Tronox re-domiciles, shareholder Exxaro exits

Tronox will formally initiate the process to re-domicile to the United Kingdom (U.K.) from Australia with the intent to hold a meeting of shareholders to approve the re-domiciling in the first quarter of 2019. Re-domiciling will be effected by “top-hatting” Tronox Limited with a new holding company incorporated under the laws of England called Tronox Holdings PLC. Tronox has submitted a Proxy Statement to the Australian Securities and Investment Commission (ASIC) and will be filing the proxy statement with the U.S. Securities and Exchange Commission (SEC) in the coming weeks. Once the ASIC and SEC have completed their reviews of the Proxy Statement, Tronox will, in accordance with Australian law, seek permission from an Australian Court to hold a shareholder meeting to seek the approval to proceed with the re-domiciling. Each Tronox shareholder will receive one share in the newly incorporated English company in exchange for each share held in the Australian-incorporated Tronox Limited, which will be listed on the NYSE.

Major shareholder Exxaro retires

Tronox and its largest shareholder, Exxaro Resources Limited (Exxaro), have entered into the Exxaro Mineral Sands Transaction Completion Agreement (the “Completion Agreement”), which addresses several legacy issues related to Tronox’s 2012 acquisition of Exxaro’s mineral sands business and its ongoing relationship with Exxaro.  The Completion Agreement allows Exxaro and Tronox to conclude matters from the 2012 transaction in a manner which benefits both companies. Exxaro, which has previously stated its intent to sell its remaining 24 percent equity interest in Tronox, has agreed to structure any potential divestiture of such interest in a controlled and scheduled manner. Exxaro has also granted Tronox the option, but not the obligation, to directly repurchase any shares Exxaro elects to sell.

Image source: Pixabay