UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of July 2017
1-15240
(Commission File Number)
JAMES HARDIE INDUSTRIES plc
(Translation of registrants name into English)
Europa House, Second Floor
Harcourt Centre
Harcourt Street, Dublin 2, Ireland
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or
Form 40-F.
Form 20-F..X.... Form 40-F.........
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Not Applicable
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Not Applicable
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This Form 6-K contains forward-looking statements. James Hardie Industries plc (the company) may from time to time make forward-looking statements in its periodic reports filed with or furnished to the Securities and Exchange Commission, on Forms 20-F and 6-K, in its annual reports to shareholders, in offering circulars, invitation memoranda and prospectuses, in media releases and other written materials and in oral statements made by the companys officers, directors or employees to analysts, institutional investors, existing and potential lenders, representatives of the media and others. Statements that are not historical facts are forward-looking statements and such forward-looking statements are statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Examples of forward-looking statements include:
| statements about the companys future performance; |
| projections of the companys results of operations or financial condition; |
| statements regarding the companys plans, objectives or goals, including those relating to strategies, initiatives, competition, acquisitions, dispositions and/or its products; |
| expectations concerning the costs associated with the suspension or closure of operations at any of the companys plants and future plans with respect to any such plants; |
| expectations concerning the costs associated with the significant capital expenditure projects at any of the companys plants and future plans with respect to any such projects; |
| expectations regarding the extension or renewal of the companys credit facilities including changes to terms, covenants or ratios; |
| expectations concerning dividend payments and share buy-backs; |
| statements concerning the companys corporate and tax domiciles and structures and potential changes to them, including potential tax charges; |
| statements regarding tax liabilities and related audits, reviews and proceedings; |
| statements regarding the possible consequences and/or potential outcome of legal proceedings brought against us and the potential liabilities, if any, associated with such proceedings; |
| expectations about the timing and amount of contributions to AICF, a special purpose fund for the compensation of proven Australian asbestos-related personal injury and death claims; |
| expectations concerning the adequacy of the companys warranty provisions and estimates for future warranty-related costs; |
| statements regarding the companys ability to manage legal and regulatory matters (including but not limited to product liability, environmental, intellectual property and competition law matters) and to resolve any such pending legal and regulatory matters within current estimates and in anticipation of certain third-party recoveries; and |
| statements about economic conditions, such as changes in the US economic or housing market conditions or changes in the market conditions in the Asia Pacific region, the levels of new home construction and home renovations, unemployment levels, changes in consumer income, changes or stability in housing values, the availability of mortgages and other financing, mortgage and other interest rates, housing affordability and supply, the levels of foreclosures and home resales, currency exchange rates, and builder and consumer confidence. |
Words such as believe, anticipate, plan, expect, intend, target, estimate, project, predict, forecast, guideline, aim, will, should, likely, continue, may, objective, outlook and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Readers are cautioned not to place undue reliance on these forward-looking statements and all such forward-looking statements are qualified in their entirety by reference to the following cautionary statements.
Forward-looking statements are based on the companys current expectations, estimates and assumptions and because forward-looking statements address future results, events and conditions, they, by their very nature, involve inherent risks and uncertainties, many of which are unforeseeable and beyond the companys control. Such known and unknown risks, uncertainties and other factors may cause actual results, performance or other achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by these forward-looking statements. These factors, some of which are discussed under Risk Factors in Section 3 of the Form 20-F filed with the Securities and Exchange Commission on 18 May 2017, include, but are not limited to: all matters relating to or arising out of the prior manufacture of products that contained asbestos by current and former company subsidiaries; required contributions to AICF, any shortfall in AICF and the effect of currency exchange rate movements on the amount recorded in the companys financial statements as an asbestos liability; governmental loan facility to AICF; compliance with and changes in tax laws and treatments; competition and product pricing in the markets in which the company operates; the consequences of product failures or defects; exposure to environmental, asbestos, putative consumer class action or other legal proceedings; general economic and market conditions; the supply and cost of raw materials; possible increases in competition and the potential that competitors could copy the companys products; reliance on a small number of customers; a customers inability to pay; compliance with and changes in environmental and health and safety laws; risks of conducting business internationally; compliance with and changes in laws and regulations; currency exchange risks; dependence on customer preference and the concentration of the companys customer base on large format retail customers, distributors and dealers; dependence on residential and commercial construction markets; the effect of adverse changes in climate or weather patterns; possible inability to renew credit facilities on terms favorable to the company, or at all; acquisition or sale of businesses and business segments; changes in the companys key management
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personnel; inherent limitations on internal controls; use of accounting estimates; and all other risks identified in the companys reports filed with Australian, Irish and US securities regulatory agencies and exchanges (as appropriate). The company cautions you that the foregoing list of factors is not exhaustive and that other risks and uncertainties may cause actual results to differ materially from those referenced in the companys forward-looking statements. Forward-looking statements speak only as of the date they are made and are statements of the companys current expectations concerning future results, events and conditions. The company assumes no obligation to update any forward-looking statements or information except as required by law.
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Exhibit No. |
Description | |
99.1 | Substantial Holding Notice 13 July 2017 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
James Hardie Industries plc | ||
Date: 17 July 2017 |
By: /s/ Natasha Mercer | |
Natasha Mercer | ||
Company Secretary |
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Exhibit No. |
Description | |
99.1 | Substantial Holding Notice 13 July 2017 |
Exhibit 99.1
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James Hardie Industries plc Europa House 2nd Floor, Harcourt Centre Harcourt Street, Dublin 2, Ireland
T: +353 (0) 1 411 6924 F: +353 (0) 1 479 1128 |
13 July 2017
The Manager
Company Announcements Office
Australian Securities Exchange Limited
20 Bridge Street
SYDNEY NSW 2000
Dear Sir/Madam
Substantial Holding Notice
As required under ASX Listing Rule 3.17.3 please see attached a copy of the substantial holding notice received by James Hardie on 12 July 2017.
Yours faithfully
Natasha Mercer
Company Secretary
James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at
Europa House, Harcourt Centre, Harcourt Street, Dublin 2, Ireland.
Directors: Michael Hammes (Chairman, USA), Brian Anderson (USA), Russell Chenu (Australia),
Andrea Gisle Joosen (Sweden), David Harrison (USA), Alison Littley (United Kingdom), James Osborne,
Steven Simms (USA), Rudy van der Meer (Netherlands).
Chief Executive Officer and Director: Louis Gries (USA)
Company number: 485719
ARBN: 097 829 895
STANDARD FORM TR-1
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1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii: James Hardie Industries PLC
2. Reason for the notification (please tick the appropriate box or boxes):
[✓] an acquisition or disposal of voting rights
[ ] an acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
[ ] an event changing the breakdown of voting rights
[ ] other
3. Full name of person(s) subject to the notification obligationiii: FIL Limited
4. Full name of shareholder(s) (if different from 3.)iv:
5. Date of the transaction and date on which the threshold is crossed or reachedv: 11 July 2017
6. Date on which issuer notified: 12 July 2017
7. Threshold(s) that is/are crossed or reached: 3%
8. Notified details:
A) Voting rights attached to shares
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Class/type of shares (if possible using the ISIN CODE) | Situation previous to the Triggering transaction vi | Resulting situation after the triggering transactionvii | ||||||||||||
Number of Sharesviii | Number of Voting rightsix | Number of sharesx | Number of voting rightsxi | % of voting rights | ||||||||||
Indirect | Directxii | Indirectxiii | Direct | Indirect | ||||||||||
AU000000JHX1 | 13,277,323 | 13,277,323 | Below 3% | Below 3% | Below 3% | |||||||||
SUBTOTAL A (based on aggregate voting rights) | 13,277,323 | 13,277,323 | Below 3% | Below 3% | Below 3% |
B) Financial Instruments
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Resulting situation after the triggering transactionxiv
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Type of financial instrument | Expiration Datexv | Exercise/Conversion Period/ Datexvi |
Number of voting rights that may be acquired if the instrument is exercised/converted | % of voting rights | ||||
SUBTOTAL B (in relation to all expiration dates) |
Total (A+B) |
number of voting rights |
% of voting rights | ||
Below 3% | Below 3% |
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicablexviii:
Controlled Undertaking |
Percentage Holding | |
FIL INVESTMENT MANAGEMENT (SINGAPORE) LIMITED |
Below 3% | |
FIL INVESTMENT MANAGEMENT (AUSTRALIA) LIMITED |
Below 3% | |
FIL LIMITED |
Below 3% | |
FIL PENSION MANAGEMENT |
Below 3% | |
Grand Total |
Below 3% |
10. In case of proxy voting
11. Additional information:
Notes to Form TR-1
i This form is to be sent to the issuer or underlying issuer and to be filed with the competent authority.
ii Either the full name of the legal entity or another method for identifying the issuer or underlying issuer, provided it is reliable and accurate.
iii This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC; (c) all the parties to the agreement referred to in Article 10 (a) of that Directive, or (d) the holder of financial instruments entitled to acquire shares already issued to which voting rights are attached, as appropriate.
In relation to the transactions referred to in points (b) to (h) of Article 10 of that Directive, the following list is provided as indication of the persons who should be mentioned:
- in the circumstances foreseen in letter (b) of Article 10 of that Directive, the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;
- in the circumstances foreseen in letter (c) of Article 10 of that Directive, the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;
- in the circumstances foreseen in letter (d) of Article 10 of that Directive, the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;
- in the circumstances foreseen in letter (e) of Article 10 of that Directive, the controlling natural person or legal entity and, provided it has a notification duty at an individual level under Article 9, under letters (a) to (d) of Article 10 of that Directive or under a combination of any of those situations, the controlled undertaking;
- in the circumstances foreseen in letter (f) of Article 10 of that Directive, the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;
- in the circumstances foreseen in letter (g) of Article 10 of that Directive, the natural person or legal entity that controls the voting rights;
- in the circumstances foreseen in letter (h) of Article 10 of that Directive, the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion.
iv Applicable in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC. This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Article 10 of that Directive unless the holdings of the shareholder would be lower than 5% of the total number of voting rights.
v The date of the transaction should normally be, in the case of an on exchange transaction, the date on which the matching of orders occurs; in the case of an off exchange transaction, date of the entering into an agreement.
The date on which threshold is crossed should normally be the date on which the acquisition, disposal or possibility to exercise voting rights takes effect. For passive crossings, the date when the corporate event took effect.
vi Please refer to the situation disclosed in the previous notification. In case the situation previous to the triggering transaction was below 3%, please state below 3%.
vii If the holding has fallen below the minimum threshold, the notifying party should not be obliged to disclose the extent of the holding, only that the new holding is below 3%.
For the case provided for in Article 10(a) of Directive 2004/109/EC, there should be no disclosure of individual holdings per party to the agreement unless a party individually crosses or reaches an Article 9 threshold. This applies upon entering into, introducing changes to or terminating an agreement.
viii To be used in Member States where applicable.
ix Direct and indirect.
x To be used in Member States where applicable.
xi In case of combined holdings of shares with voting rights attached direct holding and voting rights indirect holding, please split the voting rights number and percentage into the direct and indirect columns if there is no combined holdings, please leave the relevant box blank.
xii Voting rights attached to shares held by the notifying party (Article 9 of Directive 2004/109/EC).
xiii Voting rights held by the notifying party independently of any holding of shares (Article 10 of Directive 2004/109/EC).
xiv If the holding has fallen below the minimum threshold, the notifying party should not be obliged to disclose the extent of the holding, only that the new holding is below 3%.
xv Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.
xvii If the financial instrument has such a period please specify this period for example once every 3 months starting from [date].
xviii The notification should include the name(s) of the controlled undertakings through which the voting rights are held. The notification should also include the
amount of voting rights and the percentage held by each controlled undertaking, insofar as individually the controlled undertaking holds 3% or more, and insofar as the notification by the parent undertaking is intended to cover the
notification obligations of the controlled undertaking.