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Further announcement relating to Trencors beneficial interest in Textainer
TRENCOR LIMITED
Incorporated in the Republic of South Africa
(Registration Number 1955/002869/06)
Share code: TRE
ISIN: ZAE000007506
(“Trencor”)
FURTHER ANNOUNCEMENT RELATING TO TRENCOR’S BENEFICIARY INTEREST IN
TEXTAINER GROUP HOLDINGS LIMITED
1. Introduction
We draw attention to the Trencor SENS announcement released on Friday, 14 September
2012 and the news release issued by Textainer Group Holdings Limited (“Textainer”) on
Wednesday, 19 September 2012 that is included at the bottom of this announcement.
Trencor, in its capacity as a discretionary beneficiary of the Halco Trust, the sole shareholder
of Halco Holdings Inc. (“Halco”), has a 48,93% beneficiary interest in Textainer immediately
after the transactions set out in the aforementioned announcements.
The underwriters to the Textainer public offering have fully exercised their option to purchase
up to an additional 1,125,000 of Textainer common shares at the public offering price of
$31.50 per share, less the underwriting discount (the “Option”).
Consequently, Trencor is publishing revised financial effects.
2. Revised financial effects
The table below sets out the unaudited pro forma financial effects of the Option on Trencor’s
earnings per share (“EPS”), headline EPS (“HEPS”), adjusted HEPS, net asset value per
share (“NAV”) and tangible NAV (“TNAV”).
The unaudited pro forma financial effects have been prepared using accounting policies that
comply with International Financial Reporting Standards and that are consistent with those
applied in the unaudited group interim results for the six months ended 30 June 2012 as well
as the audited group results of Trencor for the 12 months ended 31 December 2011.
The unaudited pro forma financial effects, which are the responsibility of the Trencor board of
directors, are provided for illustrative purposes only and, because of their pro forma nature,
may not fairly present Trencor’s financial position, changes in equity, results of operations or
cash flow. The unaudited pro forma financial effects do not assume deployment of the capital
raised by Textainer in the public offering.
Before the After the
Change
Option1 Option6
(%)
(cents) (cents)
EPS2,4 223,5 220,2 (1,48)
HEPS2,4 224,2 220,9 (1,47)
Adjusted HEPS2,4,5 218,6 215,3 (1,51)
NAV3 3 052,2 3 086,6 1,13
TNAV3 2 848,3 2 882,8 1,21
Weighted average number of
Trencor shares in issue 177,1 177,1 -
(millions)
Number of Trencor shares in
177,1 177,1 -
issue (millions)
Notes and assumptions:
1. The Trencor financial information reflected in the “Before” column has been extracted from the “After”
column in paragraph 3 of the Trencor SENS announcement released on Friday, 14 September 2012.
2. The pro forma adjustments have been calculated on the assumption that the Option was implemented on 1
January 2012. The ZAR/USD exchange rate used to translate USD amounts is the same as the average
rate used in the most recent published unaudited group interim results of Trencor (six months ended 30
June 2012), being R7,89=$1.
3. The pro forma adjustments have been calculated on the assumption that the Option was implemented on
30 June 2012. The ZAR/USD exchange rate used to translate USD amounts is the same as the closing
rate used in the most recent published unaudited group interim results of Trencor (six months ended 30
June 2012), being R8,24=$1.
4. In the unaudited condensed consolidated statement of comprehensive income all adjustments are
considered to have a continuing effect.
5. Adjusted HEPS is the more appropriate measure of Trencor’s financial performance in that it excludes net
unrealised foreign exchange losses and gains. Adjusted HEPS may also include such other adjustments
that, in the opinion of the Trencor Board, are necessary to properly represent adjusted HEPS.
6. All other assumptions made in the financial effects calculation are consistent with those made in the
financial effects calculation in paragraph 3 of the Trencor SENS announcement released on Friday, 14
September 2012.
By order of the board of directors
Trencor Limited
Cape Town
20 September 2012
Investment bank and transaction sponsor Corporate law adviser Sponsor
Investec Bank Limited Edward Nathan Rand Merchant
Sonnenbergs Inc. Bank (A division
of FirstRand
Bank Limited)
“September 19, 2012
Textainer Group Holdings Limited Announces Closing of Offering of 8,625,000 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 the closing of an underwritten public offering of an aggregate of 8,625,000
of its common shares at a price to the public of $31.50 per share. Of the common shares sold, the
Company sold 6,125,000 common shares, which includes 1,125,000 common shares sold to the
underwriters pursuant to the full exercise of their option to purchase additional shares, and Halco
Holdings Inc (the “selling shareholder”) sold 2,500,000 common shares. The Company received
$185,220,000 and the selling shareholder received $75,600,000, in each case net of underwriting
discount and before expenses.
The Company intends to use all of the net proceeds from this offering for capital expenditures and
general corporate purposes. The Company did 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 acted as joint
book-running managers for the offering.
The common shares were offered pursuant to an effective shelf registration statement filed with the
Securities and Exchange Commission ("SEC"). A copy of the final prospectus supplement and
accompanying 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, the anticipated use of proceeds from the offering by the Company.
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, 2012, 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”
Date: 20/09/2012 07:30:00 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.
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