ADS Program Termination Hinges on James Hardie Merger Completion

James Hardie’s Strategic Move to Simplify Shareholding

James Hardie Industries plc has announced the planned termination of its American Depositary Share (ADS) program, effective July 1, 2025. This decision aligns with the company’s upcoming merger with The AZEK Company Inc. and the subsequent direct listing of its ordinary shares on the New York Stock Exchange (NYSE).

The ADS program, which has allowed U.S. investors to trade James Hardie shares via American Depositary Receipts (ADRs), will become redundant once the company’s ordinary shares are directly listed on the NYSE. Under the current arrangement, each ADS corresponds to one ordinary share held in the company’s CHESS Units of Foreign Securities (CUFS) system.

What This Means for ADS Holders

Following the merger’s anticipated closing date, ADS holders will be required to surrender their ADRs to the company’s exchange agent, Computershare Trust Company, N.A. In exchange, they will receive one ordinary share for every ADS surrendered. This mandatory exchange aims to streamline the company’s capital structure and reduce administrative complexity for shareholders.

However, the merger’s completion remains subject to the satisfaction or waiver of various customary conditions. As such, there is no absolute certainty regarding the timing or occurrence of the merger and the associated termination of the ADS program. The depositary agreement governing the ADS program has been amended to reflect these contingencies, allowing for possible cancellation or extension of the termination date.

Broader Implications for Investors and the Market

By moving to a direct listing on the NYSE, James Hardie is positioning itself for greater visibility and potentially enhanced liquidity in the U.S. capital markets. This transition may also reduce costs associated with maintaining the ADS program and simplify regulatory compliance.

For investors, the change means a shift from holding ADRs to owning ordinary shares directly, which could affect trading dynamics and shareholder communications. Market participants will be watching closely to see how smoothly the exchange process unfolds and whether the merger’s conditions are met without delay.