Name of entity |
James Hardie Industries plc |
ABN |
097 829 895 Incorporated in Ireland. The liability of members is limited. |
1 | +Class of +securities issued or to be issued | RSUs granted under the James Hardie Industries Long Term Incentive Plan 2006 (2006 Plan): • Returned on Capital Employed (ROCE) RSUs are contractual entitlements to be issued ordinary shares/CUFS upon satisfaction of certain conditions; and • Relative Total Shareholder Return (TSR) RSUs are contractual entitlements to be issued ordinary shares/CUFS upon satisfaction of certain conditions. | ||
2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued | RSUs granted on 21 August 2017 (US time): 1,447,642. | ||
3 | Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) | RSUs granted: Two separate tranches granted, as follows: • 515,249 ROCE RSUs, which will vest between 3 and 5 years from the date of grant depending on JHIplc’s ROCE performance and negative discretion applied by the Remuneration Committee; and • 932,393 Relative TSR RSUs, which will vest between 3 and 5 years from the date of grant depending on JHIplc’s TSR performance relative to its peer group. Upon vesting, the holder of an RSU will be entitled to be issued one ordinary share/CUFS for each RSU held. | ||
4 | Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment | RSUs granted: Not applicable. | ||
5 | Issue price or consideration | RSUs granted: 1,447,642. No cash consideration was paid. | ||
6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) | RSUs granted: • Grant of 515,249 ROCE RSUs, under the 2006 LTI Plan as part of the LTI received by senior executives for FY18; and • Grant of 932,393 Relative TSR RSUs, under the 2006 LTI Plan as part of the LTI received by senior executives for FY18. | ||
6a | Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i | No. Equity securities issued under the 2001 Plan are no longer the subject of security holder approval. | ||
6b | The date the security holder resolution under rule 7.1A was passed | Not applicable | ||
6c | Number of +securities issued without security holder approval under rule 7.1 | 0 | ||
6d | Number of +securities issued with security holder approval under rule 7.1A | Not applicable | ||
6e | Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) | Not applicable | ||
6f | Number of +securities issued under an exception in rule 7.2 | RSUs granted: 1,447,642. | ||
6g | If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. | Not applicable | ||
6h | If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements | Not applicable | ||
6i | Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements | 65,818,808 (Annexure 1 attached) | ||
7 | +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. | 22 August 2017 | ||
Number | +Class | |||
8 | Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) | 440,896,295 | Ordinary shares/CUFS | |
Number | +Class | ||
9 | Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) | 12,489 587,053 4,152,827 No 2006 Plan RSUs have been cancelled. 8,128 2001 Plan RSUs have been cancelled. No 2001 Plan stock options have been cancelled. | 2001 Plan Options 2001 Plan RSUs 2006 Plan RSUs |
10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | Ordinary shares/CUFS issued on vesting of RSUs rank for dividends equally with issued ordinary shares/CUFS. | |
11 | Is security holder approval required? | Not applicable |
12 | Is the issue renounceable or non-renounceable? | Not applicable |
13 | Ratio in which the +securities will be offered | Not applicable |
14 | +Class of +securities to which the offer relates | Not applicable |
15 | +Record date to determine entitlements | Not applicable |
16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? | Not applicable |
17 | Policy for deciding entitlements in relation to fractions | Not applicable |
18 | Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. | Not applicable |
19 | Closing date for receipt of acceptances or renunciations | Not applicable |
20 | Names of any underwriters | Not applicable |
21 | Amount of any underwriting fee or commission | Not applicable |
22 | Names of any brokers to the issue | Not applicable |
23 | Fee or commission payable to the broker to the issue | Not applicable |
24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders | Not applicable |
25 | If the issue is contingent on security holders’ approval, the date of the meeting | Not applicable |
26 | Date entitlement and acceptance form and offer documents will be sent to persons entitled | Not applicable |
27 | If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders | Not applicable |
28 | Date rights trading will begin (if applicable) | Not applicable |
29 | Date rights trading will end (if applicable) | Not applicable |
30 | How do security holders sell their entitlements in full through a broker? | Not applicable |
31 | How do security holders sell part of their entitlements through a broker and accept for the balance? | Not applicable |
32 | How do security holders dispose of their entitlements (except by sale through a broker)? | Not applicable |
33 | +Issue date | Not applicable |
34 | Type of +securities (tick one) | |
(a) | +Securities described in Part 1 | |
(b) | All other +securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities | |
Tick to indicate you are providing the information or documents | ||
35 | If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders | |
36 | If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over | |
37 | A copy of any trust deed for the additional +securities | |
38 | Number of +securities for which +quotation is sought | Not applicable | |
39 | Class of +securities for which quotation is sought | Not applicable | |
40 | Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment | Not applicable | |
41 | Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security) | Not applicable | |
Number | +Class | ||
42 | Number and +class of all +securities quoted on ASX (including the +securities in clause 38) | Not applicable | Not applicable |
1 | +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides. |
2 | We warrant the following to ASX. |
• | The issue of the +securities to be quoted complies with the law and is not for an illegal purpose. |
• | There is no reason why those +securities should not be granted +quotation. |
• | An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. |
• | Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted. |
• | If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted. |
3 | We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. |
4 | We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. |
Company Secretary |
Print name: | Natasha Mercer |
Rule 7.1 – Issues exceeding 15% of capital | |
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated | |
Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue | 445,602,441 |
Add the following: • Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid +ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items | 1,383,987 Not applicable Not applicable |
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period | (6,090,133) |
“A” | 440,896,295 |
Step 2: Calculate 15% of “A” | |
“B” | 0.15 [Note: this value cannot be changed] |
Multiply “A” by 0.15 | 66,134,444 |
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used | |
Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items | 315,636 |
“C” | 315,636 |
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 | |
“A” x 0.15 Note: number must be same as shown in Step 2 | 66,134,444 |
Subtract “C” Note: number must be same as shown in Step 3 | (315,636) |
Total [“A” x 0.15] – “C” | 65,818,808 [Note: this is the remaining placement capacity under rule 7.1] |
Rule 7.1A – Additional placement capacity for eligible entities | |
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated | |
“A” Note: number must be same as shown in Step 1 of Part 1 | Not applicable |
Step 2: Calculate 10% of “A” | |
“D” | 0.10 Note: this value cannot be changed |
Multiply “A” by 0.10 | Not applicable |
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used | |
Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items | Not applicable |
“E” | Not applicable |
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A | |
“A” x 0.10 Note: number must be same as shown in Step 2 | Not applicable |
Subtract “E” Note: number must be same as shown in Step 3 | Not applicable |
Total [“A” x 0.10] – “E” | Not applicable Note: this is the remaining placement capacity under rule 7.1A |