REG-CRH plc CRH Announces Intention to Delist from the LSE and Cancel Preference Shares

CRHAnnouncement

Mon 07:00

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CRH Announces Intention to Delist from the LSE and Cancel Preference Shares

 

 

This document contains inside information.

CRH (NYSE: CRH), the leading provider of building materials, today announces
its intention to delist from the London Stock Exchange (LSE) its ordinary
shares and 7% preference shares (the “LSE Delisting”) and, subject to
shareholder approval, to cancel CRH’s 5% and 7% preference shares (the
“Preference Share Cancellations”). The proposed Preference Share
Cancellations will have no impact on the ordinary shares. CRH’s primary
listing has been on the New York Stock Exchange (NYSE) since September 2023.
Once the LSE Delisting takes effect, CRH’s ordinary shares will be solely
listed on the NYSE.

Background to and Reasons for the LSE Delisting and Preference Share
Cancellations

On February 18, 2026, CRH announced its intention to undertake a review of its
LSE ordinary share listing as well as its preference share capital structure.
As part of the review, CRH carefully considered, among other factors, the
level of trading activity for its ordinary shares on the LSE as well as the
additional cost, regulatory and administrative obligations arising from
retaining the LSE listings and maintaining the 5% and 7% preference shares.
Following completion of the review, the Board is satisfied that it is in the
best interests of CRH and its shareholders to proceed with the LSE Delisting
and, subject to shareholder approval, the Preference Share Cancellations.

LSE Delisting Process

CRH has requested the UK Financial Conduct Authority (FCA) to cancel the
listing of its ordinary shares and its 7% preference shares on the Official
List of the FCA, and to request the LSE to cancel the admission to trading of
those shares on the main market for listed securities of the LSE.

For the purposes of FCA Listing Rule 21.2.17, CRH is required to give at least
20 business days’ notice of the LSE Delisting. It is expected that the LSE
Delisting will become effective from 8:00 a.m. (London time) on April 20,
2026, such that the last day of trading of ordinary shares on the LSE will be
April 17, 2026.

Preference Share Cancellations Process

CRH today also announces the proposed cancellation of its two classes of
preference shares, comprising the 7% preference shares listed on the LSE and
the 5% preference shares listed on Euronext Growth Dublin (EGD). The 7%
preference shares and 5% preference shares have a total par value of
approximately €1.2 million ($1.4 million).

The proposed cancellations would be in exchange for a cash payment of an
amount equal to 40 times the annual dividend per preference share. This
reflects a value determined by reference to the annual dividend per preference
share capitalized at a rate of 2.5156% or approximately 100bps below the
30-year Bund rate as of March 12, 2026. The payments would be €2.54 per
share in respect of the 5% preference shares representing 200% of nominal
value, and €3.556 per share in respect of the 7% preference shares
representing 280% of nominal value, with both classes having a nominal value
of €1.27.

CRH will seek approval for the proposed Preference Share Cancellations from
ordinary shareholders at its 2026 Annual General Meeting to be held on May 7,
2026, and at separate meetings of the preference shareholders to be held on
May 21, 2026. It is expected that, subject to receipt of the requisite
approvals, the Preference Share Cancellations will become effective in
mid-2026. The cancellation of the 5% preference shares, if implemented, will
result in the cancellation of their listing on EGD.

Frequently Asked Questions and Shareholder Helpline

To assist shareholders in preparing for the LSE Delisting and the proposed
Preference Share Cancellations, CRH has prepared answers to Frequently Asked
Questions (FAQ), which are available at
https://www.crh.com/investors/ordinary-shareholders/
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.crh.com%2Finvestors%2Fordinary-shareholders%2F&esheet=54447599&newsitemid=20260313969131&lan=en-US&anchor=https%3A%2F%2Fwww.crh.com%2Finvestors%2Fordinary-shareholders%2F&index=1&md5=2ded709b39b4459e389a42d970b0d13a)
and https://www.crh.com/investors/preference-shareholders/
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.crh.com%2Finvestors%2Fpreference-shareholders%2F&esheet=54447599&newsitemid=20260313969131&lan=en-US&anchor=https%3A%2F%2Fwww.crh.com%2Finvestors%2Fpreference-shareholders%2F&index=2&md5=7781c971212539eafa0533d3457c9a17)
, and, in the case of the FAQs relating to the proposed Preference Share
Cancellations will also be included as an annex to the preliminary and
definitive proxy statements filed with the Securities and Exchange Commission
(the “SEC”). A helpline is also available to assist shareholders, the
contact details for which are included in the FAQ documents.

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 (as incorporated into UK domestic
law by virtue of the UK's European Union (Withdrawal) Act 2018 and the Market
Abuse (Amendment) (EU Exit) Regulations 2019). For the purposes of Article 2
of Commission Implementing Regulation (EU) 2016/1055, the person responsible
for arranging for the release of this announcement on behalf of CRH plc is
Neil Colgan, Company Secretary. The date and time of this statement is the
same as the date and time that it has been communicated to the media.

About CRH

CRH is the leading provider of building materials critical to modernizing
infrastructure. With our team of 83,000 people across 4,000 locations, our
unmatched scale, connected portfolio, and deep local relationships make us the
partner of choice for transportation, water, and reindustrialization projects,
shaping communities for a better tomorrow. CRH (NYSE: CRH) is a member of the
S&P 500 Index. For more information, visit www.crh.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.crh.com%2F&esheet=54447599&newsitemid=20260313969131&lan=en-US&anchor=www.crh.com&index=3&md5=983968da54b27703eb236e0d313e0bdb)
.

Forward-Looking Statements

In reliance upon the “Safe Harbor” provisions of the United States Private
Securities Litigation Reform Act of 1995, CRH is providing the following
cautionary statement.

This announcement contains statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements may generally,
but not always, be identified by the use of words such as “will”,
“anticipates”, “should”, “could”, “would”, “targets”,
“aims”, “may”, “continues”, “expects”, “is expected to”,
“estimates”, “believes”, “intends” or similar expressions. These
forward-looking statements include all matters that are not historical facts
or matters of fact at the date of this announcement. In particular, statements
regarding the expected timing and benefits of the LSE Delisting and the
Preference Share Cancellations, respectively, are forward-looking in nature.

By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future and reflect our current expectations and assumptions as to
such future events and circumstances that may not prove accurate. You are
cautioned not to place undue reliance on any forward-looking statements. These
forward-looking statements are made as of the date of this announcement. We
expressly disclaim any obligation or undertaking to publicly update or revise
these forward-looking statements other than as required by applicable law.

A number of material factors could cause actual results and developments to
differ materially from those expressed or implied by these forward-looking
statements, certain of which are beyond our control, and which include, but
are not limited to, (i) the risk that the Preference Share Cancellations may
not be approved by CRH’s shareholders or completed in a timely manner or at
all, (ii) unexpected costs, charges or expenses relating to the LSE Delisting
or the Preference Share Cancellations are incurred, and (iii) the risks and
uncertainties described under “Risk Factors” in CRH’s 2025 Form 10-K and
in its other filings with the SEC.

Additional Information

This communication is being made, in part, in respect of the proposed
Preference Share Cancellations, which is subject to shareholder approval and
which approvals are intended to be sought at CRH’s 2026 AGM. In connection
with CRH’s 2026 AGM, CRH intends to file relevant materials, including
preliminary and definitive proxy statements, with the SEC. A definitive proxy
statement and a proxy card or voting instruction form will be distributed to
shareholders entitled to vote on the matter. This communication is not a
substitute for the definitive proxy statement or any other relevant document
filed by CRH with the SEC.

BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS ENTITLED TO VOTE ON THIS
MATTER ARE URGED TO CAREFULLY READ THE PRELIMINARY AND DEFINITIVE PROXY
STATEMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED PREFERENCE SHARE
CANCELLATIONS.

Any vote in respect of resolutions proposed at CRH’s 2026 AGM, including in
respect of the proposed Preference Share Cancellations, should be made only on
the basis of the information contained in the Company’s definitive proxy
statement. Shareholders can obtain a copy of the definitive proxy statement
and other relevant documents filed by CRH with the SEC, when available, free
of charge by visiting the SEC’s website, www.sec.gov.
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.sec.gov%2F&esheet=54447599&newsitemid=20260313969131&lan=en-US&anchor=www.sec.gov.&index=4&md5=7c053bdc62368a8a5665c80389a0c675)
, or by accessing the “Investors” section of the Company’s website at
www.crh.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.crh.com%2F&esheet=54447599&newsitemid=20260313969131&lan=en-US&anchor=www.crh.com&index=5&md5=f75aaec4ff717003ffad86b3e86abbb0)
.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to,
and does not constitute or form part of, an offer, invitation or the
solicitation of an offer or invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to the
proposed Preference Share Cancellations or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended.

Participants in the Solicitation

The Company and its directors and its executive officers and certain of its
employees may be deemed to be participants in the solicitation of proxies from
the Company’s shareholders in connection with the proposed Preference Share
Cancellations. Information regarding the Company’s directors and executive
officers is included under the sections “Proposal 1—Re-election of
Directors,” “Corporate Governance—Global Leadership Team,”
“Compensation Discussion & Analysis,” “Stock Ownership
Information,” “CEO Pay Ratio,” and “Pay Versus Performance” in the
definitive proxy statement for the Company’s 2025 AGM, which was filed with
the SEC on March 28, 2025, and in the Company’s Current Report on Form 8-K
filed with the SEC on May 9, 2025. Additional information regarding ownership
of the Company’s securities by its directors and executive officers is
included in each person’s respective SEC filings on Forms 3 and 4. A copy of
these documents may be obtained free of charge by visiting the SEC’s
website, www.sec.gov
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.sec.gov%2F&esheet=54447599&newsitemid=20260313969131&lan=en-US&anchor=www.sec.gov&index=6&md5=80976478da6d097a23c3d66b9421e651)
., or by accessing the “Investors” section of the Company’s website at
www.crh.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.crh.com%2F&esheet=54447599&newsitemid=20260313969131&lan=en-US&anchor=www.crh.com&index=7&md5=c842d88df60f9455d8aa61ada0cd7cc2)
.

Tom Holmes

Head of Investor Relations

tholmes@crh.com 
(mailto:tholmes@crh.com) 


Lauren Schulz

Chief Communications Officer

lschulz@crh.com (mailto:lschulz@crh.com)



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