News

TRENCOR LIMITED
(Incorporated in the Republic of South Africa)
(Registration No 1955/002869/06)
Share Code: TRE
ISIN: ZAE000007506
(“Trencor”)

FURTHER ANNOUNCEMENT RELATING TO TRENCOR’S BENEFICIARY INTEREST IN TEXTAINER GROUP HOLDINGS LIMITED

1. Introduction

We draw attention to the Trencor SENS announcement released on Friday, 14 September 2012 and the news release issued by Textainer Group Holdings Limited (“Textainer”) on Wednesday, 19 September 2012 that is included at the bottom of this announcement. Trencor, in its capacity as a discretionary beneficiary of the Halco Trust, the sole shareholder of Halco Holdings Inc. (“Halco”), has a 48,93% beneficiary interest in Textainer immediately after the transactions set out in the aforementioned announcements.

The underwriters to the Textainer public offering have fully exercised their option to purchase up to an additional 1,125,000 of Textainer common shares at the public offering price of $31.50 per share, less the underwriting discount (the “Option”).

Consequently, Trencor is publishing revised financial effects.

2. Revised financial effects

The table below sets out the unaudited pro forma financial effects of the Option on Trencor’s earnings per share (“EPS”), headline EPS (“HEPS”), adjusted HEPS, net asset value per share (“NAV”) and tangible NAV (“TNAV”).

The unaudited pro forma financial effects have been prepared using accounting policies that comply with International Financial Reporting Standards and that are consistent with those applied in the unaudited group interim results for the six months ended 30 June 2012 as well as the audited group results of Trencor for the 12 months ended 31 December 2011.

The unaudited pro forma financial effects, which are the responsibility of the Trencor board of directors, are provided for illustrative purposes only and, because of their pro forma nature, may not fairly present Trencor’s financial position, changes in equity, results of operations or cash flow. The unaudited pro forma financial effects do not assume deployment of the capital raised by Textainer in the public offering.

Notes and assumptions:

1. The Trencor financial information reflected in the “Before” column has been extracted from the “After” column in paragraph 3 of the Trencor SENS announcement released on Friday, 14 September 2012.
2. The pro forma adjustments have been calculated on the assumption that the Option was implemented on 1 January 2012. The ZAR/USD exchange rate used to translate USD amounts is the same as the average rate used in the most recent published unaudited group interim results of Trencor (six months ended 30 June 2012), being R7,89=$1.
3. The pro forma adjustments have been calculated on the assumption that the Option was implemented on 30 June 2012. The ZAR/USD exchange rate used to translate USD amounts is the same as the closing rate used in the most recent published unaudited group interim results of Trencor (six months ended 30 June 2012), being R8,24=$1.
4. In the unaudited condensed consolidated statement of comprehensive income all adjustments are considered to have a continuing effect.
5. Adjusted HEPS is the more appropriate measure of Trencor’s financial performance in that it excludes net unrealised foreign exchange losses and gains. Adjusted HEPS may also include such other adjustments that, in the opinion of the Trencor Board, are necessary to properly represent adjusted HEPS.
6. All other assumptions made in the financial effects calculation are consistent with those made in the financial effects calculation in paragraph 3 of the Trencor SENS announcement released on Friday, 14 September 2012.

By order of the board of directors

Trencor Limited

Cape Town
20 September 2012

Investment bank and transaction sponsor
Investec Bank Limited

Corporate law adviser
Edward Nathan Sonnenbergs Inc.

Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)