James Hardie Industries plc 6-K, filed Jan 20, 2023
James Hardie Industries plc (JHX)
6-K
2023-01-20
For: 2023-01-20
View Original
Added on
April 06, 2026
About this 6-K
James Hardie Industries plc filed this 6-K on January 20, 2023.
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 January 2023
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 | |||||||
| Q3 FY23 Results Notification | ||||||||
| Share Cancellation | ||||||||
| JHX Announces Global Leadership Appointments | ||||||||
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: 20 January 2023 | By: /s/ Aoife Rockett | |||||||
Aoife Rockett | ||||||||
Company Secretary | ||||||||
6
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| Q3 FY23 Results Notification | ||||||||
| Share Cancellation | ||||||||
| JHX Announces Global Leadership Appointments | ||||||||
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 | |||||
13 January 2023
The Manager
Company Announcements Office
Australian Securities Exchange Limited
20 Bridge Street
SYDNEY NSW 2000
Dear Sir/Madam
Results Notification
James Hardie will conduct a management briefing on its Third Quarter FY2023 results on Tuesday 14 February 2023.
A teleconference and webcast will be available for analysts, investors and media, as below:
Time: | Sydney, Australia: 9:00am AEST, Tuesday 14 February New York, USA: 9:00pm EDT, Monday 13 February | ||||
Teleconference Registration: | https://s1.c-conf.com/diamondpass/10028036-61ap3z.html | ||||
Webcast URL: | https://edge.media-server.com/mmc/p/uk82i4ue | ||||
Once registered, participants will receive a calendar invitation with global dial-in numbers and a unique PIN which will be required to join the call.
Yours faithfully,
James Brennan-Chong
Director of Investor Relations & Market Intelligence
This announcement has been authorised for release by the Chief Financial Officer, Mr Jason Miele.
Europa House 2nd Floor, Harcourt Centre, Harcourt Street, Dublin 2, D02 WR20, Ireland.
Directors: Anne Lloyd (Chairperson, USA), Peter-John Davis (Aus), Persio Lisboa (USA), Renee Peterson (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
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: Anne Lloyd (Chairperson, USA), Peter-John Davis (Aus), Persio Lisboa (USA), Renee Peterson (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 16 January 2023 The Manager Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam Enclosed is a copy of Irish Companies Registration Office Form B7 in respect of the cancellation of 1,611,572 ordinary shares in James Hardie Industries plc. (James Hardie) as part of the on-market share buy-back. Following this cancellation, James Hardie’s issued capital is 444,246,402 ordinary shares. Regards Aoife Rockett Company Secretary This announcement has been authorised for release by the Chief Financial Officer, Mr Jason Miele.
Media Release 17 January 2023 | EXHIBIT 99.3  | ||||
James Hardie Industries Announces Global Leadership Appointments
Tim Beastrom appointed as Chief Legal Counsel and Joel Wasserman as Vice President, Corporate Communications and Global Brand Management
James Hardie Industries plc (ASX: JHX; NYSE: JHX), the world’s #1 producer and marketer of high-performance fiber cement and fiber gypsum building solutions, today announces the appointment of Mr. Tim Beastrom as Chief Legal Counsel, and Mr. Joel Wasserman as Vice President, Corporate Communications and Global Brand Management, effective immediately. As members of the global executive team, Beastrom and Wasserman will report directly to Chief Executive Officer Aaron Erter.
Mr. Beastrom joins James Hardie as Legal Counsel from a successful career in corporate governance, securities law, ESG risk oversight, M&A, and commercial law. He has 30 years of legal experience, most recently with Ecolab Inc. where he was Chief Securities Counsel and Assistant Secretary and then Sector General Counsel for corporate functions.
Commenting on the appointment of Tim Beastrom, CEO Aaron Erter said, “Tim is a strong leader with the knowledge and experience to make immediate, strategic contributions to our global management team. Our organization around the world will benefit from his rich experience.”
Mr. Wasserman joins James Hardie as Vice President, Corporate Communications and Global Brand Management from Sherwin-Williams where he was responsible for strategic planning and brand management for all brands in the consumer brands group. He has more than 35 years of progressive communications and marketing experience that includes work at various agencies and consumer products companies.
Commenting on the appointment of Joel Wasserman, Chief Executive Officer Aaron Erter said, “Joel has a proven track record of strategically managing brands for growth, and we´re excited for him to join James Hardie. With his background in the residential home improvement category and keen global marketing perspective, he comes poised to closely collaborate with our strong global team.”
Mr. Beastrom completed his Juris Doctor at the University of Minnesota Law School and received his undergraduate degree from Gustavus Adolphus College.
Mr. Wasserman holds a Bachelor of Science degree in economics from Northern Illinois University.
James Hardie Industries
James Hardie (ASX: JHX; NYSE: JHX) is a world leader in fiber cement home siding and exterior design solutions. Hardie® products offer long-lasting beauty and endless design possibilities with trusted protection and low maintenance. As the world’s #1 producer and marketer of high-performance fiber cement and fiber gypsum building solutions, James Hardie offers siding and accessories for every style. Hardie® products are non-combustible and stand up to weather and time while empowering homeowners and building professionals to achieve the home of their dreams. The company pioneered the technology of fiber cement building products made from sustainable raw materials and continues to invest in innovation to transform the industry. James Hardie operates with an inclusive company culture, and an unwavering commitment to Zero Harm. The company proudly employs a diverse global workforce of more than 5,000 employees across operations in North America, Europe, and Asia Pacific.
| Media Release: James Hardie - Announces Global Management Appointments | 1 | ||||
Media Release 17 January 2023 |  | |||||||
For more information and media resources, visit JamesHardie.com and JamesHardie.com/about-us/media-resources./about-us/media-resources. For investor information, please visit ir.jameshardie.com.au.
Connect with James Hardie on social media:
Linkedin.com/JamesHardie
Instagram.com/JamesHardie
Facebook.com/JamesHardie
Twitter.com/JamesHardie
Forward-Looking Statements | ||
This Media Release contains forward-looking statements and information that are necessarily subject to risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of James Hardie to be materially different from those expressed or implied in this release, including, among others, the risks and uncertainties set forth in Section 3 “Risk Factors” in James Hardie’s Annual Report on Form 20-F for the fiscal year ended March 31, 2022; changes in general economic, political, governmental and business conditions globally and in the countries in which James Hardie does business; changes in interest rates; changes in inflation rates; changes in exchange rates; the level of construction generally; changes in cement demand and prices; changes in raw material and energy prices; changes in business strategy and various other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. James Hardie assumes no obligation to update or correct the information contained in this Media Release except as required by law.
This media release has been authorized by Mr. Jason Miele, Chief Financial Offer.
END
Investor/Media/Analyst Enquiries:
James Brennan-Chong
Director of Investor Relations and Market Intelligence
Telephone: | +61 2 9638 9205 | |||||||
Email: | media@jameshardie.com.au | |||||||
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
| Media Release: James Hardie - Announces Global Management Appointments | 2 | ||||