HAMILTON, Bermuda, Nov. 1, 2019 /PRNewswire/ -- 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.
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 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