James Hardie Industries plc 6-K, filed Jun 23, 2022
James Hardie Industries plc (JHX)
6-K
2022-06-23
For: 2022-06-23
View Original
Added on
April 06, 2026
About this 6-K
James Hardie Industries plc filed this 6-K on June 23, 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 June 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 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 17 May 2022, 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 | |||||||
| Application for quotation of securities - JHX | ||||||||
| Notification regarding unquoted securities - JHX | ||||||||
| Appendix 3Y - A Lloyd | ||||||||
| Appendix 3Y - P Lisboa | ||||||||
| Appendix 3Y - N Stein | ||||||||
| Appendix 3Y - R Rodriguez | ||||||||
| Appendix 3Y - S Rowland | ||||||||
| Substantial Holding Notice | ||||||||
| Appendix 3Y - P Lisboa | ||||||||
| Application for quotation of securities - JHX | ||||||||
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 June 2022 | By: /s/ Joseph C. Blasko | |||||||
Joseph C. Blasko | ||||||||
General Counsel, Chief Compliance Officer and Company Secretary | ||||||||
6
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| Application for quotation of securities - JHX | ||||||||
| Notification regarding unquoted securities - JHX | ||||||||
| Appendix 3Y - A Lloyd | ||||||||
| Appendix 3Y - P Lisboa | ||||||||
| Appendix 3Y - N Stein | ||||||||
| Appendix 3Y - R Rodriguez | ||||||||
| Appendix 3Y - S Rowland | ||||||||
| Substantial Holding Notice | ||||||||
| Appendix 3Y - P Lisboa | ||||||||
| Application for quotation of securities - JHX | ||||||||
7
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 Thursday June 16, 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 81,279 09/06/2022 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 99.1
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 ARBN Registration number 097829895 1.3 ASX issuer code JHX 1.4 The announcement is 1.5 Date of this announcement 16/6/2022 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 81,279 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 Refer to 2001 Plan https://ir.jameshardie.com.au/public/download.jsp?id=5562 Are any of these +securities being issued to +key management personnel (KMP) or an +associate Issue date 9/6/2022 Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? Yes No
Application for quotation of +securities Application for quotation of +securities 5 / 7 Issue details Number of +securities to be quoted 81,279 Are the +securities being issued for a cash consideration? Please describe the consideration being provided for the +securities 115,701 RSUs vesting pursuant to the 2001 Equity Incentive Plan (2001 Plan). 81,279 shares were issued as a result of the vesting. 34,422 shares were withheld from issuance to satisfy applicable taxes Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted 34.300000 Any other information the entity wishes to provide about the +securities to be quoted An amount equal to the closing share price of securities 9 June 2022 (AU time) No
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 1:1 445,430,212 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 1,801,089
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? 5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? 5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? 5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? N/A No No No
Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 1 / 6 Announcement Summary Entity name JAMES HARDIE INDUSTRIES PLC Date of this announcement Thursday June 16, 2022 The +securities the subject of this notification are: Total number of +securities to be issued/transferred ASX +security code Security description Total number of +securities to be issued/transferred Issue date JHXAK RESTRICTED STOCK UNIT 505,465 09/06/2022 Refer to next page for full details of the announcement +Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX EXHIBIT 99.2
Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 2 / 6 Part 1 - Entity and announcement details 1.1 Name of entity JAMES HARDIE INDUSTRIES PLC We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities. 1.2 Registered number type ARBN Registration number 097829895 1.3 ASX issuer code JHX 1.4 The announcement is 1.5 Date of this announcement 16/6/2022 New announcement
Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 3 / 6 Part 2 - Issue details 2.1 The +securities the subject of this notification are: 2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which: has an existing ASX security code ("existing class") +Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX
Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 4 / 6 Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B ASX +security code and description JHXAK : RESTRICTED STOCK UNIT Date the +securities the subject of this notification were issued 9/6/2022 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Were any of the +securities issued to +key management personnel (KMP) or an +associate? Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms Refer to 2001 Plan https://ir.jameshardie.com.au/public/download.jsp?id=5562 Any other information the entity wishes to provide about the +securities the subject of this notification 505,465 Restricted Stock Units (RSUs) being contractual entitlements granted to employees under the James Hardie Industries 2001 Equity Incentive Plan (2001 Plan) to be issued ordinary shares/CDIs upon satisfaction of certain conditions. Issue details Number of +securities 505,465 No Yes
Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 5 / 6 Part 4 - +Securities on issue Following the issue, conversion or payment up of the +securities the subject of this application, the +securities 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) 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 2,387,833
Notification of Issue, Conversion or Payment up of Unquoted Equity Securities Notification of Issue, Conversion or Payment up of Unquoted Equity Securities 6 / 6 Part 5 - Other Listing Rule requirements 5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did 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 13 Yes
EXHIBIT 99.3 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 | Anne LLOYD | ||||
| Date of last notice | 16 March 2022 | ||||
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.
+ See chapter 19 for defined terms. | ||
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice | ||
| Direct or indirect interest | Direct | ||||
Nature of indirect interest (including registered holder) 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. | ||||
| Date of change | 15 June 2022 | ||||
| No. of securities held prior to change | •Indirect interest in 18,000 ADRs, equivalent to a holding of 18,000 ordinary shares/CUFS. The ADRs are issued by Deutsche Bank Trust Company Americas. The registered holder is Pershing LLC and they are held on account for the beneficial owners, Anne Lloyd and Steven Lloyd. •Direct interest in 167 ADRs, equivalent to a holding of 167 ordinary shares/CUFS. | ||||
| Class | ADRs. ADRs trade on the NYSE in the United States and one ADR is equivalent to one ordinary share/CUFS. | ||||
| Number acquired | 218 ADRs, equivalent to a holding of 218 ordinary shares/CUFS. | ||||
| Number disposed | Nil | ||||
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation | US$5,785.72 | ||||
| No. of securities held after change | Current relevant interest is: •Indirect interest in 18,000 ADRs, equivalent to a holding of 18,000 ordinary shares/CUFS. The ADRs are issued by Deutsche Bank Trust Company Americas. The registered holder is Pershing LLC and they are held on account for the beneficial owners, Anne Lloyd and Steven Lloyd. •Direct interest in 385 ADRs, equivalent to a holding of 385 ordinary shares/CUFS. | ||||
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | Issuance of ADRs pursuant to the terms of the James Hardie 2020 Non-Executive Director Equity Plan. | ||||
Part 2 – Change of director’s interests in contracts
+ See chapter 19 for defined terms. | ||
Appendix 3Y Page 2 01/01/2011
EXHIBIT 99.3 Appendix 3Y Change of Director’s Interest Notice | ||
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 (if issued securities) | Not applicable | ||||
| Date of change | Not applicable | ||||
No. and class of securities to which interest related prior to change 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 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 | ||||
| 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
Classification: James Hardie Collaborate EXHIBIT 99.4 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 | Persio LISBOA | ||||
| Date of last notice | 16 March 2022 | ||||
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.
+ See chapter 19 for defined terms. | ||
01/01/2011 Appendix 3Y Page 1
Classification: James Hardie Collaborate Appendix 3Y Change of Director’s Interest Notice | ||
| Direct or indirect interest | Direct | ||||
Nature of indirect interest (including registered holder) 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. | ||||
Date of change | 15 June 2022 | ||||
No. of securities held prior to change | •Indirect interest in 2,389 ADRs, equivalent to a holding of 2,389 ordinary shares/CUFS. The registered holder is Merrill Lynch Pierce Fenner, & Smith and they are held on account for the beneficial owner, Persio Lisboa. •Direct interest in 3,023 ADRs, equivalent to a holding of 3,023 ordinary shares/CUFS. | ||||
| Class | ADRs. ADRs trade on the NYSE in the United States and one ADR is equivalent to one ordinary share/CUFS. | ||||
| Number acquired | 615 ADRs, equivalent to a holding of 615 ordinary shares/CUFS. | ||||
| Number disposed | Nil | ||||
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation | US$16,322.10 | ||||
| No. of securities held after change | Current relevant interest is: •Indirect interest in 2,389 ADRs, equivalent to a holding of 2,389 ordinary shares/CUFS. The registered holder is Merrill Lynch Pierce Fenner, & Smith and they are held on account for the beneficial owner, Persio Lisboa. •Direct interest in 3,638 ADRs, equivalent to a holding of 3,638 ordinary shares/CUFS. | ||||
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | Issuance of ADRs pursuant to the terms of the James Hardie 2020 Non-Executive Director Equity Plan. | ||||
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.
+ See chapter 19 for defined terms. | ||
Appendix 3Y Page 2 01/01/2011
Classification: James Hardie Collaborate EXHIBIT 99.4 Appendix 3Y Change of Director’s Interest Notice | ||
| Detail of contract | Not applicable | ||||
Nature of interest | Not applicable | ||||
Name of registered holder (if issued securities) | Not applicable | ||||
| Date of change | Not applicable | ||||
No. and class of securities to which interest related prior to change 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 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 | ||||
| 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
Classification: James Hardie Collaborate EXHIBIT 99.5 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 | Nigel STEIN | ||||
| Date of last notice | 16 March 2022 | ||||
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.
+ See chapter 19 for defined terms. | ||
01/01/2011 Appendix 3Y Page 1
Classification: James Hardie Collaborate Appendix 3Y Change of Director’s Interest Notice | ||
| Direct or indirect interest | Direct | ||||
Nature of indirect interest (including registered holder) 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. | ||||
Date of change | 15 June 2022 | ||||
No. of securities held prior to change | •Indirect interest in 3,400 ordinary shares/CUFS. The registered holder is Pershing Securities Limited and they are held on account for beneficial owner, Nigel Stein. •Direct interest in 1,173 ADRs, equivalent to a holding of 1,173 ordinary shares/CUFS. | ||||
| Class | ADRs. ADRs trade on the NYSE in the United States and one ADR is equivalent to one ordinary share/CUFS. | ||||
| Number acquired | 302 ADRs, equivalent to a holding of 302 ordinary shares/CUFS. | ||||
| Number disposed | Nil | ||||
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation | US$8,015.08 | ||||
| No. of securities held after change | Current relevant interest is: •Indirect interest in 3,400 ordinary shares/CUFS. The registered holder is Pershing Securities Limited and they are held on account for beneficial owner, Nigel Stein. •Direct interest in 1,475 ADRs, equivalent to a holding of 1,475 ordinary shares/CUFS. | ||||
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | Issuance of ADRs pursuant to the terms of the James Hardie 2020 Non-Executive Director Equity Plan. | ||||
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.
+ See chapter 19 for defined terms. | ||
Appendix 3Y Page 2 01/01/2011
Classification: James Hardie Collaborate EXHIBIT 99.5 Appendix 3Y Change of Director’s Interest Notice | ||
| Detail of contract | Not applicable | ||||
Nature of interest | Not applicable | ||||
Name of registered holder (if issued securities) | Not applicable | ||||
| Date of change | Not applicable | ||||
No. and class of securities to which interest related prior to change 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 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 | ||||
| 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
Classification: James Hardie Collaborate EXHIBIT 99.6 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 | Rada RODRIGUEZ | ||||
| Date of last notice | 16 March 2022 | ||||
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.
+ See chapter 19 for defined terms. | ||
01/01/2011 Appendix 3Y Page 1
Classification: James Hardie Collaborate Appendix 3Y Change of Director’s Interest Notice | ||
| Direct or indirect interest | Direct | ||||
Nature of indirect interest (including registered holder) 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. | ||||
| Date of change | 15 June 2022 | ||||
| No. of securities held prior to change | •Direct interest in 1,230 ADRs, equivalent to a holding of 1,230 ordinary shares/CUFS. | ||||
| Class | ADRs. ADRs trade on the NYSE in the United States and one ADR is equivalent to one ordinary share/CUFS. | ||||
| Number acquired | 324 ADRs, equivalent to a holding of 324 ordinary shares/CUFS. | ||||
| Number disposed | Nil | ||||
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation | US$8,598.96 | ||||
| No. of securities held after change | Current relevant interest is: •Direct interest in 1,554 ADR’s, equivalent to a holding of 1,554 ordinary shares/CUFS. | ||||
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | Issuance of ADRs pursuant to the terms of the James Hardie 2020 Non-Executive Director Equity Plan. | ||||
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.
+ See chapter 19 for defined terms. | ||
Appendix 3Y Page 2 01/01/2011
Classification: James Hardie Collaborate EXHIBIT 99.6 Appendix 3Y Change of Director’s Interest Notice | ||
| Detail of contract | Not applicable | ||||
Nature of interest | Not applicable | ||||
Name of registered holder (if issued securities) | Not applicable | ||||
| Date of change | Not applicable | ||||
No. and class of securities to which interest related prior to change 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 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 | ||||
| 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
EXHIBIT 99.7 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 | Suzanne ROWLAND | ||||
| Date of last notice | 4 February 2021 | ||||
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.
+ See chapter 19 for defined terms. | ||
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice | ||
| Direct or indirect interest | Indirect | ||||
Nature of indirect interest (including registered holder) 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 Charles Schwab & Co. Inc. | ||||
| Date of change | 14 June 2022 | ||||
| No. of securities held prior to change | Indirect interest in 2,000 American Depository Receipts (ADRs), equivalent to a holding of 2,000 ordinary shares/CUFS. The registered holder is Charles Schwab & Co. Inc. and they are held on account for beneficial owner, Suzanne B. Rowland. | ||||
| Class | ADRs. ADRs trade on the NYSE in the United States and one ADR is equivalent to one ordinary share/CUFS. | ||||
| Number acquired | 3,000 ADRs, equivalent to a holding of 3,000 ordinary shares/CUFS. | ||||
| Number disposed | Nil | ||||
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation | US$66,056.92 | ||||
| No. of securities held after change | Current relevant interest is: •Indirect interest in 5,000 ADRs, equivalent to a holding of 5,000 ordinary shares/CUFS. The registered holder is Charles Schwab & Co. Inc. and they are held on account for the beneficial owner, Suzanne B. Rowland. | ||||
Nature of change 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.
+ See chapter 19 for defined terms. | ||
Appendix 3Y Page 2 01/01/2011
EXHIBIT 99.7 Appendix 3Y Change of Director’s Interest Notice | ||
| Detail of contract | Not applicable | ||||
Nature of interest | Not applicable | ||||
Name of registered holder (if issued securities) | Not applicable | ||||
| Date of change | Not applicable | ||||
No. and class of securities to which interest related prior to change 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 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 | ||||
| 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
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 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 21 June 2022 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 20 June 2022. 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. EXHIBIT 99.8
James Hardie Industries PLC Group Company Secretary Second Floor, Europa House, Harcourt Centre Harcourt Street Dublin 2, Ireland 20th June 2022 Dear Sir/Madam, Re: Disclosure of Holding below 4% Threshold. Mitsubishi UFJ Financial Group, Inc. (“MUFG”) on behalf of its subsidiaries: First Sentier Investors (Australia) IM Ltd, First Sentier Investors Realindex Pty Ltd, First Sentier Investors (Australia) RE Ltd, Mitsubishi UFJ Trust and Banking Corporation and Mitsubishi UFJ Kokusai Asset Management Co., Ltd. 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 3.98% ordinary share capital, as at 16th June 2022. This is based upon a total of 17,710,959 shares held and a total of 445,430,212 voting rights on issue. A previous announcement of 4.02% interest in relevant share capital was disclosed on the 31st May 2022 for value date 27th May 2022. The holdings dissection between entities within MUFG after notification obligation on 16th June 2022 are as follows. Entity Number of Securities % of the Total Issued Securities of the Class First Sentier Investors (Australia) IM Ltd 14,800,932.00 3.32% First Sentier Investors Realindex Pty Ltd 1,962,095.00 0.44% Mitsubishi UFJ Trust and Banking Corporation 806,436.00 0.18% Mitsubishi UFJ Kokusai Asset Management Co., Ltd .123,209.00 0.03% First Sentier Investors (Australia) RE Ltd 18,287.00 0.00% Total 17,710,959 3.98% (Note: Tallying up the individual entity’s percentage may not match the total percentage.)
Thank you for your attention in this matter. Yours Faithfully, …………………………………………. Signature Name and Title: Riyuuichirou Sakuma Managing Director Deputy Head of Credit Policy & Planning Division Mitsubishi UFJ Financial Group, Inc.
Classification: James Hardie Collaborate EXHIBIT 99.9 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 | Persio LISBOA | ||||
| Date of last notice | 16 June 2022 | ||||
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.
+ See chapter 19 for defined terms. | ||
01/01/2011 Appendix 3Y Page 1
Classification: James Hardie Collaborate Appendix 3Y Change of Director’s Interest Notice | ||
| Direct or indirect interest | Indirect | ||||
Nature of indirect interest (including registered holder) 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 Merrill Lynch Pierce Fenner, & Smith. | ||||
Date of change | 17 June 2022 | ||||
No. of securities held prior to change | •Indirect interest in 2,389 ADRs, equivalent to a holding of 2,389 ordinary shares/CUFS. The registered holder is Merrill Lynch Pierce Fenner, & Smith and they are held on account for the beneficial owner, Persio Lisboa. •Direct interest in 3,638 ADRs, equivalent to a holding of 3,638 ordinary shares/CUFS. | ||||
| Class | ADRs. ADRs trade on the NYSE in the United States and one ADR is equivalent to one ordinary share/CUFS. | ||||
| Number acquired | 7,295 ADRs, equivalent to a holding of 7,295 ordinary shares/CUFS. | ||||
| Number disposed | Nil | ||||
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation | US$149,985.20 | ||||
| No. of securities held after change | Current relevant interest is: •Indirect interest in 9,684 ADRs, equivalent to a holding of 9,684 ordinary shares/CUFS. The registered holder is Merrill Lynch Pierce Fenner, & Smith and they are held on account for the beneficial owner, Persio Lisboa. •Direct interest in 3,638 ADRs, equivalent to a holding of 3,638 ordinary shares/CUFS. | ||||
Nature of change 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.
+ See chapter 19 for defined terms. | ||
Appendix 3Y Page 2 01/01/2011
Classification: James Hardie Collaborate EXHIBIT 99.9 Appendix 3Y Change of Director’s Interest Notice | ||
| Detail of contract | Not applicable | ||||
Nature of interest | Not applicable | ||||
Name of registered holder (if issued securities) | Not applicable | ||||
| Date of change | Not applicable | ||||
No. and class of securities to which interest related prior to change 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 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 | ||||
| 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
Application for quotation of +securities | ||
Announcement Summary
EXHIBIT 99.10
Entity name
JAMES HARDIE INDUSTRIES PLC
Announcement Type
New announcement
Date of this announcement
Wednesday June 22, 2022
The +securities to be quoted are:
+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 transferTotal 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 | 1,459 | 15/06/2022 | ||||||||||||||
Refer to next page for full details of the announcement
Application for quotation of +securities | ||
1 / 7 | ||
Application for quotation of +securities | ||
Part 1 - Entity and announcement details
1.1Name 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.
1.2Registered number type
ABN
Registration number
49097829895
1.3ASX issuer code
JHX
1.4The announcement is
New announcement1.5Date of this announcement
22/6/2022
Application for quotation of +securities | ||
2 / 7 | ||
Application for quotation of +securities | ||
Part 2 - Type of Issue
2.1The +securities to be quoted are:
+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 transfer2.2The +securities to be quoted are:
Additional +securities in a class that is already quoted on ASX ("existing class")Application for quotation of +securities | ||
3 / 7 | ||
Application for quotation of +securities | ||
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
1,459
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
Are any of these +securities being issued to +key management personnel (KMP) or an +associate
YesProvide details of the KMP or +associates being issued +securities
Name of KMP Name of registered holder Number of +securities
615
218
324
302Issue date
15/6/2022
Application for quotation of +securities | ||
4 / 7 | ||
Application for quotation of +securities | ||
Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued
+securities in that class?
YesIssue details
Number of +securities to be quoted
1,459
Are the +securities being issued for a cash consideration?
YesIn what currency is the cash consideration being paid?
USD - US Dollar
What is the issue price per +security?
USD 26.54000000
Any other information the entity wishes to provide about the +securities to be quoted
Application for quotation of +securities | ||
5 / 7 | ||
Application for quotation of +securities | ||
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.)
4.1Quoted +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 1:1 445,431,671
4.2Unquoted +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 2,305,095
Application for quotation of +securities | ||
6 / 7 | ||
Application for quotation of +securities | ||
Part 5 - Other Listing Rule requirements
5.1Are 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?
No5.2Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1?
No5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?
No5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)?
N/AApplication for quotation of +securities | ||
7 / 7 | ||