Tronox Limited said on Friday that it had agreed to acquire Exxaro’s 26% interest in Tronox Sands LLP, a UK limited liability partnership, for approximately 2.06 billion South African rand (approximately $148 million) in cash.
Tronox Sands produces the titanium dioxide raw materials, ilmenite, rutile and leucoxene, together with zircon. The redemption is being wholly funded by cash currently held in Tronox’s 74% owned South African subsidiaries and will enable future cash generated in South Africa to be repatriated for general corporate purposes. Tronox, which is listed in the US, also says that Exxaro, its largest shareholder, will continue to support its bid to change its legal domicile from Australia to the United Kingdom, which it says will provide more authority and flexibility to buy back its own shares as well as eliminate its dual-class share structure.
The Tronox Sands deal is the first step in a series of transactions envisaged in the Mineral Sands Transaction Completion Agreement announced on 26 November 2018, relating to Tronox’s 2012 acquisition of Exxaro’s mineral sands business and its ongoing relationship with Exxaro. Exxaro, a coal and metals mining group, holds a 24% interest in Tronox itself, after having initially received a 38.5% stake in the US company in exchange for Exxaro’s mineral sands interests in Australia and South Africa. It is committed to an orderly and controlled disposal of its remaining Tronox stake in 2019.
Jeffry Quinn, president and CEO of Tronox, said, “The Completion Agreement enables Tronox to proceed with its redomiciliation to the UK, ensures an orderly sale of Exxaro’s Tronox shares, including the option to directly repurchase any shares Exxaro elects to sell, and facilitates our ability to purchase Exxaro’s 26% ownership interest in our South African subsidiaries. With the new South African mining charter in the process of being implemented, acquiring full control of our South African operations will increase our earnings from these valuable assets to the benefit of our shareholders.”
Tronox will formally initiate the process of redomiciling to the UK at a general shareholders’ meeting to be held in the near future. Redomiciling will be effected by “top-hatting” Australian-incorporated Tronox Limited with a new holding company, Tronox Holdings PLC, incorporated under English law. Each Tronox shareholder will receive one share in the newly incorporated UK company in exchange for each share held in Tronox Limited, which will be listed on the NYSE.
By Natasha Alperowicz
Source: Chemical Week
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