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Printmgr File NOT FOR GENERAL CIRCULATION IN THE UNITED STATES CRH America, Inc. $1,250,000,000 3.875% Guaranteed Notes due 2025 $500,000,000 5.125% Guaranteed Notes due 2045 Fully, irrevocably and unconditionally guaranteed by CRH plc (a public limited company incorporated in Ireland with registered number 12965) CRH America, Inc. will pay interest on the Guaranteed Notes on May 18 and November 18 of each year. The 3.875% guaranteed notes due 2025 (the “2025 Guaranteed Notes”) will mature on May 18, 2025 and the 5.125% guaranteed notes due 2045 (the “2045 Guaranteed Notes” and together with the 2025 Guaranteed Notes, the “Guaranteed Notes”) will mature on May 18, 2045. Interest on the 2025 Guaranteed Notes will accrue from May 18, 2015 and the first interest payment date of the 2025 Guaranteed Notes will be November 18, 2015. Interest on the 2045 Guaranteed Notes will accrue from May 18, 2015 and the first interest payment date of the 2045 Guaranteed Notes will be November 18, 2015. The interest rate on the Guaranteed Notes may be adjusted under the circumstances described under “Description of Guaranteed Notes—Interest Rate Adjustment”. The Guaranteed Notes will be unsecured and will rank equally with all other present and future unsecured and unsubordinated obligations of CRH America, Inc. and CRH plc. We or CRH plc may redeem the Guaranteed Notes of either series in whole at any time or in part from time to time at the applicable redemption price as described in “Description of Guaranteed Notes—Optional Make-Whole Redemption” in this offering memorandum. In addition, we or CRH plc may redeem the Guaranteed Notes of either series in whole if certain tax events occur. See “Description of Guaranteed Notes—Optional Tax Redemption” in this offering memorandum. If we undergo specific kinds of changes in control, we may be required to offer to repurchase the Guaranteed Notes. See “Description of Guaranteed Notes—Change of Control Repurchase Event” in this offering memorandum. This offering memorandum comprises a Prospectus for purposes of Directive 2003/71/EC (the “Prospectus Directive”). The Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under the Prospectus Directive. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange plc for the Guaranteed Notes to be admitted to the official list (the “Official List”) and trading on its regulated market (the “Main Securities Market”). The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC (the “Markets in Financial Instruments Directive”). Such approval relates only to the Guaranteed Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any Member State of the European Economic Area. See “Risk Factors” beginning on page 7 of this offering memorandum and on page 52 of CRH plc’s 2014 Annual Report on Form 20-F, which is incorporated by reference in this offering memorandum, for a discussion of certain risks that you should consider in connection with an investment in the Guaranteed Notes. The Guaranteed Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. Accordingly, the Guaranteed Notes are being offered and sold only to qualified institutional buyers (“QIBs”) in accordance with Rule 144A under the Securities Act (“Rule 144A”) and to persons outside the United States that are not, and are not acting for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) in offshore transactions in accordance with Regulation S. Prospective purchasers that are QIBs are hereby notified that the seller of the Guaranteed Notes may be relying on the exemption from the registration requirements under the Securities Act provided by Rule 144A. The Guaranteed Notes are not transferrable except in accordance with the restrictions described in “Notice to Investors and Transfer Restrictions” in this offering memorandum. Offering Price for the 2025 Guaranteed Notes: 99.877% plus accrued interest, if any, from May 18, 2015 Offering Price for the 2045 Guaranteed Notes: 98.777% plus accrued interest, if any, from May 18, 2015 We expect delivery of the Guaranteed Notes through the facilities of The Depository Trust Company and its direct and indirect participants (including Euroclear and Clearstream, Luxembourg) will be made to investors on or about May 18, 2015. Joint Bookrunners BofA Merrill Lynch Barclays Credit Agricole CIB Santander May 13, 2015 IMPORTANT INFORMATION You should rely only on the information contained or incorporated by reference in this offering memorandum (the “offering memorandum”). None of the Issuer, the Guarantor or Barclays Capital, Inc., Credit Agricole Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated or Santander Investment Securities Inc. (collectively, the “initial purchasers”) has authorized anyone to provide you with any information or represent anything about the Issuer, the Guarantor or the initial purchasers, the Issuer’s or the Guarantor’s financial results or this offering that is not contained or incorporated by reference in this offering memorandum. If given or made, any such other information or representation should not be relied upon as having been authorized by the Issuer, the Guarantor or the initial purchasers. None of the Issuer, the Guarantor or the initial purchasers is making an offering of the Guaranteed Notes in any jurisdiction where this offering is not permitted. You should not assume that the information contained or incorporated by reference in this offering memorandum is accurate as at any date other than the date on the front of this offering memorandum. In making an investment decision, prospective investors must rely on their own examination of the Issuer and the terms of this offering, including the merits and risks involved. This offering memorandum has been prepared by the Issuer and the Guarantor solely for use in connection with the proposed offering of the Guaranteed Notes described in this offering memorandum and for application to be approved by the Irish Stock Exchange plc for the Guaranteed Notes to be admitted to the Official List of the Irish Stock Exchange plc and to trading on its Main Securities Market. This offering memorandum is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire Guaranteed Notes. In addition, none of the Issuer, the Guarantor or the initial purchasers or any of our or their respective affiliates or representatives is making any representation to you regarding the legality of an investment in the Guaranteed Notes, and you should not construe anything in this offering memorandum as legal, business or tax advice. You should consult your own advisors as to legal, tax, business, financial and related aspects of an investment in the Guaranteed Notes. You must comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Guaranteed Notes or possess or distribute this offering memorandum, and you must obtain all applicable consents and approvals; none of the Issuer, the Guarantor or the initial purchasers shall have any responsibility for any of the foregoing legal requirements. The initial purchasers make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained or incorporated by reference in this offering memorandum. Nothing contained or incorporated by reference in this offering memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or future. The Issuer and Guarantor accept responsibility for the information contained or incorporated by reference in this offering memorandum. To the best of the knowledge of the Issuer and the Guarantor, the information contained or incorporated by reference in this offering memorandum is in accordance with the facts and contains no omission likely to affect its import. However, the information set out under the headings “Exchange Rates” and “Clearance and Settlement” and elsewhere in this offering memorandum includes extracts from information and data released by publicly available sources in Europe and elsewhere. Sources have been cited where used. Any information sourced from third parties contained in this offering memorandum has been accurately reproduced and, as far as the Issuer and the Guarantor are aware and are able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. While the Issuer and the Guarantor accept responsibility for the accurate extraction and summarization of such information and data, they have not independently verified the accuracy of such information and data and accept no further responsibility in respect thereof. i In this offering memorandum, the terms “CRH America,” “the Issuer,” “we,” “our” and “us” refer to CRH America, Inc. CRH plc and its consolidated subsidiaries taken together are referred to as “CRH” or the “Group.” CRH America, Inc. is offering the Guaranteed Notes using this offering memorandum. CRH plc is acting as the guarantor for the Guaranteed Notes offering by CRH America, Inc. using this offering memorandum. The information set out in relation to sections of this offering memorandum describing clearing arrangements, including the section entitled “Clearance and Settlement”, is subject to any change in or reinterpretation of the rules, regulations and procedures of The Depository Trust Company (“DTC”) currently in effect. While the Issuer accepts responsibility for accurately summarizing the information concerning DTC, it accepts no further responsibility in respect of such information.
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