Scheme of Arrangement Approval for Proposed Adbri Acquisition

June 14, 2024 at 02:00 AM EDT

CRH plc (NYSE: CRH), the leading provider of building materials solutions, is pleased to announce that Adbri’s Independent Shareholders approved the Scheme of Arrangement (the “Scheme”) under which CRH and the Barro Group (“Barro” and together with CRH the “Partners”) will acquire Adbri Ltd. (“Adbri”) at the Scheme Meeting held on June 12, 2024. The Scheme subsequently received Court approval on June 14, 2024.

Under the approved Scheme, CRH will acquire the remaining 57% of the ordinary shares of Adbri not owned by Barro for the previously agreed cash consideration of A$3.20 per share. The Offer values Adbri at an equity valuation of A$2.1 billion (US$1.4 billion) on a 100% basis and values the approximately 53% of issued share capital that the Partners do not currently have an interest in and which CRH has agreed to acquire at A$1.1 billion (US$0.7 billion). Having previously secured Foreign Investment Review Board (FIRB) approval, all conditions to the transaction have now been satisfied and based on the current timetable for implementation, completion is expected to occur on July 1, 2024.

Albert Manifold, Chief Executive of CRH, said: “We are pleased to receive Independent Adbri Shareholder and Court approval for the proposed acquisition of Adbri in partnership with the Barro family. Adbri is an attractive business with high-quality assets and leading market positions that complement our core competencies in cement, concrete and aggregates while creating additional opportunities for growth and development for our existing Australian business. We look forward to working with the Barro family over the coming years to enhance the long-term growth and performance of Adbri.”

About CRH

CRH (NYSE: CRH, LSE: CRH) is the leading provider of building materials solutions that build, connect and improve our world. Employing approximately 78,500 people at approximately 3,390 operating locations in 28 countries, CRH has market leadership positions in both North America and Europe. As the essential partner for transportation and critical utility infrastructure projects, complex non-residential construction and outdoor living solutions, CRH’s unique offering of materials, products and value-added services helps to deliver a more resilient and sustainable built environment. The company is ranked among sector leaders by Environmental, Social and Governance (ESG) rating agencies. A Fortune 500 company, CRH’s shares are listed on the NYSE and the LSE.

Forward-Looking Statements

This document contains statements that are, or may be deemed to be, forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995.

These forward-looking statements may generally, but not always, be identified by the use of words such as "will", "believe", "continues", "is expected to", “intends to” or similar expressions. These forward-looking statements include all matters that are not historical facts or matters of fact at the date of this document.

This document contains statements that are, or may be deemed to be, forward-looking statements with respect to the business and future performance of CRH and certain of the plans and objectives of CRH, including but not limited to statements regarding plans and expectations in connection with the Scheme and CRH’s partnership with Barro; plans and expectations related to completion of the transaction; and plans and expectations regarding the benefits of the proposed transaction and CRH’s presence in Australia.

Forward-looking statements are subject to risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future and/or are beyond CRH's control or precise estimate.

There are important factors, risks and uncertainties that could cause actual outcomes and results to be materially different, including risks and uncertainties relating to CRH described in Item 1.A – Risk Factors of CRH’s Annual Report on Form 10-K for the year ended December 31, 2023 and CRH’s other filings with the U.S. Securities and Exchange Commission. 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 document. CRH expressly disclaims any obligation or undertaking to publicly update or revise these forward-looking statements other than as required by applicable law.

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Contacts

Albert Manifold, Chief Executive

Jim Mintern, Chief Financial Officer

Frank Heisterkamp, Director of Capital Markets & ESG

Tom Holmes, Head of Investor Relations

ir@crh.com