Issue of Equity
CRH PLC
6 March 2001
6 March 2001
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR SWEDEN.
CRH plc
1 FOR 4 RIGHTS ISSUE OF UP TO 103,622,311 NEW ORDINARY SHARES AT EURO 10.50
PER NEW ORDINARY SHARE
CRH today announces that it is raising approximately euro 1.1 billion, net of
expenses by the issue of up 103,622,311 Rights Shares at a price of euro 10.50
per share. The issue is being made by way of a rights issue to Qualifying
Shareholders (other than certain Overseas Shareholders) on the basis of one
Rights Share for every four Existing Ordinary Shares held at the close of
business on 2 March 2001. The Rights Issue has been fully underwritten by UBS
Warburg and Davy.
Information on CRH
CRH, headquartered in Ireland and with operations in 19 countries, has a
presence across the construction industry supply chain through three closely
related core businesses: primary materials, value-added building products and
distribution. CRH has over 40,000 employees at more than 1,300 locations
worldwide. The Group is organised on a product basis with four divisions in
Europe and the Americas.
CRH's strategy is based on building leadership positions in its businesses in
regional markets. This is achieved through improving existing operations,
investing in capacity enhancements, developing new products and markets and
through acquiring and growing mid-sized companies. This acquisition strategy
is augmented from time to time by larger deals, which extend the Group's
geographic reach or product range and offer new strategic platforms for future
growth.
Development strategy
CRH is organised for growth with 14 development teams worldwide which generate
an ongoing flow of acquisition opportunities. The acquisition efforts of these
development teams has gathered momentum in recent years as evidenced by the
trend in acquisition spending shown below:
1996 1997 1998 1999 2000 1996-2000
Total acquisition expenditure (euro 532 241 604 1,421 1,605 4,403
million)
Geographical Breakdown
Europe 15% 9% 66% 48% 37% 40%
The Americas 85% 91% 34% 52% 63% 60%
Source: Extracted from the Annual Report and Accounts of CRH for the years
1996 to 1999 and the Preliminary Results for the year ended 31 December 2000.
Over the period 1996 to 2000 CRH has spent a total of euro 4.4 billion on
acquisitions and investments to expand and diversify its activities, over euro
3.0 billion of this over the last two years. Major acquisitions over this
period have included Tilcon (1996 euro 253m), Ibstock PLC (1998/99 euro 550m),
Thompson-McCully (1999 euro 425m); Finnhsementti/Lohja Rudus (1999 euro 420m),
The Shelly Company (2000 euro 348m) and the Jura Group (2000 euro 425m gross,
euro 268m net of surplus asset disposals). Combined with these larger
acquisitions, the Group has continued to generate a flow of small to medium
sized bolt-on deals which build on and expand existing platforms.
The momentum provided by CRH's development strategy, when combined with a
strong performance from organic operations, has resulted in an impressive
financial performance over the past five years with significant increases in
sales and key profitability measures shown below:
1996 1997 1998 1999* 2000
Sales +33% +26% +23% +29% +32%
Profit before taxation +26% +26% +27% +40% +22%
Earnings per share (EPS) +18% +19% +24% +35% +17%
Cash (EPS) +20% +20% +25% +45% +27%
* excludes exceptional net profit before tax of euro 64.2m, euro 38.5m
after tax.
Source: Extracted from the Annual Report and Accounts of CRH for the years
1996 to 1999 and the Preliminary Results for the year ended 31 December 2000.
The results for 2000 announced today demonstrate the continued successful
delivery of CRH's growth strategy.
Background to and reasons for the Rights Issue
This total acquisition expenditure of euro 4.4 billion over the past five
years has been funded primarily from increased use of CRH's significant debt
capacity, with just two 5 per cent. equity placings in 1996 and 2000 raising a
total of euro 473 million, net of expenses. The Group's increased utilisation
over recent years of this capacity as part of its planned acquisition
programme is reflected in lower levels of interest cover down from 10.3 times
in 1996 to 6.7 times in 2000, based on the Group's earnings before interest,
tax, depreciation and amortisation.
While the Group's strong cash flow is capable of financing a reasonable level
of ongoing acquisition activity, the Board believes that an equity input by
way of a rights issue at this point in time is desirable, to back the
extensive resources committed to development and to ensure that the Group is
not constrained in its plans to take full advantage of attractive acquisition
opportunities as they arise in its various geographic, product and sectoral
markets. The Rights Issue announced today will contribute to the further
expansion of the Group.
As at 5 March 2001, the CRH Board had approved potential acquisitions
totalling euro 453 million, 80 per cent. of which are within Europe and 20 per
cent. of which are in the US. Further announcements will be made by the
Company, if necessary, upon completion of these deals which are dependent,
among other things, on satisfactory due diligence and in some instances
regulatory approval. Until such time as the net proceeds of the Rights Issue
are used to finance the Group's ongoing acquisition activity the net proceeds
will be used to pay down short term debt or be held on deposit.
The Rights Issue has been fully underwritten by UBS Warburg and Davy. In view
of the size of the discount to the current share price, the commission
expected to be payable by the Company (0.5 per cent. of the value
underwritten) is significantly less than would typically be paid on a
conventionally discounted rights issue.
Current trading and prospects
In Ireland, the outlook suggests further growth albeit at more moderate levels
than in recent years. Activity in the UK is likely to remain relatively flat.
In the principal mainland European countries reasonable growth is expected in
2001. Although US markets look likely to slow somewhat from recent high
levels, a major downturn is not expected and investment in infrastructure
should be underpinned by an increasing impetus from the strong Federal TEA 21
highway funding. Since 31 December 2000 trading has been satisfactory and in
line with CRH's expectations.
Overall, improvements from existing businesses are expected and together with
the full year impact of businesses acquired during 2000, CRH looks forward to
continued progress in the year ahead.
Additional information
The Rights Issue Shares will rank pari passu with the existing Ordinary Shares
of the Company save that they will not carry any entitlement to the final
dividend for the year ended 31 December 2000. The Existing Ordinary Shares go
ex-dividend on 14 March 2001.
Application has been made to the UK Listing Authority, the London Stock
Exchange plc (the 'LSE') and The Irish Stock Exchange Limited for up to
103,622,311 Rights Issue Shares to be admitted to the Official List of the UK
Listing Authority and for admission to trading on the LSE's market for listed
securities and on the Irish Stock Exchange, respectively. It is expected that
Admission of the Rights Shares, nil paid, will become effective on 7 March
2001.
UBS Warburg and Davy are acting as underwriters and financial advisers to the
Company with regard to the Rights Issue. This announcement has been issued by
and is the sole responsibility of the Company. It has been approved by UBS
Warburg which is regulated in the United Kingdom by The Securities and Futures
Authority Limited, solely for the purposes of Section 57 of The Financial
Services Act 1986 and by Davy which is regulated by the Central Bank of
Ireland pursuant to the Investment Intermediaries Act, 1995 and the Stock
Exchange Act, 1995 of Ireland.
Each of UBS Warburg and Davy is acting exclusively for CRH plc and no-one else
in connection with the Rights Issue and will not be responsible to anyone
other than CRH plc for providing the protections afforded to customers of UBS
Warburg or Davy or for providing advice in relation to the Rights Issue or any
matter referred to herein.
These materials are not for distribution, directly or indirectly, in or into
the United States. These materials are not an offer of securities for sale
into the United States. The securities are not being registered under the US
Securities Act of 1933 and may not be offered or sold in the United States or
to, or for the account or benefit of, US persons (as such terms are defined in
Regulation S under such Act) unless they are registered or exempt from
registration. No public offering of securities is being made into the United
States.
This document does not constitute, or form part of, an offer, or solicitation
of an offer, to purchase or subscribe for any rights shares or other
securities. These may only be made on the basis of information contained in
the prospectus issued on 6 March 2001, copies of which are available at the
registered office of the Company.
Certain statements made in this announcement are forward-looking statements.
Such statements are based on current expectations and are subject to a number
of risks and uncertainties that could cause actual results and performance to
differ materially from any expected future results or performance, expressed
or implied, by the forward-looking statement. The Company assumes no
responsibility to update any of the forward-looking statements contained
herein except to the extent required by law.
Expected Timetable of Principal Events
Record date for the Rights Issue 2 March 2001
Despatch of Prospectus and Provisional Allotment Letters 6 March 2001
('PALs')
Dealings in Rights Shares commence, nil paid 7 March 2001
Latest time and date for splitting PALs, nil paid 3:00pm on 23 March
2001
Latest time and date for acceptance and payment in full 3:00pm on 27 March
2001
Dealings in the Rights Share commence, fully paid 8:00am on 28 March
2001
Latest time and date for splitting, fully paid 3:00pm on 17 April
2000
Latest time and date for registration of renunciation 3:00pm on 19 April
2001
Expected date for crediting of CREST Member Accounts 20 April 2001
Expected date of despatch of definitive share certificates on or before 26
in respect of Rights Shares, April 2001
For further information please contact:
CRH
Liam O'Mahony, Chief Executive 00 353 1 404 1000
Harry Sheridan, Finance Director 00 353 1 404 1000
Myles Lee, General Manager Finance 00 353 1 404 1000
UBS Warburg
Paul Nicholls, Corporate Finance 00 44 207 568 2016
Philip Shelley, Capital Markets 00 44 207 568 2730
Davy Stockbrokers
Kyran McLaughlin, Head of Equities 00 353 1 614 8949
Paul Burke, Head of Investor Relations 00 353 1 614 8965
CRH plc, Belgard Castle, Clondalkin, Dublin 22, Ireland
TELEPHONE +353.1.4041000
FAX +353.1.4041007