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TRENCOR LIMITED - TEXTAINER ANNOUNCES PLANNED DUAL LISTING ON THE JSE

Release Date: 18/09/2019 17:28
Code(s): TRE     PDF:  
 
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TEXTAINER ANNOUNCES PLANNED DUAL LISTING ON THE JSE

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

TEXTAINER ANNOUNCES PLANNED DUAL LISTING ON THE JSE AND THE PROPOSED DISTRIBUTION OF 
TEXTAINER SHARES HELD BY TRENCOR TO TRENCOR SHAREHOLDERS

We draw attention to the following news release issued by Textainer Group Holdings
Limited, in which Trencor has a 47,48% interest:

“Hamilton, Bermuda – (Business Wire) – September 18, 2019 – Textainer Group
Holdings Limited (NYSE: TGH) (“Textainer”, “the Company”, “we” and “our”), one of
the world’s largest lessors of intermodal containers, today announced that Trencor
Limited (JSE: TRE “Trencor”), the holder of 27.2 million common shares of Textainer or
approximately 47.5% of the Company’s common shares, has filed with the Johannesburg
Stock Exchange (JSE) a circular (the “Trencor circular”) requesting that Trencor’s
shareholders approve the unbundling of Trencor’s shares in Textainer, which if approved
would result in Trencor’s shareholders receiving approximately 15.7 common shares of
Textainer for every 100 common shares of Trencor they hold. In connection with the
unbundling of the Textainer shares held by Trencor, Textainer has submitted a voluntary
application for a secondary, or dual, listing on the main board of the JSE and this
application has been approved by the JSE. Assuming the conditions precedent noted
below are met, it is currently anticipated that the share unbundling would occur on
December 17, 2019.

The unbundling of Textainer shares to Trencor shareholders is subject to the following
conditions precedent, each of which must be met: (i) the requisite approval of the
Trencor shareholders, (ii) less than 1% (or such higher percentage that the Trencor Board
may determine) of the Trencor shareholders exercise appraisal rights, (iii) the JSE
approval of Textainer’s inward listing application on a basis acceptable to the Textainer
Board of Directors and the implementation of the inward listing in accordance with its
terms, (iv) a minimum threshold of Trencor shareholders provide Trencor with certain
South African dividends tax declarations and undertakings, (v) the Trencor Board of
Directors shall approve and implement the unbundling as stated in the Trencor circular,
and (vi) the South African Takeover Regulation Panel shall issue a compliance certificate
to Trencor. In connection with the unbundling and as part of the Trencor circular being
distributed to all Trencor shareholders, Trencor is also making an offer to purchase for
cash the holdings of small shareholders of Trencor. The unbundling circular also
provides additional information on the transaction, including a detailed timeline for the
transactions, a detailed summary of the offers being made to small shareholders of
Trencor and summarizes the tax and dividend consequences of the transaction for
Trencor’s shareholders. A copy of the unbundling circular is publicly available on
Trencor’s website, www.trencor.net.

Textainer Group Holdings Limited
Investor Relations
Phone: +1 (415) 658-8333
ir@textainer.com”

Trencor Services (Pty) Ltd
Secretaries
18 September 2019

Transaction Sponsor
Investec Bank Limited

Date: 18/09/2019 05:28:00
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