THIS DOCUMENT IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION.

Transcription

1 THIS OFFER TO PURCHASE CONTAINS IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE TO PARTICIPATE IN THE OFFER. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER OR LEGAL ADVISER. THIS DOCUMENT IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION. CRH America, Inc. Offer to Purchase for Cash Any and All of the Outstanding Notes Listed Below Issued by CRH America, Inc. and Guaranteed by CRH plc Title of Security CUSIP/ISIN Outstanding Principal Amount 8.125% Notes due PAJ2/US12626PAJ21 US$650,000,000 Reference US Treasury Security 0.875% US Treasury due July 15, 2018 Fixed Spread (basis points) Bloomberg Reference Page 50 FIT4 The Offer (as defined below) will expire at 11:59 p.m., New York City time, on May 8, 2017, unless extended or earlier terminated (such time and date, as the same may be extended, the Expiration Time ). Holders (as defined below) of Notes (as defined below) must validly tender and not validly withdraw their Notes before the Expiration Time to receive the Total Consideration (as defined below). Notes validly tendered may be withdrawn at any time prior to the Expiration Time, but not thereafter. Unless the Offer is extended, reopened or earlier terminated, payment of the Total Consideration to Holders of Notes that are accepted for purchase is expected to be made on May 11, 2017 (the Notes Settlement Date ), other than the Notes tendered using the guaranteed delivery procedures after the Expiration Time for which payment is expected to be made on May 11, 2017 (the Guaranteed Delivery Settlement Date ; each of the Guaranteed Delivery Settlement Date and the Notes Settlement Date, a Settlement Date ). Holders who validly tender and do not validly withdraw their Notes and whose Notes are accepted for purchase in the Offer will also be paid on the applicable Settlement Date accrued and unpaid interest from the last interest payment date up to, but excluding, the Notes Settlement Date. CRH America, Inc. ( CRH America or the Company ), an indirect wholly owned subsidiary of CRH plc ( CRH and, together with its consolidated subsidiaries, the Group ), formed under the laws of the State of Delaware, hereby offers to purchase for cash (the Offer ), upon the terms and subject to the conditions set forth in this offer to purchase (as it may be amended or supplemented from time to time, the Offer to Purchase ), the related Letter of Transmittal (the Letter of Transmittal ) and the Notice of Guaranteed Delivery (together with the Offer to Purchase, the Offer Materials ), any and all of the debt securities listed in the table above issued by CRH America (the Notes ) and fully, irrevocably and unconditionally guaranteed by CRH, pursuant to guarantees endorsed thereon (the Guarantees ) from each registered holder of Notes (each, a Holder and collectively, the Holders ). The Offer is not conditioned upon any minimum amount of Notes being tendered, and the Offer may be amended, extended or terminated individually at any time prior to the Expiration Time. This Offer to Purchase, the related Letter of Transmittal and the Notice of Guaranteed Delivery, attached as Appendix A hereto, contain important information that should be read before any decision is made with respect to the Offer. In particular, see Risk Factors and Certain Significant Considerations beginning on page 35 of this Offer to Purchase for a discussion of certain factors you should consider in connection with the Offer. Dealer Managers Citigroup HSBC NatWest Markets Wells Fargo Securities May 2, 2017

2 The Notes were issued pursuant to an indenture dated as of March 20, 2002 (the Indenture ) under which The Bank of New York Mellon serves as trustee to the Notes (the Trustee ). The Notes are listed on the New York Stock Exchange. The Total Consideration per each $1,000 principal amount of Notes validly tendered and accepted for payment pursuant to the Offer will be determined in the manner described in this Offer to Purchase by reference to a fixed spread (the Fixed Spread ) over the yield (the Reference Yield ) based on the bid side price of the US Treasury Security specified on the front cover of this Offer to Purchase (the Reference Treasury Security ), as calculated by Citigroup Global Markets Inc., HSBC Securities (USA) Inc., RBS Securities Inc. (marketing name NatWest Markets ) and Wells Fargo Securities, LLC (the Dealer Managers ) at 2:00 p.m., New York City time, on May 8, 2017 (subject to certain exceptions set forth herein, such time and date, as the same may be extended, the Price Determination Time ). Each tendering Holder will also receive on the applicable Settlement Date accrued and unpaid interest on the Notes accepted for purchase from the last interest payment date up to, but excluding, the Notes Settlement Date. Holders of Notes that are validly tendered and not validly withdrawn at or before the Expiration Time and are accepted for purchase will receive on the applicable Settlement Date the Total Consideration. With respect to Notes accepted for purchase pursuant to the guaranteed delivery procedures after the Expiration Time, if any, Holders will receive payment of the Total Consideration, plus accrued interest, for such accepted Notes (to the extent such Notes are not delivered prior to the Expiration Time) three Business Days after the Expiration Time. If the Offer is terminated, Notes tendered pursuant to the Offer will promptly be returned to the tendering Holders. Upon the terms and subject to the conditions of the Offer, CRH America will notify D.F. King & Co., Inc. (the Information and Tender Agent ) promptly after the Expiration Time which Notes are accepted for purchase and payment pursuant to each Offer. Notwithstanding any other provision of the Offer, the Company s obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Offer is subject to, and conditioned upon, the satisfaction of or, where applicable, the Company s waiver of, the General Conditions (as defined below in Conditions to the Offer ). Subject to applicable law, the Offer may be terminated or withdrawn in whole. CRH America reserves the right, subject to applicable law: to waive any or all conditions to the Offer; and to terminate or otherwise amend the Offer. If the Company takes any of these actions, it will make a public announcement thereof using the procedures described under Announcements herein. In the event of a termination or withdrawal of an Offer, Notes tendered and not previously withdrawn and returned pursuant to the Offer will be returned promptly to the tendering Holders thereof. See Risk Factors and Certain Significant Considerations and Certain Tax Considerations for a discussion of certain factors that should be considered in evaluating the Offer. NONE OF CRH, ITS MANAGEMENT, CRH AMERICA, THE DEALER MANAGERS, THE INFORMATION AND TENDER AGENT, THE TRUSTEE OR THEIR RESPECTIVE AFFILIATES MAKES ANY RECOMMENDATION AS TO WHETHER HOLDERS ii

3 SHOULD TENDER NOTES OR REFRAIN FROM TENDERING NOTES IN RESPONSE TO THE OFFER. iii

4 IMPORTANT INFORMATION THIS OFFER TO PURCHASE CONTAINS IMPORTANT INFORMATION THAT YOU SHOULD READ CAREFULLY BEFORE YOU MAKE ANY DECISION WITH RESPECT TO A TENDER OF NOTES PURSUANT TO THE OFFER. D.F. King & Co., Inc. is acting as Information and Tender Agent in connection with the Offer. Requests for additional copies of this Offer to Purchase or the Letter of Transmittal and requests for assistance relating to the procedures for tendering Notes may be directed to the Information and Tender Agent at the address and telephone numbers on the back cover of this Offer to Purchase. Requests for assistance relating to the terms and conditions of the Offer may be directed to the Dealer Managers at the address and telephone numbers on the back cover of this Offer to Purchase. Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance regarding the Offer. Any Holder that wishes to tender Notes should follow the procedures set forth under Procedures for Tendering. A beneficial owner whose Notes are held by a broker, custodian, dealer, commercial bank, trust company or other nominee must contact such nominee if the beneficial owner wishes to tender Notes so held. Beneficial owners of Notes registered in the name of The Depository Trust Company ( DTC ) or its nominee must instruct the broker, dealer, commercial bank, trust company or other nominee that holds Notes on their behalf to tender Notes on such beneficial owners behalf. DTC has authorized DTC participants that hold Notes through DTC on behalf of beneficial owners of Notes (including Euroclear Bank S.A./N.V. ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream and, together with DTC and Euroclear, the Clearing Systems and each, a Clearing System )) to tender their Notes as if they were Holders. To effectively tender Notes, DTC participants may, in lieu of completing and executing the Letter of Transmittal, electronically transmit their acceptance (and thereby tender Notes) through the DTC Automated Tender Offer Program ( ATOP ), for which the Offer will be eligible. See Procedures for Tendering. Beneficial owners of Notes registered in the name of DTC or its nominee and held through Euroclear or Clearstream must arrange for a direct participant in Euroclear or Clearstream to deliver valid Note Instructions (as defined herein) to Euroclear or Clearstream for transmittal to DTC. Only a direct participant in Euroclear or Clearstream may submit Note Instructions to Euroclear or Clearstream. See Procedures for Tendering. If any Holder desires to tender their Notes and (1) such Notes certificates are not immediately available or cannot be delivered to the Information and Tender Agent, (2) such Holder cannot comply with the procedure for book-entry transfer, or (3) such Holder cannot deliver the other required documents to the Information and Tender Agent by the Expiration Time, such Holder must tender their Notes according to the guaranteed delivery procedure described under Procedures for Tendering below. Tendering Holders will not be obligated to pay brokerage fees or commissions to CRH America, the Dealer Managers, the Information and Tender Agent, or the Trustee. Holders who hold Notes through a broker or bank should consult that institution as to whether it will charge any service fees to make a tender. No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in this Offer to Purchase and, if given or made, such information or iv

5 representation may not be relied upon as having been authorized by CRH, CRH America or the Dealer Managers. Neither the Dealer Managers nor the Information and Tender Agent has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealer Managers or the Information and Tender Agent as to the accuracy, adequacy, reasonableness or completeness of the information contained in this Offer to Purchase or any other information provided by CRH or CRH America in connection with the purchase of the Notes. The statements made in this Offer to Purchase are made as of the date on the front cover page, and the statements incorporated by reference are made as of the respective dates of the documents incorporated by reference. The delivery of any of the Offer Materials shall not under any circumstances create any implication that the information contained herein or incorporated by reference is correct as of a later date or that there has been no change in such information or in the affairs of CRH or CRH America or any of their respective consolidated subsidiaries or affiliates, since such dates. From time to time following completion or termination of this Offer, CRH America or its affiliates may acquire Notes that are not purchased in the Offer through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as CRH America or its affiliates may determine, which may be more or less than the price to be paid pursuant to the Offer and could be for cash or other consideration. Alternatively, CRH America or its affiliates may, subject to certain conditions, redeem any or all of the Notes not purchased pursuant to the Offer at any time that CRH America or its affiliates are permitted to do so under the Indenture governing the Notes. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) CRH America or its affiliates may choose to pursue in the future. THE OFFER MATERIALS DO NOT CONSTITUTE AN OFFER TO BUY OR A SOLICITATION OF AN OFFER TO SELL NOTES, AND TENDERS OF NOTES IN THE OFFER WILL NOT BE ACCEPTED, IN ANY CIRCUMSTANCES OR JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IN THOSE JURISDICTIONS WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER WILL BE DEEMED TO BE MADE ON THE COMPANY S BEHALF BY THE DEALER MANAGERS, THEIR AFFILIATES OR ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION. SEE OFFER AND DISTRIBUTION RESTRICTIONS. The Company has not filed this Offer to Purchase with, and it has not been reviewed by, any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of this Offer to Purchase, and it is unlawful and may be a criminal offense to make any representation to the contrary. You should not construe the contents of this Offer to Purchase as legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor as to the legal, business, tax and related matters concerning the Offer. If anyone makes any recommendation or representation or gives any such information, you should not rely upon that recommendation, information or representation as having been authorized by CRH, CRH America, the Dealer Managers, the Information and Tender Agent, or the Trustee. v

6 TABLE OF CONTENTS Page IMPORTANT DATES... 1 SUMMARY... 3 CRH AMERICA, INC CRH PLC RECENT DEVELOPMENTS INCORPORATION BY REFERENCE CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS TERMS OF THE OFFER CONDITIONS TO THE OFFER PURPOSE AND SOURCE OF FUNDS OF THE OFFER PROCEDURES FOR TENDERING AMENDMENT AND TERMINATION OFFER AND DISTRIBUTION RESTRICTIONS RISK FACTORS AND CERTAIN SIGNIFICANT CONSIDERATIONS CERTAIN TAX CONSIDERATIONS DEALER MANAGER AND INFORMATION AND TENDER AGENT MISCELLANEOUS FORMULA FOR DETERMINING TOTAL CONSIDERATION FOR THE NOTES... A HYPOTHETICAL TOTAL CONSIDERATION CALCULATION... B NOTICE OF GUARANTEED DELIVERY... A vi

7 IMPORTANT DATES Holders should note the following dates and times relating to the Offer: Date Calendar Date and Time Event Launch Date... May 2, Announcement of the Offer. Notice provided through a press release on a widely disseminated news service prior to 10:00 a.m., New York City time, and furnished to the Securities and Exchange Commission (the SEC ) under cover of Form 6-K prior to 12:00 noon, New York City time. Notice delivered to DTC and the New York Stock Exchange. Offer Materials available (subject to the restrictions set out in Offer and Distribution Restrictions ) from the Information and Tender Agent and at an Internet address contained in the launch press release. Price Determination Time... Withdrawal Time... 2:00 p.m., New York City time, on May 8, 2017, unless extended. 11:59 p.m., New York City time, on May 8, 2017, unless extended or earlier terminated. The Dealer Managers will calculate the Total Consideration in the manner described in this Offer to Purchase by reference to the Fixed Spread specified on the front cover of this Offer to Purchase over the Reference Yield based on the bid side price of the Reference Treasury Security specified on the front cover of this Offer to Purchase. Holders may withdraw tenders at any time prior to the Expiration Time. Expiration Time... Notes Settlement Date... 11:59 p.m., New York City time, on May 8, 2017, unless extended or earlier terminated. Promptly after the Expiration Time, expected to be May 11, 2017 for Notes validly tendered before the Expiration Time. 1 The last day for Holders to tender Notes to qualify for the payment of the Total Consideration for Notes. CRH America will deposit with the Information and Tender Agent or DTC the amount of cash necessary to pay each Holder of Notes that are accepted for payment, other than the Notes tendered using the guaranteed delivery procedures after the Expiration Time, the Total Consideration, plus accrued and unpaid interest in respect of such Notes. The Information and Tender Agent pays each Holder whose Notes

8 Date Calendar Date and Time Event are accepted for payment the Total Consideration, plus accrued and unpaid interest in respect of such Notes. Guaranteed Delivery Settlement Date... Three Business Days after the Expiration Time, expected to be May 11, CRH America will deposit with the Information and Tender Agent or DTC the amount of cash necessary to pay each Holder of Notes that are accepted for payment and that were tendered using the guaranteed delivery procedures after the Expiration Time, the Total Consideration, plus accrued and unpaid interest in respect of such Notes. The Information and Tender Agent pays each Holder whose Notes are accepted for payment the Total Consideration, plus accrued and unpaid interest in respect of such Notes. Holders are advised to check with any broker, dealer, commercial bank, trust company or other nominee through which they hold Notes whether such intermediary would require to receive instructions to participate in the Offer or withdraw tenders at or before the deadlines specified in this Offer to Purchase. The deadlines set by each Clearing System for the submission of tender and blocking instructions (the Tender Instructions and each, a Tender Instruction ) may also be earlier than the relevant deadlines specified above. See Procedures for Tendering. The Company will make (or cause to be made) announcements regarding the foregoing in accordance with applicable law (i) by the issue of a press release to recognized financial news services that will also be furnished to the SEC on Form 6-K, (ii) by delivery of notices to DTC for communication to persons shown in the records of DTC as direct participants holding interests in the Notes, (iii) on the relevant Reuters International Insider Screen and (iv) by giving notice to the New York Stock Exchange. Copies of all announcements, notices and press releases can also be obtained from the Information and Tender Agent. 2

9 SUMMARY The following summary is provided solely for the convenience of Holders. This summary is not intended to be complete and is qualified in its entirety by reference to the full text and more detailed information contained elsewhere in this Offer to Purchase, the Letter of Transmittal and any amendments or supplements hereto or thereto. Holders are urged to read this Offer to Purchase in its entirety. Each of the capitalized terms used but not defined in this summary has the meaning set forth elsewhere in this Offer to Purchase. The Offeror... CRH America, Inc., a company incorporated in the State of Delaware and the issuer of the Notes. The Notes... Title of Security 8.125% Notes due 2018 CUSIP/ISIN 12626PAJ2/US12626PAJ21 Outstanding Principal Amount US$650,000,000 The Notes are unsecured and unsubordinated indebtedness of CRH America and rank equally without any preference among themselves and with all other present and future unsecured and unsubordinated indebtedness of CRH America s senior indebtedness. The Guarantees... The Offer... Total Consideration... Price Determination Time... Purpose of the Offer... CRH has unconditionally and irrevocably guaranteed the due and punctual payment of the principal, interest, premium, if any, and any other additional amounts payable in respect of the Notes. The Guarantees are unsecured and unsubordinated obligations of CRH and rank equally with all other present and future unsecured and unsubordinated indebtedness of CRH. CRH America is offering to purchase for cash, upon the terms and subject to the conditions set forth in this Offer to Purchase, any and all of the outstanding Notes as set forth in the table on the front cover of this Offer to Purchase, at the price to be determined pursuant to the Offer. The consideration for each $1,000 principal amount of the Notes tendered and accepted for payment will be determined in the manner described in this Offer to Purchase by reference to the Fixed Spread specified on the front cover of this Offer to Purchase over the Reference Yield based on the bid side price of the Reference Treasury Security specified on the front cover of this Offer to Purchase, as calculated by the Dealer Managers at the Price Determination Time. The formula for determining the Total Consideration is set forth on Schedule A. The Company expects that the Price Determination Time will be at 2:00 p.m., New York City time, on May 8, The purpose of the Offer is for CRH America to acquire all of 3

10 the outstanding Notes. Expiration Time... Consideration for the Offer... Accrued Interest... Notes Settlement Date... Guaranteed Delivery Settlement Date... Acceptance of Tendered Notes and Payment... The Offer will expire at 11:59 p.m., New York City time, on May 8, 2017, unless extended or earlier terminated (the Expiration Time ). Holders who validly tender their Notes and do not validly withdraw their Notes at or before the Expiration Time and whose Notes are accepted for purchase will receive the Total Consideration. Subject to the terms and conditions of the Offer, in addition to the Total Consideration, Holders who validly tender and do not validly withdraw their Notes and whose Notes are accepted for purchase in the Offer will also be paid on the applicable Settlement Date accrued and unpaid interest from the last interest payment date up to, but excluding, the Notes Settlement Date. The Notes Settlement Date will be promptly after the Expiration Time (other than for Notes tendered using the guaranteed delivery procedures after the Expiration Time) and is expected to be May 11, The Guaranteed Delivery Settlement Date for Notes validly tendered using the guaranteed delivery procedures after the Expiration Time is expected to be May 11, Upon the terms of the Offer and upon satisfaction or waiver of the conditions to the Offer specified herein under Conditions to the Offer, the Company will (a) accept for purchase Notes validly tendered (or defectively tendered, if the Company has waived such defect) and not validly withdrawn, and (b) promptly pay the Total Consideration, (plus accrued and unpaid interest), on the applicable Settlement Date, for all Notes accepted for purchase. The Company reserves the right, subject to applicable laws, to accept for purchase and pay for all of the Notes validly tendered at or before the Expiration Time. Payment of the Total Consideration with respect to Notes accepted for purchase that are validly tendered and not validly withdrawn at or before the Expiration Time, will be made on the applicable Settlement Date. CRH America reserves the right, subject to applicable law to (a) accept for purchase and pay for all Notes validly tendered and not validly withdrawn at or before the Expiration Time and to keep the Offer open or extend the Expiration Time to a later time and date as announced by the CRH America and (b) waive all conditions to the Offer for Notes tendered at or before the Expiration Time. 4

11 Conditions to the Offer... Minimum Denominations... Withdrawal Rights... Certain Considerations... How to Tender Notes... Business Day... Certain Tax Considerations... Dealer Managers... Information and Tender Agent... Trustee... Governing Law... CRH America s obligations to accept for purchase, and pay for, the validly tendered Notes that have not been validly withdrawn is subject to, and conditioned upon, satisfaction or waiver of the General Conditions. See Conditions to the Offer. The Offer is not conditioned on any minimum amount of Notes being tendered. CRH America expressly reserves the right, in its sole discretion, but subject to applicable law, to terminate the Offer at any time. Notes may only be tendered in such denominations of US$2,000 principal amount and integral multiples of US$1,000 in excess thereof. Notes may be validly withdrawn at any time before the earlier of (i) the Expiration Time, or (ii) if the Offer is extended, the 10th Business Day after commencement of the Offer. Notes subject to the Offer may also be validly withdrawn in the event the Offer has not been consummated within 60 Business Days after commencement. See Risk Factors and Certain Significant Consequences for a discussion of certain factors that should be considered in evaluating the Offer. See Procedures for Tendering. For further information, contact the Information and Tender Agent or consult your broker, dealer, custodian bank, depository, trust company or other nominee for assistance. Business Day means any day (other than a Saturday or Sunday or public holiday) on which commercial banks are open for business in New York City. For a discussion of certain Irish and United States federal income tax consequences of the Offer, see Certain Tax Considerations. Citigroup Global Markets Inc., HSBC Securities (USA) Inc., RBS Securities Inc. (marketing name NatWest Markets ) and Wells Fargo Securities, LLC are serving as Dealer Managers. D.F. King & Co., Inc. The Bank of New York Mellon (as successor to JPMorgan Chase Bank). The Offer to Purchase will be governed by, and construed in accordance with, the laws of the State of New York. 5

12 CRH AMERICA, INC. CRH America is an indirect wholly owned subsidiary of CRH, and was formed under the laws of the State of Delaware on December 10, CRH America acts as a holding company for certain US operating subsidiaries engaged in the production and sale of precast concrete products, but is primarily a financing vehicle for CRH s US operating companies and, other than as described above, has no independent operations, other than holding cash and US government securities from time to time. The principal executive offices of CRH America are located at 375 Northridge Road, Suite 350, Atlanta, Georgia (telephone: ). 10

13 CRH PLC CRH plc is the parent company for an international group of companies engaged in the manufacture and supply of a wide range of building materials and in the operation of builders merchanting and Do-It-Yourself stores. CRH plc, which has its primary listing on The London Stock Exchange, is also one of the largest companies, based on market capitalization, quoted on The Irish Stock Exchange plc in Dublin. CRH plc s American Depositary Shares are listed on the New York Stock Exchange in the United States. CRH plc has operations in 31 countries, mainly in Western Europe and North America as well as, to a lesser degree, in developing markets in Eastern Europe, South America, the Mediterranean basin, the Philippines, China, India, Malaysia and Australia, employing approximately 87,000 people at over 3,800 locations. CRH plc is a public limited company incorporated in Ireland with registered number operating under the Companies Act of Ireland 2014, as amended. Roadstone, Limited, which later became CRH plc, was incorporated on June 20, It has its principal executive offices at Belgard Castle, Clondalkin, Dublin 22, Ireland, Tel. No.: You can find a more detailed description of CRH plc s business in CRH plc s 2016 Form 20-F and other documents incorporated by reference into this Offer to Purchase. See Incorporation by Reference and Recent Developments below. 11

14 RECENT DEVELOPMENTS On April 26, 2017, CRH plc published its Trading Update for the period January 1, 2017 to March 31, 2017 (the Trading Update ). The information included under Trading Backdrop below is derived from the Trading Update; however, while the Trading Update contains sales information given on a like-for-like basis (i.e., excluding currency exchange effects and the impact of acquisitions and divestments), the sales information included below is presented without taking into account such adjustments. Trading Backdrop Group sales for the first quarter of 2017 increased by 4% compared with the same period last year. In the Americas, despite less favourable weather conditions and very challenging prior year comparatives, the economic and business environment remained positive and aided by the favourable impact of the strong US Dollar exchange rate, sales increased by 6% compared with the same period in In Europe, sales growth of 3% was supported by stabilising trends in certain key markets and by the timing of Easter holidays which occurred in the first quarter of Activity in the Philippines had a slow start to the year with sales 13% behind Q impacted by poor weather and competitive market conditions. 12

15 INCORPORATION BY REFERENCE The Company incorporates by reference into this Offer to Purchase the information listed below: CRH plc s 2016 Annual Report on Form 20-F (the 2016 Form 20-F ) dated March 10, 2017, filed with the SEC on March 10, 2017; and the Consolidated Financial Statements of CRH America, Inc. for the years ended December 31, 2016 and 2015 prepared on the basis of US GAAP, furnished by CRH America, Inc. to the Irish Stock Exchange by means of an Announcement on April 26, 2017, available at Any statement contained in this Offer to Purchase or in a document (or part thereof) incorporated or considered to be incorporated by reference in this Offer to Purchase shall be deemed to be modified or superseded for purposes of this Offer to Purchase to the extent that a statement contained herein or in any other subsequently filed document (or part thereof) that also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. Any statement so modified or superseded shall not be considered, except as so modified or superseded, to constitute part of this Offer to Purchase. Copies of each of the documents incorporated by reference into this Offer to Purchase may be obtained at no cost by contacting the Information and Tender Agent at its contact details set forth on the back cover of this Offer to Purchase. 13

16 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This Offer to Purchase, which includes the documents incorporated by reference, contains certain forward-looking statements with respect to the financial condition, results of operations, business, viability and future performance of CRH and certain of the plans and objectives of CRH including the statements in the 2016 Form 20-F under the Chairman s Introduction with regard to the business outlook; Strategy Review Chief Executive s Review Outlook ; the Strategy Review about CRH s vision to be the leading building materials business in the world; in Measuring Performance with regard to CRH s 2017 focus; in the Business Performance Finance Director s Review with respect to CRH s belief that the Group has sufficient resources to meet its debt obligations and capital and other expenditure requirements in 2017; in Business Performance with respect to CRH s expectations regarding economic activity and fiscal developments in its operating regions; CRH s expectations for the residential, non-residential and infrastructure markets; and CRH s potential future growth in Asia; and the statements relating to CRH s strategies for individual segments and business lines in the section entitled Segmental Reviews. These forward-looking statements may generally, but not always, be identified by the use of words such as will, anticipates, should, expects, is expected to, estimates, believes, intends or similar expressions. 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 CRH plc s current expectations and assumptions as to such future events and circumstances that may not prove accurate. 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 CRH and CRH America s control and which include, among other things: economic and financial conditions generally in various countries and regions where the Group operates; the pace of recovery in the overall construction and building materials sector; demand for infrastructure, residential and non-residential construction in CRH s geographic markets; increased competition and its impact on prices; increases in energy and/or raw materials costs; adverse changes to laws and regulations; approval or allocation of funding for infrastructure programmes; adverse political developments in various countries and regions; failure to complete or successfully integrate acquisitions; and the specific factors identified in the discussions accompanying such forward-looking statements in Risk Factors in the 2016 Form 20-F, and under the heading Risk Factors in this Offer to Purchase. Any forward-looking statements made by CRH or CRH America or on their behalf speak only as of the date they are made. CRH and CRH America do not undertake to update forward-looking statements to reflect any changes to their expectations or any changes in events, conditions or circumstances on which any such statement is based. 14

17 TERMS OF THE OFFER Upon the terms and subject to the conditions set forth in this Offer to Purchase and in the Letter of Transmittal and any supplements or amendments thereto, the Company hereby offers to purchase for cash, upon the terms and subject to the conditions set forth in this Offer to Purchase, the Notes from each Holder. The Notes and the Guarantees The Notes are unsecured and unsubordinated indebtedness of CRH America and rank equally without any preference among themselves and with all other present and future unsecured and unsubordinated indebtedness of CRH America s senior indebtedness. CRH has unconditionally and irrevocably guaranteed on an unsubordinated basis the due and punctual payment of the principal, interest, premium, if any, and any other additional amounts payable in respect of the Notes. The Guarantees are unsecured and unsubordinated obligations of CRH and rank equally with all other present and future unsecured and unsubordinated indebtedness of CRH. The Notes have an aggregate outstanding principal amount of US$650,000,000 and are due on July 15, General CRH America is offering to purchase for cash, upon the terms and subject to the conditions set forth in this Offer to Purchase, any and all of the outstanding Notes set forth on the front cover of this Offer to Purchase. The consideration offered for each $1,000 principal amount of Notes validly tendered and not validly withdrawn at or before the Expiration Time and accepted for purchase will be the Total Consideration, which will be payable on the applicable Settlement Date. Upon the terms and subject to the conditions of the Offer, in addition to the Total Consideration, Holders who validly tender and do not validly withdraw their Notes in the Offer and whose Notes are accepted for purchase will also be paid accrued and unpaid interest from the last interest payment date up to, but excluding, the Notes Settlement Date. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by the Information and Tender Agent or DTC. Total Consideration The Total Consideration for the Notes purchased pursuant to the Offer will be calculated, as described on Schedule A hereto, so as to result in a price as of the Notes Settlement Date that equates to a yield to the maturity date equal to the sum of: the yield to maturity, calculated by the Dealer Managers in accordance with standard market practice, corresponding to the bid side price of the Reference Treasury Security set forth on the front cover of this Offer to Purchase at 2:00 p.m., New York City time, at the Price Determination Time, plus the fixed spread set forth on the front cover of this Offer to Purchase. This sum is referred to in this Offer to Purchase as the tender offer yield. Specifically, the Total Consideration per $1,000 principal amount of the Notes will equal: 15

18 the value per $1,000 principal amount of all remaining payments of principal and interest on the Notes to be made to (and including) the maturity date, discounted to the Notes Settlement Date in accordance with the formula set forth in Schedule A to this Offer to Purchase, at a discount rate equal to the tender offer yield, minus accrued and unpaid interest on the Notes to, but excluding, the Notes Settlement Date per $1,000 principal amount of Notes. The total consideration paid to Holders of Notes will be the Total Consideration plus accrued and unpaid interest from the last interest payment date up to, but excluding, the Notes Settlement Date, per $1,000 principal amount of Notes sold pursuant to the Offer rounded to the nearest cent. The Dealer Managers will calculate the tender offer yield, Total Consideration and accrued and unpaid interest, and its calculations will be final and binding, absent manifest error. CRH America will publicly announce the actual Total Consideration for the Notes promptly after it is determined. Please see Schedule B for hypothetical illustrations of the calculation of the Total Consideration for the Notes based on hypothetical data. Because the Total Consideration is based on a fixed spread pricing formula linked to the yield on the Reference Treasury Security, the actual amount of cash that may be received by a tendering Holder pursuant to the Offer will be affected by changes in such yield during the term of the Offer before the Price Determination Time. After the Price Determination Time, when the Total Consideration is no longer linked to the yield on the Reference Treasury Security, the actual amount of cash that may be received by a tendering Holder pursuant to the Offer will be known and Holders will be able to ascertain the Total Consideration in the manner described above unless the Expiration Time is extended for a period of longer than two Business Days. If at any time following the Price Determination Time, the Company extends the Offer for not more than two Business Days, then the Total Consideration for each Note tendered pursuant to the Offer so extended shall remain the Total Consideration as determined at the Price Determination Time. If, however, the Company extends the Offer for any period longer than two Business Days from the previously scheduled Expiration Time, based upon which the Price Determination Time had been established, then a new Price Determination Time for the extended Offer will be established (such new Price Determination Time to be on the second Business Day immediately preceding the Expiration Time, as so extended) and the Total Consideration for each Note tendered pursuant to the Offer so extended shall be calculated based on the Reference Yield as of the new Price Determination Time. Conditions to the Offer Notwithstanding any other provision of the Offer, CRH America will not be obligated to accept for purchase, and pay for, validly tendered Notes pursuant to the Offer if the Conditions have not been satisfied with respect to the Notes. See Conditions to the Offer. Accrued Interest Subject to the terms and conditions of the Offer, in addition to the Total Consideration, Holders who validly tender and do not validly withdraw their Notes and whose Notes are accepted for purchase in the Offer will also be paid accrued and unpaid interest on their Notes up to, but excluding, the Notes Settlement Date. Under no circumstances will any interest be payable because of any delay in the transmission of funds to the Holder by the Information and Tender Agent or DTC. 16

19 Payment and Settlement CRH America will be deemed to have accepted for payment pursuant to the Offer, and thereby have purchased, validly tendered Notes pursuant to the Offer, if, as and when CRH America gives oral (promptly confirmed in writing) or written notice to the Information and Tender Agent of acceptance thereof. CRH America will announce acceptance for payment of the Notes as promptly as practicable following the the Expiration Time. Payment for Notes validly tendered and accepted for payment will be made by CRH America on the applicable Settlement Date, by deposit of immediately available funds with the Information and Tender Agent, which will act as agent for the purposes of (i) receiving Notes tendered by Holders and (ii) receiving payments from CRH America and transmitting such payments to Holders. Other Terms Notwithstanding anything to the contrary set forth in this Offer to Purchase, CRH America reserves the right, subject to applicable law, at any time at or before the Expiration Time, to (i) terminate or amend the Offer for any reason or (ii) waive any of the conditions to the Offer. If CRH America takes any of these actions, it will make a public announcement thereof and will extend the Offer to the extent required by law. CRH America expressly reserves the right, in its sole discretion, but subject to applicable law, from time to time to purchase any Notes that remain outstanding after the Expiration Time through open market or privately negotiated transactions, one or more additional tender or exchange offers or otherwise, on terms that may or may not be equal or equivalent to the Offer s consideration for the Notes, or to exercise any of its rights to redeem the Notes under the Indenture. Governing Law This Offer to Purchase, the accompanying Letter of Transmittal and Notice of Guaranteed Delivery will be governed by, and construed in accordance with, the laws of the State of New York. Announcements Any required announcements relating to the extension, amendment or termination of the Offer, or CRH America s acceptance for payment of the Notes, shall be done as promptly as practicable, and in the case of an extension of the Expiration Time, no later than 9:00 a.m., New York City time, on the next Business Day after the previously scheduled Expiration Time. Announcements will be published by means of a news release via a press release on a widely disseminated news service and, in certain cases, furnished to the SEC under cover of Form 6-K. 17

20 CONDITIONS TO THE OFFER Notwithstanding any other provision of the Offer and in addition to (and not in limitation of) the Company s rights to terminate, extend and/or amend any or all of the terms of the Offer in its sole discretion, the Company shall not be required to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, and may terminate any portion of the Offer or all of the Offer, if any of the general conditions described below (the General Conditions ) have not been satisfied. The Offer is not conditional upon any minimum amount of Notes being tendered. General Conditions For purposes of the foregoing provisions, all of the General Conditions shall be deemed to have been satisfied at the Expiration Time, unless any of the following conditions occur on or after the date of this Offer to Purchase and at or before Expiration Time, as applicable: 1. there has been instituted or threatened or be pending any action, proceeding or investigation (whether formal or informal) (or there shall have been any material adverse development to any action or proceeding currently instituted, threatened or pending) against CRH or the Company before or by any court, governmental, regulatory or administrative agency or instrumentality, or by any other person, in connection with the Offer that, in the sole judgment of the Company, either (a) is, or is reasonably likely to be, materially adverse to the business, operations, properties, financial condition, assets, liabilities or prospects of CRH or any of its subsidiaries (including CRH America) or any of its or their affiliates, (b) challenges or might challenge the making of the Offer, (c) would or might prohibit, prevent, restrict or delay consummation of the Offer, (d) would materially impair the contemplated benefits of the Offer to the Company or (e) would be material to Holders in deciding whether to accept the Offer; 2. an order, statute, rule, regulation, executive order, stay, decree, judgment or injunction is proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality that, in the sole judgment of the Company, would or would be reasonably likely to result in any of the consequences referred to in paragraph 1 above; 3. the Trustee objects in any respect to, or takes action that could, in the sole judgment of the Company, adversely affect the consummation of the Offer or the making of the Offer or the acceptance by the Company of, or payment for, the Notes tendered in the Offer; 4. the Company determines in its sole judgment that the acceptance for payment of, or payment for, some or all of the Notes in the Offer would violate, conflict with or constitute a breach of any order, statute, law, rule, regulation, executive order, decree or judgment of any court to which CRH or any of its subsidiaries (including CRH America) may be bound or subject; 5. there has occurred or is likely to occur any change (or any condition, event or development involving a prospective change) or threat of a change in the business, properties, assets, liabilities, capitalization, stockholders equity, financial condition, operations, licenses, permits, results of operations or prospects of CRH or CRH America, which, in CRH America s sole judgment, is or may be materially adverse; 18

21 6. there has occurred or is likely to occur (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or market in the United States, the United Kingdom or Ireland (collectively, the Key Markets ), (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in any of the Key Markets, (iii) any limitation (whether or not mandatory) by any governmental authority or agency on, or other event which, in the Company s sole judgment, might materially adversely affect the extension of credit by banks or other lending institutions in any of the Key Markets, (iv) commencement or declaration of a war, armed hostilities or other national or international calamity directly or indirectly involving any of the Key Markets, (v) a material decrease in the value of the Euro against the United States dollar or any significant change in the price of the Notes in the Key Markets, (vi) a material impairment in the trading market for debt securities in any of the Key Markets, or (vii) in the case of any of the foregoing existing at the opening of business on the date of this Offer to Purchase, a material acceleration or worsening thereof; or 7. any approval, permit, authorization, consent or other action of any domestic or foreign governmental, administrative or regulatory agency, authority, tribunal or third party is not obtained on terms satisfactory to the Company, which, in the Company s sole judgment, makes it inadvisable to proceed with the Offer. The foregoing General Conditions are for the sole benefit of the Company and may be asserted by the Company with respect to the Offer regardless of the circumstances giving rise to any such condition and may be waived by the Company, in whole or in part, at any time and from time to time, in the sole discretion of the Company. If any of the conditions are not satisfied at the Expiration Time the Company may (i) terminate the Offer, (ii) extend the Offer, on the same or amended terms, and thereby delay acceptance for purchase of any validly tendered and not validly withdrawn Notes or continue to accept tender of Notes, or (iii) waive the unsatisfied condition or conditions, in each case in accordance with applicable law. The failure by the Company at any time to exercise any of the foregoing rights will not be deemed a waiver of any other right and each right will be deemed an ongoing right that may be asserted at any time and from time to time. If the Company terminates the Offer in whole or in part, it will give immediate notice to the Information and Tender Agent, and all of the Notes tendered pursuant to the Offer but not accepted for payment will be returned promptly to the respective tendering Holders. 19

22 PURPOSE AND SOURCE OF FUNDS OF THE OFFER The purpose of the Offer is for CRH America to acquire all of the outstanding Notes. Notes purchased pursuant to the Offer will be cancelled. CRH America intends to use available cash to provide the total amount of funds required to purchase the Notes tendered and accepted for purchase, to pay all accrued and unpaid interest on the Notes and to pay the fees in connection with the Offer. 20