James Hardie Industries plc 6-K, filed Jun 29, 2021

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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 2021

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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Forward-Looking Statements	3
Exhibit Index	5
Signatures	6

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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.

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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.

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Substantial Holding Notice

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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:    29 June 2021	By:  /s/ Joseph C. Blasko
	Joseph C. Blasko
	General Counsel, Chief Compliance Officer and Company Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Substantial Holding Notice

7

ex991-06292021

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 (Chairman, USA), Andrea Gisle Joosen (Sweden), David Harrison (USA), Persio Lisboa (USA), Anne Lloyd (USA), Moe Nozari (USA), Rada Rodriguez (Sweden), Suzanne B. Rowland (USA), Dean Seavers (USA), Nigel Stein (UK), Harold Wiens (USA). Chief Executive Officer and Director: Jack Truong (USA) Company number: 485719 ARBN: 097 829 895 25 June 2021 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 24 June 2021. 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 99.1

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James Hardie Industries PLC Group Company Secretary Second Floor, Europa House, Harcourt Centre Harcourt Street Dublin 2, Ireland 24th June 2021 Dear Sir/Madam, Re: Disclosure of Holding below 5% Threshold Commonwealth Bank of Australia (“CBA”) on behalf of its subsidiaries: ASB Group Investments Limited, Avanteos Investments Limited, Colonial First State Investments Limited and Commonwealth Bank Officers Superannuation Corporation Pty Limited have a requirement to make a 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 4.996% ordinary share capital, as at 22nd June 2021. This is based upon 22,198,835 shares held and a total of 444,366,491 voting rights on issue. A previous announcement of 5.992% interest in relevant share capital was disclosed on the 17th March 2020 for value date 16th March 2020.

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Page 2   The holdings dissection between entities within CBA before notification obligation on 21st June 2021: Entity Registered Holder Holdings of CDIs Relevant Interest % Avanteos Investments Limited Avanteos Investments Limited 307,721 0.069% Colonial First State Investments Limited Citibank N A Hong Kong 8,998,634 2.025% Colonial First State Investments Limited Northern Trust Company 1,329,818 0.299% Colonial First State Investments Limited Citicorp Nominees Pty Limited (Australia) 10,269,256 2.311% Colonial First State Investments Limited UBS Nominees Pty Ltd 78,615 0.018% Commonwealth Bank Officers Superannuation Corporation Pty Limited Citicorp Nominees Pty Limited (Australia) 423,529 0.095% Commonwealth Bank Officers Superannuation Corporation Pty Limited Citibank N A Hong Kong 269,333 0.061% ASB Group Investments Limited Citibank N A Hong Kong 568,815 0.128% Total 22,245,721 5.006% The holdings dissection between entities within CBA after notification obligation on 22nd June 2021: Entity Registered Holder Holdings of CDIs Relevant Interest % Avanteos Investments Limited Avanteos Investments Limited 308,121 0.069% Colonial First State Investments Limited Citibank N A Hong Kong 8,948,634 2.014% Colonial First State Investments Limited Northern Trust Company 1,329,818 0.299% Colonial First State Investments Limited Citicorp Nominees Pty Limited (Australia) 10,271,970 2.312% Colonial First State Investments Limited UBS Nominees Pty Ltd 78,615 0.018% Commonwealth Bank Officers Superannuation Corporation Pty Limited Citicorp Nominees Pty Limited (Australia) 423,529 0.095% Commonwealth Bank Officers Superannuation Corporation Pty Limited Citibank N A Hong Kong 269,333 0.061% ASB Group Investments Limited Citibank N A Hong Kong 568,815 0.128% Total 22,198,835 4.996%

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Page 3   Transactions giving rise to notification: Date of Change Registered Company Class Transaction Type Number of Securities Cash Consideration Tuesday, 22 June 2021 Avanteos Investments Limited Chess Depository Interests Sale 66 3,045.90 Tuesday, 22 June 2021 Avanteos Investments Limited Chess Depository Interests Purchase 66 3,045.90 Tuesday, 22 June 2021 Avanteos Investments Limited Chess Depository Interests Sale 52 2,399.80 Tuesday, 22 June 2021 Avanteos Investments Limited Chess Depository Interests Purchase 52 2,399.80 Tuesday, 22 June 2021 Avanteos Investments Limited Chess Depository Interests Sale 133 6,058.15 Tuesday, 22 June 2021 Avanteos Investments Limited Chess Depository Interests Purchase 133 6,058.15 Tuesday, 22 June 2021 Avanteos Investments Limited Chess Depository Interests Sale 61 2,778.55 Tuesday, 22 June 2021 Avanteos Investments Limited Chess Depository Interests Purchase 61 2,778.55 Tuesday, 22 June 2021 Avanteos Investments Limited Chess Depository Interests Purchase 345 15,714.75 Tuesday, 22 June 2021 Avanteos Investments Limited Chess Depository Interests Purchase 86 3,998.14 Tuesday, 22 June 2021 Avanteos Investments Limited Chess Depository Interests Purchase 5 232.45 Tuesday, 22 June 2021 Avanteos Investments Limited Chess Depository Interests Sale 28 1,302.00 Tuesday, 22 June 2021 Citicorp Nominees Pty Limited (Australia) Chess Depository Interests Purchase 2,050 95,058.50 Tuesday, 22 June 2021 Avanteos Investments Limited Chess Depository Interests Sale 5 232.50 Tuesday, 22 June 2021 Avanteos Investments Limited Chess Depository Interests Sale 5 232.50 Tuesday, 22 June 2021 Avanteos Investments Limited Chess Depository Interests Purchase 2 92.98 Tuesday, 22 June 2021 Citibank N A Hong Kong Chess Depository Interests Sale 50,000 2,321,030.00 Tuesday, 22 June 2021 Citicorp Nominees Pty Limited (Australia) Chess Depository Interests Purchase 664 30,831.45 Thank you for your attention in this matter. Yours faithfully, Renato Stupar Executive Manager, Risk and Control Advisory and Delivery Commonwealth Bank of Australia

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