Textainer announces planned dual listing on the JSE
(Incorporated in the Republic of South Africa)
(Registration No 1955/002869/06)
Share Code: TRE
TEXTAINER ANNOUNCES PLANNED DUAL LISTING ON THE JSE AND THE PROPOSED DISTRIBUTION OF TEXTAINER SHARES HELD BY TRENCOR TO TRENCOR SHAREHOLDERS
We draw attention to the following news release issued by Textainer Group Holdings Limited, in which Trencor has a 47,48% interest:
“Hamilton, Bermuda – (Business Wire) – September 18, 2019 – Textainer Group Holdings Limited (NYSE: TGH) (“Textainer”, “the Company”, “we” and “our”), one of the world’s largest lessors of intermodal containers, today announced that Trencor Limited (JSE: TRE “Trencor”), the holder of 27.2 million common shares of Textainer or approximately 47.5% of the Company’s common shares, has filed with the Johannesburg Stock Exchange (JSE) a circular (the “Trencor circular”) requesting that Trencor’s shareholders approve the unbundling of Trencor’s shares in Textainer, which if approved would result in Trencor’s shareholders receiving approximately 15.7 common shares of Textainer for every 100 common shares of Trencor they hold. In connection with the unbundling of the Textainer shares held by Trencor, Textainer has submitted a voluntary application for a secondary, or dual, listing on the main board of the JSE and this application has been approved by the JSE. Assuming the conditions precedent noted below are met, it is currently anticipated that the share unbundling would occur on December 17, 2019.
The unbundling of Textainer shares to Trencor shareholders is subject to the following conditions precedent, each of which must be met: (i) the requisite approval of the Trencor shareholders, (ii) less than 1% (or such higher percentage that the Trencor Board may determine) of the Trencor shareholders exercise appraisal rights, (iii) the JSE approval of Textainer’s inward listing application on a basis acceptable to the Textainer Board of Directors and the implementation of the inward listing in accordance with its terms, (iv) a minimum threshold of Trencor shareholders provide Trencor with certain South African dividends tax declarations and undertakings, (v) the Trencor Board of Directors shall approve and implement the unbundling as stated in the Trencor circular, and (vi) the South African Takeover Regulation Panel shall issue a compliance certificate to Trencor. In connection with the unbundling and as part of the Trencor circular being distributed to all Trencor shareholders, Trencor is also making an offer to purchase for cash the holdings of small shareholders of Trencor. The unbundling circular also provides additional information on the transaction, including a detailed timeline for the transactions, a detailed summary of the offers being made to small shareholders of Trencor and summarizes the tax and dividend consequences of the transaction for Trencor’s shareholders. A copy of the unbundling circular is publicly available on Trencor’s website, www.trencor.net.
Textainer Group Holdings
Phone: +1 (415) 658-8333
Trencor Services (Pty) Ltd
18 September 2019
Investec Bank Limited