HAMILTON, Bermuda, Sept. 18, 2019 /PRNewswire/ -- 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.
About Textainer Group Holdings Limited
Textainer has operated since 1979 and is one of the world's
largest lessors of intermodal containers with more than 3.5 million
TEU in our owned and managed fleet. We lease containers to
approximately 250 customers, including all of the world's leading
international shipping lines, and other lessees. Our fleet consists
of standard dry freight, refrigerated intermodal containers, and
dry freight specials. We also lease tank containers through our
relationship with Trifleet Leasing and are a supplier of containers
to the U.S. Military. Textainer is one of the largest and most
reliable suppliers of new and used containers. In addition to
selling older containers from our lease fleet, we buy older
containers from our shipping line customers for trading and resale.
We sold an average of almost 140,000 containers per year for the
last five years to more than 1,500 customers making us one of the
largest sellers of used containers. Textainer operates via a
network of 14 offices and approximately 500 independent depots
worldwide.
Important Cautionary Information Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of U.S. securities laws. Forward-looking statements
include statements that are not statements of historical facts and
include, without limitation, statements regarding: the expected
timing and completion of the unbundling and inward listing of TGH
shares on the JSE. Readers are cautioned that these forward-looking
statements involve risks and uncertainties, are only predictions
and may differ materially from actual future events or results. For
a discussion of some of these risks and uncertainties, see Item 3
"Key Information— Risk Factors" in Textainer's Annual Report on
Form 20-F filed with the Securities and Exchange Commission on
March 25, 2019.
Textainer's views, estimates, plans and outlook as described
within this document may change subsequent to the release of this
press release. Textainer is under no obligation to modify or update
any or all of the statements it has made herein despite any
subsequent changes Textainer may make in its views, estimates,
plans or outlook for the future.
Contact Information
Investor Relations
+1 415-658-8333
ir@textainer.com
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SOURCE Textainer Group Holdings Limited