Wrap Text
Pre-listing announcement in respect of the secondary inward listing of the common shares of Textainer on the JSE
TEXTAINER GROUP HOLDINGS LIMITED
Incorporated in Bermuda
Company number: EC18896
NYSE share code: TGH
JSE share code: TXT
ISIN: BMG8766E1093
(“Textainer” or the “Company”)
PRE-LISTING ANNOUNCEMENT IN RESPECT OF THE SECONDARY INWARD LISTING OF THE COMMON SHARES OF
TEXTAINER ON THE MAIN BOARD OF THE JSE LIMITED
1 INTRODUCTION
The JSE Limited (“JSE”) has granted approval to Textainer for a secondary inward listing of all of
its 58 032 164 Common Shares on the Main Board of the JSE in the “Industrials – Transportation
Services” sector, under the abbreviated name “Textainer”, JSE share code “TXT” and ISIN
“BMG8766E1093”, with commencement of trade on Wednesday, 11 December 2019 (“Listing Date”)
(“Secondary Listing”).
Textainer’s Common Shares (“Shares”) are currently listed on the New York Stock Exchange (“NYSE”)
and it will maintain its existing primary listing on the NYSE. The Secondary Listing does not
contemplate the raising of capital.
As the NYSE is an “approved exchange” as defined in paragraph 18.42 of the Listings Requirements
of the JSE, the Secondary Listing will be by way of an introduction under the fast track listing
process contemplated in Section 18 of the JSE Listings Requirements (“JSE Listings Requirements”).
As at the date of this announcement, the current market capitalisation of the Company’s Common
Share capital is approximately USD 524,08 million (ZAR 7 688,25 million based on an exchange rate
of USD:ZAR 14,67).
The Financial Surveillance Department of the South African Reserve Bank (“SARB”) has approved the
Secondary Listing and classified the secondary inward listed Shares as “domestic” for exchange
control purposes. Accordingly, South African resident shareholders are entitled to hold their
Shares on the JSE register subsequent to the Secondary Listing and may trade the Shares on the JSE
without affecting their foreign portfolio allowances.
2 OVERVIEW OF THE COMPANY
Textainer has operated since 1979 and is one of the world's largest lessors of intermodal
containers based on fleet size with a total of approximately 2,4 million containers representing
3,6 million Twenty Foot Equivalent Units (“TEU”) in its owned and managed fleet. Textainer’s fleet
consists of standard dry freight, dry freight specials, tank and refrigerated intermodal containers.
Textainer leases containers to approximately 250 customers, including all of the world's leading
international shipping lines and other lessees, including to the U.S. Military. Textainer also leases
tank containers through its relationship with Trifleet Leasing.
Textainer has made available for leasing an average of more than 240 000 TEU of new containers
per year for the past five years and has been one of the largest buyers of new containers over the
same period. In addition to selling older containers from the lease fleet, Textainer buys older
containers from its shipping line customers for trading and resale. Textainer sold an average of
more than 140 000 containers per year for the last five years to more than 1 500 customers making
the company one of the largest sellers of used containers in the world. Textainer operates via a
network of 14 regional and area offices and almost 500 independent depots worldwide.
The information, as set out above, is based on the latest Textainer Annual Report of 31 December
2018 and Textainer’s quarterly reports on Form 6-K through the third quarter of 2019. Please refer
to the Textainer company website for further information on Textainer: www.textainer.com.
The Company was incorporated on 3 December 1993 in Bermuda and operates under the Bermuda Companies
Act 1981.
The Company’s Shares were admitted to trading on the NYSE on 9 October 2007.
The Company is domiciled in Bermuda with its registered address office at 16 Par-La-Ville Road,
Hamilton, HM 08, Bermuda. The Company is not registered as an external company in South
Africa. The Company has appointed Computershare Investor Services Proprietary Limited as its
transfer secretaries in South Africa with such secretaries’ registered address and primary place of
business at Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196, South Africa. The
Company’s transfer agent in the U.S.A. is Computershare Investor Services with its registered
address and primary place of business at 462 South 4th Street, Suite 1600, Louisville, KY, 40202,
U.S.A.
3 RATIONALE FOR THE COMPANY’S SECONDARY LISTING
The rationale for Textainer’s inward listing on the JSE includes the following:
• establishing the basis for a potential simplification of Trencor Limited’s interests (being a
c.47,5% shareholder in Textainer) which, if implemented, would allow Trencor’s shareholders to
directly hold Textainer Shares as domestic assets and thereby unlock shareholder value;
• achieving a deeper and wider spread of Textainer’s shareholder base (free float) and potentially
enhancing Textainer’s weighting in stock market indices;
• providing investors with an additional market for trading in Textainer’s Shares;
• as a direct listing, enhancing the public profile and general public awareness of Textainer
in South Africa; and
• listing on the JSE, which exchange Textainer considers a well-regulated and liquid stock
market with a sophisticated investor base.
4 PROSPECTS OF TEXTAINER FOLLOWING THE SECONDARY LISTING
As an NYSE listed company, Textainer regularly communicates with its shareholders pursuant to
issuing quarterly earnings releases and promptly hosts publicly available conference calls
following the quarterly earnings release. In connection with the quarterly earnings release,
Textainer provides an updated investor presentation that is available on Textainer’s website at
www.investor.textainer.com. Textainer’s earnings releases, conference calls and investor
presentations provide detail on Textainer’s current market position, market prospects and
corporate priorities. Textainer has focused on the intermodal container leasing market for 40 years
and expects to continue to focus on being a leading container lessor. As disclosed in the
31 October 2019 investor presentation issued in connection with publication of third quarter 2019
results, Textainer noted that the current market environment is one of muted growth, limited
demand for new containers and low prices for new containers. However, shipping volumes and
container utilisation remain positive. Older used containers continue to be sold at prices above
their book value given the limited supply of equipment for sale. Textainer believes that its shipping
line customers are awaiting greater clarity on trade disputes, but that they will continue to favour
leasing containers over purchasing containers. Textainer remains focused on improving
profitability and maintaining a strong balance sheet to better serve its customers and take
advantage of future opportunities. Textainer generally does not provide updated information on its
financial prospects outside of the quarterly earnings release, quarterly earnings call and investor
presentation issued at the time of the quarterly earnings release and Textainer is under no
obligation to update these materials until the following quarter’s earnings release.
5 SHARE CAPITAL
The issued share capital of the Company as at the date of the announcement is as follows:
Class of Shares Number of Shares
Authorised Shares with a par value of USD0.01 140 000 000
Issued Shares with a par value of USD0.01 58 032 164
The Shares carry full voting rights. The authorised and issued Shares of Textainer are of the
same class and rank pari passu in all respects. There are 630 000 Shares in the share capital of
the Company held in treasury.
The Memorandum of Association and Bye-laws of the Company (“Memorandum and Bye-laws”) do not contain
any restrictions on the transfer of any Shares.
Details of the rights attached to each class of Shares of the Company are set out in the Memorandum
and Bye-laws which can be found on the website of the U.S. Securities and Exchange Commission (“SEC”):
https://www.sec.gov/Archives/edgar/data/1413159/000119312507207391/0001193125-07-207391-index.html
6 SETTLEMENT IN SOUTH AFRICA
Shares will be traded on the JSE in electronic form only (as dematerialised Shares) and will be
tradable for electronic clearing and settlement, via Strate Limited (“Strate”), immediately
following the Secondary Listing. Strate is a system of “paperless” transfer of securities used
by the JSE to settle trades. All investors owning dematerialised Shares or wishing to trade
their Shares on the JSE are required to appoint either a broker or a Central Securities
Depository Participant (“CSDP”) in South Africa to act on their behalf and to handle their
settlement requirements. If you have any doubt as to the mechanics of Strate, please consult
your broker, CSDP or other appropriate adviser. You are also referred to the Strate website
(www.strate.co.za) for more detailed information.
7 FINANCIAL INFORMATION
The financial year-end of the Company is 31 December of each year.
The basic earnings, diluted earnings and headline earnings per Share for the year ended
31 December 2018 are as follows:
YTD Ended
Dec 31,
2018 2017 2016
(USD in thousands, except
per share amounts)
(Unaudited)
Net income (loss) attributable to Textainer common
shareholders (U.S. GAAP) 50 378 19 365 (52 483)
Adjustments:
Container impairment 26 775 8 072 94 623
Costs associated with departing senior executives 2 368 - -
Gain on insurance recovery (8 692) - -
Tax effects of adjustments (671) (131) (1 580)
Total adjustment for non-controlling interests 112 (922) (5 174)
Headline earnings (loss) attributable to Textainer common
shareholders 70 270 26 384 35 386
Net income (loss) attributable to Textainer common
shareholders per share - basic (U.S. GAAP) 0,88 0,34 (0,93)
Net income (loss) attributable to Textainer common
shareholders per share - diluted (U.S. GAAP) 0,88 0,34 (0,93)
Headline earnings (loss) per share - basic* 1,23 0,46 0,63
Headline earnings (loss) per share - diluted* 1,22 0,46 0,63
Weighted average number of shares outstanding - basic (in
thousands)* 57 200 56 845 56 608
Weighted average number of shares outstanding - diluted (in
thousands)* 57 487 57 159 56 608
*Weighted average number of shares used to calculated headline earnings (loss) per share under
U.S. GAAP.
The historical financial information of the Company is available on the Company’s website
http://investor.textainer.com/quarterly-results.
8 MATERIAL CHANGES
No material changes to the financial position or trading position of the Company have occurred
since the publication of the Company’s audited financial results for the year ended 31 December 2018.
9 MAJOR SHAREHOLDERS
As of the date of this announcement, based on SEC filings, the following shareholders were, directly
or indirectly, beneficially interested in, or responsible for managing, 5% or more of each class of
the Company’s issued share capital:
Shares
Name Number of Shares %
Trencor Limited 27 278 802 47,5
Isam K. Kabbani 3 372 350 5,9
10 BOARD OF DIRECTORS
Information on the current board of directors of the Company:
Name Hyman Shwiel
Position Chairman
Experience Hyman has been a member of our board of directors since September
2007. Hyman was a partner with Ernst & Young LLP for 25 years. He
served during that period in various roles, including Area Managing
Partner and as National Director of Enterprise and Professional Risk.
Upon his retirement in 2005, he became a consultant to Ernst & Young
until 2007. Hyman holds a C.T.A. and a M.B.A. from the University of
Cape Town and is a Chartered Accountant (South Africa) and a CPA.
He is a member of the Audit Committee, Corporate Governance and
Nominating Committee and Compensation Committee.
Name Olivier Ghesquiere
Position Director, President and Chief Executive Officer
Experience Olivier was appointed President and Chief Executive Officer and to our
board of directors in August 2018. Olivier served as our Executive Vice
President – Leasing from January 2017 to August 2018, responsible for
worldwide sales and marketing related activities and operations. He
served as our Senior Vice President – Marketing and Sales from
December 2015 to January 2017. Olivier worked at Groupe Ermewa
S.A. as Chief Operating Officer and then Chief Executive Officer from
January 2009 through February 2015 where he was responsible for
growing the railcar and locomotive fleet to become the second largest in
Europe. During that time Olivier was also chairman of Eurotainer SA for
which he was the Managing Director from April 2004 through December
2008 where he developed their tank container business focusing on
higher value segments of the market. Olivier has served as Vice
Chairman and chairman of the International Tank Container
Organisation (ITCO) leasing committee from 2006 through 2010. He
holds a Masters in Applied Economics from the Louvain School of
Management, Belgium.
Name Iain E. Brown
Position Director
Experience lain has been a member of our board of directors since May 2016. He
was a member of the board of directors of Halco Holdings Inc. Iain is a
director of Coveham Container Services Limited, has been providing
administrative services and strategic advice to owners and investors in
the container leasing industry for over twenty-five years. He holds a B.S.
in Engineering degree from the University of Cape Town, a MS in
Engineering from University of Texas and an M.B.A. in Finance from The
Wharton School of the University of Pennsylvania.
Name Dudley R. Cottingham
Position Director
Experience Dudley is a Chartered Accountant and has been member of our board
of directors since December 1993 and served as assistant secretary
and/or secretary between December 1993 and October 2007. He has
also served in the past as president of certain of our subsidiaries and
continues to serve as a director of our Bermuda subsidiaries. Dudley
has over 35 years of experience in public accounting for a variety of
international and local clients. He is a director and the audit committee
chairman of Bermuda Press (Holdings) Ltd., a newspaper publishing
and commercial printing company listed on the Bermuda Stock
Exchange and is chairman of the listing committee of the Bermuda Stock
Exchange. He is chairman and an Investment and Operational
Committee member of the Aurum Funds which are listed on the
Bermuda Stock Exchange. He was a managing director of and was
formerly a partner of Arthur Morris & Company Limited, a provider of
audit and accounting services for international clients, since 1982.
Dudley is currently a consultant and had served as vice president and
director of Continental Management Ltd., a Bermuda company providing
corporate representation, administration and management services,
since 1982 and Continental Trust Corporation Ltd., a Bermuda company
that provides corporate and individual trust administration services,
since 1994. He is a director of Morris, Cottingham & Co. Ltd. and their
other group companies in Turks & Caicos Islands.
He is a member of the Audit Committee, Corporate Governance and
Nominating Committee and Compensation Committee.
Name John A. Maccarone
Position Director
Experience John holds a B.S. in Engineering Management from Boston University
and an M.B.A. from Loyola University of Chicago and served as our
President and Chief Executive Officer from January 1999 until October
2011 when he retired from Textainer. He has been a member of our
board of directors since December 1993. John co-founded Intermodal
Equipment Associates, a marine container leasing company based in
San Francisco, and held a variety of executive positions with the
company from 1979 until 1987, when he joined the Textainer Group as
President and Chief Executive Officer of TEML, now a subsidiary of our
company. From 1977 through 1978, John was Director of Marketing
based in Hong Kong for Trans Ocean Leasing Corporation, a San
Francisco-based company. From 1969 to 1976, he was a marketing
representative for IBM Corporation in Chicago, Illinois. From 1966 to
1968, he served as a Lieutenant in the U.S. Army Corps of Engineers in
Thailand and Virginia.
He is a member of the Corporate Governance and Nominating
Committee and Compensation Committee.
Name David M. Nurek
Position Director
Experience David has been a member of our board of directors since September
2007. David was appointed as an alternate director of Trencor in
November 1992 and as a non-executive member of its board of directors
in July 1995. He is chairman of Trencor and a member of Trencor’s
remuneration, risk, nomination and social and ethics committees. Prior
to his retirement on 31 August 2019, David was an executive of Investec
Bank Limited, a subsidiary of Investec Limited, which is listed on the
JSE. Investec Limited has entered into a dual listed company structure
with Investec plc, which is quoted on the London Stock Exchange
(collectively, the Investec Group). As part of his responsibilities at
Investec, he was the regional chairman of Investec Limited’s various
businesses in the Western Cape, South Africa, and was also the
Investec Group’s worldwide head of legal risk. Prior to joining Investec
Limited in June 2000, David served as chairman of the South African
legal firm Sonnenberg Hoffmann & Galombik, which has since changed
its name to Edward Nathan Sonnenbergs Inc. He serves as a non-
executive on the boards of directors of various listed and unlisted
companies in South Africa and holds a Diploma in Law and a Graduate
Diploma in Company Law from the University of Cape Town and
completed a Program of Instruction for Lawyers at Harvard Law School
and a Leadership in Professional Services Firms program at Harvard
Business School.
He is a member of the Audit Committee, Corporate Governance and
Nominating Committee and Compensation Committee.
Name Robert D. Pedersen
Position Director
Experience Robert has been a member of our board of directors since April 2017.
He was appointed President and Chief Executive Officer of TEML, our
management company, in October 2011 and retired on 31 March 2017.
Robert served as our Executive Vice President responsible for
worldwide sales and marketing related activities and operations from
January 2006 to March 2017. Robert was Senior Vice President of our
leasing group from 1999 to 2005. From 1991 to 1999, he held several
positions within our company, and from 1978 through 1991, he worked
in various capacities for Klinge Cool, a manufacturer of refrigerated
container cooling units, XTRA, a container lessor, and Maersk Line, a
container shipping line. Robert is a graduate of the A.P. Moller Shipping
and Transportation Program and the Merkonom Business School in
Copenhagen, where he majored in Company Organisation.
Name Hennie R. Van der Merwe
Position Director
Experience Hennie has been a member of our board of directors since August 2017
and between March 2003 and 2011. Hennie joined Trencor in 1997 and
began serving as a director of Trencor in 1998. He was appointed the
Chief Executive Officer of Trencor in August 2017 and serves as a
member of Trencor’s risk and social and ethics committees. He also
serves as non-executive chairman of the board of Master Drilling Group
Limited and as a non-executive director of Bell Equipment Limited, both
of which are listed on the JSE. From 1984 to 1991, he held various
senior executive positions in the banking sector in South Africa, lastly as
chief executive officer of Senbank, the corporate/merchant banking arm
of Bankorp Group Ltd. From 1991 to 1998, Hennie served as deputy
chairman for Waco International Ltd., an international industrial group
listed on the JSE with subsidiaries listed on the Sydney and London
Stock Exchanges. Prior to entering the business world, he practiced as
an attorney at law in Johannesburg, South Africa. He holds Bachelor of
Arts and L.L.B degrees in Law from the University of Stellenbosch in
South Africa, and a Master of Law in Tax Law from the University of the
Witwatersrand in South Africa. In August 2017, he was appointed as a
director of Halco Holdings Inc, and as a director of both Leased Assets
Pool Company Limited and TAC Limited, entities that each own
intermodal containers managed by the Company.
He is a member of the Corporate Governance and Nominating Committee.
11 DIRECTORS’ STATEMENTS
The directors of the Company confirm that, to the best of their knowledge and belief, the
Company has adhered to all legal and regulatory requirements of the NYSE.
The directors of the Company have no reason to believe that the working capital available to
the Company will not be sufficient for at least 12 months from the Listing Date.
12 FURTHER INFORMATION
All documents and announcements which the Company has made public over the last two
years, including financial information, annual reports and regulatory announcements, as well
as the Memorandum and Bye-laws, are available for download on the Company’s website at
http://investor.textainer.com/.
This announcement is not an invitation to the public to subscribe for or purchase Shares, but
is issued in compliance with the JSE Listings Requirements relating to the Secondary Listing of
the Company on the Main Board of the JSE.
13 INFORMATION REGARDING TEXTAINER’S BYE-LAWS
Textainer’s Shares are subject to Textainer's current bye-laws
(www.sec.gov/Archives/edgar/data/1413159/000119312507207391/dex32.htm), which are compliant with
the requirements of the NYSE.
Attention is drawn to the fact that Bermuda Law permits, and Textainer's bye-laws contain,
provisions that may make it difficult and/or expensive for a third party to pursue a tender offer,
change in control or takeover attempt that is opposed by Textainer's board of directors. These
include provisions which (summarised at the request of the JSE from page 32 of Textainer’s
2018 Annual Report (//investor.textainer.com/annual-reports), which page forms part of the
section relating to Textainer’s Shares on pages 28 to 31 of the same Annual Report):
• require the approval of not less than 66% of the issued Shares for certain merger or
amalgamation transactions that have not been approved by Textainer's board of directors;
• prohibit Textainer from engaging in a business combination with an interested Textainer
shareholder for a period of three years after the date on which the person becomes an
interested Textainer shareholder, unless certain conditions are met. Interested Textainer
shareholders include Textainer shareholders holding more than 15% of the issued Shares;
• authorise Textainer's board of directors to issue preference shares without Textainer
shareholder approval. There are currently 10 million authorised preference shares which
can be issued by the board of directors of Textainer. Any issue of more than 10 million
preference shares would require the approval of Textainer shareholders;
• establish a classified board with staggered three-year terms;
• authorise the removal of directors (i) for cause by the affirmative vote of the holders of a
majority of the votes cast at a meeting of Textainer shareholders, or (ii) without cause by
the affirmative vote of the holders of 66% of the issued Shares entitled to vote on the
resolution; and
• establish advance notice requirements for nominations for election to Textainer's board
of directors.
14 SALIENT DATES AND TIMES
2019
Publish pre-listing announcement on the Stock Exchange News 2 December
Service of the JSE (“SENS”)
Listing and commencement of trading of Textainer Shares on the 11 December
Main Board of the JSE from the commencement of trade 09:00 on
The above dates are subject to change. Any change will be announced on SENS.
2 December 2019
Transaction Sponsor
Investec Bank Limited
Legal Advisor
Werksmans Incorporated
DISCLAIMER
This pre-listing announcement does not constitute an offer to the public for the sale of or
subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined in
the South African Companies Act, No. 71 of 2008 (as amended) (“Companies Act”), or
otherwise and will not be distributed to any person in South Africa in any manner which could
be construed as an offer to the public in terms of the Companies Act. This pre-listing
announcement does not constitute a prospectus registered and/or issued in terms of the
Companies Act.
This pre-listing announcement includes statements about Textainer that are, or may be
deemed to be, forward-looking statements. All statements other than statements of historical
fact are, or may be deemed to be, forward-looking statements. These forward-looking
statements are not based on historical facts, but rather reflect current expectations concerning
future results and events and generally may be identified by the use of forward- looking words
such as “targets”, “believe”, “aim”, “expect”, “project”, “anticipate”, “intend”, “foresee”, “forecast”,
“likely”, “should”, “planned”, “may”, “will”, “estimated”, “potential” or similar words and phrases.
Examples of forward-looking statements include statements regarding a future financial
position or future profits, cash flows, corporate strategy, estimates of capital expenditures,
acquisition strategy, or future capital expenditure levels, and other economic factors, such as,
amongst other things, interest and exchange rates and public sector spend and resource
allocation.
By their nature, forward-looking statements involve known and unknown uncertainties,
assumptions and other important factors, because they relate to events and depend on
circumstances that may or may not occur in the future, whether or not outside of the control of
Textainer. Such factors may cause Textainer’s actual results, financial and operating conditions,
liquidity and the developments within the industry in which Textainer intends to operate to differ
materially from those made in, or suggested by, the forward-looking statements contained in
this pre-listing announcement. Textainer cautions that forward-looking statements are not
guarantees of future performance.
All these forward-looking statements are based on estimates and assumptions made by
Textainer, all of which estimates and assumptions, although Textainer believes them to be
reasonable, are inherently uncertain. Accordingly, no assurance can be given that any such
forward-looking statements will prove to have been correct. Any forward-looking statement
made in this pre-listing announcement or elsewhere is applicable only at the date on which
such forward-looking statement is made. New factors that could cause the business of
Textainer not to develop as expected may emerge from time to time and it is not possible to
predict all of them. Further, the extent to which any factor or combination of factors may cause
actual results to differ materially from those contained in any forward-looking statement is not
known. Textainer has no duty to, and does not intend to, update or revise the forward-looking
statements contained in this pre-listing announcement after the date of this pre-listing
announcement, except as may be required by law or regulation.
Date: 02-12-2019 09:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
