James Hardie Industries plc 6-K, filed Apr 16, 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 April 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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TABLE OF CONTENTS

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 novel coronavirus ("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 19 May 2020, 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; 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 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; 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	Ceasing to be a substantial holder

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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:    16 April 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	Ceasing to be a substantial holder

7

ex991-04162021

605 Page 1 of 2 15 July 2001 Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder To Company Name/Scheme James Hardie Industries PLC ACN/ARSN 097 829 895 1. Details of substantial holder (1) Name Pinnacle Investment Management Group Limited (and its subsidiaries listed in Annexure A) ACN/ARSN (if applicable) 100 325 184 The holder ceased to be a substantial holder on 06/04/2021 The previous notice was given to the company on 02/02/2021 The previous notice was dated 01/02/2021 2. Changes in relevant interests Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows: Date of change Person whose relevant interest changed Nature of change (4) Consideration given in relation to change (5) Class (6) and number of securities affected Person's votes affected REFER TO ANNEXURE A PART 1 AND PART 2 3. Changes in association The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows: Name and ACN/ARSN (if applicable) Nature of association REFER TO ANNEXURE B - NO CHANGES Exhibit 99.1

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605 Page 2 of 2 15 July 2001 4. Addresses The addresses of persons named in this form are as follows: Name Address REFER TO ANNEXURE C Signature print name CALVIN KWOK capacity COMPANY SECRETARY sign here date 09/04/2021 DIRECTIONS (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form. (2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. (3) See the definition of "associate" in section 9 of the Corporations Act 2001. (4) Include details of: (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). See the definition of "relevant agreement" in section 9 of the Corporations Act 2001. (5) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired. (6) The voting shares of a company constitute one class unless divided into separate classes. (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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James Hardie Industries PLC Annexure A - Part 1 Date of Change Person whose relevant interest changed Nature of change Consideration given in relation to change Number of securities affected Person's votes affected Class of securities 28/01/2021 - 06/04/2021 Pinnacle Investment Management Group Limited Pinnacle Investment Management Limited Ariano Pty Limited (ACN 605 250 799) Next Financial Limited (ACN 081 722 894) Next Financial Nominees Pty Ltd (ACN 093 252 576) Next Financial Nominees No. 2 Pty Ltd (ACN 132 819 115) Investment Solutions Client Services Pty Ltd (ACN 117 898 334) Priority Funds Management Pty Ltd (ACN 120 826 575) Priority Investment Management Pty Ltd (ACN 116 943 456 PNI Option Plan Managers Pty Ltd (ACN 125 030 766) Pinnacle RE Services Limited (ACN 130 508 379) Pinnacle Services Administration Pty Ltd (ACN 126 175 148) Pinnacle Investment Management (UK) Limited (Company Number 11026111) POSH Nominees Pty Limited (ACN 620 094 251) Disposal of securities by one or more affiliated investment managers which it or its associates holds directly or indirectly above 20% voting power in (see Annexure A – Part 2) and/or Pinnacle Fund Services Limited, who each in turn hold relevant interests in the securities the subject of this notice. 7,672,926.99-$ 194,751- 194,751- Ordinary fully paid 28/01/2021 - 06/04/2021 Pinnacle Fund Services Limited (ACN 082 494 362) Disposal of securities in its capacity as responsible entity or trustee of registered or unregistered schemes and/or relevant interest by virtue of section 608(3)of the Corporations Act as it or its associates holds directly or indirectly above 20% voting power in one or more affiliated investment managers (see Annexure A – Part 2) who each in turn hold relevant interests in the securities the subject of this notice. 7,672,926.99-$ 194,751- 194,751- Ordinary fully paid This is Annexure "A - Part 1" as mentioned in form 605 Notice of ceasing to be a substantial holder Calvin Kwok Company Secretary Date: 09/04/2021

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James Hardie Industries PLC Annexure A - Part 2 Affiliated Investment Managers in which Pinnacle has over 20% voting power Antipodes Partners Limited (ACN 602 042 035) Hyperion Asset Management Limited (ACN 080 135 897) Metrics Credit Partners Pty Limited (ACN 150 646 996) Palisade Investment Partners Limited (ACN 124 326 361) Plato Investment Management Limited (ACN 120 730 136) Resolution Capital Limited (ACN 108 584 167) Solaris Investment Management Limited (ACN 128 512 621) Two Trees Investment Management Pty Limited (ACN 616 424 170) Riparian Capital Partners Pty Ltd (ACN 630 179 752) This is Annexure "A - Part 2" as mentioned in form 605 Notice of ceasing to be a substantial holder Calvin Kwok Company Secretary Date: 09/04/2021

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James Hardie Industries PLC Annexure B Name ACN Nature of Association Pinnacle Investment Management Group Limited 100 325 184 Related body corporate of each other entity listed in Annexure B. Pinnacle Investment Management Limited 109 659 109 Related body corporate of each other entity listed in Annexure B. Pinnacle Fund Services Limited 082 494 362 Related body corporate of each other entity listed in Annexure B. Ariano Pty Limited 605 250 799 Related body corporate of each other entity listed in Annexure B. Next Financial Limited 081 722 894 Related body corporate of each other entity listed in Annexure B. Next Financial Nominees Pty Ltd 093 252 576 Related body corporate of each other entity listed in Annexure B. Next Financial Nominees No. 2 Pty Ltd 132 819 115 Related body corporate of each other entity listed in Annexure B. Investment Solutions Client Services Pty Ltd 117 898 334 Related body corporate of each other entity listed in Annexure B. Priority Funds Management Pty Ltd 120 826 575 Related body corporate of each other entity listed in Annexure B. Priority Investment Management Pty Ltd 116 943 456 Related body corporate of each other entity listed in Annexure B. PNI Option Plan Managers Pty Ltd 116 943 456 Related body corporate of each other entity listed in Annexure B. Pinnacle RE Services Limited 130 508 379 Related body corporate of each other entity listed in Annexure B. Pinnacle Services Administration Pty Ltd 126 175 148 Related body corporate of each other entity listed in Annexure B. Pinnacle Investment Management (UK) Limited Company Number 11026111 Related body corporate of each other entity listed in Annexure B. POSH Nominees Pty Limited 620 094 251 Related body corporate of each other entity listed in Annexure B. This is Annexure "B" as mentioned in form 605 Notice of ceasing to be a substantial holder Calvin Kwok Company Secretary Date: 09/04/2021

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James Hardie Industries PLC Annexure C Name Address Pinnacle Investment Management Group Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia Pinnacle Fund Services Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia Pinnacle Investment Management Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia Pinnacle Investment Management Group Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia Pinnacle Investment Management Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia Pinnacle Fund Services Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia Ariano Pty Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia Next Financial Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia Next Financial Nominees Pty Ltd Level 19, 307 Queen St, Brisbane QLD 4000, Australia Next Financial Nominees No. 2 Pty Ltd Level 19, 307 Queen St, Brisbane QLD 4000, Australia Investment Solutions Client Services Pty Ltd Level 19, 307 Queen St, Brisbane QLD 4000, Australia Priority Funds Management Pty Ltd Level 19, 307 Queen St, Brisbane QLD 4000, Australia Priority Investment Management Pty Ltd Level 19, 307 Queen St, Brisbane QLD 4000, Australia PNI Option Plan Managers Pty Ltd Level 19, 307 Queen St, Brisbane QLD 4000, Australia Pinnacle Investment Management (UK) Limited 7th Floor, Dashwood House, 69 Old Broad Street, London EC2M 1QS, United Kingdom Pinnacle RE Services Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia Pinnacle Services Administration Pty Ltd Level 19, 307 Queen St, Brisbane QLD 4000, Australia POSH Nominees Pty Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia This is Annexure "C" as mentioned in form 605 Notice of ceasing to be a substantial holder Calvin Kwok Company Secretary Date: 09/04/2021

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