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TRENCOR LIMITED - Textainer announces the filing of form F-3 registration statement

Release Date: 04/11/2019 09:00
Code(s): TRE     PDF:  
Wrap Text
Textainer announces the filing of form F-3 registration statement

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

TEXTAINER ANNOUNCES THE FILING OF FORM F-3 REGISTRATION STATEMENT

We draw attention to the following news release issued by Textainer Group Holdings
Limited, in which Trencor has a 47,5% interest:

“Hamilton, Bermuda – (Business Wire) – November 1, 2019 – Textainer Group
Holdings Limited (NYSE: TGH) (“Textainer”, “the Company”, “we” and “our”) today
filed a Form F-3 Registration Statement with the U.S. Securities and Exchange
Commission (the “SEC”) (the “Registration Statement”).

As announced on September 18, 2019, Trencor Limited (“Trencor”), a South African
investment holding company trading on the Johannesburg Stock Exchange (the “JSE”)
and the holder of 27,278,802, or approximately 47.5%, of the Company’s common shares
(the “Shares”), sought approval from its shareholders to unbundle the Shares (the
“Unbundling Transaction”). In connection with the Unbundling Transaction (i)Trencor’s
shareholders may receive up to approximately 15.7 common shares of Textainer for
every 100 shares of Trencor they hold and (ii) all Shares will be listed for
trading on the JSE (Textainer has submitted a voluntary application for a secondary, or
dual, listing on the JSE’s main board). Assuming the conditions precedent for the
Unbundling Transaction are met, it is currently anticipated that the Unbundling
Transaction will be implemented on December 17, 2019.

The Registration Statement was filed with the SEC to register the offer and sale of shares
in the Unbundling Transaction to facilitate potential sales of the distributed Shares, if
any, on the New York Stock Exchange. To the extent that Trencor’s shareholders or
other successors in interest are not Trencor affiliates, such shareholders or other
successors in interest would be expected to receive in the Unbundling Transaction
unrestricted common shares under U.S. securities laws.

As set forth in Trencor’s related regulatory filings in South Africa, the Unbundling
Transaction is subject to the following conditions precedent, each of which must be met:
(i) the requisite approval of the Trencor shareholders (which was obtained on October
18, 2019), (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 Transaction, and (vi) the South African Takeover
Regulation Panel shall issue a compliance certificate to Trencor.

Although the Registration Statement relating to the Shares has been filed with the SEC, it
has not yet become effective.

This press release is not an offer to sell or a solicitation of an offer to buy, nor shall there
be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of
any such state or jurisdiction.

A copy of the Registration Statement can be obtained by contacting Investor Relations at
+1 (415) 658-8333 or ir@textainer.com.

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

Trencor Services Proprietary Limited
Secretaries
4 November 2019

Transaction Sponsor
Investec Bank Limited

Date: 04/11/2019 09:00:00
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