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Announcement of USD/Rand Exchange Rate and Settlement
TEXTAINER GROUP HOLDINGS LIMITED
Incorporated in Bermuda
Company number: EC18896
NYSE share code: TGH
JSE share code: TXT
ISIN: BMG8766E1093
LEI: 529900OHEYRATAFMIT89
("Textainer" or "the Company")
ANNOUNCEMENT OF USD/RAND EXCHANGE RATE AND SETTLEMENT
On 23 February 2024, Textainer published a finalisation announcement ("Finalisation Announcement") in
respect of the status of conditions to the proposed acquisition of Textainer by entities affiliated with
Stonepeak, a leading alternative investment firm specialising in infrastructure and real assets, in
accordance with the Agreement and Plan of Merger, by and among the Company, Typewriter Parent Ltd.
("Parent") and Typewriter Merger Sub Ltd.
Capitalised terms used but not defined herein have the meanings assigned thereto in the Proxy Statement
attached as exhibit 99.1 to the Company's Report on Form 6-K, which was furnished to the Securities
Exchange Commission (the "SEC") on January 17, 2024, at www.sec.gov ("Proxy Statement").
USD/Rand Exchange Rate and Settlement
In accordance with the Proxy Statement, South African Shareholders recorded in the South African Branch
Register and who hold their Company Common Shares on the JSE at the close of business on 13 March
2024 will receive the Rand equivalent (based on the USD/Rand Exchange Rate) of the Per Share Merger
Consideration (i.e. US$50.00) per Company Common Share to be cancelled and converted pursuant to the
Merger. Shareholders are advised that the Rand equivalent of the Per Share Merger Consideration is equal
to 949.41050 Rand per Company Common Share, at the USD/Rand Exchange Rate of 18.98821 Rand for
each USD 1.00, being the weighted average USD : Rand exchange rate obtained by the Parent on the
exchange of the portion of the Common Merger Consideration payable by the Parent to South African
Shareholders between February 27, 2024 and March 7, 2024.
South African Shareholders will be paid the Rand equivalent of the Per Share Consideration for each
Common Company Share as follows -
• If you are a Certificated South African Shareholder, then on or reasonably promptly following the
Closing Date of the Merger, the Per Share Merger Consideration due to you will then be deposited by
way of an electronic funds transfer into your South African bank account against completion of such
documents, if any, as may be required by the South African Transfer Secretaries. To the extent that
you have not already done so, you must provide valid South African bank account details to the South
African Transfer Secretaries. The Per Share Merger Consideration due to Certificated South African
Shareholders who have not provided their South African bank accounts to the South African Transfer
Secretaries will be held in trust by them for a period of three years from the date of implementation of
the Merger, after which such consideration will be paid to the benefit of the Guardians Fund of the
Master of the High Court.
• If you are a South African Shareholder holding Dematerialised Shares, you will not be required to take
any specific action to receive the Per Share Merger Consideration. On the Closing Date, the Per Share
Merger Consideration will be settled through Strate through the creation of an assured payment
obligation. The payment by the South African Transfer Secretaries (on behalf of Parent) to Strate,
together with the instruction creating the assured payment obligation, shall be a complete discharge of
the Parent's obligation to pay the Per Share Merger Consideration to South African Shareholders. All
assured payment obligations will be settled reasonably promptly following the Closing Date and any
holding of Company Common Shares credited to any account in the Strate system will be removed
against such settlement.
Timetable
Subject to the satisfaction of those conditions that by their nature are to be satisfied at the Closing, the
currently anticipated timetable of principal events for the implementation of the Merger remains as set out
in the Finalisation Announcement and is also set out below.
EVENT 2024(1)
Last Day to Trade Company Common Shares on the JSE register March 8
Company Common Shares suspended on JSE trading system (from
commencement of trading) March 11
Record Date for payment of holders of Company Common Shares on the JSE
register March 13
CLOSING DATE (JSE PAYMENT DATE) (2) March 14
Process for the delisting of Company Common Shares on the JSE commences (3) March 14
NYSE to file delisting application (Form 25) with the SEC March 14
NYSE delisting application for Company Common Shares becomes effective (4) March 25
Notes
1. The indicative dates included in this timetable could change under certain circumstances. Any
changes to the indicative dates will be announced on SENS and published in a South African
business newspaper to the extent required.
2. Payment of holders of Company Common Shares on the JSE register in Rand via the Strate system.
3. The JSE will be advised that the Company no longer meets the JSE's public shareholder spread
requirements and the JSE will consequently take steps to delist the Company Common Shares in terms
of paragraph 1.12 of the JSE Listings Requirements.
4. NYSE delistings are generally effective 10 calendar days from the day the Form 25 is filed. The exact
date of the delisting of the Company Common Shares from the JSE is not yet known.
Certain South African Income Tax Consequences
Since the Per Share Consideration received will give rise to either a capital or revenue accrual in the hands
of South African Shareholders, they are urged to read the discussion in the section entitled"The Merger
Proposal - Certain South African Income Tax Consequences" beginning on page 66 of the Proxy Statement
and to consult their own tax advisor regarding the particular South Africa income or other tax consequences
to it of the Merger.
To the extent that the receipt of the Per Share Consideration gives rise to a capital accrual, same will be
subject to capital gains tax ("CGT").
CGT payable by Individual Shareholders
CGT is based on an individual's marginal income tax rate. Forty percent of all capital gains is included in
the taxable income of an individual and taxed in accordance with his or her marginal income tax rate. The
highest effective rate of CGT, based on a marginal income tax rate of 45%, is 18%. The annual capital gain
exclusion of ZAR 40,000 may be utilized to reduce the capital gain included in the individual's taxable
income.
CGT payable by Corporate Shareholders
Companies pay CGT at a higher rate than natural persons. They do not qualify for the annual exclusion
and must include 80% of any net capital gain in taxable income. CGT is based on the corporate income tax
rate (currently 27%). The current effective CGT rate for companies is 21.6%.
Securities Transfer Tax ("STT")
STT is payable at a rate of 0.25% of the taxable amount (which is, generally, the consideration for which a
security is transferred) on every transfer of any security issued by a company incorporated, established or
formed outside South Africa and listed on an exchange in South Africa. The Securities Transfer Tax Act,
No. 25 of 2007 defines the term "security" to include any share in a company (which includes a foreign
company), and further defines "transfer" to include a cancellation of a share if the company which issued
the share continues to exist after the cancellation. As Textainer is the Surviving Company, the cancellation
of the Company Common Shares held by the South African Shareholders will be subject to STT. Such STT
will be paid by Textainer.
Textainer Group Holdings Limited
Investor Relations
Phone: +1 (415) 658-8333
ir@textainer.com
8 March 2024
Sponsor: Investec Bank Limited
Date: 08-03-2024 08:55:00
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