if applicable)	332,213 4,003,886 No Stock Options or RSUs have been cancelled.	Options Restricted Stock Units

10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	A) RSUs vested: Ordinary shares/CUFS issued on vesting of RSUs rank for dividends equally with issued ordinary shares/CUFS; and B) RSUs granted: Do not rank for dividends.

+ See chapter 19 for defined terms.


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Part 2 - Pro rata issue


11	Is security holder approval required?	Not applicable

12	Is the issue renounceable or non-renounceable?	Not applicable

13	Ratio in which the +securities will be offered	Not applicable

14	+Class of +securities to which the offer relates	Not applicable

15	+Record date to determine entitlements	Not applicable

16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not applicable

17	Policy for deciding entitlements in relation to fractions	Not applicable

18	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

19	Closing date for receipt of acceptances or renunciations	Not applicable

20	Names of any underwriters	Not applicable

21	Amount of any underwriting fee or commission	Not applicable

22	Names of any brokers to the issue	Not applicable

23	Fee or commission payable to the broker to the issue	Not applicable

+ See chapter 19 for defined terms.


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New issue announcement


24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	Not applicable

25	If the issue is contingent on security holders’ approval, the date of the meeting	Not applicable

26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	Not applicable

27	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


28	Date rights trading will begin (if applicable)	Not applicable

29	Date rights trading will end (if applicable)	Not applicable

30	How do security holders sell their entitlements in full through a broker?	Not applicable

31	How do security holders sell part of their entitlements through a broker and accept for the balance?	Not applicable

32	How do security holders dispose of their entitlements (except by sale through a broker)?	Not applicable

33	⁺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)	x	⁺Securities described in Part 1

+ See chapter 19 for defined terms.


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(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

37	¨	A copy of any trust deed for the additional ⁺securities

Entities that have ticked box 34(b)

+ See chapter 19 for defined terms.


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New issue announcement


40	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

41	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
42	Number and ⁺class of all ⁺securities quoted on ASX (including the ⁺securities in clause 38)	Not applicable	Not applicable

+ See chapter 19 for defined terms.


Appendix 3B Page 8		04/03/2013

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New issue announcement

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.


Sign here:	/s/ Natasha Mercer	Date: 17 September 2015
	Company Secretary

Print name:	Natasha Mercer

== == == == ==

⁺ See chapter 19 for defined terms.


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