It is proposed that this filing become effective under Rule 466: |
o immediately upon filing.
o on (Date) at (Time)
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered
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Proposed Maximum
Aggregate Price Per Unit*
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Proposed Maximum
Aggregate Offering Price**
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Amount of
Registration Fee
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing five CHESS Units of Foreign Securities representing Ordinary Shares of James Hardie Industries plc
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50,000,000
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$0.05
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$2,500,000
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$322
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*
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Each unit represents one American Depositary Share.
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**
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Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares.
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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Item 1.
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DESCRIPTION OF SECURITIES TO BE REGISTERED
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Item Number and Caption
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Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
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1. |
Name of depositary and address of its principal executive office
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Face of Receipt, Introductory article and bottom center
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2. |
Title of Receipts and identity of deposited securities
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Face of Receipt, Top center
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Terms of Deposit:
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(i) |
The amount of deposited securities represented by one American Depositary Share
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Face of Receipt, Upper right corner
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(ii) |
The procedure for voting, if any, the deposited securities
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Paragraph (15)
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(iii) |
The collection and distribution of dividends
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Paragraph (13)
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(iv) |
The transmission of notices, reports and proxy soliciting material
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Paragraphs (12), (14) and (15)
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(v) |
The sale or exercise of rights
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Paragraphs (2), (6), (13), (16) and (21)
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(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (13) and (16)
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(vii) |
Amendment, extension or termination of the deposit arrangements
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Paragraphs (20) and (21) (no provision for extensions)
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(viii) |
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
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Paragraph (12)
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(ix) |
Restrictions upon the right to deposit or withdraw the underlying securities
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Paragraphs (2), (3) and (4)
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(x) |
Limitation upon the liability of the depositary
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Paragraphs (6), (10), (15), (16), (17), (18) and (21)
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3. |
Fees and charges which may be imposed directly or indirectly against holders of Receipts
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Paragraph (9)
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Item 2. AVAILABLE INFORMATION
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Paragraph (12)
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Item 3.
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EXHIBITS
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(a)
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Form of Amended and Restated Deposit Agreement, dated as of , 2014, by and among James Hardie Industries plc, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). – Filed herewith as Exhibit (a).
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(b)
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Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. – Not Applicable.
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(c)
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Every material contract relating to the deposited securities between the Depositary and the Company in effect at any time within the last three years. – Not Applicable.
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(d)
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Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d).
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(e)
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Certification under Rule 466. – Not Applicable.
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(f)
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Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto.
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Item 4.
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UNDERTAKINGS
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the issuer.
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(b)
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If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule.
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Legal entity created by the Amended and Restated Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing five CHESS Units of Foreign Securities representing Ordinary Shares of James Hardie Industries plc
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
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By:
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/s/ James Kelly | |
Name: James Kelly | |||
Title: Vice PresidentDirector
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By:
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/s/ Christopher Konopelko | ||
Name: Christopher Konopelko | |||
Title: Director
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Legal entity created by the agreement for the issuance of CHESS Units of Foreign Securities representing Ordinary Shares of James Hardie Industries plc
CHESS Depositary Nominees Pty Limited As depositary for CHESS Units of Foreign Securities
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By:
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/s/ Timothy Hogben | |
Name: Timothy Hogben | |||
Title: Director | |||
James Hardie Industries plc
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By:
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/s/ Louis Gries | |
Name: Louis Gries
Title: Chief Executive Officer
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Signatures
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Capacity
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/s/ Michael Hammes
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Chairman of the Board of Directors
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Michael Hammes
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/s/ Louis Gries
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Chief Executive Officer and Director
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Louis Gries
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/s/ Matthew Marsh
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Chief Financial Officer
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Matthew Marsh
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/s/ Donald McGauchie
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Deputy Chairman of the Board of Directors
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Donald McGauchie
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Non-Executive Director
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Brian Anderson | ||
/s/ David Harrison
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Non-Executive Director
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David Harrison
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/s/ Alison Littley |
Non-Executive Director
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Alison Littley
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/s/ James Osborne
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Non-Executive Director
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James Osborne
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/s/ Rudy van der Meer
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Non-Executive Director
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Rudy van der Meer
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Non-Executive Director
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Russell Chenu
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/s/ Joe Blasko
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Authorized Representative in the United States
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Joe Blasko
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Exhibit Number
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(a) Form of Deposit Agreement
(d) Opinion of counsel to the Depositary
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