Textainer announces the filing of Form F-3 Registration Statement
(Incorporated in the Republic of South Africa)
(Registration No 1955/002869/06)
Share Code: TRE
TEXTAINER ANNOUNCES THE FILING OF FORM F-3 REGISTRATION STATEMENT
We draw attention to the following news release issued by Textainer Group Holdings Limited, in which Trencor has a 47,5% interest:
“Hamilton, Bermuda – (Business Wire) – November 1, 2019 – Textainer Group Holdings Limited (NYSE: TGH) (“Textainer”, “the Company”, “we” and “our”) today filed a Form F-3 Registration Statement with the U.S. Securities and Exchange Commission (the “SEC”) (the “Registration Statement”).
As announced on September 18, 2019, Trencor Limited (“Trencor”), a South African investment holding company trading on the Johannesburg Stock Exchange (the “JSE”) and the holder of 27,278,802, or approximately 47.5%, of the Company’s common shares (the “Shares”), sought approval from its shareholders to unbundle the Shares (the “Unbundling Transaction”). In connection with the Unbundling Transaction (i) Trencor’s shareholders may receive up to approximately 15.7 common shares of Textainer for every 100 shares of Trencor they hold and (ii) all Shares will be listed for trading on the JSE (Textainer has submitted a voluntary application for a secondary, or dual, listing on the JSE’s main board). Assuming the conditions precedent for the Unbundling Transaction are met, it is currently anticipated that the Unbundling Transaction will be implemented on December 17, 2019.
The Registration Statement was filed with the SEC to register the offer and sale of shares in the Unbundling Transaction to facilitate potential sales of the distributed Shares, if any, on the New York Stock Exchange. To the extent that Trencor’s shareholders or other successors in interest are not Trencor affiliates, such shareholders or other successors in interest would be expected to receive in the Unbundling Transaction unrestricted common shares under U.S. securities laws.
As set forth in Trencor’s related regulatory filings in South Africa, the Unbundling Transaction is subject to the following conditions precedent, each of which must be met: (i) the requisite approval of the Trencor shareholders (which was obtained on October 18, 2019), (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 Transaction, and (vi) the South African Takeover Regulation Panel shall issue a compliance certificate to Trencor.
Although the Registration Statement relating to the Shares has been filed with the SEC, it has not yet become effective.
This press release is not an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A copy of the Registration Statement can be obtained by contacting Investor Relations at +1 (415) 658-8333 or email@example.com.
Textainer Group Holdings Limited
Phone: +1 (415) 658-8333
Trencor Services Proprietary Limited
4 November 2019
Investec Bank Limited