TRUSTCO GROUP HOLDINGS LIMITED - Distribution of Circular on the Acquisition of the Entire Issued Share Capital of Huso Investments

Distribution of Circular on the Acquisition of the Entire Issued Share Capital of Huso Investments

TRUSTCO GROUP HOLDINGS LIMITED
Incorporated in the Republic of Namibia
(Registration number 2003/058)
NSX Share Code: TUC
JSE Share Code: TTO
ISIN Number: NA000A0RF067
(“Trustco” or “the Company”)


DISTRIBUTION OF CIRCULAR ON THE ACQUISITION OF THE ENTIRE ISSUED SHARE
CAPITAL OF HUSO INVESTMENTS PROPRIETARY LIMITED BY TRUSTCO INCLUDING NOTICE
CONVENING THE GENERAL MEETING

    1. INTRODUCTION

       Shareholders are referred to the SENS announcements published on 2 February 2015, 22
       June 2015 and 24 June 2015 in terms of which the Company advised shareholders, inter alia
       of its intention to pursue opportunities in the resources sector and further that the Company
       has entered into an option agreement with Mr. Quinton van Rooyen (“the Seller”) in terms of
       which the Company acquired an option to acquire the entire shareholding in Huso, of which
       Mr. Quinton van Rooyen is the sole shareholder, via its wholly-owned subsidiary, Trustco
       Resources.

       Further to the publication of the announcements referred to above, shareholders are also
       referred to the SENS announcement published on 15 July 2015 in terms of which it was
       advised that the Company had received sufficient irrevocable undertakings from its
       shareholders and consequently entered into a share purchase agreement with the Seller
       dated 14 July 2015 for the acquisition of the entire issued share capital of Huso (“the
       Acquisition”).


     2. PRINTING AND POSTING OF THE CIRCULAR

        Shareholders are hereby advised that the Company has printed and will today Monday, 14
        September 2015 post a circular to its shareholders (“the Circular”), excluding those who
        indicated their preference to receive it via electronic mail. The Circular is available for review
        at http://www.tgh.na/ Please go to “HUSO Circular Data” to view the JSE approved
        Independent Competent Person’s Report (NNDC CPR) and Independent Fairness Opinion
        and other related documents.

     3. PURPOSE OF THE CIRCULAR AND NOTICE OF GENERAL MEETING

        The purpose of the Circular is to provide information to shareholders with regard to the
        Acquisition and to convene a general meeting of shareholders for which notice is hereby
        given and the shareholders’ meeting will be held at the registered office of the Company, 2
        Keller Street, Windhoek, Namibia at 10:00 on Tuesday, 5 October 2015, at which general
        meeting the shareholders will vote on the ordinary resolutions required to approve the
        Acquisition.

        The notice of general meeting containing the resolutions required to implement the Acquisition
        is attached to and forms part of the Circular.



     4. IMPORTANT DATES AND TIMES
        Record date to determine which shareholders are eligible to receive the
        Circular                                                                 Friday, 4 September
        Circular and notice of the General Meeting posted to Trustco
        Shareholders on                                                          Monday,14 September
        Last day to trade to be eligible to vote at the General Meeting on    Thursday, 17 September
        Record date in relation to voting at the General Meeting on             Friday, 25 September
        Forms of proxy for the General Meeting to be received at 10:00 on        Thursday, 1 October
        General meeting of Trustco shareholders at 10:00 on                        Monday, 5 October
        Results of the General Meeting released on SENS on                         Monday, 5 October

All references to date and time are to local dates and times in Namibia and South Africa.




By order of the Board.

S Miller

Company Secretary

Windhoek

14 September 2015

Corporate Advisor: DEA-RU (Proprietary) Limited
JSE Transactional Sponsor: PSG Capital
NSX Sponsor: IJG Securities (Pty) Limited

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