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1.
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Name of Reporting Person:
Exxaro Resources Limited
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions):
(a) ☐ (b) ☒
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3.
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SEC use only:
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4.
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Source of funds (See
instructions):
WC
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e): ☐
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6.
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Citizenship or place of
organization:
Republic of South
Africa
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power:
-0-
(1)
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8.
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Shared Voting Power:
-0-
(1)
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9.
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Sole Dispositive Power:
-0-
(1)
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10.
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Shared Dispositive Power:
-0-
(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
(1)
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12.
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): ☐
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13.
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Percent of Class Represented by
Amount in Row (11):
-0-
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14.
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Type of Reporting Person (See
Instructions):
CO
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(1)
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The Reporting Person does not beneficially own any Class A Shares; however, the Reporting Person directly owns 51,154,280 Class B Shares, which represents 100% of the
outstanding Class B Shares and approximately 42.7% of Tronoxs outstanding voting securities, based on share information released by Tronox as of September 29, 2017.
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Item 1.
Security and Issuer
This Amendment No. 7 to Schedule 13D (this Amendment) amends and supplements Exxaros statement on Schedule 13D
filed in relation to the Class A Shares of Tronox.
Exxaro owns 51,154,280 Class B Shares, which represents 100% of the
outstanding Class B Shares and approximately 42.7% of Tronoxs outstanding voting securities, based on share information released by Tronox as of September 29, 2017.
Except as specifically provided herein, this Amendment does not modify any of the information previously reported on this Schedule 13D. Capitalized terms used but not otherwise defined herein have the
meanings ascribed to them in this Schedule 13D.
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
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Name
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Citizenship
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Present Principal
Occupation
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Mxolisi Donald Mbuyisa Mgojo
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South Africa
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Director and CEO; Tronox Director
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Riaan Koppeschaar
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South Africa
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Finance Director
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Mzila Mthenjane
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South Africa
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Executive Head: Stakeholder Affairs
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Vanisha Balgobind
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South Africa
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Executive Head: Human Resources
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Mongezi Veti
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South Africa
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Executive Head: Sustainability
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Susarah Elizabeth van Loggerenberg
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South Africa
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Group Company Secretary & Legal
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Johan Gerhard Meyer
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South Africa
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Executive Head: Projects and Technology
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Antonie Willem Diedericks
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South Africa
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Executive Head: Business Development
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Nombasa Tsengwa
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South Africa
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Executive Head: Coal Operations
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EXXARO DIRECTORS
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Name
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Citizenship
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Present Principal
Occupation
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Mxolisi Donald Mbuyisa Mgojo
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South Africa
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CEO of Exxaro; Tronox Director
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Riaan Koppeschaar
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South Africa
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Finance Director of Exxaro
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Salukazi Dakile-Hlongwane
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South Africa
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Non-Executive Director, Exxaro; CEO and Chairperson, Nozala Investments (Pty) Ltd; Non-Executive Director, Tshwarisano LFB Investment (Pty) Ltd, MultiChoice South Africa Holdings
Limited, Tsebo Outsourcing Group (Pty) Ltd, Basadi Ba Kopane Proprietary Limited, and Woodlands Dairy
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Constantinus Johannes Fauconnier
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South Africa
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Non-Executive Director, Exxaro
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Deenadayalen Konar
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South Africa
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Chairman and Non-Executive Director, Exxaro and Old Mutual Investment Group Holdings; Non-Executive Director, Alexander Forbes Group, Credit Suisse Securities Johannesburg (Pty)
Ltd, Lohmin plc, Guardrisk Insurance Company Group, Outsourced Risk And Compliance Assessment (Proprietary) Limited, Sappi Limited, Steinhoff International Holdings Limited
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Saleh Mayet
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South Africa
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Non-Executive Director, Exxaro; Head of Finance, Anglo American South Africa Limited; Non-Executive Director, Distribution and Warehousing Network Limited
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Vincent Zwelibanzi Mntambo
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South Africa
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Non-Executive Director, Exxaro and Main Street 333 (Pty) Limited
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Mahomed Fazel Randera
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South Africa
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Non-Executive Director, Exxaro; Chairman, Nehawu Investment Holdings and MediTech South Africa
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Jeffrey van Rooyen
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South Africa
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Non-Executive Director, Exxaro; CEO of Uranus Investment Holdings; Non-Executive Director, MTN Group Ltd. and Pick n Pay Stores Limited
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Vuyisa Nkonyeni
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South Africa
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Non-Executive Director, Exxaro; Chief Executive Officer and Director, Kagiso Tiso Holdings (Pty) Ltd; Non-Executive Director, Emira Property Fund Limited, Fidelity Bank Ghana
Limited, Kagiso Media Proprietary Limited, MMI Holdings Limited, and Nozala Holdings Proprietary Limited
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Dalikhaya Rain Zihlangu
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South Africa
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Non-Executive Director, Exxaro; CEO of Eyabantu Capital Consortium (Pty) Ltd; Non-Executive Director of Sentula Mining Limited
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Monhla Wilma Hlahla
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South Africa
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Non-Executive Director, Exxaro; Chairperson, Royal Bafokeng Holdings (Pty) Limited and Trans-Caledon Tunnel Authority; Director, Liberty Holdings Limited and Stanlib
Limited
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Erasmus Jacobus Myburgh
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South Africa
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Non-Executive Director, Exxaro; Business consultant, Hindsight Financial and Commercial Solutions (Pty) Ltd; Non-Executive Director, The Heartlines Centre NPC
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Petrus Casparas Christiaan Hendrik Snyders
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South Africa
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Non-Executive Director, Exxaro
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(b) The business address of each Exxaro executive officer and director is Roger Dyason Road,
Pretoria West 0183, 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 October 5, 2017, Exxaro issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety. On October 4, 2017, 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 19,500,000 Class A Shares to the several underwriters named therein at a public offering price per share of US$22.00. Exxaro also granted
the underwriters a 30-day option to purchase up to an additional 2,925,000 Class A Shares at the public offering price. On October 5, 2017, the underwriters exercised the option in full to purchase an additional 2,925,000 Class A Shares at US$22.00
per share. The share purchase is expected to close on October 10, 2017. Exxaro expects to receive approximately US$474 million in net proceeds from its sale of the Class A Shares.
Except as described in the October 5 press release, 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. However, Exxaro reserves the right, at any time and from time to time, to review or reconsider its position and/or change its purpose and/or formulate plans or proposals with
respect thereto.
Item 5.
Interest in Securities of the Issuer
(a)-(b)
As of the date of this Amendment, Exxaro does not beneficially own any Class A Shares. Exxaro directly owns 51,154,280 Class B Shares, representing 100% of the outstanding Class B Shares and
approximately 42.7% of Tronoxs voting securities based on share information released by Tronox as of September 29, 2017. Mr. Mgojo owns 45,055 Class A Shares, of which 12,171 are vested (which represents less than 1% of all
outstanding Class A Shares). To the best of Exxaros 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 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 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 set forth in the press release attached hereto, to the best of Exxaros knowledge, none of the other persons
identified in Item 2 of this Schedule 13D has engaged in any transactions in Tronox securities during the past 60 days.
(d) To the best of Exxaros 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 Class B Shares owned by Exxaro.
(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
In addition to the matters disclosed in the press release attached hereto, the Exxaro may, from time to time, formulate other plans or
proposals regarding Tronox or its securities in support of Exxaros intention to monetize the Tronox shares owned by Exxaro to the extent deemed advisable in light of market conditions, subsequent developments affecting Tronox, the general
business and future prospects of Tronox or other factors, or enter into and unwind cash settled equity swap or other similar derivative transactions with respect to the securities of Tronox, which transactions may be significant in amount. These
arrangements do not and will not give Exxaro voting or investment control over the securities of Tronox to which these transactions relate and, accordingly, Exxaro disclaim beneficial ownership of any such securities.
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 securities, including, but not limited to, transfer or voting of any securities, finders 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
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99.1
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Press release of Exxaro Resources Limited, dated October 5, 2017.
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99.2
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Underwriting Agreement, dated October 4, 2017, between Exxaro Resources Limited, Tronox Limited and the underwriters named therein.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment to the Statement on Schedule 13D is true, complete and correct and that such
Statement, as amended hereby, is true, complete and correct.
Dated: October 6, 2017
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EXXARO RESOURCES LIMITED
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By:
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/s/ Saret van Loggerenberg
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Name: Saret van Loggerenberg
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Title: Group Company Secretary & Legal
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