CRH plc (NYSE:CRH) intent to acquire 57.3% stake in Adbri Limited (ASX:ABC) for AUD1.1 billion on December 17, 2023. CRH plc (NYSE:CRH) agreed to acquire 57.3% stake in Adbri Limited (ASX:ABC) from UBS Group AG (SWX:UBSG) and others for AUD1.1 billion on February 26, 2024. If the Scheme is approved and implemented, each Independent Adbri Shareholder will be entitled to receive AUD 3.20 for each Scheme Share and The maximum consideration payable by CRH in connection with the Scheme will be AUD 1,206,308,768 (based on the maximum number of Adbri Shares permitted to be on issue on the Scheme Record Date under the SID). Subject to agreement of a binding Scheme Implementation Agreement on terms acceptable to the parties, the intention of the Independent Board Committee is to unanimously recommend the proposal, in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the scheme of arrangement is fair and reasonable and in the best interests of Adbri shareholders. CRH proposes to fully fund the Scheme using existing cash reserves of the CRH Group. As per the transaction, a break fee, or reverse break fee, each of approximately AUD 21 million may be payable by Adbri or CRH. The Proposal is subject to a number of conditions including no material adverse changes to the business; CRH completing satisfactory due diligence; Foreign Investment Review Board (?FIRB?) approval; and the Adbri independent directors unanimously recommending and committing to vote in favour of the Proposal. As of May 3, 2024, The Supreme Court of New South Wales made the following orders in relation to the Scheme that Adbri convenes and holds a meeting of Independent Adbri Shareholders to consider and vote on the Scheme (Scheme Meeting); and approving the distribution of the scheme booklet providing information about the Scheme and a notice of Scheme Meeting (Scheme Booklet) to Independent Adbri Shareholders. CRH?s total long position is 309,419,488 Adbri Shares, representing 47.3% of Adbri Shares as at the Last Practicable Date. The Scheme Meeting will be held on June 12, 2024 and Court hearing to approve the Scheme will on June 14, 2024. The transaction is expected to become effective on June 17, 2024. As of May 31, 2024, Adbri is pleased to announce that CRH has received written confirmation from the Foreign Investment Review Board (FIRB) that the Commonwealth Government has no objection under the Foreign Acquisitions and Takeovers Act 1975 to the acquisition by CRH of the Scheme Shares. As of June 6, 2024, the Scheme meeting subject to Adbri Shareholders approving the Scheme to be held on June 12, 2024; and the Court hearing to approve the Scheme will take place on June 14, 2024. As of June 12, 2024, independent Adbri Shareholders vote in favour of Scheme of Arrangement. As of June 14, 2024, the Supreme Court of New South Wales has ordered approving the proposed acquisition by CRH ANZ Pty Ltd of all the issued shares in Adbri that Barro Group Pty Ltd and its associates (Barro Group) do not own, by way of a scheme. Adbri to lodge an office copy of the orders of the Court with the Australian Securities and Investments Commission (ASIC) on June 17, 2024, at which time the Scheme will become effective. Subject to the Scheme becoming legally effective, Independent Adbri Shareholders will be sent AUD 3.20 cash per Adbri Share on the Implementation Date for the Scheme, expected to be July 1, 2024.

Adbri has engaged J.P. Morgan and Barrenjoey as its financial advisers and Herbert Smith Freehills as its legal adviser. Adbri Independent Directors appointed Grant Samuel as the Independent Expert, concluded that the Scheme is fair and reasonable and will receive a fixed fee of AUD 600,000 for the preparation of this report.. PricewaterhouseCoopers as tax advisor to Adbri in relation to the Scheme, and Computershare as the Adbri Share Registry.

CRH plc (NYSE:CRH) completed the acquisition of in Adbri Limited (ASX:ABC) on July 1, 2024.