James Hardie Industries plc 6-K, filed Sep 9, 2022
James Hardie Industries plc (JHX)
6-K
2022-09-09
For: 2022-09-09
View Original
Added on
April 06, 2026
About this 6-K
James Hardie Industries plc filed this 6-K on September 9, 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 September 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 | |||||||
| Substantial Holding Notice | ||||||||
| Substantial Holding Notice | ||||||||
| Substantial Holding Notice | ||||||||
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: 9 September 2022 | By: /s/ Joseph C. Blasko | |||||||
Joseph C. Blasko | ||||||||
General Counsel, Chief Compliance Officer and Company Secretary | ||||||||
6
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| Substantial Holding Notice | ||||||||
| Substantial Holding Notice | ||||||||
| Substantial Holding Notice | ||||||||
7
EXHIBIT 99.1
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
5 September 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 2 September 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.
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), Anne Lloyd (Deputy Chairperson, USA), Peter-John Davis (Aus), Persio Lisboa (USA), Rada Rodriguez (Sweden),
Suzanne B. Rowland (USA), Nigel Stein (UK), Harold Wiens (USA).
Chief Executive Officer and Director: Aaron Erter (USA)
Company number: 485719
ARBN: 097 829 895
DocuSign Envelope ID: 7F664E5C-DAFE-47AA-91D2-777C4433CC7D | ||
Comet Asia Holdings II Pie. Ltd.
10 Changi Business Park Central 2,
01-02 Hansapoint, 486030, Singapore
James Hardie Industries PLC
Group Company Secretary
Second Floor, Europa House,
Harcourt Centre
Harcourt Street
Dublin 2, Ireland
31 August 2022
Dear Sir/Madam,
Re: Disclosure of Holding above 4% Threshold
Comet Asia Holdings II Pte. Ltd, Comet Asia Holdings I Pte. Ltd., KKR Asia Ill Fund Investments Pte. Ltd. and KKR Asian Fund Ill L.P. (each a KKR Entity) have a requirement to make a subsequent disclosure under Section 1048/1050 of the Companies Act 2014.
The KKR Entities have an aggregated interest in James Hardie Industries PLC, Chess Depository Interests of 4.002% ordinary share capital, as at 29 August 2022. This is based upon 17,833,319 shares held and a total of 445,653,365 voting rights on issue.
DocuSign Envelope ID: 7F664E5C-DAFE-47AA-91D2-777C4433CC7D | ||
Page 2
The holdings dissection between entities before notification obligation on 28 August 2022:
Entity | Registered Holder | Holdings of CDI's | Relevant Interest % | ||||||||
Colonial First State Investments Limited | Citibank NA Hong Kong | 6,350,008 | 1.425% | ||||||||
Colonial First State Investments Limited | Citicorp Nominees Pty Limited (Australia) | 10,257,927 | 2.302% | ||||||||
Avanteos Investments Limited | Colonial First State Investments Limited | 30,869 | 0.007% | ||||||||
Colonial First State Investments Limited | Colonial First State Investments Limited | 29,392 | 0.007% | ||||||||
Colonial First State Investments Limited | Northern Trust Company | 1,143,488 | 0.257% | ||||||||
Colonial First State Investments Limited | UBS Nominees Pty Ltd | 6,296 | 0,001% | ||||||||
17,817,980 | 3.998% | ||||||||||
The holdings dissection between entities on notification obligation on 29 August 2022:
Entity | Registered Holder | Holdings of CDI's | Relevant Interest % | ||||||||
Colonial First State Investments Limited | Citibank NA Hong Kong | 6,350,008 | 1.425% | ||||||||
Colonial First State Investments Limited | Citicorp Nominees Ply Limited (Australia) | 10,287,927 | 2.309% | ||||||||
Avanteos Investments Limited | Colonial First State Investments Limited | 30,869 | 0,007% | ||||||||
Colonial First State Investments Limited | Colonial First State Investments Limited | 29,422 | 0.007% | ||||||||
Colonial First State Investments Limited | Northern Trust Company | 1,128,797 | 0.253% | ||||||||
Colonial First State Investments Limited | UBS Nominees Pty Ltd | 6,296 | 0,001% | ||||||||
17,833,319 | 4.002% | ||||||||||
DocuSign Envelope ID: 7F664E5C-DAFE-47M-9102-777C4433CC7D | ||
Page 3
Transactions on the notification obligation date:
Date of Change | Registered Company | Class | Transaction Type | Number of Securities | Cash Consideration | ||||||||||||
Monday, 29 August 2022 | Citicorp Nominees Pty limited (Australia) | Chess Depository Interests | Purchase | 30,000 | 996,756,00 | ||||||||||||
Monday, 29 August 2022 | Colonial First State Investments limited | Chess Depository Interests | Purchase | 1 | 33,35 | ||||||||||||
Monday, 29 August 2022 | Colonial First State Investments limited | Chess Depository Interests | Purchase | 1 | 33,35 | ||||||||||||
Monday, 29 August 2022 | Colonial First State Investments limited | Chess Depository Interests | Purchase | 28 | 933,80 | ||||||||||||
Monday, 29 August 2022 | Northern Trust Company | Chess Depository Interests | Sale | 14,691 | 488,118.76 | ||||||||||||
Thank you for your attention in this matter.
Yours faithfully,
Director
EXHIBIT 99.2
James Hardie Industries plc
Europa House 2nd Floor,
Harcourt Centre
Harcourt Street, Dublin 2,
D02 WR20, Ireland
T: +353 (0) 1 411 6924
F: +353 (0) 1 479 1128
6 September 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 5 September 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.
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), Anne Lloyd (Deputy Chairperson, USA), Peter-John Davis (Aus), Persio Lisboa (USA), Rada Rodriguez (Sweden),
Suzanne B. Rowland (USA), Nigel Stein (UK), Harold Wiens (USA).
Chief Executive Officer and Director: Aaron Erter (USA)
Company number: 485719
ARBN: 097 829 895
Superannuation and Investments HoldCo Pty Ltd ACN 644 660 882
Ground Floor Tower 1, 201 Sussex Street, Sydney, NSW, 2000, Australia
James Hardie Industries PLC
Group Company Secretary
Second Floor, Europa House,
Harcourt Centre
Harcourt Street
Dublin 2, Ireland
5 September 2022
Dear Sir/Madam,
Re: Disclosure of Holding below 4% Threshold
Superannuation and Investments HoldCo Pty Ltd on behalf of its subsidiaries: Avanteos Investments Limited and Colonial First State Investments 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 3.988% ordinary share capital, as at 2 September 2022. This is based upon 17,773,773 shares held and a total of 445,653,365 voting rights on issue.
Page 2 | ||
The holdings dissection between entities within Superannuation and Investments HoldCo Pty Ltd before notification obligation on 1 September 2022:
Entity | Registered Holder | Holdings of CDI's | Relevant Interest % | ||||||||
Colonial First State Investments Limited | Citibank N A Hong Kong | 6,352,715 | 1.425% | ||||||||
Colonial First State Investments Limited | Citicorp Nominees Pty Limited (Australia) | 10,310,119 | 2.313% | ||||||||
Avanteos Investments Limited | Colonial First State Investments Limited | 31,745 | 0.007% | ||||||||
Colonial First State Investments Limited | Colonial First State Investments Limited | 30,048 | 0.007% | ||||||||
Colonial First State Investments Limited | Northern Trust Company | 1,100,993 | 0.247% | ||||||||
Colonial First State Investments Limited | UBS Nominees Pty Ltd | 6,296 | 0.001% | ||||||||
17,831,916 | 4.001% | ||||||||||
The holdings dissection between entities within Superannuation and Investments HoldCo Pty Ltd on notification obligation on 2 September 2022:
Entity | Registered Holder | Holdings of CDI's | Relevant Interest % | ||||||||
Colonial First State Investments Limited | Citibank N A Hong Kong | 6,352,715 | 1.425% | ||||||||
Colonial First State Investments Limited | Citicorp Nominees Pty Limited (Australia) | 10,310,119 | 2.313% | ||||||||
Avanteos Investments Limited | Colonial First State Investments Limited | 31,745 | 0.007% | ||||||||
Colonial First State Investments Limited | Colonial First State Investments Limited | 30,156 | 0.007% | ||||||||
Colonial First State Investments Limited | Northern Trust Company | 1,042,742 | 0.234% | ||||||||
Colonial First State Investments Limited | UBS Nominees Pty Ltd | 6,296 | 0.001% | ||||||||
17,773,773 | 3.988% | ||||||||||
Page 3 | ||
Transactions on the notification obligation date:
Date of Change | Registered Company | Class | Transaction Type | Number of Securities | Cash Consideration | ||||||||||||
Friday, 2 September 2022 | Northern Trust Company | Chess Depository Interests | Sale | 58,251 | 1,940,620.41 | ||||||||||||
Friday, 2 September 2022 | Colonial First State Investments Limited | Chess Depository Interests | Purchase | 108 | 3,615.84 | ||||||||||||
Thank you for your attention in this matter.
Yours faithfully,
Mai Poon
Senior Manager Corporate Actions
EXHIBIT 99.3
James Hardie Industries plc
Europa House 2nd Floor,
Harcourt Centre
Harcourt Street, Dublin 2,
D02 WR20, Ireland
T: +353 (0) 1 411 6924
F: +353 (0) 1 479 1128
7 September 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 6 September 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.
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), Anne Lloyd (Deputy Chairperson, USA), Peter-John Davis (Aus), Persio Lisboa (USA), Rada Rodriguez (Sweden),
Suzanne B. Rowland (USA), Nigel Stein (UK), Harold Wiens (USA).
Chief Executive Officer and Director: Aaron Erter (USA)
Company number: 485719
ARBN: 097 829 895
DocuSign Envelope ID: 539FBCA2-A508-4EA5-A4D4-FD3324769F98 | ||
Comet Asia Holdings II Pte. Ltd.
10 Changi Business Park Central 2,
01-02 Hansapoint, 486030, Singapore
James Hardie Industries PLC
Group Company Secretary
Second Floor, Europa House,
Harcourt Centre
Harcourt Street
Dublin 2, Ireland
5 September 2022
Dear Sir/Madam,
Re: Disclosure of Holding below 4% Threshold
Comet Asia Holdings II Pte. Ltd, Comet Asia Holdings I Pte. Ltd., KKR Asia Ill Fund Investments Pte. Ltd. and KKR Asian Fund Ill L.P. (each a KKR Entity) have a requirement to make a subsequent disclosure under Section 1048/1050 of the Companies Act 2014.
The KKR Entities have an aggregated interest in James Hardie Industries PLC, Chess Depository Interests of 3.988% ordinary share capital, as at 2 September 2022. This is based upon 17,773,773 shares held and a total of 445,653,365 voting rights on issue.
DocuSign Envelope ID: 539FBCA2-A508-4EA5-A4D4-FD3324769F98 | ||
Page 2
The holdings dissection between entities before notification obligation on 1 September 2022:
Entity | Registered Holder | Holdings of CDI's | Relevant Interest % | ||||||||
Colonial First State Investments Limited | Citibank NA Hong Kong | 6,352,715 | 1.425% | ||||||||
Colonial First State Investments Limited | Citicorp Nominees Pty Limited (Australia) | 10,310,119 | 2.313% | ||||||||
Avanteos Investments Limited | Colonial First State Investments Limited | 31,745 | 0.007% | ||||||||
Colonial First State Investments Limited | Colonial First State Investments Limited | 30,048 | 0.007% | ||||||||
Colonial First State Investments Limited | Northern Trust Company | 1,100,993 | 0.247% | ||||||||
Colonial First State Investments Limited | UBS Nominees Pty Ltd | 6,296 | 0,001% | ||||||||
17,831,916 | 4.001% | ||||||||||
The holdings dissection between on notification obligation on 2 September 2022:
Entity | Registered Holder | Holdings of CDI's | Relevant Interest % | ||||||||
Colonial First State Investments Limited | Citibank NA Hong Kong | 6,352,715 | 1.425% | ||||||||
Colonial First State Investments Limited | Citicorp Nominees Pty Limited (Australia) | 10,310,119 | 2.313% | ||||||||
Avanteos Investments Limited | Colonial First State Investments Limited | 31,745 | 0.007% | ||||||||
Colonial First State Investments Limited | Colonial First State Investments Limited | 30,156 | 0.007% | ||||||||
Colonial First State Investments Limited | Northern Trust Company | 1,042,742 | 0.234% | ||||||||
Colonial First State Investments Limited | UBS Nominees Pty Ltd | 6,296 | 0.001% | ||||||||
17,773,773 | 3.988% | ||||||||||
DocuSign Envelope ID: 539FBCA2-A508-4EA5-A4D4-FD3324769F98 | ||
Page 3
Transactions on the notification obligation date:
Date of Change | Registered Company | Class | Transaction Type | Number of Securities | Cash Consideration | ||||||||||||
Friday, 2 September 2022 | Northern Trust Company | Chess Depository Interests | Sale | 58,251 | 1,940,620.41 | ||||||||||||
Friday, 2 September 2022 | Colonial First State Investments Limited | Chess Depository Interests | Purchase | 108 | 3,615.84 | ||||||||||||
Thank you for your attention in this matter.
Yours faithfully,
Authorised Signatory