Skip to main content

James Hardie Industries plc 6-K, filed Feb 11, 2021

James Hardie Industries plc (JHX)

6-K 2021-02-11 For: 2021-02-11
View Original
Added on April 06, 2026

About this 6-K

James Hardie Industries plc filed this 6-K on February 11, 2021.

Table of Contents

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 February 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

Table of Contents

TABLE OF CONTENTS

Forward-Looking Statements 3
Exhibit Index 5
Signatures 6

Table of Contents

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.

Table of Contents

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.

Table of Contents

EXHIBIT INDEX

Exhibit No. Description
99.1 Dividend/Distribution - JHX

Table of Contents

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

Table of Contents

EXHIBIT INDEX

Exhibit No. Description
99.1 Dividend/Distribution - JHX

7

ex991-02112021

Notification of dividend / distribution Notification of dividend / distribution 1 / 4 Announcement Summary Entity name JAMES HARDIE INDUSTRIES PLC Security on which the Distribution will be paid JHX - CHESS DEPOSITARY INTERESTS 1:1 Announcement Type New announcement Date of this announcement Wednesday February 10, 2021 Distribution Amount USD 0.70000000 Ex Date Thursday February 18, 2021 Record Date Friday February 19, 2021 Payment Date Friday April 30, 2021 Refer to below for full details of the announcement Exhibit 99.1


Notification of dividend / distribution Notification of dividend / distribution 2 / 4 Announcement Details Part 1 - Entity and announcement details 1.1 Name of +Entity JAMES HARDIE INDUSTRIES PLC 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 Wednesday February 10, 2021 1.6 ASX +Security Code JHX ASX +Security Description CHESS DEPOSITARY INTERESTS 1:1 Part 2A - All dividends/distributions basic details 2A.1 Type of dividend/distribution 2A.2 The Dividend/distribution: does not relate to a specific period within the financial year in which it was paid 2A.4 +Record Date Friday February 19, 2021 2A.5 Ex Date Thursday February 18, 2021 Special New announcement


Notification of dividend / distribution Notification of dividend / distribution 3 / 4 2A.6 Payment Date Friday April 30, 2021 2A.7 Are any of the below approvals required for the dividend/distribution before business day 0 of the timetable? Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity required before business day 0 of the timetable for the dividend/distribution. 2A.8 Currency in which the dividend/distribution is made ("primary currency") USD - US Dollar 2A.9 Total dividend/distribution payment amount per +security (in primary currency) for all dividends/distributions notified in this form USD 0.70000000 2A.9a AUD equivalent to total dividend/distribution amount per +security AUD 2A.9b If AUD equivalent not known, date for information to be released Monday February 22, 2021 Estimated or Actual? 2A.10 Does the entity have arrangements relating to the currency in which the dividend/distribution is paid to securityholders that it wishes to disclose to the market? 2A.11 Does the entity have a securities plan for dividends/distributions on this +security? 2A.12 Does the +entity have tax component information apart from franking? 2A.13 Withholding tax rate applicable to the dividend/distribution (%) 25.000000 % Part 2B - Currency Information 2B.1 Does the entity default to payment in certain currencies dependent upon certain attributes such as the banking instruction or registered address of the +securityholder? (For example NZD to residents of New Zealand and/or USD to residents of the U.S.A.). No No We do not have a securities plan for dividends/distributions on this security Yes Actual No


Notification of dividend / distribution Notification of dividend / distribution 4 / 4 2B.2 Please provide a description of your currency arrangements The dividend is payable in Australian currency unless the security holder elect otherwise Part 3B - Special dividend/distribution 3B.1 Is the special dividend/distribution estimated at this time? 3B.1a Special dividend/distribution estimated amount per +security USD 3B.1b Special dividend/distribution amount per +security USD 0.70000000 3B.2 Is special dividend/distribution franked? 3B.3 Percentage of special dividend/distribution that is franked 0.0000 % 3B.4 Special dividend/distribution franked amount per +security USD 0.00000000 3B.5 Percentage of special dividend/distribution that is unfranked 100.0000 % 3B.6 Special dividend/distribution unfranked amount per +security excluding conduit foreign income amount USD 0.70000000 Part 5 - Further information 5.1 Please provide any further information applicable to this dividend/distribution 5.2 Additional information for inclusion in the Announcement Summary No No