SC 13G

0001193125-17-041796.txt : 20170214 0001193125-17-041796.hdr.sgml : 20170214 20170214062203 ACCESSION NUMBER: 0001193125-17-041796 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 GROUP MEMBERS: COLONIAL FIRST STATE ASSET MANAGEMENT (AUSTRALIA) LTD GROUP MEMBERS: COLONIAL FIRST STATE GROUP LTD GROUP MEMBERS: COLONIAL HOLDING CO LTD GROUP MEMBERS: COMMONWEALTH INSURANCE HOLDINGS LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: James Hardie Industries plc CENTRAL INDEX KEY: 0001159152 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK [3272] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80607 FILM NUMBER: 17602226 BUSINESS ADDRESS: STREET 1: 2ND FLOOR EUROPA HOUSE STREET 2: HARCOURT CENTRE HARCOURT STREET CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 353 1 4116924 MAIL ADDRESS: STREET 1: 2ND FLOOR EUROPA HOUSE STREET 2: HARCOURT CENTRE HARCOURT STREET CITY: DUBLIN STATE: L2 ZIP: 2 FORMER COMPANY: FORMER CONFORMED NAME: JAMES HARDIE INDUSTRIES SE DATE OF NAME CHANGE: 20100219 FORMER COMPANY: FORMER CONFORMED NAME: JAMES HARDIE INDUSTRIES N.V. DATE OF NAME CHANGE: 20090508 FORMER COMPANY: FORMER CONFORMED NAME: HARDIE JAMES INDUSTRIES NV DATE OF NAME CHANGE: 20010914 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH BANK OF AUSTRALIA CENTRAL INDEX KEY: 0000008565 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: GROUND FLOOR, TOWER 1 STREET 2: 201 SUSSEX STREET CITY: SYDNEY, NSW STATE: C3 ZIP: 2000 BUSINESS PHONE: (61-2) 9118 1335 MAIL ADDRESS: STREET 1: GROUND FLOOR, TOWER 1 STREET 2: 201 SUSSEX STREET CITY: SYDNEY, NSW STATE: C3 ZIP: 2000 SC 13G 1 d348889dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

JAMES HARDIE INDUSTRIES PLC

(Name of Issuer)

Common Stock

(Title of Class of Securities)

47030M106

(CUSIP Number)

December 31, 2016

Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒	Rule 13d-1(b)

☐	Rule 13d-1(c)

☐	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Commonwealth Bank of Australia
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Australian Capital Territory, Commonwealth of Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 28,849,383^*
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 28,849,383^*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,849,383^*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.54% (based on 440,841,479 shares outstanding, per Form 6-K, ,filed on December 27, 2016)
12.	TYPE OF REPORTING PERSON BK/HC

*	Held in the form of CHESS Depository Interests (“CDIs”), with 1 CDI representing 1 share of Common Stock


CUSIP NO. 47030M106		13G		Page 3 of 14


1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Colonial Holding Company Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION New South Wales, Commonwealth of Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 28,728,886^*
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 28,728,886^*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,728,886^*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.52% (based on 440,841,479 shares outstanding, per Form 6-K, ,filed on December 27, 2016)
12.	TYPE OF REPORTING PERSON HC

*	Held in the form of CHESS Depository Interests (“CDIs”), with 1 CDI representing 1 share of Common Stock


CUSIP NO. 47030M106		13G		Page 4 of 14


1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Commonwealth Insurance Holdings Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION New South Wales, Commonwealth of Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 28,728,886^*
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 28,728,886^*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,728,886^*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.52% (based on 440,841,479 shares outstanding, per Form 6-K, ,filed on December 27, 2016)
12.	TYPE OF REPORTING PERSON HC

*	Held in the form of CHESS Depository Interests (“CDIs”), with 1 CDI representing 1 share of Common Stock


CUSIP NO. 47030M106		13G		Page 5 of 14


1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Colonial First State Group Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Victoria, Commonwealth of Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 22,233,997^*
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 22,233,997^*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,233,997^*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.04% (based on 440,841,479 shares outstanding, per Form 6-K, ,filed on December 27, 2016)
12.	TYPE OF REPORTING PERSON HC

*	Held in the form of CHESS Depository Interests (“CDIs”), with 1 CDI representing 1 share of Common Stock


CUSIP NO. 47030M106		13G		Page 6 of 14


1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Colonial First State Asset Management (Australia) Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION New South Wales, Commonwealth of Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 21,642,222^*
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 21,642,222^*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,642,222*
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 4.91% (based on 440,841,479 shares outstanding, per Form 6-K, ,filed on December 27, 2016)
12.	TYPE OF REPORTING PERSON IA

*	Held in the form of CHESS Depository Interests (“CDIs”), with 1 CDI representing 1 share of Common Stock


CUSIP NO. 47030M106		13G		Page 7 of 14

Item 1(a)

Name of Issuer: JAMES HARDIE INDUSTRIES plc

Item 1(b)

Address of Issuer’s Principal Executive Offices:

Europa House, Second Floor

Harcourt Centre

Harcourt Street, Dublin 2, Ireland

Item 2(a)

Name of Person Filing

Item 2(b)

Address of Principal Business Office

Item 2(c)

Citizenship

Commonwealth Bank of Australia

Ground Floor, Tower 1

201 Sussex Street

Sydney, New South Wales, 2000

Commonwealth of Australia

Australian Capital Territory

Colonial Holding Company Limited

Ground Floor, Tower 1

201 Sussex Street

Sydney, New South Wales, 2000.

Commonwealth of Australia

New South Wales

Commonwealth Insurance Holdings Limited

Ground Floor, Tower 1

201 Sussex Street

Sydney, New South Wales, 2000

Commonwealth of Australia

New South Wales

Colonial First State Group Limited

Ground Floor, Tower 1

201 Sussex Street

Sydney, New South Wales, 2000

Commonwealth of Australia

Victoria

Colonial First State Asset Management (Australia) Limited

Ground Floor, Tower 1

201 Sussex Street

Sydney, New South Wales, 2000

Commonwealth of Australia

New South Wales

Item 2(d)

Title of Class of Securities:

Common Stock


CUSIP NO. 47030M106		13G		Page 8 of 14

Item 2(e)

CUSIP Number: 47030M106

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under Section 15 of the Exchange Act;
(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act;
(c)	☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act;
(d)	☐	Investment company registered under Section 8 of the Investment Company Act;
(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	☒	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	☒	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: Colonial First State Asset Management (Australia) Limited is an investment adviser registered pursuant to the law of the jurisdiction in which it is located.

If this statement is filed pursuant to Rule 13d-1(c), check this box: ☐

Item 4

Ownership:

(a)

Amount beneficially owned:

Incorporated by reference to Item 9 of the cover page pertaining to each reporting person.

(b)

Percent of Class:

Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:

Incorporated by reference to Item 5 of the cover page pertaining to each reporting person.


CUSIP NO. 47030M106		13G		Page 9 of 14

(ii)

shared power to vote or to direct the vote:

Incorporated by reference to Item 6 of the cover page pertaining to each reporting person.

(iii)

sole power to dispose or to direct the disposition of:

Incorporated by reference to Item 7 of the cover page pertaining to each reporting person.

(iv)

shared power to dispose or to direct the disposition of:

Incorporated by reference to Item 8 of the cover page pertaining to each reporting person.

Item 5

Ownership of Five Percent or Less of a Class:

As of the date hereof, Colonial First State Asset Management (Australia) Limited is no longer the beneficial owner of more than five percent of the class of securities reported herein.

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

See Exhibit 99.2.

Item 8

Identification and Classification of Members of the Group:

Not Applicable.

Item 9

Notice of Dissolution of Group:

Not Applicable.


CUSIP NO. 47030M106		13G		Page 10 of 14

Item 10

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. I also certify that, to the best of my knowledge and belief, the foreign regulatory schemes applicable to the relevant subsidiaries referenced in Exhibit 99.2 to this Schedule 13G are substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s), and that I undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.


CUSIP NO. 47030M106		13G		Page 11 of 14

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 14 day of February, 2017.


Commonwealth Bank of Australia

By:		/s/ Taryn Morton
Name: Taryn Morton
Title: Company Secretary

Colonial Holding Company Limited

By:		/s/ Warwick Bryan
Name: Warwick Bryan
Title: Director

Commonwealth Insurance Holdings Limited

By:		/s/ Warwick Bryan
Name: Warwick Bryan
Title: Director

Colonial First State Group Limited

By:		/s/ Andrew Morgan
Name: Andrew Morgan
Title: Director

Colonial First State Asset Management (Australia) Limited

By:		/s/ Mark Lazberger
Name: Mark Lazberger
Title: Director


CUSIP NO. 47030M106		13G		Page 12 of 14

INDEX TO EXHIBITS


Exhibit No.		Exhibit

99.1		Joint Filing Agreement

99.2		Item 7 Information

EX-99.1 2 d348889dex991.htm EX-99.1 EX-99.1

Exhibit 99.1


CUSIP NO. 47030M106		13G		Page 13 of 14

Joint Filing Agreement

February 14 , 2017

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, Commonwealth Bank of Australia, Colonial Holding Company Limited, Commonwealth Insurance Holdings Limited, Colonial First State Group Limited and Colonial First State Asset Management (Australia) Limited each hereby agree to the joint filing of this statement on Schedule 13G (including any and all amendments hereto). In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. A copy of this Agreement shall be attached as an exhibit to the Statement on Schedule 13G filed on behalf of each of the parties hereto, to which this Agreement relates.

This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.


Commonwealth Bank of Australia

By:		/s/ Taryn Morton
Name: Taryn Morton
Title: Company Secretary

Colonial Holding Company Limited

By:		/s/ Warwick Bryan
Name: Warwick Bryan
Title: Director

Commonwealth Insurance Holdings Limited

By:		/s/ Warwick Bryan
Name: Warwick Bryan
Title: Director

Colonial First State Group Limited

By:		/s/ Andrew Morgan
Name: Andrew Morgan
Title: Director

Colonial First State Asset Management (Australia) Limited

By:		/s/ Mark Lazberger
Name: Mark Lazberger
Title: Director

EX-99.2 3 d348889dex992.htm EX-99.2 EX-99.2

Exhibit 99.2


CUSIP NO. 47030M106		13G		Page 14 of 14

Item 7 Information

The securities being reported on by the reporting persons herein as parent holding companies are owned, or may be deemed to be beneficially owned as follows:


Company		Type of Company.
Commonwealth Bank Officers Superannuation Corporation Pty Limited		IA (AU registered)
Avanteos Investments Limited		IA (AU registered)
Colonial First State Investments Limited		IA (AU registered)
Realindex Investment Pty Limited		IA (AU registered)