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TRENCOR LIMITED - Odd-lot Offer and Specific Offer in respect of Trencor Shares and Unbundling of inward listed Textainer Shares

Release Date: 18/09/2019 17:00
Code(s): TRE     PDF:  
 
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Odd-lot Offer and Specific Offer in respect of Trencor Shares and Unbundling of inward listed Textainer Shares

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

PROPOSED ODD-LOT OFFER AND SPECIFIC OFFER IN RESPECT OF TRENCOR SHARES AND PROPOSED UNBUNDLING OF INWARD LISTED TEXTAINER
SHARES TO TRENCOR SHAREHOLDERS

1.   INTRODUCTION

     Trencor intends to unbundle its common shares in Textainer Group Holdings Limited (“Textainer”), currently 27 278 802
     shares, to Trencor shareholders (“Shareholders”), by way of a distribution in specie (the “Unbundling”). The Unbundling
     will be preceded by the secondary inward listing of Textainer on the main board of the JSE Limited (the “JSE”)
     (the “Inward Listing”).

     Prior to the Unbundling, Trencor wishes to make the following offers to Shareholders (collectively, the “Offers”):
     -    an odd-lot offer (“Odd-lot Offer”) to repurchase shares from Shareholders holding fewer than 100 Trencor ordinary
          shares (“Shares”) (“Odd-lot Holders”); and
     -    a specific offer (“Specific Offer”) to repurchase Shares from Shareholders holding 100 Shares or more but equal to or
          fewer than 635 Shares (“Specific Holders”).

     Unless expressly defined, capitalised terms (i.e. denoted by words with a capitalised first letter) used in this announcement
     and not defined herein shall bear the same meaning as ascribed to them in the Circular (defined immediately below).

2.   DISTRIBUTION OF CIRCULAR

     The Company has today, 18 September 2019, distributed a circular to Shareholders, which details the proposed Offers
     and Unbundling, including the manner in which they will be implemented, if approved by Shareholders (“Circular”).

     The Circular is available on the Company’s website (www.trencor.net). In addition, copies of the Circular are available for
     inspection, in English only, during normal business hours until the date of the General Meeting at the Company’s registered
     office (13th Floor, The Towers South, Heerengracht, Cape Town) and at the Johannesburg office of its transaction sponsor,
     Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton.

     This announcement merely contains extracts from the Circular and is not in substitution thereof. Shareholders are advised
     to read the full Circular before taking any decision based on this announcement.

3.   NOTICE OF A GENERAL MEETING

     Notice is hereby given of a general meeting (the “General Meeting”) to be held at Trencor, 13th Floor, The Towers South,
     Heerengracht, Cape Town on Friday, 18 October 2019 at 14:00 to consider and, if deemed fit, pass, with or without
     modification, the special and ordinary resolutions relating to the Offers and the Unbundling.

4.   BACKGROUND TO AND RATIONALE FOR THE OFFERS AND UNBUNDLING

     4.1. OFFERS

          The implementation of the Offers will reduce the number of smaller Shareholders and thus limit the costs incurred by
          Trencor in South Africa (and by Textainer in the US, post the Unbundling) in administering such Shareholders’
          shareholding. The annual cost of servicing a large shareholder base (of whom many have a small shareholding in
          Trencor) is significant.

     4.2. UNBUNDLING

          Trencor’s equity interest in Textainer accounts for the majority of Trencor’s net assets and as a result, Shareholders
          are already substantially exposed to the performance of Textainer by virtue of their shareholding in Trencor. The
          Unbundling will enable Shareholders to obtain direct exposure to Textainer as opposed to indirect exposure through
          Trencor’s shareholding, and will result in a simpler and ultimately more efficient shareholding structure for
          Shareholders.
         
          The Inward Listing and Unbundling are expected to afford Shareholders direct exposure to Textainer, being a foreign
          asset, without utilising their permissible foreign investment allowances.

          The Unbundling is expected to lead to a deeper and wider spread in Textainer’s shareholder base (i.e. free float), to
          improve liquidity and potentially to enhance Textainer’s weighting in stock market indices.

5.   SALIENT DETAILS OF THE OFFERS

     5.1. ODD-LOT OFFER

          In terms of the Odd-lot Offer, Odd-lot Holders are offered the opportunity to either elect to:
          -    sell their entire Odd-lot Holding for a consideration equal to the Offer Price (as defined in paragraph 5.3 below)
               multiplied by the number of Shares held on the record date of the Offers (the “Offer Consideration”); or
          -    retain their entire Odd-lot Holding.

          Shareholders are advised that the Odd-lot Holders who do not make an election, within the stipulated time period,
          will automatically be regarded as having elected to sell their entire Odd-lot Holding for the Offer Consideration.

     5.2. SPECIFIC OFFER

          In the case of Specific Holders, Trencor is extending a Specific Offer to acquire their entire Specific Holding in
          Trencor for the Offer Consideration.
 
          Shareholders are further advised that Specific Holders who do not make an election will retain their entire Specific
          Holding in Trencor.

     5.3. OFFER PRICE

          The Offer Price will be calculated using the volume weighted average traded price (“VWAP”) of a Share on the JSE over
          the 10 trading days up to the close of business on the day immediately preceding the finalisation date in relation to
          the Offers (Tuesday, 29 October 2019), plus a 10% premium.

     5.4. CONDITIONS PRECEDENT

          The implementation of the Offers is subject to the fulfilment of the following conditions precedent:

          5.4.1.   the special and ordinary resolutions relating to the Odd-lot Offer and the Specific Offer respectively,
                   contained in the notice of a General Meeting, having been duly approved; and

          5.4.2.   subsequent to fulfilment of the condition precedent in paragraph 5.4.1 above, the Trencor board having
                   authorised and approved the repurchase of the Odd-lot Holdings and Specific Holdings, as the case may
                   be, in accordance with the provisions of section 46(1) read with sections 4 and 48 of the Companies Act,
                   2008 (Act No. 71 of 2008) of South Africa, as amended (the “Companies Act”).

     5.5. FINANCIAL EFFECTS

          The repurchase of the Odd-lot Holdings and the Specific Holdings, as the case may be, pursuant to the Offers, will
          have no material effect on any of Trencor's earnings per share, headline earnings per share, net asset value per
          share or tangible net asset value per share.

          Assuming the maximum number of approximately 207 472 Shares is repurchased in terms of the Offers and assuming an
          Offer Price of R25,63 per Share, which is based on the VWAP of a Share on the JSE over the 10 trading days 
          immediately before the last practicable date before finalisation of the Circular (“Last Practicable Date”) of
          R23,30, plus a 10% premium, the financial cost is expected to be approximately R6,2 million (which includes
          expenses in relation to the Offers of R0,9 million).

     5.6. MATERIAL SOUTH AFRICAN TAX CONSEQUENCES

          The following is a general description of certain aspects of South African tax law relating to the Odd-lot Holders and
          Specific Holders. It is not intended to be, nor should it be considered as, legal or taxation advice. Tax legislation is
          subject to frequent change and accordingly the comments as set out below may be subject to change, possibly with
          retrospective effect. Odd-lot Holders and Specific Holders should consult their own professional advisors regarding
          the tax implications arising in respect of the acceptance or deemed acceptance of an Offer. Trencor and its advisors
          make no representation and give no warranty or undertaking, express or implied, and accept no responsibility for the
          accuracy or completeness of the information contained in this section
     
          5.6.1.   INCOME TAX

                   Since Trencor will be the purchaser of any Shares beneficially owned by an Odd-lot Holder or a Specific
                   Holder pursuant to the respective Offers (the “Repurchase Shares”), the Offer Consideration will constitute
                   a “dividend” as defined in the South African Income Tax Act, 1962 (Act No. 58 of 1962), as amended
                   (the “Income Tax Act”). Such dividend will be subject to South African income tax in the hands of each Odd-
                   lot Holder or Specific Holder, unless the dividend is exempt from South African income tax in terms of
                   section 10(1)(k)(i) of the Income Tax Act. In terms of section 10(1)(k)(i) of the Income Tax Act, a “dividend”
                   as defined in section 1 of the Income Tax Act which is received by or accrues to any shareholder during any
                   year of assessment is exempt from income tax, subject to certain exclusions.

          5.6.2.   SECURITIES TRANSFER TAX (“STT”)

                   STT will be payable on the transfer of the Repurchase Shares from Odd-lot Holders or Specific Holders to
                   Trencor pursuant to the repurchase of any Shares in relation to the Offers (the “Share Repurchase”) in
                   terms of the South African Securities Transfer Tax Act, 2007 (Act No. 25 of 2007), as amended
                   (the “STT Act”). The amount of STT to be imposed will be calculated as 0,25% of the consideration for the
                   Repurchase Shares declared by Trencor as the person who acquires the Repurchase Shares.

                   The Central Securities Depository Participant (“CSDP”) of the relevant Shareholder will be liable for payment
                   to the South African Revenue Service (“SARS”) of the STT payable in respect of the transfer of the
                   Repurchase Shares acquired pursuant to the Share Repurchase.

                   However, in terms of the STT Act the CSDP of the relevant Shareholder is entitled to recover the amount
                   of STT payable to SARS from Trencor, being the person to whom the Repurchase Shares are transferred
                   pursuant to the Share Repurchase.

                   Accordingly, Trencor will be liable to the CSDPs, and will pay, the STT payable on the transfer of the
                   Repurchase Shares from Odd-lot Holders or Specific Holders to Trencor.

          5.6.3.   DIVIDENDS TAX
  
                   The Offer Consideration will constitute a “dividend” as such term is used for purposes of the dividends tax
                   provisions contained in the Income Tax Act. The Share Repurchase will give rise to a liability for dividends
                   tax in terms of the Income Tax Act (“Dividends Tax”) at the full rate in accordance with the Income Tax Act
                   in the event that any Odd-lot Holder or Specific Holder does not qualify for an exemption from the Dividends
                   Tax, and to the extent that the Odd-lot Holder or Specific Holder does not qualify for a reduced rate of
                   Dividends Tax in terms of an applicable agreement for the avoidance of double taxation (“DTA”) entered
                   into by South Africa. The Offer Price gross of Dividends Tax and the Offer Price net of Dividends Tax at the
                   maximum rate of 20% will be announced in the finalisation announcement.

6.   SALIENT DETAILS OF THE UNBUNDLING

     6.1. UNBUNDLING AND ENTITLEMENT RATIO

          Trencor intends to distribute to its Shareholders its common shares in Textainer (“Textainer Shares”), with Textainer
          being inward listed on the JSE at such time. The Textainer Shares forming the subject of the Unbundling (referred to
          in following as the “Unbundling Shares”) will exclude those Textainer Shares (if any) withheld by Trencor in relation
          to any Shareholder which has delivered its demand in accordance with section 164(5) of the Companies Act
          (“Textainer Appraisal Right Shares”), and such number of Textainer Shares (if any) withheld by Trencor in accordance
          with the exercise of the discretion of the Trencor board (“Retained Shares”).

          The Unbundling Shares (prior to any deduction of the Textainer Appraisal Right Shares) will be allocated to
          Shareholders in accordance with the entitlement ratio contained in the Circular (“Entitlement Ratio”). Depending on
          the number of Shares repurchased by Trencor in terms of the Offers, the Entitlement Ratio is expected to be between
          15,70655 and 15,72534 Textainer Shares for every 100 Trencor Shares held by Shareholders on the record date for
          the Unbundling.

          The final Entitlement Ratio (taking into account the results of the Offers and the Retained Shares (if any)) will be
          communicated to Shareholders on the Stock Exchange News Service (“SENS”) in the finalisation announcement for
          the Unbundling on Monday, 2 December 2019.

     6.2. FRACTIONAL ENTITLEMENTS

          In accordance with the Listings Requirements of the JSE (the “Listings Requirements”) and the JSE rounding
          convention for share transfer purposes, the number of Textainer Shares to which a Shareholder will be entitled in
          accordance with the Entitlement Ratio will be rounded down to the nearest whole number of Unbundling Shares, and
          the Fractional Share to which a Shareholder would otherwise be entitled (“Fractional Share”), will not be transferred
          to such Shareholder, but will be transferred to an agent to deal with for the Shareholder’s benefit as set out below.

          The Fractional Shares will be aggregated and purchased by Trencor from the Shareholders’ agent for a cash value
          as mandated by the JSE in terms of the Listings Requirements. This cash value must be determined with reference
          to the VWAP of a Textainer Share traded on a recognised exchange on the first business day after the last day to
          trade in order to participate in the Unbundling (being the day on which Shares commence trading “ex” the entitlement
          to participate in the Unbundling), reduced by 10%. An announcement of this cash value will be released on SENS on
          Thursday, 12 December 2019, by 11:00.

     6.3. FINANCIAL EFFECTS

          The pro forma financial effects of the Unbundling, as set out below, are the responsibility of the Trencor board. The
          pro forma financial effects are presented in a manner consistent with the basis on which the historical financial
          information of Trencor has been prepared and in terms of Trencor’s accounting policies. The pro forma financial
          effects have been presented for illustrative purposes only to assist Shareholders in assessing the impact of the
          Unbundling and because of its nature, may not fairly present Trencor’s consolidated financial position and results of
          operations post the implementation of the Unbundling.

          The pro forma financial information of Trencor has been prepared based on its published audited Consolidated
          Statement of Financial Position at 31 December 2018 and Consolidated Statement of Profit or Loss and Other
          Comprehensive Income for the year ended 31 December 2018, in accordance with IFRS, the Listings Requirements
          and the basis of preparation paragraph of Annexure 2 contained in the Circular. As stated in such basis of preparation
          paragraph, it is assumed that the Unbundling took place on 1 January 2018 for pro forma Consolidated Statement of
          Profit or Loss and Other Comprehensive Income purposes and on 31 December 2018 for pro forma Consolidated
          Statement of Financial Position purposes. Furthermore, the repurchase of the Odd-lot Holdings and the Specific
          Holdings, as the case may be, pursuant to the Offers, will have no material effect on Trencor’s basic earnings per
          share, diluted basic earnings per share, headline earnings per share, diluted headline earnings per share, net asset
          value per share or net tangible asset value per share, and the effects thereof (refer to paragraph 5.5) have accordingly
          not been included in the pro forma financial information in the table below.

          The pro forma financial effects set out below should be read in conjunction with the pro forma Statement of Financial
          Position and the pro forma Statement of Profit or Loss and Other Comprehensive Income as set out in Annexure 2
          of the Circular, together with the assumptions upon which the financial effects are based, as indicated in the notes
          thereto in Annexure 2 of the Circular.

          SUMMARY OF PRO FORMA FINANCIAL EFFECTS (AS CONTAINED IN THE CIRCULAR)

                                                                                         Group

                                                                Audited                                 Pro forma
                                                              financial            Pro forma            financial
                                                            information           adjustment          information
                                                           prior to the        for Textainer             post the
                                                             Unbundling (1)       Unbundling (3)       Unbundling (4)      Change
                                                                  Cents                Cents                Cents               %

          Basic earnings per share                                1 610                1 873                3 483             116
          Headline (loss)/earnings per share                     (1 818)               1 874                   56            (103)
          Net asset value per share (cents)                       3 587               (2 269)               1 318             (63)
          Net tangible asset value per share (cents)              3 587               (2 269)               1 318             (63)

                                                                Million              Million              Million
          Number of shares in issue                               173,7                173,7                173,7               -
          Weighted average number of shares in issue              176,9                176,9                176,9               -


                                                                                         Group
                                                              Unaudited                                 Pro forma
                                                              financial            Pro forma            financial
                                                            information           adjustment          information
                                                           prior to the        for Textainer             post the
                                                             Unbundling (2)       Unbundling (3)       Unbundling (4)      Change
                                                                  Cents                Cents                Cents               %
          
          Net asset value ("NAV") per share:
            Based on the relevant spot exchange rate
            and the listed share price of Textainer, the
            NAV of Trencor at 31 December 2018 was
            as follows:           
              Textainer                                           2 251               (2 251) (5)               -            (100)
              TAC (US GAAP NAV)                                     981                    -                  981               -
              TAC (IFRS adjustments)                               (164)                   -                 (164)              -
              Cash (excluding Textainer and TAC)                    526                    -                  526               -
              Other net liabilities                                  (7)                 (18) (6)             (25)            257
                                                                  3 587               (2 269)               1 318             (63)


          Pro forma adjustment notes to "Summary of Pro Forma Financial Effects":

          (1)   The “Audited financial information prior to the Unbundling” column has been based on the published audited
                annual financial statements of Trencor for the year ended 31 December 2018, as released on 30 April 2019.

          (2)   The “Unaudited financial information prior to the Unbundling” column has been based on the more detailed
                financial information included in the “Financial Summary” on page 1 (i.e. not covered by the Independent
                Auditor's Report) of the Integrated Annual Report for the year ended 31 December 2018.

          (3)   The “Pro forma adjustment for Textainer Unbundling” column relates to the following:
                Trencor will distribute 27 278 802 Unbundling Shares in Textainer to Shareholders by way of a distribution in
                specie. The Unbundling Shares will be distributed to Shareholders in accordance with the Entitlement Ratio.

          (4)   The “Pro forma financial information post the Unbundling” column indicates the pro forma financial information
                post the Unbundling.

          (5)   Trencor's NAV per share relating to Textainer was 2 251 cents at 31 December 2018. On the assumption that
                the Unbundling Shares were distributed on 31 December 2018, Trencor's NAV per share relating to Textainer
                would no longer be included in Trencor's NAV per share (as same would be directly held by the Trencor
                Shareholders post the Unbundling).

          (6)   The estimated Dividends Tax and other costs associated with the Unbundling should reduce Trencor's NAV
                per share and net tangible asset value per share by 18 cents.

     6.4. CONDITIONS PRECEDENT

          The implementation of the Unbundling is subject to the fulfilment or waiver (as the case may be and, in the case of a
          waiver, to the extent permissible at law) of the following conditions precedent:

          6.4.1.   the Unbundling shall have been approved in terms of sections 112 and 115 of the Companies Act by the
                   requisite majority of Shareholders at the General Meeting voting in favour of the required resolution
                   (the “Unbundling Resolution”);

          6.4.2.   Shareholders holding, in aggregate, greater than 1% of the issued Shares (or such higher percentage as
                   the Trencor board may determine and notify to Shareholders), shall not have voted against the Unbundling
                   Resolution and shall not have exercised their appraisal rights by giving notice objecting to the Unbundling
                   Resolution in accordance with section 164(3) of the Companies Act and delivered valid demands in
                   accordance with section 164(5) of the Companies Act;

          6.4.3.   the Inward Listing shall have been approved by the JSE on terms and subject to conditions acceptable to
                   the Textainer board, and the Inward Listing shall have been implemented in accordance with its terms, save
                   to the extent that such terms and conditions involve the Unbundling itself;

          6.4.4.   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 as further contemplated
                   in paragraphs 4.13.3.3.2 and 4.13.3.3.3 of the Circular, in the relevant Form of Declaration and Undertaking
                   attached to the Circular;

          6.4.5.   subject to the fulfilment and/or waiver, as the case may be (and, in the case of a waiver, to the extent
                   permissible at law), of the conditions precedent set out in paragraphs 6.4.1 to 6.4.4 above and at any time
                   prior to the implementation of the Unbundling, the Trencor board shall have authorised and approved the
                   Unbundling in accordance with section 46(1) of the Companies Act; and

          6.4.6.   the Takeover Regulation Panel shall have issued a compliance certificate, in accordance with section 121(b)
                   of the Companies Act, to Trencor in respect of the Unbundling.

     6.5. MATERIAL SOUTH AFRICAN TAX CONSEQUENCES

          The following is a general description of certain aspects of South African tax law relating to the Unbundling (other
          than the consequences of any of the Shareholders’ appraisal rights) as at the Last Practicable Date before finalisation
          of the Circular. It is not intended to be, nor should it be considered as, legal or taxation advice. Tax legislation is
          subject to frequent change and accordingly the comments as set out below may be subject to change, possibly with
          retrospective effect. Shareholders should consult their own professional advisors regarding the tax implications
          arising in respect of the Unbundling. Trencor and its advisors make no representation and give no warranty or
          undertaking, express or implied, and accept no responsibility for the accuracy or completeness of the information
          contained in this section.

          6.5.1.   INCOME TAX

                   The distribution of the Unbundling Shares by Trencor to its Shareholders, including the distribution of any
                   Fractional Shares, will not constitute a return of capital, but will constitute a “dividend” as defined in the
                   Income Tax Act. Such dividend will be subject to South African income tax in the hands of each Shareholder,
                   unless the dividend is exempt from South African income tax in terms of section 10(1)(k)(i) of the Income
                   Tax Act. In terms of section 10(1)(k)(i) of the Income Tax Act, a “dividend” as defined in section 1 of the
                   Income Tax Act which is received by or accrues to any Shareholder during any year of assessment is
                   exempt from income tax, subject to certain exclusions.

                   The sale of Fractional Shares to Trencor by Shareholders entitled to such Fractional Shares for a
                   consideration equal to the cash value may give rise to a tax event separate to those triggered on the
                   Unbundling itself.
           
          6.5.2.   STT

                   STT will be payable on the transfer of any Unbundling Shares (including Fractional Shares) to Shareholders
                   pursuant to the Unbundling in terms of the STT Act. The amount of STT to be imposed will be calculated as
                   0,25% of the closing price of the Unbundling Shares on the Unbundling record date.

                   The CSDP of the relevant Shareholder will be liable for the STT payable in respect of the transfer of the
                   Unbundling Shares distributed pursuant to the Unbundling.

                   However, in terms of the STT Act, the CSDP of the relevant Shareholder is entitled to recover the amount
                   of STT payable from the Shareholder to whom Unbundling Shares are distributed pursuant to the Unbundling.

                   The sale of Fractional Shares to Trencor by Shareholders entitled to a Fractional Share for a consideration
                   equal to the cash value will give rise to STT on the transfer of the Fractional Shares to Trencor pursuant to
                   such sale. The CSDP of the relevant Shareholder will be liable for the STT in respect of the transfer of the
                   Fractional Shares to Trencor. However, in terms of the STT Act, the CSDP of the relevant Shareholder is
                   entitled to recover the amount of STT payable from Trencor as the person to whom Fractional Shares are
                   transferred.

          6.5.3.   DIVIDENDS TAX

                   The distribution of the Unbundling 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 Unbundling will
                   give rise to a liability for Dividends Tax at the full rate in accordance with the Income Tax Act to the extent
                   that any beneficial owner of Shares does not qualify for an exemption from the Dividends Tax, and to the
                   extent that the beneficial owner of Shares does not qualify for a reduced rate of Dividends Tax in terms of
                   an applicable DTA entered into by South Africa. In terms of section 64EA(b) of the Income Tax Act, on the
                   basis that Trencor, a South African resident company, is declaring and paying a dividend which consists of
                   the distribution of an asset in specie, Trencor itself will be liable for any Dividends Tax levied in respect of
                   the distribution of the Unbundling Shares.

                   The distribution of the Unbundling Shares will be exempt from Dividends Tax, or subject to a reduced rate
                   of Dividends Tax with reference to the application of an applicable DTA entered into by South Africa, in the
                   event that 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 the
                   Commissioner for SARS.

                   To the extent that any beneficial owner of the Shares would not qualify for an exemption from, or reduction
                   of, the Dividends Tax, Trencor itself will be liable for and make payment of such Dividends Tax. It is
                   accordingly imperative that Trencor timeously be provided with the required declarations and undertakings
                   by the Shareholders of Shares in order that Trencor may, with accuracy, determine its fair liability for
                   Dividends Tax on the Unbundling, and establish this primary liability for Dividends Tax congruently with the
                   profile of the Trencor Shareholder base. To the extent that Trencor is not timeously provided with the written
                   declarations and undertakings by beneficial owners, liability for Dividends Tax will be triggered on the value
                   of the Unbundling to such beneficial owners. Trencor is dependent on the co-operation of Shareholders to
                   enable it to accurately quantify, and to mitigate as far as lawfully and practically possible, the amount of
                   Dividends Tax payable by Trencor on the Unbundling.

                   Shareholders are advised to complete the relevant required form of declaration and undertaking attached
                   to the Circular and submit same to Trencor for administrative purposes, before 23:59 on Tuesday,
                   26 November 2019. In the event that Shareholders holding, in aggregate, that number of Shares comprising
                   97% of the issued Shares (or such lower percentage as determined by the Board in accordance with
                   paragraph 6.4.4), do not submit the required declarations and undertakings, the condition precedent set out
                   in paragraph 6.4.4 may not be fulfilled, and the Unbundling may not proceed.

7.   BOARD’S RESPONSIBILITY STATEMENT

     The Trencor board accepts responsibility for the information contained in the Circular and confirms that, to the best of its
     knowledge and belief, such information is true and the Circular does not omit anything likely to affect the import of such
     information.

8.   EFFECT OF THE OFFERS AND THE UNBUNDLING ON TRENCOR’S SHARE CAPITAL

     The maximum number of Shares which potentially could be repurchased by Trencor if all Odd-lot Holders and Specific
     Holders sell their respective holdings to Trencor will not exceed approximately 207 472 Shares and will therefore not have
     a material impact on the authorised and issued share capital of Trencor, as demonstrated in the table below.

     No change in the authorised or issued share capital of Trencor will occur as a result of the implementation of the
     Unbundling.
                                                                                     
                                                                                       Number of Shares                         R
     POST OFFERS AND UNBUNDLING

     Authorised
     Ordinary shares of 0,5 cent each                                                       200 000 000                 1 000 000

     Issued
     Ordinary shares of 0,5 cent each                                                       173 470 361                   867 352

9.   SALIENT DATES AND TIMES

     The salient dates and times relating to the Offers and Unbundling are set out in the timetable hereunder:
  
     Notice record date, being the date on which a Shareholder must be                                  Friday, 13 September 2019
     registered in the register in order to be eligible to receive the Notice of a
     General Meeting

     Circular incorporating the notice of a General Meeting and form of proxy                        Wednesday, 18 September 2019
     (grey), distributed to Shareholders

     Announcement of distribution of Circular and notice convening the                               Wednesday, 18 September 2019
     General Meeting released on SENS

     Last day to trade Shares in order to be recorded in the register to vote                             Tuesday, 8 October 2019
     at the General Meeting (refer to note 6 below)

     General Meeting record date, being the date on which a Shareholder                                   Friday, 11 October 2019
     must be registered in the register in order to be eligible to attend and
     participate in the General Meeting and to vote thereat, by close of trade

     For administrative reasons, it is recommended that forms of proxy in                               Thursday, 17 October 2019
     respect of the General Meeting to be lodged at or received via post by
     the transfer secretaries by no later than 14:00

     Form of proxy (grey) in respect of the General Meeting to be handed to                               Friday, 18 October 2019
     the chairperson of the General Meeting or the transfer secretaries at the
     General Meeting, at any time before the proxy exercises any rights of
     the Shareholder at the General Meeting

     Last date and time for Shareholders to give notice to Trencor objecting,                             Friday, 18 October 2019
     in terms of section 164(3) of the Companies Act, to the Unbundling
     Resolution approving the Unbundling for purposes of their appraisal
     rights by 14:00

     General Meeting held at 14:00                                                                        Friday, 18 October 2019

     Results of the General Meeting published on SENS on or before                                        Monday, 21 October 2019

     
     IF EITHER OF, OR BOTH OF, THE OFFERS ARE APPROVED BY SHAREHOLDERS:

     Offers announced on SENS                                                                            Tuesday, 22 October 2019

     Offers open at 09:00                                                                                Tuesday, 22 October 2019

     Offers’ finalisation announcement released on SENS by 11:00                                         Tuesday, 29 October 2019

     Last day to trade Shares in order to be recorded in the register to                                 Tuesday, 5 November 2019
     participate in the Offers

     Shares trade “ex” the Offers                                                                      Wednesday, 6 November 2019
     
     Forms of election and surrender for the Offers (blue and pink) to be                                 Friday, 8 November 2019
     received by Computershare by 12:00

     Offers close at 12:00                                                                                Friday, 8 November 2019

     Offers record date, being the date on which an Odd-lot Holder or a                                   Friday, 8 November 2019
     Specific Holder, as the case may be, must be registered in the register
     in order to be eligible to participate in the Offers, by close of trade

     Offers implementation date                                                                          Monday, 11 November 2019

     Dematerialised Odd-lot Holders and dematerialised Specific Holders                                  Monday, 11 November 2019
     who have accepted the Offers or Odd-lot Holders who are deemed to
     have accepted the Odd-lot Offer will have their accounts held at their
     CSDP or broker credited with the Cash Consideration

     Payments of the Cash Consideration to certificated Odd-lot Holders and                              Monday, 11 November 2019
     certificated Specific Holders who have accepted the Offers or Odd-lot
     Holders who are deemed to have accepted the Odd-lot Offer

     Results of the Offers released on SENS                                                              Monday, 11 November 2019

     Cancellation and termination of listing of Trencor Shares repurchased in                           Thursday, 14 November2019
     terms of the Offers expected


     IF THE UNBUNDLING IS APPROVED BY SHAREHOLDERS:

     Last date on which Shareholders who voted against the Unbundling                                     Friday, 25 October 2019
     Resolution may require Trencor to seek court approval in terms of
     section 115(3)(a) of the Companies Act, but only if the Unbundling
     Resolution was opposed by at least 15% of the voting rights exercised
     thereon

     Last date on which Shareholders who voted against the Unbundling                                     Friday, 1 November 2019
     Resolution may make application to the court in terms of
     section 115(3)(b) of the Companies Act

     Last date for Trencor to send objecting Shareholders notice of the                                   Friday, 1 November 2019
     adoption of the Unbundling Resolution, in terms of section 164 of the
     Companies Act

     Last day for Shareholders to submit the relevant required forms of                                 Tuesday, 26 November 2019
     declarations and undertakings for purposes of the Board’s calculation of
     Dividends Tax in respect of the Unbundling


     ASSUMING THAT ALL OF THE UNBUNDLING CONDITIONS ARE FULFILLED OR 
     WAIVED (AS THE CASE MAY BE) (see note 10 below):

     Finalisation announcement for the Unbundling to be released on SENS                                  Monday, 2 December 2019
     (including Entitlement Ratio, taking into account the result of the Offers
     and Retained Shares (if any))

     Last day to trade in Shares on the JSE to participate in the Unbundling                            Tuesday, 10 December 2019
     (refer to note 8 below)
  
     Shares trade ex entitlement of Unbundling Shares                                                 Wednesday, 11 December 2019
   
     Inward Listing of Textainer (share code: TXT, ISIN: BMG8766E1093                                 Wednesday, 11 December 2019
     and abbreviated name ‘Textainer’) on the JSE expected  

     Announcement in respect of the cash value of Fractional Shares by                                 Thursday, 12 December 2019
     11:00

     Record date to receive Unbundling Shares                                                            Friday, 13 December 2019

     Unbundling Shares distributed to Shareholders                                                      Tuesday, 17 December 2019     

     Shareholder’s account with CSDP or broker is updated                                               Tuesday, 17 December 2019
     
     Announcement of value of Unbundling Shares                                                         Tuesday, 17 December 2019


     Notes:

     1. All dates and times indicated above are South African Standard Time.

     2.   Forms of Proxy must be lodged with or posted to the Transfer Secretaries, at the addresses set out in the Circular,
          to be received by them, for administrative purposes, by no later than Thursday, 17 October 2019, at 14:00 or
          thereafter by handing such form to the chairperson of the General Meeting or the Transfer Secretaries at the General
          Meeting, at any time before the proxy exercises any rights of the Shareholder at such General Meeting.

     3.   Those Odd-lot Holders who do not make an election will automatically be regarded as having elected and accepted
          the Odd-lot Offer.

     4.   Dematerialised Odd-lot Holders and Specific Holders are requested to notify their duly appointed CSDP or Broker
          of their election by the cut-off time stipulated by their CSDP or Broker. This will be an earlier date than the closing
          of the Offers.

     5.   In the case of Certificated Odd-lot Holders and Certificated Specific Holders who accept, or are regarded as having
          accepted the Odd-lot Offer or have accepted the Specific Offer, payment will be made by electronic funds transfer
          into the bank accounts of the Odd-lot Holders and Specific Holders on Monday, 11 November 2019, if such holders'
         banking details have been provided in the relevant Form of Election and Surrender (blue or pink). No cheques or
          other forms of tender will be utilised or posted.

     6.   Shareholders should note that, as transactions in Shares are settled in the electronic settlement system used by
          Strate, settlement of trade takes place three Business Days after such trade. Therefore, Shareholders who acquire
          Shares after the last day to trade in order to be recorded in the Register will not be able to participate in, and attend
          and vote at, the General Meeting. Furthermore, share certificates for Shares may not be dematerialised or
          rematerialised after the last day to trade in order to be recorded in the Register and the record date to participate,
          attend and vote at the General Meeting (the record date being included).

     7.   Shareholders who acquire an Odd-lot Holding or a Specific Holding after the last day to trade to participate in the
          Offers will not be able to participate in the Offers. Furthermore, share certificates for an Odd-lot Holding or a Specific
          Holding may not be dematerialised or rematerialised after the last day to trade and the record date to participate in
          the Offers (the record date being included).

     8.   Shareholders who acquire Shares after the last day to trade to participate in the Unbundling will not be able to
          participate in the Unbundling. Furthermore, share certificates for Shares may not be dematerialised or rematerialised
          after the last day to trade and the record date to receive the Unbundling Shares (the record date being included).

     9.   The above salient dates and times may be amended (i) to the extent that any Shareholders exercise their appraisal
          rights in terms of section 164 of the Companies Act or (ii) to cater for the delayed fulfilment of any condition
          precedent.

    10.   And should no court review or approval be required in terms of section 115(3) of the Companies Act.




Trencor Services Proprietary Limited
Secretaries
18 September 2019

Financial Advisor and Transaction Sponsor
Investec Bank Limited

Legal and Tax Advisor
Edward Nathan Sonnenbergs Inc.

Date: 18/09/2019 05:00:00
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