UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TRONOX HOLDINGS PLC
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G9087Q 102
(CUSIP Number)
Ms AK Maré, Inlexso Proprietary Limited
Acting Group Company Secretary
Exxaro Resources Limited
The ConneXXion
263B West Avenue
Die Hoewes
Centurion, 0163
South Africa
+27 12 307 4384
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 24, 2021
(Date of Event which Requires Filing of this Statement)
Copy to:
N. Nell Scott
Orrick, Herrington & Sutcliffe (UK) LLP
107 Cheapside
London EC2V 6DN
England
+44 20 7862 4600
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e) or 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page will be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this “cover page” shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| CUSIP No. G9087Q 102 |
| 1. | Name of Reporting Person:
Exxaro Resources Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||
| 3. | SEC use only:
| |||||
| 4. | Source of funds (See instructions):
WC | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): ☐
| |||||
| 6. | Citizenship or place of organization:
Republic of South Africa | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power:
-0- | ||||
| 8. | Shared Voting Power:
-0- | |||||
| 9. | Sole Dispositive Power:
-0- | |||||
| 10. | Shared Dispositive Power:
-0- | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
-0- | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
| |||||
13. | Percent of Class Represented by Amount in Row (11):
-0-% | |||||
14. | Type of Reporting Person (See Instructions):
CO | |||||
Item 1. Security and Issuer
This amendment no. 2 (this “Amendment”) to the statement on Schedule 13D (as amended by this Amendment, this “Schedule 13D”) relates to the ordinary shares, par value USD 0.01 per share (the “Ordinary Shares”) of Tronox Holdings plc, a company incorporated in England and Wales. The registered offices of Tronox Holdings plc are 263 Tresser Boulevard, Suite 1100, Stamford, Connecticut 06901, and Laporte Road, Stallingborough, Grimsby, North East Lincolnshire, DN40 2PR, United Kingdom, and its business phone number is +1 (203) 705-3800.
Item 2.
EXECUTIVE OFFICERS AND DIRECTORS OF EXXARO RESOURCES LIMITED
(a), (c) and (f) The following information sets forth the name, citizenship and present principal occupation of each Exxaro executive officer and director.
EXXARO EXECUTIVE OFFICERS
| Name | Citizenship | Present Principal Occupation | ||
| Mxolisi Donald Mbuyisa Mgojo | South Africa | Director and CEO | ||
| Riaan Koppeschaar | South Africa | Finance Director | ||
| Mzila Mthenjane | South Africa | Executive Head: Stakeholder Affairs | ||
| Vanisha Balgobind | South Africa | Executive Head: Human Resources | ||
| Mongezi Veti | South Africa | Executive Head: Sustainability | ||
| Johan Gerhard Meyer | South Africa | Executive Head: Projects and Technology | ||
| Alex de Angelis | South Africa | Executive Head: Strategy and Business Transformation | ||
| Nombasa Tsengwa | South Africa | Executive Head: Coal Operations | ||
EXXARO DIRECTORS
| Name | Citizenship | Present Principal Occupation | ||
| Mxolisi Donald Mbuyisa Mgojo | South Africa | CEO of Exxaro | ||
| Riaan Koppeschaar | South Africa | Finance Director of Exxaro | ||
| Vincent Zwelibanzi Mntambo | South Africa | Non-Executive Director, Exxaro; Chairperson, Main Street 333 (Pty) Limited; Chairperson, Xalam Performance; Director, SA Tourism (Pty) Ltd | ||
Jeffrey van Rooyen | South Africa | Chairperson, Exxaro; Chief Executive Officer, Uranus Investment Holdings; Director, MTN Group Ltd., Pick n Pay Stores Limited and Pick n Pay Holdings Limited | ||
Vuyisa Nkonyeni | South Africa | Non-Executive Director, Exxaro; Director, Emira Property Fund Limited and Idwala Industrial Holdings (Pty) Ltd | ||
| Erasmus Jacobus Myburgh | South Africa | Non-Executive Director, Exxaro; Business consultant, Hindsight Financial and Commercial Solutions (Pty) Ltd; Director, The Heartlines Centre NPC | ||
| Petrus Casparus Christiaan Hendrik Snyders | South Africa | Non-Executive Director, Exxaro | ||
| Likhapha Mbatha | South Africa | Director, Exxaro; Managing Director, National Movement of Rural Women; Director, Eyesizwe-RF (Pty) Ltd, Zalumnotho Empowerment Brokers (Pty) Ltd, Nozala Investments (Pty) Ltd, Dreamvision Investments 15 RF (Pty) and Main Street 333 (Pty) Ltd | ||
| Geraldine Fraser-Moleketi | South Africa | Non-Executive Director, Exxaro; Director, Standard Bank Group and Standard Bank South Africa | ||
| Mark Moffett | South Africa | Non-Executive Director, Exxaro; Director, Royal Bafokeng Platinum Limited | ||
| Lenamile Isaac Mophatlane | South Africa | Non-Executive Director, Exxaro; Director, Randvest Group and CrossFin Technologies; Chairperson, Bothomed | ||
| Chanda Joanne Nxumalo | South Africa | Non-Executive Director, Exxaro; Director, Harmattan (Pty) Ltd, Bannashaka (Pty) Ltd and Nnete Collective (Pty) Ltd | ||
(b) The business address of each Exxaro executive officer and director is The ConneXXion, 263B West Avenue, Die Hoewes, Centurion, 0163, South Africa.
(d) During the last five years, none of the Exxaro executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Exxaro executive officers or directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of the Transaction
On November 26, 2018, Exxaro entered into the Completion Agreement with Tronox Limited and other related Tronox companies, filed as Exhibit 99.1 to Exxaro’s Schedule 13D/A of November 28, 2018. In accordance with the Completion Agreement, on February 23, 2021, Tronox Holdings plc exercised its option to acquire Exxaro’s 26% shareholding in Tronox Holdings plc’s South African operating subsidiaries and elected to deliver 7,246,035 Ordinary Shares in lieu of paying the cash equivalent of such shares at the current market price. Following the transaction, Exxaro owned 14.6% of the Ordinary Shares based on the number of outstanding Ordinary Shares presented in the prospectus supplement that Tronox Holdings plc filed with the Securities and Exchange Commission on February 24, 2021.
On February 24, 2021, Exxaro entered into an underwriting agreement, a conformed copy of which is attached as Exhibit 99.2 hereto, pursuant to which it agreed to sell 19,108,970 Ordinary Shares to the several underwriters named therein at a public offering price per share of US$18.25. Exxaro also granted the underwriters a 30-day option to purchase up to an additional 2,866,345 Ordinary Shares at the public offering price. On February 26, 2021, the underwriters exercised the option in full to purchase an additional 2,866,345 Ordinary Shares at US$18.25 per share. The share purchase completed on March 1, 2021. Exxaro received approximately US$383 million in net proceeds from its sale of the shares. This transaction represents Exxaro’s final exit from Tronox Holdings plc.
Except as described in this Schedule 13D, Exxaro does not have any current plans or proposals that relate to or would result in any of the events set forth in paragraphs (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer
(a)-(b)
On completion of the sale described in Item 4 of this Statement, Exxaro will have fully divested its remaining holding of Ordinary Shares. Mr. Mgojo owns 54,560 Ordinary Shares, which represents less than 1% of Tronox Holdings plc’s outstanding voting securities. To the best of Exxaro’s knowledge, none of the other persons identified in Item 2 of this Schedule 13D, is, or may be deemed to be, the beneficial owner of any Tronox Holdings plc securities.
Neither the filing of this Schedule 13D nor any of its contents will be deemed to constitute an admission that Exxaro is the beneficial owner of any Tronox Holdings plc securities (other than as described in this Item 5) for the purposes of Section 13(d) of the Act, or for any other purposes, and any such beneficial ownership is expressly disclaimed.
(c) Except as described in this Schedule 13D, to the best of Exxaro’s knowledge, none of the other persons identified in Item 2 of this Schedule 13D has engaged in any transactions in Tronox Holdings plc securities during the past 60 days.
(d) To the best of Exxaro’s knowledge, no person other than Exxaro has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares owned by Exxaro.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Except as otherwise disclosed in this Schedule 13D, Exxaro and, to the best of its knowledge, the persons identified in Item 2 of this Schedule 13D, have not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any Tronox Holdings plc securities, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
| 99.1 | Press release of Exxaro Resources Limited, dated February 24, 2021. | |
| 99.2 | Underwriting Agreement dated February 24, 2021, between Exxaro, Tronox Holdings plc, and the underwriters named therein. | |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13D is true, complete and correct and that such Statement, is true, complete and correct.
Dated: March 1, 2021
| EXXARO RESOURCES LIMITED | ||
| By: | /s/ Ms. AK Maré | |
| Name: Ms. AK Maré | ||
| Title: Inlexso Proprietary Limited, Acting Group Company Secretary | ||
