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Announcement relating to Trencor's beneficiary interest in Textainer Group Holdings Limited
TRENCOR LIMITED
Incorporated in the Republic of South Africa
(Registration Number 1955/002869/06)
Share code: TRE
ISIN: ZAE000007506
(“Trencor”)
ANNOUNCEMENT RELATING TO TRENCOR’S BENEFICIARY INTEREST IN TEXTAINER
GROUP HOLDINGS LIMITED
We draw attention to the following news release issued by Textainer Group Holdings Limited
(“Textainer”), in which Trencor, in its capacity as a discretionary beneficiary of the Halco Trust, the
sole shareholder of Halco Holdings Inc., has a 60,01% beneficiary interest immediately prior to the
transactions set out in this announcement:
“September 10, 2012
Textainer Group Holdings Limited Announces Offering of 7,500,000 Common Shares
HAMILTON, Bermuda, (BUSINESS WIRE) -- Textainer Group Holdings Limited (NYSE:TGH)
(“Textainer” or the “Company”), the world’s largest lessor of intermodal containers based on fleet
size, today announced that, subject to market and other conditions, it intends to offer up to
5,000,000 of its common shares and Halco Holdings Inc (“the selling shareholder”) intends to offer
up to 2,500,000 of the Company’s common shares in a registered underwritten public offering.
Textainer has granted an option to the underwriters, exercisable for 30 days to purchase up to an
additional 1,125,000 of its common shares at the public offering price, less the underwriting
discount.
The Company intends to use all of the net proceeds from this offering for capital expenditures and
general corporate purposes. The Company will not receive any of the proceeds from the sale of
common shares by the selling shareholder
BofA Merrill Lynch, Wells Fargo Securities and Credit Suisse Securities (USA) LLC are acting as
joint book-running managers for the offering.
The common shares will be offered pursuant to an effective shelf registration statement filed with
the Securities and Exchange Commission ("SEC"). A copy of the preliminary prospectus
supplement and related base prospectus for the offering have been filed with the SEC and may be
obtained by visiting EDGAR on the SEC's website, www.sec.gov. Alternatively, copies of the
preliminary prospectus supplement and the related base prospectus may be obtained by
contacting: BofA Merrill Lynch, 222 Broadway, 7th Floor, New York, NY 10038, attention:
Prospectus Department, or e-mail dg.prospectus_requests@baml.com; Wells Fargo Securities,
attention: Equity Syndicate Department, 375 Park Avenue, New York, NY 10152, phone: (800)
326-5897, email: cmclientsupport@wellsfargo.com; or Credit Suisse Securities (USA) LLC,
attention: Prospectus Department, One Madison Avenue, New York, NY 10010, by calling toll-free
(800) 221-1037 or by emailing newyork.prospectus@credit-suisse.com.
This press release is for informational purposes only and is not an offer to sell or the solicitation of
an offer to buy any security of the Company nor will there be any sale of any such security in any
jurisdiction in which such offer, sale or solicitation would be unlawful. Any offer for the Company’s
common shares will be made only by means of a prospectus supplement and related base
prospectus or by a free writing prospectus in accordance with SEC rules.
Important Cautionary Information Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of U.S. securities laws.
Forward-looking statements include statements that are not statements of historical facts, and
include, but are not limited to, statements concerning the proposed offering by the Company and
the selling shareholder of the Company’s common shares and the anticipated use of proceeds
therefrom. Readers are cautioned that these forward-looking statements involve risks and
uncertainties, are only predictions and may differ materially from actual future events or results.
These risks and uncertainties include, without limitation the risks and uncertainties set forth in
Textainer’s filings with the SEC. For a discussion of some of these risks and uncertainties, see
Item 3 “Key Information—Risk Factors” in Textainer’s Annual Report on Form 20-F filed with the
SEC on March 15, 2011, as amended on June 27, 2012.
The Company's views, estimates, plans and outlook as described within this document may
change subsequent to the release of this press release. The Company is under no obligation to
modify or update any or all of the statements it has made in this press release despite any
subsequent changes that the Company may make in its views, estimates, plans or outlook for the
future.
About Textainer Group Holdings Limited
Textainer Group Holdings Limited and its subsidiaries ("Textainer") has operated since 1979 and is
the world's largest lessor of intermodal containers based on fleet size. As of the most recent
quarter end, Textainer had more than 1.7 million containers, representing more than 2.6 million
TEU, in its owned and managed fleet. Textainer leases dry freight, dry freight specialized, and
refrigerated containers. Textainer is one of the largest purchasers of new containers as well as one
of the largest sellers of used containers. Textainer leases containers to approximately 400 shipping
lines and other lessees and sells containers to more than 1,100 customers worldwide and provides
services worldwide via a network of regional and area offices, as well as independent depots.
Contact:
Textainer Group Holdings Limited
Mr. Tom Gallo, 415-658-8227
Investor Relations Director
ir@textainer.com”
By order of the board of directors
Trencor Limited
Cape Town
11 September 2012
Investment bank and transaction sponsor Corporate law adviser Sponsor
Investec Bank Limited Edward Nathan Rand Merchant
Sonnenbergs Inc. Bank
Date: 11/09/2012 08:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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