To view the PDF file, sign up for a MySharenet subscription.

EXXARO RESOURCES LIMITED - Exxaro commences an offering to dispose of up to 19.55 million shares in Tronox and cautionary announcement

Release Date: 24/02/2021 07:05
Code(s): EXX EXX04 EXX05     PDF:  
Wrap Text
Exxaro commences an offering to dispose of up to 19.55 million shares in Tronox and cautionary announcement

EXXARO RESOURCES LIMITED
Incorporated in the Republic of South Africa
(Registration Number: 2000/011076/06)
JSE share code: EXX
ISIN: ZAE000084992
Bond Code: EXX04
ISIN No: ZAG000160326
Bond Code: EXX05
ISIN No: ZAG000160334
ADR code: EXXAY
(“Exxaro” or the “Company”)

EXXARO ANNOUNCES THE COMMENCEMENT OF AN OFFERING TO DISPOSE OF UP TO 19.55
MILLION SHARES IN TRONOX AND CAUTIONARY ANNOUNCEMENT

February 24, 2021: Exxaro Resources Limited (JSE:EXX) today announces that it has commenced a
public offering in the United States of up to 17 million ordinary shares in Tronox Holdings plc (NYSE:
TROX) (“Tronox”). Tronox is the world’s leading integrated manufacturer of titanium dioxide pigment,
globally engaged in the mining, production and marketing of inorganic minerals and chemicals. In
addition, Tronox yesterday exercised its “flip-in” call option over Exxaro’s 26% shareholdings in
Tronox’s South African subsidiaries, for which Tronox is delivering to Exxaro approximately 7.2
million newly-issued Tronox ordinary shares.

J.P. Morgan, BofA Securities, Deutsche Bank Securities and Morgan Stanley have been appointed to act as
joint book-running managers and underwriters for the offering. Exxaro has granted the underwriters a 30-day
option to purchase up to 2.55 million additional Tronox ordinary shares (“Tronox shares”) from Exxaro at the
public offering price, less underwriting discounts and commissions. The offering is subject to market and other
conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the
actual size or terms of the offering.

In connection with the 2012 transaction in which Exxaro contributed part of its mineral sands operations to
Tronox in exchange for Tronox shares, Exxaro and Tronox granted each other a “flip in” right such that,
following the occurrence of certain events, Tronox or Exxaro could exercise its option to exchange Exxaro’s
26% shareholding in Tronox’s South African operating subsidiaries for an additional 7.2 million Tronox shares.
With these additional Tronox shares, Exxaro owns approximately 22 million Tronox shares, which represents
approximately 14.6% of Tronox’s total outstanding voting shares.

If today’s offering is completed, Exxaro’s ownership in Tronox would be reduced to approximately 5 million
shares, or approximately 3.3% of Tronox’s total outstanding voting shares, assuming no exercise of the
underwriters’ option to purchase additional Tronox shares.

The proposed transaction and potential subsequent disposals are in line with Exxaro’s stated strategy to
monetise its stake in Tronox over time in the best possible manner taking into account prevailing market
conditions. The funds from the proposed disposal of Tronox shares will be used to repay debt, invest in
renewable energy projects and make distributions to shareholders in accordance with Exxaro’s capital
allocation framework.

Exxaro shareholders are advised that Exxaro’s sale of its Tronox shares is a Category 2 transaction in terms
of the JSE Limited Listings Requirements. Accordingly, Exxaro shareholders are advised to exercise caution
when dealing in Exxaro’s securities until further detailed announcements relating to the transaction are made.

The offering to which this Announcement relates is being made pursuant to Tronox’s effective shelf
registration statement on Form S-3 filed by Tronox with the United States Securities and Exchange
Commission (the “SEC”) on April 24, 2020 (the “Registration Statement”). The Tronox shares will be offered
by means of a prospectus and accompanying prospectus supplement forming a part of the Registration
Statement. Before prospective investors invest in any ordinary shares, they should read the prospectus and
accompanying prospectus supplement included in the Registration Statement and other documents that
Tronox has filed with the SEC for more complete information about Tronox and the offering. The Registration
Statement, the prospectus and accompanying prospectus supplement and the documents incorporated by
reference therein are available for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively,
a copy of the prospectus and accompanying prospectus supplement may be obtained from J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, toll -
free: +1 (866) 803-9204, email: prospectus-eq_fi@jpmchase.com; BofA Securities, Inc., NC1-004-03-43, 200
North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, Email:
dg.prospectus_requests@bofa.com; Deutsche Bank Securities Inc., Attention: Prospectus Department, 60
Wall Street, New York, New York 10005, telephone: 800-503-4611, or email: prospectus.cpdg@db.com; or
Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus
Department.

Editor’s note

Exxaro is a resources group with business interests in South Africa, Europe, the United States of America
and Australia. Exxaro’s asset portfolio includes coal operations and investments in iron ore, pigment
manufacturing, renewable energy (wind) and residual base metals.

Forward-Looking Statements

This announcement contains “forward-look ing statements”, which are statements that are not historical facts
and that are based upon Exxaro management’s current beliefs and expectations. These statements are
subject to uncertainty and changes in circumstances and contain words such as “believe”, “intended”,
“expect”, and “anticipate”, and include statements about expectations for future results and actions, such as
statements concerning the anticipated final terms, timing and completion of the proposed and any future
offering and the potential proceeds and application of proceeds resulting from the proposed offering. Any
statement in this announcement that expresses or implies Exxaro’s intentions, beliefs, expectations or
predictions (and the assumptions underlying them) is a forward-look ing statement. Forward-look ing
statements involve inherent risks, uncertainties and assumptions that may be beyond Exxaro’s control. If such
risk s or uncertainties materialise or such assumptions prove incorrect, actual results or actions could differ
materially from those expressed or implied by such forward-look ing statements and assumptions. The
forward-look ing statements contained in this announcement are made as at the date hereof, and Exxaro
expressly disclaims any obligation to update or correct any forward-look ing statements made herein due to
the occurrence of events after the issuance of this announcement.

Enquiries
Mzila Mthenjane
Executive Head: Stakeholder Affairs
Tel: +27 12 307 4481
Mobile: +27 83 417 6375
Email: mzila.mthenjane@exxaro.com

Lead Equity Sponsor and Debt Sponsor to Exxaro Resources Limited
Absa Corporate and Investment Bank, a division of Absa Bank Limited

Joint Equity Sponsor to Exxaro Resources Limited
Tamela Holdings Proprietary Limited

Date: 24-02-2021 07:05:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story