(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 Exxaros 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 Exxaros 26% shareholding in Tronox Holdings plcs 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 Exxaros 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 plcs outstanding voting securities. 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 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 Exxaros 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 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 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, 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 February 24, 2021.
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99.2
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Underwriting Agreement dated February 24, 2021, between Exxaro, Tronox Holdings plc, and the underwriters named therein.
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