As filed with the Securities and Exchange Commission on February 21, 2025
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
TRONOX HOLDINGS PLC
(Exact name of registrant as specified in its charter)
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England and Wales
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98-1467236
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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263 Tresser Boulevard, Suite 1100
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Laporte Road, Stallingborough
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Stamford, Connecticut 06901
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Grimsby, North East Lincolnshire, DN40 2PR, UK
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(Address of Principal Executive Offices)
TRONOX HOLDINGS PLC
AMENDED AND RESTATED MANAGEMENT EQUITY INCENTIVE PLAN
(Full title of the plan)
Jeffrey Neuman, Esq.
Senior Vice President, General Counsel and Secretary
Tronox Holdings PLC
263 Tresser Boulevard, Suite 1100
Stamford, Connecticut 06901
(Name and address of agent for service)
(203) 705-3800
(Telephone number, including area code, of agent for service)
Copies of all communications to:
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Craig B. Brod, Esq.
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Dan Tierney, Esq.
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Helena K. Grannis, Esq.
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Cleary Gottlieb Steen & Hamilton LLP
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Cleary Gottlieb Steen & Hamilton LLP
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2 London Wall Place,
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One Liberty Plaza
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London, England, EC2Y 5AU
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New York, New York 10006
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Telephone: +44 20 761 42200
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Telephone: (212) 225-2000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On May 8, 2024, at the Annual Meeting of Shareholders of Tronox Holdings plc (the “Registrant”), the Registrant’s shareholders approved an amendment (the “Amendment”) to the Tronox
Holdings Amended and Restated Management Equity Incentive Plan (the “Plan”), which amended the Plan to increase the number of the Registrant’s ordinary shares, par value $0.01 per share (the “Ordinary
Shares”), that may be issued under the Plan by 3,200,000 Ordinary Shares.
Pursuant to General Instruction E to Form S-8, the Registrant is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange
Commission (the “Commission”) to register, in connection with the Plan and pursuant to the Amendment, an additional 3,200,000 Ordinary Shares of the same class as registered under the Registrant’s Registration Statements on Form S-8 previously
filed with the Commission on August 4, 2020 (File No. 333-240322), August 16, 2016 (File No. 333-213159) (as amended by the first post-effective amendment on Form S-8 filed with the Commission on March 28, 2019), and July 6, 2012 (File No.
333-182556) (collectively, the “Earlier Registration Statements”). The Earlier Registration Statements, where applicable, are incorporated by reference in their entirety in this Registration Statement,
except as to the items set forth below in Part II.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Incorporation of Documents by Reference
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The rules of the Commission allow us to incorporate by reference information into this Registration Statement. The information incorporated by reference is considered to be a part of this Registration
Statement, and information that we file later with the Commission will automatically update and supersede this information. This Registration Statement incorporates by reference the documents listed below.
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a.
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The Registrant’s Annual Report on Form 10-K for the year ended December 31,
2024, filed with the Commission on February 19, 2025 (the “Annual Report”); |
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b.
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The Registrant’s Definitive Proxy Statement on Schedule 14A, filed with
the Commission on March 27, 2024 (solely to the extent specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023); |
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c.
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The Registrant’s Current Report on Form 8-K filed with the Commission pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on February 19, 2025 (other than the documents, or portions thereof, not deemed to be filed); and |
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d.
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The description of the Registrant’s Ordinary Shares contained in Exhibit 4.3 to the
Annual Report. |
All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from
the date of filing of such reports and other documents. Except as provided in the last sentence of the first paragraph of the section of this Registration Statement entitled “Item 3. Incorporation of Documents by Reference”, nothing in this
Registration Statement shall be deemed to incorporate any information provided in documents that is furnished (rather than filed) or is otherwise not deemed to be filed under applicable Commission rules.
EXHIBIT INDEX
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Tronox Holdings plc Amended and Restated Management Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on
February 19, 2025)
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Opinion of Cleary Gottlieb Steen & Hamilton LLP
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm for Tronox Holdings plc
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Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1)
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Power of Attorney (included on signature pages hereto)
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‡Incorporated herein by reference
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut on February 21, 2025.
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Senior Vice President and Chief Financial Officer
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In accordance with the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each
person whose signature appears below constitutes and appoints D. John Srivisal, Jeffrey N. Neuman and Steven Kaye and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the registration statement on Form S-8, and to any registration
statement filed under Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement on Form S-8 has been signed by the following persons in the capacities indicated on February 21, 2025.
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/s/ John Romano
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Chief Executive Officer and Director
(Principal Executive Officer)
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February 21, 2025
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John Romano
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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February 21, 2025
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/s/ Ilan Kaufthal
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Director
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February 21, 2025
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Ilan Kaufthal
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/s/ Lucrèce Foufopolous-De Ridder
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Director
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February 21, 2025
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Lucrèce Foufopolous-De Ridder
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Director
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February 21, 2025
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/s/ Ginger M. Jones
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Director
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February 21, 2025
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Ginger M. Jones
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Director
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February 21, 2025
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/s/ Moazzam A. Khan
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Director
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February 21, 2025
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Moazzam A. Khan
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/s/ Mutlaq H. Al-Morished
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Director
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February 21, 2025
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Director
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February 21, 2025
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Sipho Nkosi
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/s/ Jean-Francois Turgeon
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Director
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February 21, 2025
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Jean-Francois Turgeon
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Exhibit 5.1
February 21, 2025
Tronox Holdings PLC
Laporte Road
Stallingborough
Grimsby
North East Lincolnshire
England
DN40 2PR
Re: Tronox Holdings PLC – Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special English counsel to Tronox Holdings PLC (the “Company”), a public limited company incorporated under the laws of England and Wales, in
connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”),
of a registration statement on Form S-8 (such registration statement, including the documents incorporated by reference therein, the “Registration Statement”) for the registration of an additional 3,200,000
ordinary shares with a nominal value of $0.01 each (the “Ordinary Shares”) which may be issued or transferred under the Tronox Holdings Amended and Restated Management Equity Incentive Plan (the “Plan”).
In connection with the Registration Statement, we have been asked to provide an opinion on certain matters as set out below. We have taken instruction in this regard solely from the Company.
We understand that the Ordinary Shares are not and are not intended to be admitted to trading on any market or exchange, or otherwise listed, in the United Kingdom.
In arriving at the opinions expressed below, we have reviewed the following documents:
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(a) |
the Registration Statement; and
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(b) |
a certificate dated 20 February 2025 signed by an authorised signatory of the Company (the “Company’s Certificate”) relating to certain factual matters and
having annexed thereto and certified as true, complete and up-to-date copies of the following documents:
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(i) |
the current articles of association of the Company adopted with effect from 27 March 2019 (the “Articles”);
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the resolutions passed by the Company’s Board of Directors (the “Board”) on 21 February 2024 (the “Board Resolutions”); and
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the ordinary resolution passed by the shareholders of the Company at the Company’s annual general meeting held on 8 May 2024 (the “2024 AGM”) approving an amendment to the Plan for the sole
purpose of increasing the authorized shares thereunder (the “Shareholders’ Resolution”).
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In rendering the opinions expressed below we have assumed and not verified:
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the genuineness of all signatures, stamps and seals, the authenticity and completeness of all documents supplied to us and the conformity to the originals of all documents supplied to us as photocopies, facsimile or electronic copies;
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(b) |
that, where a document has been examined by us in draft, specimen or certificated form, it has been or will be executed in the form of that draft, specimen or certificate;
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the accuracy as to factual matters of each document we have reviewed, including, without limitation, the accuracy and completeness of all statements in the Company’s Certificate;
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that the Company has fully complied with its obligations under all applicable anti-terrorism, anti-money laundering, sanctions and human rights legislation, and that each allotment and issue of Ordinary Shares in the manner contemplated in
the Registration Statement will be compliant with such laws;
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(e) |
that no document has been entered into by any of the parties thereto in connection with any money laundering or any other unlawful activity;
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that all consents, approvals, notices, filings and registrations which are necessary under any applicable laws or regulations (other than laws or regulations of England and Wales) in order to permit the allotment and issue of any Ordinary
Shares in the manner contemplated in the Registration Statement have been or will be duly made or obtained;
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that there are no provisions of the laws of any jurisdiction outside England and Wales that would have any implication for the opinions we express and that, insofar as the laws of any jurisdiction outside England and Wales may be relevant
to this opinion letter, such laws have been and will be complied with;
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that the Company has complied with all applicable provisions of the Financial Services Act 2012 and the Financial Services and Markets Act 2000, as amended (the “FSMA”) and any applicable secondary
legislation made under any of the foregoing with respect to anything done by the Company in relation to the Ordinary Shares from or otherwise involving the United Kingdom (including Sections 19 (carrying on a regulated activity), 21
(financial promotion), and 85 (public offers) of FSMA);
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(i) |
that at the time the Board allots any Ordinary Shares, or grants any rights to subscribe for or to convert any security into Ordinary Shares in connection with the Plan, it: (i) is authorized to do so for the purposes of section 551 of the
Companies Act 2006 (the “Companies Act”) pursuant to an ordinary resolution validly passed by the Company’s shareholders or the Company’s articles of association in force at that time; and (ii) as may
be required, has the power to do so free of the restrictions in section 561 of the Companies Act pursuant to a special resolution validly passed by the Company’s shareholders or the Company’s articles of association in force at that time for
the purposes of sections 570 or 571 of the Companies Act, and in each case where relevant such resolutions and authorities remaining in full force and effect and not having expired, been rescinded or amended;
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that at the time of each allotment and issue of any Ordinary Shares the Company shall have received in full consideration equal to the subscription price or other consideration for such Ordinary Shares and shall have entered the holder or
holders thereof in the register of members of the Company showing that all such Ordinary Shares shall have been fully paid up as to their nominal value and any premium thereon as at each allotment date;
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that at the time of each issue of any Ordinary Share, the issue price or other consideration for such issue is not less than the nominal value, if any, of the Ordinary Share;
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that the meeting of the Board held on 21 February 2024 at which the Board Resolutions were passed was duly convened and held and such resolutions are a true record of the proceedings at such meeting and are valid, in full force and effect
and have not been amended, revoked or superseded;
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that the 2024 AGM at which the Shareholders’ Resolution was passed was duly convened and held and the Shareholders’ Resolution was duly and validly passed at the 2024 AGM, is in full force and effect and has not been amended, revoked or
superseded;
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(n) |
that each director of the Company has disclosed any interest which he or she may have in the transactions contemplated by the Board Resolutions in accordance with the provisions of the Companies Act and the Articles, and that none of the
relevant directors of the Company have any interest in such transactions except to the extent permitted by the Articles; and
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(o) |
that the directors consider in good faith that the actions to be carried out pursuant to the Board Resolutions by the Company will promote the success of the Company for the benefit of its members as a whole.
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Based on the foregoing, and subject to the further qualifications and limitations set forth below, it is our opinion that the Ordinary Shares, when issued in accordance with all necessary corporate
action of the Company, the provisions of the Company’s articles of association in force at that time and the Plan, and subject to receipt by the Company of the aggregate issue price or other consideration in respect of such Ordinary Shares, will be
validly issued, fully paid and non-assessable (for the purposes of this opinion, “non-assessable” means that no further contributions in respect of the Ordinary Shares will be required to be made to the Company by the holders thereof, by reason
solely of their being such holders).
The opinion set out above is limited to the laws of England and Wales in force as at the date of this opinion letter (taking into account the effect of the Agreement on the withdrawal of the United
Kingdom of Great Britain and Northern Ireland from the European Union and the European Atomic Energy Community and the European Union (Withdrawal) Act 2018) (as amended from time to time, including by the European Union (Withdrawal Agreement) Act
2020 and the Retained EU Law (Revocation and Reform) Act 2023), as currently applied by the courts in England and Wales, and are given on the basis that this opinion letter and any non-contractual obligations arising out of or in connection with it
will be governed by and construed in accordance with English law.
We hereby consent to the use of this opinion as a part Exhibit 5.1 of the Registration Statement as counsel for the Company who have passed on the validity of the Ordinary Shares being registered by
the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or
factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.
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Very truly yours,
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CLEARY GOTTLIEB STEEN & HAMILTON LLP
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By:
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/s/ Daniel Tierney
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Daniel Tierney, a Partner
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