General SENS Submitter Company - GEN - General Trustco Group Holdings Limited update

GEN - General –  Trustco Group Holdings Limited  update

GEN – General – Trustco Group Holdings Limited update

Trustco Group Holdings Limited

JSE Share code: TTO

ISIN Number: NA000A0RF067



General update

Update on the JSE's decision on its proactive monitoring review for Trustco Group Holdings
Limited ("Company" or "Trustco") financial results.

We refer to the JSE's SENS Announcement of 30 January 2023. That announcement
informed stakeholders that the Honourable Judge Potterill had dismissed Trustco's
application for leave to appeal, the judgment and order handed down by Judge Potterill in
the High Court on 7 November 2022.

On 28 February 2023 Trustco petitioned the Supreme Court of Appeal ("SCA") for leave to
appeal against the whole of the 7 November 2022 judgment and order, which application
was granted by the SCA on 3 May 2023.

The SCA heard the appeal on 14 May 2024 which concerned two principle issues:

   1. the power of the JSE to direct listed entities to restate financial statements; and

   2. whether a panel of the Financial Services Tribunal to hear an application for the
      reconsideration of a decision in terms of section 230 of the Financial Sector
      Regulation Act 9 of 2017, was properly constituted as it comprised only of lawyers
      with no financial expertise and experience.

On 19 June 2024, the SCA handed down its judgment, in which it found that the panel was
properly constituted.

In regard to the power of the JSE to direct listed entities to restate financial statements, the
SCA found that paragraph 8.65 of the Listing Requirements confers on the JSE wide
permissive powers to instruct listed entities, in its sole discretion, to 'publish or reissue any
information it deems appropriate', which powers are underpinned by sub-section 10(2)(m)
and 11(1)(g)(v) of the Financial Markets Act which, respectively, empowers the JSE to do
'all other things that are necessary for, or incidental or conducive to the proper operation of
an exchange and that are not inconsistent with this Act' and empowers the JSE to impose
any penalty that is 'appropriate in the circumstances'.

The SCA dismissed the appeal.

Additionally, it showed its displeasure with Trustco's approach to the matter, and particularly
the way in which it had litigated it, by awarding costs on the attorney and client scale,
including the costs of two counsel, where so employed.

The effect of the SCA's decision is that the JSE's decision to direct Trustco to restate its
financial statements and to censure Trustco for its breach of the Listings Requirements
remains. Trustco has effected the required restatements to its financial statements.

20 June 2024

Date: 20-06-2024 07:26:00
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