James Hardie Industries plc 6-K, filed Mar 23, 2020
James Hardie Industries plc (JHX)
About this 6-K
James Hardie Industries plc filed this 6-K on March 23, 2020.
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 2020
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
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TABLE OF CONTENTS
| Forward Looking Statements | 3 |
|---|---|
| Exhibit Index | 5 |
| Signatures | 6 |
2
Forward-Looking Statements
This Form 6-K contains forward-looking statements. 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 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 Asbestos Injuries Compensation Fund (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 conditions, such as changes in the US economic or housing recovery 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 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 forwardlooking 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 21 May 2019 and subsequently amended on 8 August 2019, 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 Company’s financial statements as an asbestos liability; the continuation or termination of the 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 Company’s products; reliance on a small number of customers; a customer’s 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 Company’s customer base on large format retail customers, distributors and dealers; dependence on residential and commercial
3
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 Company’s key management personnel; inherent limitations on internal controls; use of accounting estimates; integration of Fermacell into our business; 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 |
|---|---|
| 99.1 | Appendix 3Y Nozari |
| 99.2 | Substantial Holding Notice from CBA |
| 99.3 | Substantial Holding Notice from MUFG |
| 99.4 | Substantial Holding Notice from AustralianSuper |
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: | 23 March 2020 | By: | /s/ Natasha Mercer |
| Natasha Mercer | |||
| Company Secretary |
6
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Appendix 3Y Nozari |
| 99.2 | Substantial Holding Notice from CBA |
| 99.3 | Substantial Holding Notice from MUFG |
| 99.4 | Substantial Holding Notice from AustralianSuper |
7
Exhibit
Exhibit 99.1
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of 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 30/09/01 Amended 01/01/11
| Name of entity James Hardie Industries plc |
|---|
| ARBN 097 829 895 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Moe NOZARI |
|---|---|
| Date of last notice | 7 November 2019 |
Part 1 - Change of director’s relevant interests in securities
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.
| Direct or indirect interest | Indirect |
|---|---|
| Nature of indirect interest<br><br>(including registered holder)<br><br>Note: Provide details of the circumstances giving rise to the relevant interest. | Interest in ordinary shares/CUFS of James Hardie Industries plc held in the form of American Depository Receipts (ADRs). The ADRs are issued by Deutsche Bank Trust Company Americas. The registered holder is National Financial Services LLC. |
| Date of change | 12 March 2020 |
| No. of securities held prior to change | Nil |
| Class | ADRs. ADRs trade on the NYSE in the United States and one ADR is equivalent to one ordinary share/CUFS. |
| Number acquired | 1,000 ADRs, equivalent to a holding of 1,000 ordinary shares/CUFS. |
| Number disposed | Nil |
| Value/Consideration<br><br>Note: If consideration is non-cash, provide details and estimated valuation | US$13,910.00 |
- See chapter 19 for defined terms.
| 01/01/2011 | Appendix 3Y Page 1 |
|---|
Appendix 3Y
Change of Director’s Interest Notice
| No. of securities held after change | Current relevant interest is:<br><br><br><br>• Indirect interest in 1,000 ADRs, equivalent to a holding of 1,000 ordinary shares/CUFS. The registered holder is National Financial Services LLC and they are held on account for the beneficial owner, Moe S. Nozari. |
|---|---|
| Nature of change<br><br>Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | On-market purchase |
Part 2 – Change of director’s interests in contracts
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.
| Detail of contract | Not applicable |
|---|---|
| Nature of interest | Not applicable |
| Name of registered holder<br><br>(if issued securities) | Not applicable |
| Date of change | Not applicable |
| No. and class of securities to which interest related prior to change<br><br>Note: Details are only required for a contract in relation to which the interest has changed | Not applicable |
| Interest acquired | Not applicable |
| Interest disposed | Not applicable |
| Value/Consideration<br><br>Note: If consideration is non-cash, provide details and an estimated valuation | Not applicable |
| Interest after change | Not applicable |
Part 3 – ^+^Closed period
| Were the interests in the securities or contracts detailed above traded during a ^+^closed period where prior written clearance was required? | No |
|---|
- See chapter 19 for defined terms.
| 01/01/2011 | Appendix 3Y Page 2 |
|---|
Appendix 3Y
Change of Director’s Interest Notice
| If so, was prior written clearance provided to allow the trade to proceed during this period? | Not applicable |
|---|---|
| If prior written clearance was provided, on what date was this provided? | Not applicable |
- See chapter 19 for defined terms.
| 01/01/2011 | Appendix 3Y Page 3 |
|---|
ex992032320
Exhibit 99.2 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 18 March 2020 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 17 March 2020. Yours faithfully Natasha Mercer Company Secretary This announcement has been authorised for release by the Company Secretary, Ms Natasha Mercer. 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 (Chairman, USA), Brian Anderson (USA), Russell Chenu (Australia), Andrea Gisle Joosen (Sweden), David Harrison (USA), Persio Lisboa (USA), Anne Lloyd (USA), Moe Nozari (USA), Rada Rodriguez (Sweden). Chief Executive Officer and Director: Jack Truong (USA) Company number: 485719 ARBN: 097 829 895
Commonwealth Bank of Australia ACN 123 123 124 GPO Box 2719 Telephone (02) 9118 7110 Sydney NSW 1155 Facsimile (02) 9118 7192 James Hardie Industries PLC Group Company Secretary Second Floor, Europa House, Harcourt Centre Harcourt Street Dublin 2, Ireland 17th March 2020 Dear Sir/Madam, Re: Disclosure of Holding below 6% Threshold Commonwealth Bank of Australia (“CBA”) on behalf of its subsidiaries: ASB Group Investments Limited, Avanteos Investments Limited, Colonial First State Investments Limited, Commonwealth Bank Officers Superannuation Corporation Pty Limited and The Colonial Mutual Life Assurance Society Limited have a requirement to make subsequent disclosure under Section 1048/1050 of the Companies Act 2014. These entities have an aggregated interest in James Hardie Industries PLC, Chess Depository Interests of 5.992% ordinary share capital, as at 16th March 2020. This is based upon 26,544,061 shares held and a total of 443,000,471 voting rights on issue. A previous announcement of 6.980% interest in relevant share capital was disclosed on the 19th August 2019 for value date 13th August 2019.
Page 2 The holdings dissection between entities within CBA before notification obligation on 15th March 2020: Relevant Holdings of Entity Registered Holder Interest CDIs % Avanteos Investments Limited Avanteos Investments Limited 582,386 0.131% Colonial First State Investments Limited Citibank N A Hong Kong 9,339,438 2.108% Colonial First State Investments Limited Northern Trust Company 3,456,708 0.780% Colonial First State Investments Limited Citicorp Nominees Pty Limited (Australia) 11,327,236 2.557% Colonial First State Investments Limited UBS Nominees Pty Ltd 100,761 0.023% The Colonial Mutual Life Assurance Society Limited Citicorp Nominees Pty Limited (Australia) 236,575 0.053% The Colonial Mutual Life Assurance Society Limited Citibank N A Hong Kong 147,428 0.033% Commonwealth Bank Officers Superannuation Corporation Pty Limited Citicorp Nominees Pty Limited (Australia) 68,508 0.015% Commonwealth Bank Officers Superannuation Corporation Pty Limited Citibank N A Hong Kong 815,852 0.184% ASB Group Investments Limited Citibank N A Hong Kong 818,134 0.185% Total 26,893,026 6.071% The holdings dissection between entities within CBA after notification obligation on 16th March 2020: Relevant Holdings of Entity Registered Holder Interest CDIs % Avanteos Investments Limited Avanteos Investments Limited 582,387 0.131% Colonial First State Investments Limited Citibank N A Hong Kong 9,339,438 2.108% Colonial First State Investments Limited Northern Trust Company 3,456,708 0.780% Colonial First State Investments Limited Citicorp Nominees Pty Limited (Australia) 10,974,870 2.477% Colonial First State Investments Limited UBS Nominees Pty Ltd 100,761 0.023% The Colonial Mutual Life Assurance Society Limited Citicorp Nominees Pty Limited (Australia) 236,575 0.053% The Colonial Mutual Life Assurance Society Limited Citibank N A Hong Kong 150,828 0.034% Commonwealth Bank Officers Superannuation Corporation Pty Limited Citicorp Nominees Pty Limited (Australia) 68,508 0.015% Commonwealth Bank Officers Superannuation Corporation Pty Limited Citibank N A Hong Kong 815,852 0.184% ASB Group Investments Limited Citibank N A Hong Kong 818,134 0.185% Total 26,544,061 5.992%
Page 3 Transactions giving rise to notification: Transaction Number of Cash Date of Change Registered Company Class Type Securities Consideration Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 1 21.49 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 1 21.49 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 3 64.47 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 1 21.49 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 2 42.98 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Purchase 4 85.88 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Purchase 10 214.70 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Purchase 1 21.47 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Purchase 1 21.47 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 3 64.47 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 2 42.98 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 2 42.98 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 2 42.98 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 1 21.49 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Purchase 10 214.70 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Purchase 1 21.47 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 2 42.98 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 1 21.49 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 3 64.47 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 1 21.49 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Purchase 1 21.47 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 1 21.49 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Purchase 1 21.47 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 1 21.49 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Purchase 1 21.47 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Purchase 1 21.47 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 2 42.98 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 1 21.49 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Sale 32 748.48 Monday, 16 March 2020 Avanteos Investments Limited Chess Depository Interests Purchase 32 748.48 Monday, 16 March 2020 Citibank N A Hong Kong Chess Depository Interests Purchase 1,356 27,852.24 Monday, 16 March 2020 Citibank N A Hong Kong Chess Depository Interests Purchase 2,044 41,983.76 Citicorp Nominees Pty Limited Monday, 16 March 2020 (Australia) Chess Depository Interests Purchase 634 13,022.36
Page 4 Citicorp Nominees Pty Limited Monday, 16 March 2020 (Australia) Chess Depository Interests Sale 180,000 3,875,562.00 Citicorp Nominees Pty Limited Monday, 16 March 2020 (Australia) Chess Depository Interests Sale 170,000 3,523,998.00 Citicorp Nominees Pty Limited Monday, 16 March 2020 (Australia) Chess Depository Interests Sale 3,000 64,592.70 Thank you for your attention in this matter. Yours faithfully, Renato Stupar Executive Manager, Regulatory Reporting Commonwealth Bank of Australia
ex993032320
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 18 March 2020 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 17 March 2020. Yours faithfully Natasha Mercer Company Secretary This announcement has been authorised for release by the Company Secretary, Ms Natasha Mercer. 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 (Chairman, USA), Brian Anderson (USA), Russell Chenu (Australia), Andrea Gisle Joosen (Sweden), David Harrison (USA), Persio Lisboa (USA), Anne Lloyd (USA), Moe Nozari (USA), Rada Rodriguez (Sweden). Chief Executive Officer and Director: Jack Truong (USA) Company number: 485719 ARBN: 097 829 895
ex994032320
Exhibit 99.4 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 19 March 2020 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 18 March 2020. Yours faithfully Natasha Mercer Company Secretary This announcement has been authorised for release by the Company Secretary, Ms Natasha Mercer. 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 (Chairman, USA), Brian Anderson (USA), Russell Chenu (Australia), Andrea Gisle Joosen (Sweden), David Harrison (USA), Persio Lisboa (USA), Anne Lloyd (USA), Moe Nozari (USA), Rada Rodriguez (Sweden). Chief Executive Officer and Director: Jack Truong (USA) Company number: 485719 ARBN: 097 829 895
