Cash value of Textainer Unbundling Fractional Shares

12 December 2019

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


Shareholders are referred to the Circular dated 18 September 2019, which contained details regarding the Unbundling to Shareholders of the Unbundling Shares, as well as the finalisation announcement released on 2 December 2019 advising that all conditions precedent to the Unbundling had been fulfilled and that the Unbundling would be implemented on Tuesday, 17 December 2019. Capitalised terms (i.e. denoted by words with a capitalised first letter) used in this announcement shall bear the same meaning as ascribed to them in the Circular.

Shareholders are advised that the cash value per Fractional Share that will be utilised in determining the purchase consideration due to Shareholders by Trencor in respect of any Fractional Share, as described in paragraph 4.6 of the Circular, has been determined as R119,33391. The calculation for the aforementioned cash value was based on the volume weighted average traded price of a Textainer Share of R132,59324 traded on the JSE on 11 December 2019, being the first business day after the last day to trade in Trencor Shares in order to participate in the Unbundling, reduced by 10%, as prescribed by the JSE Listings Requirements.

Shareholders are advised that while the distribution of the Unbundling Shares (including the Fractional Shares) will constitute a “distribution of an asset in specie” as such term is used for purposes of the Dividends Tax provisions contained in the Income Tax Act, the sale of Fractional Shares to Trencor by Shareholders entitled to such Fractional Shares for a consideration equal to the cash value does not constitute a dividend (i.e. is not subject to Dividends Tax), but may give rise to a separate tax event. For a general description of certain aspects of South African tax law relating to the Unbundling (including, separately, the sale of Fractional Shares), Shareholders are referred to section 4.13.3 of the Circular.

Trencor Services Proprietary Limited
12 December 2019

Financial Advisor and Transaction Sponsor
Investec Bank Limited

Legal and Tax Advisor
Edward Nathan Sonnenbergs Inc.