Tronox Announces Re-Domiciliation Transaction and Agreement with Exxaro to Provide for the Orderly Sale of Exxaro's Legacy Stock Ownership
Initiation of Transaction to Re-domicile to the
Re-domiciling to the
- Provides the Tronox Board of Directors with greater authority and flexibility to undertake share repurchases than under Australian law;
- Eliminates the current dual-class share structure and consequently the requirement for certain matters to be approved by both classes voting separately;
Tronox'sjurisdiction of incorporation with its peers and the majority of other non-U.S. companies listed on the NYSE; and
Tronoxto create an organizational and legal structure that more efficiently manages a global business.
Agreement to Provide for the Orderly Sale of Exxaro Equity Interest
The Completion Agreement allows Exxaro and
- 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 Tronoxthe option, but not the obligation, to directly repurchase any shares Exxaro elects to sell.
- Exxaro has agreed to support
Tronox'sre-domicile to the U.K. Tronoxhas agreed to accelerate the repurchase of Exxaro's 26 percent ownership interest in a Tronox U.K. subsidiary, which holds loans made to Tronox'stwo South African subsidiaries that were made prior to the 2012 acquisition.
- On the top-hat date, under South African tax regulations, Exxaro's basis in
Tronoxstock will step up to the stock price at the top-hat date and Exxaro will lose their capital gains exemption if they sell within 18 months. In order to neutralize the capital gains tax impact to Exxaro under South African law, the companies entered into reciprocal tax-sharing arrangements in respect of any profit or loss arising from a disposal of any Tronoxshares after the top-hat date.
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products. For more information, visit tronox.com.
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