VNTRQ Venator Materials PLC (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of January 2024

 

Commission File Number 001-38176

 

 

Venator Materials PLC (Exact name of Registrant as specified in its charter)   England and Wales (Jurisdiction of incorporation or organization)   Titanium House, Hanzard Drive, Wynyard Park Stockton-On-Tees, TS22 5FD, United Kingdom (Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  x Form 20-F   ¨ Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

VENATOR MATERIALS PLC ANNOUNCES EFFECTIVENESS OF SHARE

CONSOLIDATION OF ITS ORDINARY SHARES

 

As previously announced by Venator Materials PLC (the “Company”) on December 21, 2023, the shareholders of the Company approved, at the Company’s General Meeting of Shareholders (the “GM”) on December 21, 2023, a proposal to consolidate 108,050,720,916 ordinary shares of $0.001 each in the issued share capital of the Company into 785,692 ordinary shares of $137.523 (the “Share Consolidation”). The Share Consolidation will take effect on January 9, 2024 as approved by the board of directors of the Company (such date, the “Effective Date”). As previously disclosed in the notice of general meeting that was distributed to shareholders of the Company on December 6, 2023 (the “Notice”), each shareholder’s percentage ownership interest in the Company will remain unchanged, except for changes and adjustments that will result from the treatment of fractional shares. No fractional entitlements will be issued in connection with the Share Consolidation but shareholders have the right to receive cash in lieu of any fractional entitlements on the terms set out in the Notice. To the extent that any such cash payment to a shareholder would be less than $10, the Company will retain such amount, as permitted by the Company’s articles of association.

 

The Company posted a shareholder letter announcing the effectiveness of the Share Consolidation on the  Effective Date on the investor relations section of the Company’s website at https://www.venatorcorp.com/investor-relations/financials/annual-report-and-proxy-materials. A copy of such letter is filed as Exhibit 99.1 to this Report on Form 6-K.

 

The information contained in this Report on Form 6-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Exhibit Numbers		Descriptions of Exhibits
99.1		Shareholder Letter, dated as of January 9, 2024

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: January 9, 2024	VENATOR MATERIALS PLC
	/s/ SEAN PETTEY
	Name: Sean Pettey
	Title: Assistant General Counsel, Corporate and Assistant Secretary

 

 

 

Exhibit 99.1

 

Venator Materials PLC

Titanium House, Hanzard Drive, Wynyard Park

Stockton-On-Tees, TS22 5FD, United Kingdom

 

January 9, 2024

 

Dear Venator Shareholder:

 

This letter serves as notification that at 9:00 a.m., Eastern Time, on January 9, 2024 (the “Effective Time”), Venator Materials PLC (the “Company”) completed its share consolidation (the “Share Consolidation”) on the basis of 1 new ordinary share of $137.523 each (a “New Ordinary Share”) for every 137,523 ordinary shares of $0.001 each (the “Existing Ordinary Shares”) (the “Final Ratio”). Pursuant to the Share Consolidation, at the Effective Time, every 137,523 issued Existing Ordinary Shares were consolidated into 1 New Ordinary Share resulting in the nominal value per New Ordinary Share of $137.523. Where applying the Final Ratio to the shares held by shareholders of record results in fractional entitlements to New Ordinary Shares, shareholders of record will instead be entitled to a cash payment which will be calculated in relation to the net proceeds of aggregating all fractional entitlements and selling them, as further described in the Notice of General Meeting dated December 21, 2023, save that where such cash payment would have been for less than $10, the Company will instead retain such amount, as permitted by the Company’s articles of association.

 

The Company has retained Computershare Trust Company, N.A. (“Computershare”) to manage the exchange of your Existing Ordinary Shares for New Ordinary shares post-Share Consolidation. The Company intends to treat shares held by “street” shareholders through a broker, bank or other agent in the same manner as registered shareholders whose Existing Ordinary Shares are registered in their names. Brokers, banks and other agents will be instructed to effect a Share Consolidation for their beneficial holders holding our Existing Ordinary Shares in street name. Shareholders who hold Existing Ordinary Shares with a broker, bank or other agent and who have any questions in this regard are strongly encouraged to contact their brokers, banks or other agents for more information.

 

Shareholders who hold some or all of their Existing Ordinary Shares electronically in book-entry form with Computershare will not need to take action to receive New Ordinary Shares following the Share Consolidation as the exchange will be automatic. A transaction statement will automatically be sent to their address of record indicating the number of shares they hold following the Effective Time.

 

Shareholders who hold Existing Ordinary Shares in certificated form will not need to take action to receive New Ordinary Shares following the Share Consolidation as the exchange will be automatic. Their existing share certificates will be cancelled, and new share certificates representing their holding of New Ordinary Shares will be issued to such shareholders.

 

 

Shareholders who hold their Existing Ordinary Shares in the form of depositary receipts will be sent a letter of transmittal by Computershare as soon as practicable after the Effective Time. The letter of transmittal will contain instructions on how to surrender their certificates representing their depositary receipts to Computershare in exchange for certificates representing the depositary receipts for the appropriate number of New Ordinary Shares.

 

For more information, also see the Notice of General Meeting, dated December 6, 2023, that the Company has published on its investor relations website (https://www.venatorcorp.com/investor-relations/financials/annual-report-and-proxy-materials). If you have any questions regarding the Share Consolidation, you may also contact Computershare toll free at 1-800-546-5141. Outside the U.S. and Canada, you can call 781-575-2765.

 

Sincerely,

 

/s/ Simon Turner

Simon Turner

President and Chief Executive Officer

Venator Materials PLC

 

 

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