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TRENCOR LIMITED - REQUIRED DIVIDENDS TAX FORM: URGENT ATTENTION OF SHAREHOLDERS

Release Date: 14/10/2019 14:54
Code(s): TRE     PDF:  
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REQUIRED DIVIDENDS TAX FORM:  URGENT ATTENTION OF SHAREHOLDERS

Trencor Limited
(Incorporated in the Republic of South Africa)
(Registration No 1955/002869/06)
Share code: TRE ISIN: ZAE000007506
(“Trencor”)

REQUIRED DIVIDENDS TAX FORM: URGENT ATTENTION OF SHAREHOLDERS

INTRODUCTION

Shareholders are referred to the Stock Exchange News Service announcement made by Trencor on 18 September 2019 
relating to the unbundling of inward listed Textainer shares to Trencor shareholders. Except where specified
otherwise herein, defined terms which are denoted by words with a capitalised first letter, bear the same meaning 
as ascribed thereto in the Circular.

On 18 September 2019, Trencor announced its intention to unbundle its interest in Textainer to Trencor
shareholders, in accordance with the terms and salient dates contained in the Circular distributed and published on
Trencor’s website (www.trencor.net) on the same date.

As further explained in 4.13.3.3 of the Circular:
    • The distribution of the Unbundling Shares (i.e. the Textainer 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. Thus, as distinct from an ordinary cash dividend declared by a company, pursuant to the Income Tax
      Act, Trencor itself will be liable for any Dividends Tax levied in respect of the distribution of the Unbundling
      Shares, on the basis that Trencor is declaring and paying a dividend which consists of the distribution of an
      asset in specie;
    • Trencor’s liability for Dividends Tax on the in specie distribution of the Unbundling Shares will be reduced
      to the extent that any beneficial owner of Shares qualifies for an exemption from Dividends Tax, and to the
      extent that any beneficial owner of Shares qualifies for a reduced rate of Dividends Tax in terms of an
      applicable agreement for the avoidance of double taxation entered into by South Africa, if the beneficial
      owner of Shares, by date of distribution of the Unbundling Shares, has submitted to Trencor both the
      required declaration and written undertaking, in such form as may be prescribed by South African Revenue
      Service.

Accordingly, it is imperative that Trencor timeously be provided with the required declarations and undertakings by
Shareholders in order that Trencor may, with accuracy, determine its liability for Dividends Tax on the Unbundling.
Attention will be given to changes in shareholder base between the date on which the information requested herein
is received and the record date to participate in the Unbundling.

It is in the financial and other interests of both Shareholders and Trencor that the requisite number of written
declarations and undertakings is timeously received by Trencor, for, inter alia, the following reasons:
     • In order for the Unbundling to be implemented as proposed in the Circular, i.e. in order that Trencor
       Shareholders may secure the in specie distribution of the Unbundling Shares as proposed in the Circular,
       a condition precedent of the proposed transaction is that Shareholders holding, in aggregate, that number
       of Shares comprising 97% of the issued Shares (or such lower percentage as the Board may determine,
       but not less than 80% of the issued Shares), shall have provided Trencor with their required Dividends Tax
       declarations and undertakings;
     • To the extent that Trencor’s liability for Dividends Tax on the Unbundling is not limited in proportion to the
       full benefit of the exemptions and reduced Dividends Tax rates available to Shareholders, such ‘increased’
       Dividends Tax cost on Trencor will directly and negatively impact Shareholders as follows:
           i.   the net asset value per Trencor share will decrease; and
          ii.   the ‘increased’ Dividends Tax cost will ultimately be borne by all Shareholders (i.e. the amount of
                funds potentially available for distribution by Trencor will be reduced).

ACTION REQUIRED

Shareholders are referred to the requests contained in 1.1 to 1.3 of the Circular and the relevant required Form of
Declaration and Undertaking (as applicable), enclosed in the Circular and available for download on
www.trencor.net.

Note that if you are the registered holder of the shares but not the beneficial owner or the duly authorised agent of
the beneficial owner, kindly procure that the beneficial owner duly completes and signs the required Form of
Declaration and Undertaking (as applicable), and submit the completed and signed Form of Declaration and
Undertaking by the beneficial owner to Trencor.

Please return the completed form to Trencor by Thursday, 17 October 2019 to email at forms@trencor.net, or in any other
manner as set out in such form (notwithstanding the due date for submission of the forms in the Circular).

•   If you are exempt from Dividends Tax –
    you must complete Form I of the Forms of Declarations and Undertakings.

•   If you are subject to Dividends Tax at a reduced rate –
    you must complete Form II of the Forms of Declarations and Undertakings.

•   If you are not exempt from Dividends Tax and not subject to Dividends Tax at a reduced rate –
    you must complete Form III of the Forms of Declarations and Undertakings.

Do not hesitate to contact forms@trencor.net should you have any queries in relation to the completion of the Forms
of Declarations and Undertakings.


Trencor Services Proprietary Limited
Secretaries
14 October 2019

Financial Advisor and Transaction Sponsor
Investec Bank Limited

Legal and Tax Advisor
Edward Nathan Sonnenbergs Inc.

Date: 14/10/2019 02:54:00
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