Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
15 Agosto 2023 - 5:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 August 2023.
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): ¨
General Meeting of Shareholders
On or about August 15, 2023, Venator Materials
PLC (the “Company”) distributed a notice of general meeting (the “Notice of GM”) to be held at the offices of
Kirkland & Ellis LLP, 601 Lexington Avenue, New York, NY 10022, on August 31, 2023, at 10:00 a.m. Eastern Daylight Time to the holders
of the Company’s ordinary shares. The Notice of GM is furnished hereto as Exhibit 99.1.
The Notice of GM and other materials related to
the GM are posted on the investor relations section of the Company’s website at https://www.venatorcorp.com/investor-relations/financials/annual-report-and-proxy-materials.
The information contained in this 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
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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VENATOR MATERIALS PLC |
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/s/ SEAN PETTEY |
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Assistant Secretary |
Dated: August 15, 2023
Exhibit 99.1
| Notice of General Meeting |
| THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to the action you should take, you are recommended to seek
your own financial advice from your stockbroker, bank manager, solicitor, accountant
or other independent adviser authorised under the Financial Services and Markets Act
2000 (the “FSMA”) if you are resident in the U.K. or, if you reside elsewhere, another
appropriately authorised financial adviser.
This document does not constitute an offer to buy, acquire or subscribe for (or the solicitation
of an offer to buy, acquire or subscribe for) ordinary shares (as defined below). This document
does not contain an offer of transferrable securities within the meaning of section 102B of
FSMA and does not constitute a prospectus within the meaning of section 85 of FSMA.
This document should not be distributed, forwarded or transmitted in or into any jurisdiction in
which such an act would constitute a breach of the relevant laws of such jurisdiction.
The registered office of Venator Materials PLC is Titanium House, Hanzard Drive, Wynyard
Park, Stockton-On-Tees, United Kingdom, TS22 5FD. Venator Materials PLC is incorporated
and registered in England and Wales under the Companies Act 2006 with registered number
10747130.
VENATOR MATERIALS PLC
A notice convening a general meeting of the Company is set out beginning on page 1 of this
document. |
| You are recommended to read the whole of this document, but your attention is drawn
to the letter from the President and Chief Executive Officer of the Company, which is
set out on pages i to iii of this document and which provides details of the business of
the Meeting.
A GENERAL MEETING WILL BE HELD ON AUGUST 31, 2023 AT THE OFFICES OF
KIRKLAND & ELLIS LLP, 601 LEXINGTON AVENUE, NEW YORK, NY 10022, AT 10:00 A.M.
EASTERN DAYLIGHT TIME. |
| i
AN INVITATION FROM VENATOR’S LEADERSHIP
DEAR FELLOW SHAREHOLDER,
1. Background to and Reasons for the Meeting
As announced on May 15, 2023, Venator Materials PLC (the “Company”) has reached
agreement with the overwhelming majority of its lenders and noteholders on the terms of a
comprehensive recapitalization plan which involves equitizing nearly $1 billion of the
Company’s funded debt, strengthening its balance sheet, and facilitating an infusion of new
capital, all of which will position the Company for future growth and success. The
implementation of the recapitalization requires certain steps to be taken, including the
convening of a general meeting of the Company to approve certain resolutions, as described
further below.
On May 14, 2023, the Company and certain of its subsidiaries filed voluntary petitions for relief
under chapter 11 of title 11 of the United States Code, commencing chapter 11 cases (the
“Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas
(the “Bankruptcy Court”).
In connection with the Chapter 11 Cases, on July 25, 2023, an order (the “Confirmation Order”)
was entered confirming the Company’s chapter 11 plan of reorganisation (the “Plan”). The Plan
contemplates, and the Confirmation Order requires, a release and discharge of amounts owed
to the Company’s existing secured lenders and secured and unsecured noteholders, and the
issuance of new ordinary shares in the Company (or, if and to the extent agreed between the
Company and the relevant holder, other securities which carry rights to subscribe for, or to
convert securities into, such ordinary shares) (the “New Ordinary Shares”) to such lenders
and noteholders.
Among other things, the Confirmation Order provides the Company with the authority to take
any action necessary and appropriate to implement, effectuate, and consummate the
restructuring transactions contemplated by the Plan. Your rights are further described in the
Plan and related Disclosure Statement. You may obtain copies of the Plan, the Disclosure
Statement, and related materials, free of charge: (1) on the Company’s restructuring website
at http://dm.epiq11.com/Venator; (2) by emailing the Company’s solicitation agent at
venator@epiqglobal.com; or (3) by calling the Company’s solicitation agent at +1 (888) 716-
3497 (Toll Fee U.S. & Canada) or +1 (503) 436-6147 (international). You may also obtain
copies of any documents filed in the Chapter 11 Cases for a fee through the Bankruptcy
Court’s website at: https://ecf.deb.uscourts.gov.
We are convening a general meeting of shareholders (the “Meeting”) of the Company to be
held on August 31, 2023 at 10:00 a.m. Eastern Daylight Time, at the offices of Kirkland & Ellis
LLP, 601 Lexington Avenue, New York, NY 10022. The formal notice of the Meeting (the
“Notice of Meeting”) immediately follows this invitation and contains the proposed resolutions
to be passed by the shareholders of our Company at the Meeting.
The purpose of the Meeting is to deliberate and resolve to approve the allotment and issuance
of new ordinary shares in the Company and/or the granting of rights to subscribe for, or to
convert securities into, new ordinary shares in the Company, and to seek authority to carry
out such issuance on a non-pre-emptive basis (the “Share Issuance”), to enable the issuance
of the New Ordinary Shares to the existing lenders and noteholders in accordance with the
Plan and the Confirmation Order, as described in further detail in paragraph 2 below.
It is important that you use this opportunity to take part in the affairs of our Company by
meeting on the business to come before the Meeting, and we urge you to read the Notice of
Meeting and the accompanying notes in full for additional information concerning the matters
to be considered at the Meeting. |
| ii
2. Details of the Share Issuance
As of the date of this Notice of Meeting, the Company has 108,791,900 ordinary shares
outstanding, with $0.001 par value per share. The Directors will require authority to allot and
issue ordinary shares and/or grant rights to subscribe for, or to convert securities into, ordinary
shares in the Company on a non-pre-emptive basis to satisfy the requirement to allot and issue
new ordinary shares to the Company’s existing secured lenders and secured and unsecured
noteholders in accordance with the Plan and the Confirmation Order. Shareholder approval
is being sought for this authority by way of Resolutions 1 and 2.
The Company intends to carry out the above allotment and issuance on a non-pre-emptive
basis. However, in the event that Resolution 2 passes but Resolution 1 does not, the
Company may nevertheless elect to carry out a pre-emptive allotment and issuance of
ordinary shares which complies with s561 Companies Act 2006 if required to effect the Plan. |
| iii
PLEASE VOTE AS SOON AS POSSIBLE
We ask that you vote as soon as possible. You may vote by proxy via the Internet or by mail
by following the instructions on the enclosed form of proxy, or in accordance with the
information forwarded by your broker, bank or other holder of record. For detailed information
regarding voting instructions, please refer to pages 2 to 7 of the accompanying Notice of
Meeting.
The Board of Directors strongly encourages shareholders to exercise their votes by
submitting their form of proxy in advance of the Meeting and to appoint the individuals
named herein as their proxy with their voting instructions.
Thank you for your continued support and interest in Venator Materials PLC.
Yours sincerely,
Simon Turner
President and Chief Executive Officer
August 15, 2023 |
| NOTICE OF GENERAL MEETING
TABLE OF CONTENTS
Page
NOTICE OF GENERAL MEETING
NOTES REGARDING GENERAL MEETING
General ..................................................................................................................................
Actions to be Taken ...............................................................................................................
Shareholder Questions ..........................................................................................................
SPECIAL RESOLUTION FOR GENERAL MEETING
Proposal 1 –Disapplication of Pre-Emption Rights…………………………………………….
ORDINARY RESOLUTION FOR GENERAL MEETING
Proposal 2 – Allotment of Ordinary Shares……………………………………………………..
ADDITIONAL INFORMATION
1
2
2
2
2
8
9
9
10
8 |
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NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting (the “Meeting”) of Venator Materials PLC
(the “Company”) will be held at offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New
York, NY 10022, on August 31, 2023 at 10:00 a.m. Eastern Daylight Time, for the transaction
of the business set forth below.
The Company has one class of ordinary shares as at the date of this notice. The holders of
the ordinary shares are entitled to one vote per share on all matters that are subject to a
shareholder vote.
This notice is being sent to you because, as of the close of business in New York on July 26,
2023, you have been determined to be a holder of ordinary shares of the Company.
One of the resolutions to be considered at the Meeting will be proposed as an ordinary
resolution and the other resolution will be proposed as a special resolution. Provided a quorum
is present, for ordinary resolutions to be passed, a simple majority (i.e., more than 50%) of the
votes cast and for special resolutions, not less than 75% of the votes cast (in each case whether
in person or by proxy) must be cast in favour in order for the resolution to be passed. All
resolutions at the Meeting will be decided on a poll. You can order a paper copy of this notice
or any other Company report free of charge at https://www.venatorcorp.com/investor
relations/financials/annual-report-and-proxy-materials. Copies will also be available at the
Meeting.
SPECIAL RESOLUTION
Proposal Description
1 Disapplication of pre-emption rights
ORDINARY RESOLUTION
Proposal Description
RESULTS OF VOTES
The results of polls taken on the resolutions at the Meeting and any other information required
by the Companies Act 2006 will be made available on the Company’s website
(https://www.venatorcorp.com/investor-relations/financials/annual-report-and-proxy-materials) as soon as reasonably practicable following the Meeting and for the required period
thereafter.
BY ORDER OF THE BOARD
Russ R. Stolle
Company Secretary
August 15, 2023
Registered head office
Titanium House
Hanzard Drive
Wynyard Park, Stockton-On-Tees
United Kingdom, TS22 5FD
Allotment of Ordinary Shares |
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NOTES REGARDING THE GENERAL MEETING
GENERAL
A general meeting (the “Meeting”) of Venator Materials PLC (“Venator,” the “Company,” “us,”
“we,” or “our”) will be held at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New
York, NY 10022, on August 31, 2023 at 10:00 a.m. Eastern Daylight Time, for the purposes
set forth in the accompanying Notice of Meeting.
ACTIONS TO BE TAKEN
If you are a holder of ordinary shares as at the date of the Meeting in the Company and are
planning to attend the Meeting in person (or by way of corporate representative), please contact
the Company via email at Venator Investor Relations at ir@venatorcorp.com.
If you are unable to attend the Meeting in person, you can still vote on the resolutions by
appointing a proxy. A form of proxy for use at the Meeting is enclosed. You are advised to
vote in accordance with the instructions printed on your form of proxy as soon as possible but
in any event by no later than 11:59 p.m. Eastern Daylight Time on August 30, 2023.
Further information about how to vote and attend the Meeting is given below.
The Board of Directors strongly encourages shareholders to exercise their votes by
submitting their form of proxy in advance of the Meeting and to appoint the individuals
named herein as their proxy with their voting instructions.
Any person who participates at the Meeting by way of arrangements described in this Notice
of Meeting will be deemed present at, and will count in the quorum for, the Meeting.
The return of a completed form of proxy will not preclude a shareholder from attending the
Meeting in-person, should they subsequently decide to do so.
FOREIGN PRIVATE ISSUER STATUS
The Company is incorporated under the laws of England and Wales. As such, the Company
is subject to the Companies Act 2006 (the ‘‘Act’’) under English law. The Company also
qualifies as a “Foreign Private Issuer” under applicable U.S. securities laws, and currently files,
discloses and reports consistent with U.S. securities laws applicable to a Foreign Private
Issuer. Prior to May 30, 2023, the Company’s ordinary shares were listed on the New York
Stock Exchange (‘‘NYSE’’), under the symbol ‘‘VNTR”. The Company’s ordinary
sharescurrently trade in the OTC Pink Open Market under the symbol “VNTRQ”.
Your vote is important to us and allows you to participate in the future of our Company. We
encourage you to read this Notice of Meeting and the matters to be considered at the Meeting,
and to use this opportunity to take part in the affairs of our Company by voting on the matters
to be considered at the Meeting.
SHAREHOLDER QUESTIONS
1. WHAT IS THE PURPOSE OF THE MEETING?
At the Meeting, shareholders will vote upon the matters set forth in the Notice of Meeting and
on any other matters properly presented at the Meeting in accordance with our current Articles
of Association (the “Articles”).
Any shareholder of record attending the Meeting has the right to ask questions. Shareholders
are kindly asked to direct questions to the chair of the meeting and limit their questions to |
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matters that relate directly to the business of the Meeting. We must answer any questions
asked by a shareholder of record attending the Meeting relating to the business dealt with at
the Meeting unless to do so would: (i) interfere unduly with the business of the Meeting; (ii) be
undesirable in the interests of Venator or the good order of the Meeting; (iii) involve the
disclosure of confidential and/or commercially sensitive information; or (iv) be duplicative of
information already provided on our website or in our public filings.
2. WHAT IS INCLUDED IN THE NOTICE OF MEETING?
The Notice of Meeting and accompanying materials include the Notice of Meeting and a proxy
form for the Meeting.
Shareholders are referred to the U.S. 2022 Annual Report on Form 20-F for financial and other
information about our activities.
3. HOW CAN I ACCESS SHAREHOLDER MATERIALS OVER THE INTERNET?
Your Notice of Meeting and form of proxy (as applicable) contain instructions on how to view
the Notice of Meeting and accompanying materials online at
https://materials.proxyvote.com/default.aspx?ticker=G9329Z
4. WHAT IS A PROXY?
A proxy is a person legally designated by you (amongst other shareholders) to vote the shares
you own. A shareholder of record who is entitled to attend and vote at the Meeting is entitled
to appoint another person as his or her proxy to exercise all or any of his or her rights as a
shareholder and to speak and vote at the Meeting. If you designate someone as your proxy in
a written document, that document also is called a proxy or a proxy form. Simon Turner, our
President and Chief Executive Officer, Stefan Selig, Chairman of our board of directors, and
Russ R. Stolle, our Executive Vice President, General Counsel, Chief Compliance Officer
and Secretary, will serve as proxies for the Meeting pursuant to the proxy card solicited by our
Board. A form of proxy for use at the Meeting is enclosed.
A shareholder of record is entitled to appoint more than one proxy in relation to the Meeting
(provided that each proxy is appointed to exercise the rights attached to different ordinary
shares). Such proxy need not be a shareholder of record but must attend the Meeting and
vote as the shareholder of record instructs for such vote to be counted.
5. WHAT IS THE RECORD DATE AND WHO IS ENTITLED TO VOTE AT THE MEETING?
The record date for the Meeting is July 26, 2023. Owners of record of ordinary shares at the
close of business on the record date are entitled to:
• receive notice of the Meeting; and
• vote at the Meeting and any adjournments or postponements in accordance with our
Articles.
At the close of business in New York on July 26, 2023, there were 108,791,900 ordinary shares
outstanding, each of which is entitled to one vote on each item of business to be considered
at the Meeting, unless otherwise restricted from voting in accordance with applicable law
and/or the Articles.
Any corporate shareholder of record may, by resolution pursuant to its articles or other
governing body, authorize another person to act as its representative at the Meeting, and such
authorized person will (on production of a certified copy of such resolution at the Meeting) be
entitled to exercise the same powers on behalf of the corporation as that corporation could
exercise if it were an individual shareholder of the Company.
In the case of joint holders, the vote of the senior holder who submits a vote will be accepted
to the exclusion of the vote of the other joint holders, with seniority determined by the order in
which the names of the holders appear in the register of members of our transfer agent. |
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A list of shareholders of record entitled to vote at the Meeting will be available for inspection
at our principal executive offices at Titanium House, Hanzard Drive, Wynyard Park, Stockton-on- Tees, TS22 5FD, United Kingdom for not less than 10 days prior to the Meeting (during
ordinary business hours, beginning on August 18, 2023) and during the Meeting. If you would
like to review the shareholder list during ordinary business hours, please contact Venator
Investor Relations via email at ir@venatorcorp.com to schedule an appointment.
6. HOW MANY VOTES ARE REQUIRED TO HOLD THE MEETING?
The required quorum for the transaction of business at the Meeting are shareholders entitled
to cast at least the majority of the voting rights of the Company, represented in person or by
proxy. Consequently, the presence, in person or by proxy, of the holders of at least 54,395,951
ordinary shares is required to establish a quorum at the Meeting. Shares that are voted with
respect to a particular matter are treated as being present at the Meeting for purposes of
establishing a quorum. Abstentions and broker non-votes (discussed below) will be counted
as present and entitled to vote for purposes of determining a quorum at the Meeting.
7. WHO MAY ATTEND THE MEETING?
All shareholders of record who owned ordinary shares at the close of business in New York
on the record date, July 26, 2023, or their duly appointed proxies, may attend the Meeting and
any adjournments or postponements thereof, as may our invited guests. “Street name
shareholders,” as described in Question 8 below, who owned ordinary shares at the close of
business in New York on July 26, 2023, may also attend subject to the requirements set forth
in Questions 8 and 9 below. Seating is limited and admission is on a first-come, first-served
basis. If you attend the Meeting, you will need to bring your Notice of Meeting or proxy form,
a form of personal photo identification (such as a passport or driver’s license) and check in at
the registration desk at the Meeting. Please note that if you hold shares in “street name”
(that is, in a brokerage account or through a bank or other nominee), you also will need
to bring valid photo identification and a copy of a statement reflecting your share
ownership as of July 26, 2023 or you will not be admitted.
8. WHAT IS THE DIFFERENCE BETWEEN A SHAREHOLDER OF RECORD AND A
SHAREHOLDER WHO HOLDS SHARES IN STREET NAME?
Most shareholders hold their shares through a broker, bank or other nominee (i.e., in street
name) rather than directly in their own name. As summarized below, there are some
distinctions between shares held of record and those held in street name.
• Shareholders of Record. If your shares are registered directly in your name on the register
of members with our transfer agent, you are considered, with respect to those shares, the
“shareholder of record.” As the shareholder of record, you have the right to grant your voting
proxy directly or to vote in person at the Meeting.
• Street Name Shareholders. If your shares are held in a share brokerage account or by a
bank or other nominee, you are considered, with respect to those shares, the beneficial
owner of shares held in “street name,” and the Notice of Meeting or proxy materials are
being forwarded to you by your broker, bank or other nominee, which is considered, with
respect to those shares, the shareholder of record. You have the right to instruct your broker,
bank or other nominee how to vote. |
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9. WHAT DIFFERENT METHODS CAN I USE TO VOTE?
Shareholders of Record: Shareholders of record may (1) vote their shares in person at the
Meeting by completing a ballot at the Meeting; or (2) submit a proxy to have their shares voted
by one of the following methods:
• By Internet. You may submit a proxy form electronically on the Internet by following the
instructions provided on the proxy form or Notice of Meeting. Please have your proxy form
or Notice of Meeting in hand when you log onto the website. Internet voting facilities will be
available 24 hours a day and will close at 11:59 p.m., Eastern Daylight Time, on August 30,
2023.
• By Mail. If you received a paper copy of the Notice of Meeting and accompanying materials
by mail, you may indicate your vote by completing, signing and dating your proxy form and
returning it in the enclosed reply envelope to Vote Processing, c/o Broadridge, 51 Mercedes
Way, Edgewood, New York, 11717. The proxy form must be received by 2:00 p.m., Eastern
Daylight Time, on August 30, 2023.
Street Name Shareholders: Street name shareholders may generally vote their shares or
submit a proxy to have their shares voted by one of the following methods:
• By the Methods Listed on the Voting Instruction Form. Please refer to the voting instruction
form or other information forwarded by your bank, broker or other nominee to determine
whether you may submit a proxy form by telephone or on the Internet, following the
instructions provided by the record holder.
• In Person. If you are a street name shareholder, you may vote in person at the Meeting
only if you obtain a legal proxy from your bank, broker or other nominee. Please
consult the voting instruction form or other information sent to you by your bank, broker or
other nominee to determine how to obtain a legal proxy in order to vote in person at the
Meeting.
SUBMITTING YOUR PROXY FORM VIA INTERNET, TELEPHONE OR MAIL DOES NOT
AFFECT YOUR ABILITY TO VOTE IN PERSON AT THE MEETING.
10. WHAT HAPPENS IF I DO NOT GIVE SPECIFIC VOTING INSTRUCTIONS WHEN
RETURNING MY PROXY FORM?
A proxy form that is properly completed and submitted will be voted at the Meeting in
accordance with the instructions on the proxy form. If you are a shareholder of record and you
indicate when voting on the Internet that you wish to vote as recommended by the Board, then
your shares will be voted at the Meeting in accordance with the Board’s recommendation on
all matters presented for a vote at the Meeting. Similarly, if you properly complete and submit
a proxy form, but do not indicate any contrary voting instructions, your shares will be voted for
a particular proposal or for all of the proposals in accordance with the Board’s
recommendation. If any other business properly comes before the shareholders for a vote at
the meeting, your shares will be voted at the discretion of your designated proxy. As at the
date of this Proxy Statement, the Board knows of no matters, other than those previously
described, to be presented for consideration at the Meeting. |
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11. WHAT VOTES ARE NEEDED FOR EACH PROPOSAL TO PASS AND IS BROKER
DISCRETIONARY VOTING ALLOWED?
Resolution Vote Required
Broker
Discretionary
Vote Allowed
(1) Disapplication of pre-emption
rights
At least 75% of votes cast in person
or by proxy and entitled to vote
No
(2) Allotment of Ordinary Shares in
accordance with the Plan Majority of votes cast in person or by
proxy and entitled to vote
No
12. HOW ARE ABSTENTIONS AND BROKER NON-VOTES TREATED?
As noted above, abstentions and broker non-votes are counted for purposes of determining a
quorum. For purposes of determining whether a proposal is approved, abstentions are not
considered as votes cast and will have no effect on the outcome of a proposal. Broker non-votes are not considered as shares having voting power present in person or represented by
proxy and will not be counted toward the vote total and therefore will have no effect on the
outcome of a proposal.
13. WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE
MEETING?
If you grant a proxy, the persons named as proxy holders will have discretion to vote your
shares on any additional matters properly presented for a vote at the Meeting
14. CAN I CHANGE MY VOTE AFTER SUBMITTING MY PROXY?
If you are a shareholder of record, you may revoke a previously submitted proxy at any time
before the polls close at the Meeting by:
• voting again by telephone or through the Internet prior to 11:59 p.m. Eastern Daylight Time
on August 30, 2023;
• requesting, completing and mailing in a new paper form of proxy, which must be received
by 5:00 p.m., Eastern Daylight Time, on August 30, 2023;
• giving written notice of revocation to our Corporate Secretary by mail to Corporate
Secretary, Titanium House, Hanzard Drive, Wynyard Park, Stockton-on-Tees TS22 5FD; or
• attending the Meeting and voting in person (merely attending the Meeting will not revoke a
prior submitted proxy).
Any written revocation or later dated proxy that is mailed must be received by the Corporate
Secretary before the close of business in New York on August 30, 2023. Alternatively, you may
hand deliver a written revocation notice or a later dated proxy to Venator’s Corporate Secretary
at the Meeting before voting begins.
If you are a street name shareholder, you must follow the instructions to revoke your proxy, if
any, provided by your bank, broker or other nominee. |
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15. WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE OF MEETING OR
MORE THAN ONE SET OF SHAREHOLDER MATERIALS?
It means that you have multiple accounts with our transfer agent, Computershare, and/or
brokers, banks or other nominees. Please vote all of your shares. We recommend that you
contact Computershare and/or your broker, bank or other nominee (as applicable) to
consolidate as many accounts as possible under the same name and address. If you have
multiple accounts with Computershare that you want to consolidate, please submit your
request by mail to Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI
02940-3078, or by telephone at 1-866-644-4127. Computershare may also be reached
through its website at www.computershare.com.
16. WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?
The preliminary voting results will be announced at the Meeting. The results of the polls taken
on the resolutions at the Meeting will be checked by the scrutineer and, along with any other
information required by the Act, made available on our website at
https://www.venatorcorp.com/investor-relations/financials/annual-report-and-proxy-materials
as soon as reasonably practicable following the Meeting.
17. HOW DOES THIS NOTICE RELATE TO THE PRIOR NOTICE DATED JUNE 12, 2023?
The earlier notice dated June 12, 2023 convened a general meeting of shareholders of the
Company, which was commenced on June 29, 2023. That meeting was then adjourned until
July 21, 2023, and then adjourned again to July 25, 2023. The Bankruptcy Court entered the
Confirmation Order on July 25, 2023. However, it was not possible to further adjourn the
meeting until after the date of entry of the Confirmation Order, as there was insufficient time
prior to the expiration of the record date period within which a meeting so adjourned must be
completed for any voting at the meeting to be given effect under the Articles. That meeting
was therefore terminated with no votes being cast. A notice of a new meeting has therefore
been issued, with certain additional resolutions proposed, to reflect the terms of the Plan and
the Confirmation Order. |
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SPECIAL RESOLUTION FOR THE EXTRAORDINARY
GENERAL MEETING
RESOLUTION 1: DISAPPLICATION OF PRE-EMPTION RIGHTS
That the directors be given power pursuant to section 570 of the Companies Act 2006 to allot
equity securities (within the meaning of section 560 of that Act) for cash pursuant to the
authority granted by Resolution 2 below as if section 561 of that Act did not apply to any such
allotment, provided that this authority shall expire upon expiry of the authority conferred by
Resolution 2. The authority granted by this Resolution 1 shall revoke and replace all other
existing authorities previously granted to the directors under section 570 of the Companies
Act 2006.
THE BOARD RECOMMENDS A VOTE “FOR” THE DISAPPLICATION OF PRE-EMPTION
RIGHTS |
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ORDINARY RESOLUTION FOR THE GENERAL
MEETING
RESOLUTION 2: ALLOTMENT OF ORDINARY SHARES
That in accordance with section 551 of the Companies Act 2006, the directors of the Company
be generally and unconditionally authorised to allot ordinary shares in the Company, and/or
grant rights to subscribe for, or to convert securities into, ordinary shares in the Company, up
to an aggregate nominal amount of $107,941,929.02, provided that this authority shall, unless
renewed, varied or revoked by the Company, expire on the date falling 5 years after the date
of the Meeting. This authority replaces all unexercised authorities previously granted to the
directors but without prejudice to any allotment of shares already made or offered or agreed
to be made pursuant to such authorities.
THE BOARD RECOMMENDS A VOTE “FOR” THE AUTHORIZATION OF THE BOARD
TO ALLOT ORDINARY SHARES. |
| 10
ADDITIONAL INFORMATION
Notes:
1. The proposed resolutions will be put to vote on a poll. On a poll, each shareholder has one
vote for every share held.
2. Shareholders of record may (1) vote their shares in person at the Meeting by completing
a ballot at the Meeting; or (2) submit a proxy to have their shares voted by one of the
following methods:
• By Internet. You may submit a proxy form electronically on the Internet by following
the instructions provided on the proxy form or Notice of Meeting. Please have your
proxy form or Notice of Meeting in hand when you log onto the website. Internet
voting facilities will be available 24 hours a day and will close at 11:59 p.m., Eastern
Daylight Time, on August 30, 2023.
• By Mail. If you received a paper copy of the Notice of Meeting and accompanying
materials by mail, you may indicate your vote by completing, signing and dating
your proxy form and returning it in the enclosed reply envelope to Vote Processing,
c/o Broadridge, 51 Mercedes Way, Edgewood, New York, 11717. The proxy form
must be received by 2:00 p.m., Eastern Daylight Time on August 30, 2023.
3. A copy of any power of attorney under which the form of proxy is signed must (i) in the
case of paper copy proxy forms, be delivered with the form or (ii) in the case of proxy forms
submitted electronically, be sent to CorporateSecretary@venatorcorp.com, in each case
not less than 48 hours before the time of the Meeting.
4. Submission of a proxy vote shall not preclude a member from attending and voting in
person at the Meeting in respect of which the proxy is appointed or at any adjournment
thereof.
5. Any member entitled to attend, speak and vote at the Meeting may appoint one or more
proxies to attend, speak and vote on his/her behalf. A proxy need not be a member of the
Company but must attend the meeting. A member may appoint more than one proxy in
relation to the Meeting provided that each proxy is appointed to exercise the rights
attached to a different share or shares held by that member. To appoint more than one
proxy you should contact the Company’s transfer agent, Computershare Trust Company,
N.A., at P.O. Box 43078, Providence, RI 02940-3078 or by telephone at 1-866-644-4127.
6. To facilitate the distribution of materials to, and the voting process for, our beneficial
shareholders, we have retained Broadridge Financial Solutions, Inc. as our proxy service
provider in the U.S. Broadridge performs a number of processing functions for us, including
distributing proxy materials by mail or electronically and collecting voting instructions.
7. In the case of a corporation, the form of proxy must be executed under its common seal
or signed on its behalf by an attorney or a duly authorised officer of the corporation. A
corporation which is a member can appoint one or more corporate representatives who
may exercise on its behalf all its powers as a member provided that they do not do so in
relation to the same shares.
8. In the case of joint holders, the vote of the senior holder who tenders a vote whether in
person or by proxy will be accepted to the exclusion of the votes of any other joint holders.
For these purposes, seniority shall be determined by the order in which the names stand |
| 11
in the Company’s relevant register of members for the certificated or uncertificated shares
of the Company (as the case may be) in respect of the joint holding.
9. Except as set out in the notes to this Notice of Meeting, any communication with the
Company in relation to the Meeting, including in relation to proxies, should be sent to
ir@venatorcorp.com.
10. You may not use any electronic address (within the meaning of section 333(4) of the
Companies Act 2006) provided in either this notice or any related documents (including
the form of proxy) to communicate with the Company for any purposes other than those
expressly stated herein. |
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