Share Capital and Reserves

12 Months Ended

Dec. 31, 2019

31. Share Capital and Reserves


Equity share capital	2019						2018
	Ordinary Shares of € 0.32 each (i)			Income Shares of € 0.02 each (ii)			Ordinary Shares of € 0.32 each (i)		Income Shares of € 0.02 each (ii)
Authorised
At 1 January and 31 December ( € m)		400			25			400		25

Number of Shares at 1 January and 31 December (millions)		1,250			1,250			1,250		1,250

Allotted, called-up and fully paid
At 1 January ( € m)		272			15			271		15
Cancellation of Treasury Shares (iii)		(14	)		(1	)		-		-
Performance Share Plan Awards		-			-			1		-
At 31 December ( € m)		258			14			272		15

The movement in the number of shares (expressed in millions) during the financial year was as follows:

At 1 January		843			843			839		839
Cancellation of Treasury Shares (iii)		(44	)		(44	)		-		-
Performance Share Plan Awards		-			-			2		2
Issue of scrip shares in lieu of cash dividends (iv)		-			-			2		2
At 31 December		799			799			843		843

(i)	The Ordinary Shares represent 93.71% of the total issued share capital.

(ii)

The Income Shares, which represent 5.86% of the total issued share capital, were created on 29 August 1988 for the express purpose of giving shareholders the choice of receiving dividends on either their Ordinary Shares or on their Income Shares (by notice of election to the Company). The Income Shares carried a different tax credit to the Ordinary Shares. The creation of the Income Shares was achieved by the allotment of fully paid Income Shares to each shareholder equal to his/her holding of Ordinary Shares but the shareholder is not entitled to an Income Share certificate, as a certificate for Ordinary Shares is deemed to include an equal number of Income Shares and a shareholder may only sell, transfer or transmit Income Shares with an equivalent number of Ordinary Shares. Income Shares carry no voting rights. Due to changes in Irish tax legislation since the creation of the Income Shares, dividends on the Company’s shares no longer carry a tax credit. As elections made by shareholders to receive dividends on their holding of Income Shares were no longer relevant, the Articles of Association were amended on 8 May 2002 to cancel such elections.

(iii)

During 2019 43,750,000 Ordinary Shares (including Income Shares) were cancelled. The amount paid to repurchase these shares was initially recognised in Treasury Shares/own shares and was transferred to retained income on cancellation.

(iv)	Issue of scrip shares in lieu of cash dividends:


	Number of shares				Price per share
	2018		2017		2018		2017
May 2018: Final 2017 dividend (2017: Final 2016 dividend)		1,841,430		433,046	€	27.47	€	33.08
September 2018: Interim 2018 dividend (2017: Interim 2017 dividend)		-		2,130,496		-	€	29.24
Total		1,841,430		2,563,542

In 2019, the Final 2018 and Interim 2019 dividends were paid wholly in cash in May and September respectively. The Interim 2018 dividends were also paid wholly in cash in September 2018.

Share schemes

The aggregate number of shares which may be committed for issue in respect of any share option scheme, savings-related share option scheme, share participation scheme, performance share plan or any subsequent option scheme or share plan, may not exceed 10% of the issued ordinary share capital from time to time.

Share option schemes

Details of share options granted under the Company’s Share Option Schemes and the terms attaching thereto are provided in note 9 to the financial statements. Under these schemes, options over a total of 1,147,149 Ordinary Shares were exercised during the financial year (2018: 796,944; 2017: 1,589,335).


	Number of shares
	2019		2018		2017
Options exercised during the year (satisfied by the issue of new shares)		-		496,661		1,589,335
Options exercised during the year (satisfied by the reissue of Treasury Shares)		1,147,149		300,283		-
Total		1,147,149		796,944		1,589,335

Share participation schemes

As at 31 December 2019, 8,174,578 (2018: 8,025,732) Ordinary Shares had been appropriated to participation schemes. In 2019, the appropriation was satisfied by the purchase of 148,846 shares (2018: 59,666 satisfied by the issue of new shares; 103,650 by the re-issue of Treasury Shares). The Ordinary Shares appropriated pursuant to these schemes were issued at market value on the dates of appropriation). The shares issued pursuant to these schemes are excluded from the scope of IFRS 2 and are hence not factored into the expense computation and the associated disclosures in note 9.


Preference share capital	5% Cumulative Preference Shares of € 1.27 each				7% ‘A’ Cumulative Preference Shares of € 1.27 each
	Number of Shares ‘000s		€ m		Number of Shares ‘000s		€ m
Authorised
At 1 January 2019 and 31 December 2019		150		-		872		1

Allotted, called-up and fully paid
At 1 January 2019 and 31 December 2019		50		-		872		1

There was no movement in the number of cumulative preference shares in either the current or the prior year.

The holders of the 5% Cumulative Preference Shares are entitled to a fixed cumulative preference dividend at a rate of 5% per annum and priority in a

winding-up

to repayment of capital, but have no further right to participate in profits or assets and are not entitled to be present or vote at general meetings unless their dividend is in arrears. Dividends on the 5% Cumulative Preference Shares are payable half-yearly on 15 April and 15 October in each year. The 5% Cumulative Preference Shares represent 0.02% of the total issued share capital.

The holders of the 7% ‘A’ Cumulative Preference Shares are entitled to a fixed cumulative preference dividend at a rate of 7% per annum, and subject to the rights of the holders of the 5% Cumulative Preference Shares, priority in a

winding-up

to repayment of capital, but have no further right to participate in profits or assets and are not entitled to be present or vote at general meetings unless their dividend is in arrears or unless the business of the meeting includes certain matters, which are specified in the Articles of Association. Dividends on the 7% ‘A’ Cumulative Preference Shares are payable half-yearly on 5 April and 5 October in each year. The 7% ‘A’ Cumulative Preference Shares represent 0.41% of the total issued share capital.


Treasury Shares/own shares	2019 € m		2018 € m
At 1 January		(792)		(15)
New Shares allotted to the Employee Benefit Trust (own shares)		-		(56)
Own Shares released by the Employee Benefit Trust under the 2014 Performance Share Plan		62		56
Shares acquired by CRH plc (Treasury Shares) (i)		(791)		(789)
Shares acquired by Employee Benefit Trust (own shares)		(61)		(3)
Treasury Shares/own shares reissued (ii)		35		15
Cancellation of Treasury Shares		1,222		-
At 31 December		(325)		(792)

Notes (i) to (ii) are set out overleaf.

The movement in the number of Treasury Shares/own shares during the financial year was as follows:


	Number of shares
	2019		2018
At 1 January		27,843,927		391,757
New Shares allotted to the Employee Benefit Trust (own shares)		-		2,034,112
Own Shares released by the Employee Benefit Trust under the 2014 Performance Share Plan		(2,256,986)		(2,034,112)
Shares acquired by CRH plc (Treasury Shares) (i)		27,357,116		27,901,471
Shares acquired by Employee Benefit Trust (own shares)		2,189,448		108,377
Treasury Shares/own shares reissued (ii)		(1,147,149)		(557,678)
Cancellation of Treasury Shares		(43,750,000)		-
At 31 December		10,236,356		27,843,927

Split of Treasury Shares/own shares (iii)
Treasury Shares		10,011,353		27,551,386
Own shares		225,003		292,541
		10,236,356		27,843,927

(i)

In April 2018, CRH announced its intention to introduce a share repurchase programme (the ‘Programme’) to repurchase Ordinary Shares (including Income Shares) of up to

€

1 billion. During 2018, CRH repurchased a total of 27,901,471 Ordinary Shares under the Programme, returning a total of

€

0.8 billion in cash to shareholders. The Programme was extended in 2019, with CRH repurchasing a total of 27,357,116 Ordinary Shares in 2019 and returning a further

€

0.8 billion to shareholders. As at 31 December 2019, a total of

€

1.6 billion cash has been returned to shareholders under the Programme.

On 7 January 2020, CRH announced a further extension of the Programme for an additional

€

200 million.

(ii)

These reissued Treasury Shares were previously purchased at an average price of

€

30.56 (2018:

€

27.96).

(iii)

As at the balance sheet date, the nominal value of the Treasury Shares and own shares was

€

3.4 million and

€

0.1 million respectively (2018:

€

9.4 million and

€

0.1 million respectively). Dividends have been waived by the Trustees of the own shares.


Reconciliation of shares issued to net proceeds	2018 € m		2017 € m
Shares issued at nominal amount:
- Performance Share Plan Awards		1		1
- scrip shares issued in lieu of cash dividends		-		1
Premium on shares issued		117		180
Total value of shares issued		118		182
Issue of scrip shares in lieu of cash dividends (note 13)		(51)		(77)
Shares allotted to the Employee Benefit Trust (vi)		(56)		(63)
Net proceeds from issue of shares		11		42

(vi)

In 2018 and 2017, shares were

allotted/re-issued

to the Employee Benefit Trust to satisfy the vesting and release of awards under the 2014 Performance Share Plan to qualifying employees. An increase in nominal Share Capital and Share Premium of

€

56 million and

€

63 million, respectively, arose on the allotment to the Employee Benefit Trust. No such allotment occured during 2019.



Share premium	2019 € m	2018 € m
At 1 January	6,534	6,417
Premium arising on shares issued	-	117
At 31 December	6,534	6,534