James Hardie Industries plc 6-K, filed Mar 28, 2022
James Hardie Industries plc (JHX)
6-K
2022-03-28
For: 2022-03-25
View Original
Added on
April 06, 2026
About this 6-K
James Hardie Industries plc filed this 6-K on March 28, 2022.
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 March 2022
1-15240
(Commission File Number)
JAMES HARDIE INDUSTRIES plc
(Translation of registrant’s name into English)
Europa House, Second Floor
Harcourt Centre
Harcourt Street, Dublin 2, D02, WR20, 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
TABLE OF CONTENTS
2
Forward-Looking Statements
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 company’s 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 company’s future performance;
•projections of the company’s results of operations or financial condition;
•statements regarding the company’s 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 company’s 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 company’s plants and future plans with respect to any such projects;
•expectations regarding the extension or renewal of the company’s credit facilities including changes to terms, covenants or ratios;
•expectations concerning dividend payments and share buy-backs;
•statements concerning the company’s corporate and tax domiciles and structures and potential changes to them, including potential tax charges;
•uncertainty from the expected discontinuance of LIBOR and transition to any other interest rate benchmark;
•statements regarding the effect and consequences of the COVID-19 public health crisis;
•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 company’s warranty provisions and estimates for future warranty-related costs;
•statements regarding the company’s 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 or housing market conditions in the regions in which we operate, including but not limited to, 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.
3
Forward-looking statements are based on the Company’s 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 Company’s 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 2021, 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 funding and the effect of currency exchange rate movements on the amount recorded in the Company’s financial statements as an asbestos liability; 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 Company’s products; 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 Company’s customer base; dependence on residential and commercial construction markets; the effect of adverse changes in climate or weather patterns; use of accounting estimates; risk and uncertainties arising out of the COVID-19 public health crisis, including the impact of COVID-19 on our business, sales, results of operations and financial condition and all other risks identified in the Company’s 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 Company’s forward-looking statements. Forward-looking statements speak only as of the date they are made and are statements of the Company’s 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.
4
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| JHX Plans for Future Capacity Expansion in Australia | ||||||||
| Application for quotation of securities - JHX | ||||||||
| Resignation of Director | ||||||||
| Appendix 3Z | ||||||||
5
SIGNATURES
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: 25 March 2022 | By: /s/ Joseph C. Blasko | |||||||
Joseph C. Blasko | ||||||||
General Counsel, Chief Compliance Officer and Company Secretary | ||||||||
6
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| JHX Plans for Future Capacity Expansion in Australia | ||||||||
| Application for quotation of securities - JHX | ||||||||
| Resignation of Director | ||||||||
| Appendix 3Z | ||||||||
7
Media Release 17 March 2022 Sydney, Australia 16 March 2022 Chicago, USA | Exhibit 99.1  | ||||
James Hardie Industries Plans for Future Capacity Expansion in Australia
Land acquired in Melbourne, Australia to Enable Continued Profitable Growth
James Hardie Industries plc (ASX: JHX; NYSE: JHX), the world’s #1 producer and marketer of high-performance fiber cement and fiber gypsum building solutions, is pleased to announce it has entered into an agreement to purchase land in Melbourne, Victoria, Australia to enable continued capacity expansion.
James Hardie acknowledges the Kulin Nations as the Traditional Owners and custodians of this land and pays respect to their Elders past and present. The greenfield site in Melbourne (“Melbourne Site”) is part of the group’s global strategic capacity expansion program and will be the fourth manufacturing site within James Hardie’s Asia Pacific manufacturing network. Currently there are manufacturing sites in Rosehill, NSW, Australia, Carol Park, Queensland, Australia and Cabuyao, Philippines.
Commenting on the Melbourne Site, Interim CEO Harold Wiens stated, “Adding a manufacturing site in the State of Victoria enables James Hardie to continue to meet the strong demand for our high value building solutions in the Asia Pacific region. As we continue our strategic focus on marketing directly to the homeowner and commercializing market-led innovations, this site will help us not only meet this demand but enable the manufacturing of new innovations and existing high-value products.”
LOGOS Group, one of Asia Pacific’s leading logistics property specialists, has been selected as the developer for the project. It is anticipated the Melbourne Site will begin production with one sheet machine by April 2025. Ultimately, we anticipate the Melbourne Site will be able to accommodate 2 sheet machines as well as additional manufacturing capabilities.
Similar to our existing 19 manufacturing sites around the globe, we believe the Melbourne Site will help to build a sustainable community in Victoria. We will source raw materials locally, deliver products locally, donate locally and employ locally. During construction, the Melbourne Site will generate an average 250 jobs per day, peaking at approximately 500 jobs per day. Once the first phase of works is completed, there will be 150 new fulltime jobs created which we anticipate will increase to 200 jobs, once the full project is completed. The Melbourne Site will generate multiple additional opportunities within the local community for professional and skilled labor to support site operations. The Melbourne Site will be able to directly deliver high value products to key growth markets both locally and internationally.
Forward-Looking Statements | ||
This Media Release contains forward-looking statements and information that are necessarily subject to risks, uncertainties, and assumptions. Many factors could cause the actual results, performance or achievements of James Hardie to be materially different from those expressed or implied in this release, including, among others, the risks and uncertainties set forth in Section 3 “Risk Factors” in James Hardie’s Annual Report on Form 20-F for the year ended 31 March 2021; changes in general economic, political, governmental and business conditions globally and in the countries in which James Hardie does business; changes in interest
| Media Release: James Hardie Industries Plans for Future Capacity Expansion in Australia | 1 | ||||
Media Release 17 March 2022 Sydney, Australia 16 March 2022 Chicago, USA | Exhibit 99.1 | ||||
rates; changes in inflation rates; changes in exchange rates; the level of construction generally; changes in cement demand and prices; changes in raw material and energy prices; changes in business strategy and various other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. James Hardie assumes no obligation to update or correct the information contained in this Media Release except as required by law.
This media release has been authorized by Mr. Jason Miele, Chief Financial Officer.
END
Investor/Media/Analyst Enquiries:
James Brennan-Chong
Director of Investor Relations and Market Intelligence
Telephone: +61 2 9638 9205
Email: media@jameshardie.com.au
James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at Europa House, 2nd Floor, Harcourt Centre, Harcourt Street, Dublin 2, D02 WR20, Ireland
| Media Release: James Hardie Industries Plans for Future Capacity Expansion in Australia | 2 | ||||
Application for quotation of +securities Application for quotation of +securities 1 / 7 Announcement Summary Entity name JAMES HARDIE INDUSTRIES PLC Announcement Type New announcement Date of this announcement Friday March 18, 2022 The +securities to be quoted are: Total number of +securities to be quoted ASX +security code Security description Number of +securities to be quoted Issue date JHX CHESS DEPOSITARY INTERESTS 1:1 1,539 14/03/2022 Refer to next page for full details of the announcement +Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer Exhibit 99.2
Application for quotation of +securities Application for quotation of +securities 2 / 7 Part 1 - Entity and announcement details 1.1 Name of entity JAMES HARDIE INDUSTRIES PLC We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules. 1.2 Registered number type ABN Registration number 49097829895 1.3 ASX issuer code JHX 1.4 The announcement is 1.5 Date of this announcement 18/3/2022 New announcement
Application for quotation of +securities Application for quotation of +securities 3 / 7 Part 2 - Type of Issue 2.1 The +securities to be quoted are: 2.2 The +securities to be quoted are: Additional +securities in a class that is already quoted on ASX ("existing class") +Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer
Application for quotation of +securities Application for quotation of +securities 4 / 7 Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B Additional +securities to be quoted in an existing class issued under an +employee incentive scheme FROM (Existing Class) ASX +security code and description JHXAK : RESTRICTED STOCK UNIT TO (Existing Class) ASX +security code and description JHX : CHESS DEPOSITARY INTERESTS 1:1 Please state the number of +securities issued under the +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer 1,539 Please provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms The terms of the James Hardie 2020 Non-Executive Director Equity Plan were summarised in the Notice of Meeting at Item 9 and the applicable Explanatory Notes. That publication is accessible at: https://ir.jameshardie.com.au/jh/shareholder_meetings.jsp Are any of these +securities being issued to +key management personnel (KMP) or an +associate Provide details of the KMP or +associates being issued +securities Name of KMP Name of registered holder Number of +securities Persio Lisboa Same 473 Anne Lloyd Same 167 Rada Rodriguez Same 246 Nigel Stein Same 241 Dean Seavers Same 412 Issue date Yes
Application for quotation of +securities Application for quotation of +securities 5 / 7 Issue date 14/3/2022 Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? Issue details Number of +securities to be quoted 1,539 Are the +securities being issued for a cash consideration? In what currency is the cash consideration being paid? USD - US Dollar What is the issue price per +security? USD 33.89000000 Any other information the entity wishes to provide about the +securities to be quoted Non-executive directors¿ fees can be applied to purchase the ADRs in accordance with the James Hardie 2020 Non-Executive Director Equity Plan Rules. Certain participants have elected to acquire ADRs in this way. Yes Yes
Application for quotation of +securities Application for quotation of +securities 6 / 7 Part 4 - Issued capital following quotation Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise: (A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.) 4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities subject of this application) ASX +security code and description Total number of +securities on issue JHX : CHESS DEPOSITARY INTERESTS 1:1 445,348,933 4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX) ASX +security code and description Total number of +securities on issue JHXAK : RESTRICTED STOCK UNIT 1,882,368
Application for quotation of +securities Application for quotation of +securities 7 / 7 Part 5 - Other Listing Rule requirements 5.1 Are the +securities being issued under an exception in Listing Rule 7.2 and therefore the issue does not need any security holder approval under Listing Rule 7.1? 5.1a Select the number of the applicable exception in Listing Rule 7.2 14 Yes
Exhibit 99.3
James Hardie Industries plc Europa House 2nd Floor, Harcourt Centre Harcourt Street, Dublin 2, D02 WR20, Ireland T: +353 (0) 1 411 6924 F: +353 (0) 1 479 1128 | |||||
23 March 2022
The Manager
Company Announcements Office
Australian Securities Exchange Limited
20 Bridge Street
SYDNEY NSW 2000
Dear Sir/Madam
Resignation of Director
In accordance with ASX Listing Rule 3.16.1, we hereby confirm that Mr Dean Seavers has resigned as a non-executive director of James Hardie Industries plc effective 21 March 2022 (US time).
Regards
Joseph C. Blasko
General Counsel & Company Secretary
This announcement has been authorised for release by the General Counsel and Company Secretary, Mr Joseph C. Blasko.
James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at Europa House 2nd Floor, Harcourt Centre, Harcourt Street, Dublin 2, D02 WR20, Ireland.
Directors: Michael Hammes (Executive Chairman, USA), Persio Lisboa (USA), Anne Lloyd (USA),
Rada Rodriguez (Sweden), Suzanne B. Rowland (USA), Nigel Stein (UK).
Interim Chief Executive Officer and Director: Harold Wiens (USA)
Company number: 485719
ARBN: 097 829 895
Exhibit 99.4 Appendix 3Z Final Director’s Interest Notice | ||
Rule 3.19A.3
Appendix 3Z
Final Director’s Interest Notice
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 30/9/2001.
Name of entity James Hardie Industries plc | ||
ABN 097 829 895 | ||
We (the entity) give ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of director | Dean SEAVERS | ||||
| Date of last notice | 16 March 2022 | ||||
| Date that director ceased to be director | 21 March 2022 | ||||
Part 1 – Director’s relevant interests in securities of which the director is the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
Number & class of securities 741 ADRs, equivalent to a holding of 741 ordinary shares/CUFS registered in the name of Dean Seavers | ||
+ See chapter 19 for defined terms. | ||
11/3/2002 Appendix 3Z Page 1
Appendix 3Z Final Director’s Interest Notice | ||
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest | Number & class of securities Nil | ||||
Part 3 – Director’s interests in contracts
| Detail of contract | Not applicable | ||||
Nature of interest | Nil | ||||
Name of registered holder (if issued securities) | Not applicable | ||||
No. and class of securities to which interest relates | Nil | ||||
+ See chapter 19 for defined terms. | ||
Appendix 3Z Page 2 11/3/2002