As filed with the Securities and Exchange Commission on August 4, 2020

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)

England and Wales
 
98-1467236
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

263 Tresser Boulevard, Suite 1100
Stamford, Connecticut 06901
 
Laporte Road, Stallingborough
Grimsby, North East Lincolnshire, DN40 2PR, UK

(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:

Craig B. Brod, Esq.
 
Gary Green, Esq.
Cleary Gottlieb Steen & Hamilton LLP
 
CMS Cameron McKenna Nabarro Olswang LLP
One Liberty Plaza
 
Cannon Place, 78 Cannon Street
New York, New York 10006
 
London EC4N 6AF, United Kingdom
Telephone: (212) 225-2000
 
Telephone: 44 20 7367 3000

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.

 
Large accelerated filer ☒
 
 
Accelerated filer ☐
 
 
Non-accelerated filer ☐
 
 
Smaller reporting company ☐
 
 
Emerging growth company ☐
 

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. ☐

 
Title of Securities
to be Registered
 
Amount to be
Registered (1)
Proposed
Maximum Offering
Price Per Share (2)
Proposed Maximum
Aggregate Offering
Price (2)
 
Amount of
Registration Fee (2)
Ordinary shares
8,000,000
$7.68
$61,440,000
$7,974.91

(1) This Registration Statement also covers any additional ordinary shares that become issuable because of any share dividend, share split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding ordinary shares of the Registrant’s common stock.

(2) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. The fee is calculated upon the basis of the average between the high and low sales prices for ordinary shares of the Registrant as reported on the New York Stock Exchange on July 30, 2020.



 INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
 
Pursuant to Instruction E to Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on 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 relating to the registration of 20,781,225 shares of the Registrant’s ordinary shares, par value $0.01 per share (the “Ordinary Shares”), authorized for issuance pursuant to the Tronox Holdings Amended and Restated Management Equity Incentive Plan (the “Plan”), is incorporated by reference in its entirety in this Registration Statement, except as to the items set forth below. This Registration Statement provides for the registration of an additional 8,000,000 shares of the Registrant’s Ordinary Shares to be issued pursuant to the Plan.
 
PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8.
Exhibits.
 
EXHIBIT INDEX
Exhibit
No.
 
Description of Exhibits
4.1
 
Tronox Holdings plc Amended and Restated Management Equity Incentive Plan, as amended (incorporated by reference to Exhibit B to the Company’s Proxy Statement, filed with the SEC on April 27, 2020)
5.1
 
Opinion of CMS Cameron McKenna Nabarro Olswang LLP.*
23.1
 
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm for Tronox Holdings plc.*
23.2
 
Consent of CMS Cameron McKenna Nabarro Olswang LLP (included in Exhibit 5.1).*
24.1
 
Powers of Attorney (included on signature pages hereto).
*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 August 4, 2020.
 
TRONOX HOLDINGS PLC


 By
/s/ Timothy C. Carlson
   
Name:
Timothy Carlson
   
Title:
Senior Vice President and Chief Financial Officer
 
POWER OF ATTORNEY
 
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 Jeffry N. Quinn, Timothy Carlson and Jeffrey N. Neuman 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 August 4, 2020.
 
Signature
 
Title
 
Date
         
   
Chairman of the Board and Chief Executive Officer
   
/s/ Jeffry N. Quinn
 
(Principal Executive Officer)
 
August 4, 2020
Jeffry N. Quinn
 
   
     Senior Vice President and Chief Financial Officer    
/s/ Timothy C. Carlson
 
(Principal Financial Officer and Principal Accounting Officer)
 
August 4, 2020
Timothy C. Carlson
 

   
         
/s/ Ilan Kaufthal
 
Lead Independent Director
 
August 4, 2020
Ilan Kaufthal
       
         
/s/ Vanessa Guthrie
 
Director
 
August 4, 2020
Vanessa Guthrie
       
         
/s/ Peter B. Johnston
 
Director
 
August 4, 2020
Peter B. Johnston
       


/s/ Ginger M. Jones
 
Director
 
August 4, 2020
Ginger M. Jones
       
         
/s/ Stephen Jones
 
Director
 
August 4, 2020
Stephen Jones
       
         
/s/ Moazzam A. Khan
 
Director
 
August 4, 2020
Moazzam A. Khan
       
         
/s/ Mutlaq H. Al-Morished
 
Director
 
August 4, 2020
Mutlaq H. Al-Morished
       
         
/s/ Sipho Nkosi
 
Director
 
August 4, 2020
Sipho Nkosi
       

INDEX OF EXIBITS

Exhibit
No.
 
Description of Exhibits
 
Tronox Holdings plc Amended and Restated Management Equity Incentive Plan, as amended (incorporated by reference to Exhibit B to the Company’s Proxy Statement, filed with the SEC on April 27, 2020)
 
Opinion of CMS Cameron McKenna Nabarro Olswang LLP.*
 
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm for Tronox Holdings plc.*
 
Consent of CMS Cameron McKenna Nabarro Olswang LLP (included in Exhibit 5.1).*
 
Powers of Attorney (included on signature pages hereto).

*Filed herewith.




Exhibit 5.1


Tronox Holdings plc
Laporte Road
Stallingborough
Grimsby
North East Lincolnshire
DN40 2PR
England
 
 
 
 
CMS Cameron McKenna Nabarro Olswang LLP
 
Cannon Place
78 Cannon Street
London EC4N 6AF
 
DX 135316 London Cannon Place
 
T +44 20 7367 3000
F +44 20 7367 2000
 
cms.law
   
Our ref
GMG/BN/165330.00001
04 August 2020
 
Dear Sirs,
 
Registration Statement on Form S-8
 
1.
INTRODUCTION
 
1.1
We are acting as English legal advisers to Tronox Holdings plc (“Tronox”), a company incorporated in England and Wales with company registration number 11653089. We have been requested by Tronox to render our opinion as to the matters set forth below in connection with the 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 (as amended, the “Registration Statement”) relating to the registration of 8,000,000 ordinary shares (subject to adjustments as may be required in accordance with the terms of the Plan (as defined below)), par value US$0.01 per share, of Tronox (the “Shares,” each a “Share”) to be offered and sold from time to time under the Tronox Amended and Restated Management Equity Incentive Plan (the “Plan”).
 
1.2
We understand that the Shares are not and are not intended to be admitted to trading on any market or exchange, or otherwise listed, in the United Kingdom.
 
2.
DOCUMENTS EXAMINED
 
For the purpose of giving the opinions in this letter we have examined the following documents (the “Reviewed Documents”):
 
UK – 624579033.1

CMS Cameron McKenna Nabarro Olswang LLP is a limited liability partnership registered in England and Wales with registration number OC310335. It is a body corporate which uses the word "partner" to refer to a member, or an employee or consultant with equivalent standing and qualifications.  It is authorised and regulated by the Solicitors Regulation Authority of England and Wales with SRA number 423370 and by the Law Society of Scotland with registered number 47313. A list of members and their professional qualifications is open to inspection at the registered office, Cannon Place, 78 Cannon Street, London EC4N 6AF. Members are either solicitors or registered foreign lawyers. VAT registration number: 974 899 925. Further information about the firm can be found at cms.law

CMS Cameron McKenna Nabarro Olswang LLP is a member of CMS Legal Services EEIG (CMS EEIG), a European Economic Interest Grouping that coordinates an organisation of independent law firms. CMS EEIG provides no client services. Such services are solely provided by CMS EEIG’s member firms in their respective jurisdictions. CMS EEIG and each of its member firms are separate and legally distinct entities, and no such entity has any authority to bind any other. CMS EEIG and each member firm are liable only for their own acts or omissions and not those of each other. The brand name "CMS" and the term "firm" are used to refer to some or all of the member firms or their offices. Further information can be found at cms.law

Notice: the firm does not accept service by e-mail of court proceedings, other processes or formal notices of any kind without specific prior written agreement.


2.1
a copy of resolutions of the Tronox board meeting held on 24 June 2020 at which the filing of the Registration Statement and the issue of the Shares pursuant to the Plan were approved (the “Board Resolutions”), certified as being true and complete as at the date of the Officer’s Certificate (as defined in paragraph 2.4 below);
 
2.2
a copy of the shareholder resolutions passed by the sole shareholder of Tronox on 25 February 2019 authorising the directors of Tronox to allot and issue shares in Tronox up to a maximum aggregate nominal amount of US$5,000,000, certified as being true and complete as at the date of the Officer’s Certificate (as defined in paragraph 2.4 below);
 
2.3
a copy of the shareholder resolution passed by the shareholders of Tronox on 24 June 2020, approving the amendment to the Plan for the purpose of increasing the number of shares available to be granted under the Plan by 8,000,000, certified as being true and complete as at the date of the Officer’s Certificate (as defined in paragraph 2.4 below);
 
2.4
a copy of a signed certificate from an officer of Tronox addressed to CMS Cameron McKenna Nabarro Olswang LLP and dated 04 August 2020 (the “Officer's Certificate”) (without examining the substance of any attachments thereto other than the Board Resolutions and the Articles (as defined in paragraph 2.5 below));
 
2.5
a copy of the articles of association of Tronox adopted on 27 March 2019 (the “Articles”) certified as being true, complete and up to date as at the date of the Officer’s Certificate;
 
2.6
a copy of the trading certificate of Tronox issued by Companies House on 8 November 2018;
 
2.7
a copy of the Plan;
 
2.8
a copy of the certificate of incorporation containing a statement of good standing of Tronox issued by Companies House and dated 22 April 2020; and
 
2.9
the results of our online search on 04 August 2020 at approximately 10:30 a.m. of the public records on file and available for inspection at Companies House with respect to Tronox (the “Records Search”) and the results of a search made by our court clerks of the CE‑File at the Central Index of Winding‑Up Petitions on 04 August 2020 at approximately 10:30 a.m. with respect to Tronox (the “Central Index Search” and together with the Records Search, the “Searches”).
 
Except as mentioned above, we have not examined any documents or made any enquiries in connection with the giving of this opinion.
 
3.
ASSUMPTIONS
 
In considering the Reviewed Documents we have assumed:
 
3.1
the genuineness of all signatures on any of the Reviewed Documents and that any signature or execution pages on which any such signatures appear physically formed part of complete and final versions of those documents at the time of signing;
 
3.2
the accuracy and completeness of all facts stated in any of the Reviewed Documents;
 
3.3
that where a document is required to be delivered, each party to it has delivered the same without it being subject to any escrow or other similar arrangement;
 
2

3.4
that the Company has fully complied with its obligations under all applicable money laundering legislation;
 
3.5
the authenticity, accuracy and completeness of all original documents submitted to us or used to provide copies to us and the conformity to original documents of all copy documents submitted to us;
 
3.6
the Plan adopted and amended by the directors of Tronox is in the same form as the copy of the Plan reviewed by us, and is not subsequently amended, and is administered at all material times in accordance with its terms;
 
3.7
that except insofar as matters are on public record and are discoverable by the Searches, Tronox has not passed a voluntary winding-up resolution, that no petition has been presented to or order made by a court for the winding‑up or dissolution of Tronox, that no application has been made to a court for an administration order in respect of Tronox and no administration order has been made by any court in relation to Tronox, that no appointment of an administrator of Tronox has been made out of court and no notice of intention to appoint an administrator has been given or filed with any court in respect of Tronox, that no receiver, trustee, administrator, provisional liquidator, administrative receiver or similar officer has been appointed in relation to Tronox or any of its assets or revenues;
 
3.8
that the information disclosed in the Searches was correct and complete;
 
3.9
that the Board Resolutions have not been amended, modified or superseded;
 
3.10
that each director of Tronox 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 2006 and the Articles, and that none of the relevant directors of Tronox have any interest in such transactions except to the extent permitted by the Articles;
 
3.11
that the actions to be carried out pursuant to the Board Resolutions by Tronox and the exercise of its rights and performance of its obligations thereunder will materially benefit Tronox, and that the directors of Tronox acted in good faith and in the interests of Tronox in approving the Board Resolutions and the transactions contemplated thereby;
 
3.12
all persons who receive Shares under the Plan will have agreed to receive such Shares;
 
3.13
each party to an Award Agreement (as defined in the Plan) under which Shares are issued, entered into or will enter into the Award Agreement in good faith and the entry by the party into the Award Agreement, and the performance of obligations by that party under the Award Agreement and the Plan, are in the party’s best interests and, in the case of Tronox, for the purpose of its business;
 
3.14
no person has contravened or will contravene any applicable law by entering into or offering to enter into an Award Agreement or giving effect to a transaction under or in connection with the Plan;
 
3.15
each party to an Award Agreement was or will be solvent at the time of and immediately after entering into an Award Agreement, and was and will have at all times full legal capacity;
 
3

3.16
that the allotment and issue of the Shares will comply in all respects with the terms of the Special Eligibility Agreement for Securities dated 27 March 2019 and the Transaction Information Document dated 27 March 2019, as amended on 14 February 2020 (included as Exhibit A to our legal opinion letter dated 14 February 2020 which is Exhibit A to the letter agreement from the Company and Computershare Trust Company, N.A. to The Depository Trust Company, Cede & Co. and National Securities Clearing Corporation and dated 14 February 2020);
 
3.17
that none of the Shares will be offered to the public in the United Kingdom, unless an approved prospectus has been made available to the public before the offer is made or a relevant exemption applies; and
 
3.18
where the Shares are received under the Plan by a person in a jurisdiction other than England and Wales, receipt of the Shares by such person will not be illegal or unenforceable under the laws of that jurisdiction.
 
Our opinion is confined to, and given on the basis of, the laws of England and Wales as applied by the courts of England and Wales at the date of this opinion letter and we have made no investigation of the laws of any country or jurisdiction other than England and Wales. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which we did not have knowledge at the time of issuance of this opinion, by reason of any change subsequent to that time in any law, or for any other reason. Furthermore we do not express any opinion on European Union law as it affects any jurisdiction other than England and Wales (and, for this purpose, we have assumed that all statutory instruments and/or regulations made in England and Wales in purported implementation of any directive have been duly made in accordance with that directive and are valid in all respects under the laws of England and Wales). The opinions given in this opinion letter are strictly limited to the matters stated in paragraph 4 (Opinions) below and do not extend to and are not to be read as extending by implication to any other matters in connection with the resolutions contained in the Board Resolutions. We express no opinion as to matters of fact.
 
This opinion letter and all non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales as at the date of this opinion letter.
 
4.
OPINIONS
 
Based upon and subject to the foregoing and subject to the reservations, qualifications and observations set out in paragraph 5 (Qualifications) below and to any matters not disclosed to us, we are of the opinion that:
 
4.1
Tronox is a public limited liability company duly incorporated and validly existing under the laws of England and Wales; and
 
4.2
the Shares will be validly issued, fully paid and non-assessable. For the purposes of this opinion, “non-assessable” shall mean that no further contributions in respect of the Shares will be required to be made to Tronox by the holders thereof by reason solely of being a holder of such Shares.
 
4

5.
QUALIFICATIONS
 
The opinions expressed in this opinion letter are subject to the following reservations, qualifications and observations:
 
5.1
the Records Search is not conclusively capable of revealing whether or not (i) a winding-up order has been made in respect of a company or a resolution passed for the winding up of a company, or (ii) an administration order has been made in respect of a company, or (iii) a receiver, administrative receiver, administrator or liquidator has been appointed in respect of a company, since notice of these matters might not be filed with Companies House immediately and, when filed, might not be made available through the website or entered on the files of Companies House relating to insolvency details with respect to the relevant company immediately. In addition, such searches are not capable of revealing, prior to the making of the relevant order, whether or not a winding-up petition or a petition for an administration order has been presented; and
 
5.2
the Central Index Search relates only to a compulsory winding up and is not capable of revealing conclusively whether or not a winding-up petition in respect of a compulsory winding up has been presented since details of the petition may not have been entered on the records of the Central Index of Winding‑Up Petitions immediately or, in the case of a petition presented to a County Court, may not have been notified to the Central Index and entered on such records at all, and the response to an enquiry only relates to the period of six months prior to the date when the enquiry was made. We have not made enquiries of any County Court as to whether a petition for the appointment of an administrator has been presented to, or an administration order has been made by, any County Court against Tronox.
 
We express no opinion as to, nor have we taken into account, the implications of any pending or foreshadowed legislative or regulatory proposal or amendment or of any litigation, hearing or pending judgment in England and Wales including, but not limited to, any matters not yet decided on appeal.
 
We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Except as otherwise stated in this opinion letter, this opinion letter may not be relied upon for any other purpose or by any other person.
 
This opinion letter is given by CMS Cameron McKenna Nabarro Olswang LLP which assumes liability, and is responsible, for it. No individual owes or shall owe any duty of care to any person for this opinion letter and Tronox agrees that each member, employee and consultant of CMS Cameron McKenna Nabarro Olswang LLP shall be entitled to the benefit of the provisions of this paragraph under the Contract (Rights of Third Parties) Act 1999.
 
This opinion is being furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act.
 
Yours faithfully

CMS Cameron McKenna Nabarro Olswang LLP


5


Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Tronox Holdings plc of our report dated March 16, 2020 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Tronox Holding's Annual Report on Form 10-K for the year ended December 31, 2019.

/s/ PricewaterhouseCoopers LLP
Stamford, Connecticut
August 4, 2020