TRUSTCO GROUP HOLDINGS LIMITED - Trustcos Specific Issue of Shares to Executive Directors

Trustco’s Specific Issue of Shares to Executive Directors

TRUSTCO GROUP HOLDINGS LIMITED
Incorporated in the Republic of Namibia
(Registration number 2003/058)
Registered as an external company in South Africa
(External registration number 2009/002634/10)
JSE share code: TTO
NSX share code: TUC
OTCQX share code: TSCHY
ISIN Number: NA000A0RF067
("Trustco" or "Company")




TRUSTCO'S SPECIFIC ISSUE OF SHARES TO EXECUTIVE DIRECTORS


1.     INTRODUCTION

1.1    Shareholders are advised that the board, on the recommendation of the Remuneration
       Committee, approved a FY2024 Share Bonus Proposal ("FY2024 Bonus"). In terms of
       the bonus scheme the executive member, Mr Floors Abrahams, the Financial Director
       of Trustco would receive 5,000,000 (Five Million) Trustco Shares.


2.     TERMS OF THE 2024 BONUS SCHEME

2.1    The awarded shares will vest over a period of 5 (five) years as certain financial targets
       are met, ensuring long-term engagement and retention. The targets include achieving
       certain Net Asset Value, Market Capitalisation, and cash investment, as detailed below.

       Targets (in NAD millions)   Target 1   Target 2   Target 3   Target 4   Target 5
       Net Asset Value                1 500      3 000      4 500      6 000      7 500
       Market Capitalisation         20 000     25 000     30 000     35 000     40 000
       Cash Invested/Distributed      1 000      2 000      3 000      4 000      5 000
      
       Shares vested
       Net Asset Value             500 000    500 000     500 000     500 000     500 000
       Market Capitalisation       350 000    350 000     350 000     350 000     350 000
       Cash Invested/Distributed   150 000    150 000     150 000     150 000     150 000




2.2   The shares will be subject to a broker block of up to 5 (five) years, subject to the vesting
      of shares as set out above and as calculated from 1 September 2024 up until the
      publication of the Annual Audited Financial for the year ending 31 August 2029.


2.3   In the event that the collective targets are not met to the satisfaction of the company, the
      bonus event shall lapse and all unvested Trustco shares sold and the realised amount
      returned to Trustco.


3.    ISSUE PRICE

3.1   The issuance price of the equity instruments will be determined based on the 30-day
      volume-weighted average price (VWAP) and will be executed prior to any potential share
      consolidation events.

3.2   The VWAP as of 6 August 2024 was N$0.3695, which is the issuance price of the equity
      instruments.


4.    FINANCIAL EFFECTS

      The book value of the net assets of Trustco, which are the subject of the
      Transaction, as of 28 February 2024, was NAD 1 263 million. The profit after tax
      attributable to Trustco for the half year ended 28 February 2024 was NAD 110
      million.


      The above financial information has been extracted from the half year-end results
      of Trustco dated 28 February 2024 .

      Shareholders are referred to the announcement published on SENS on 13 August
      2024, regarding the issue of shares to INED's, together with this announcement - it
      is reported that the net asset value per share would be 126 cents compared to 128
      cents as per the Interim Financial Results as at 29 February 2024 following the issue
      of the shares.


      Combinedly, the financial effect would be as follows compared to the Interim
      Financial Results as at 29 February 2024:


          •   net tangible asset value per share of 123 cents compared to 128 cents,
          •   earning per share of 11 cents compared to 11 cents,
          •   headline earnings per share being 11 cents compared to 11 cents
          •   diluted earnings per share of 11cents compared to 11 cents ; and
          •   diluted headline earnings per shares being 11 cents compared to 11 cents.




5.     CIRCULAR AND NOTICE OF GENERAL MEETING

       In accordance with the JSE LR 5.51(g) the Company, a specific issue requires the
       approval by way of an ordinary resolution (requiring at least a 75% majority of the
       votes cast in favour of such resolution) by all shareholders present in person or
       represented by proxy at the general meeting convened to approve such resolution.
       A circular containing full details and a notice convening a general meeting at which
       shareholders will be requested to approve the Specific Issue of shares, will be
       distributed in due course.


Windhoek, Namibia,
23 August 2024


Komada Holdings (Pty) Ltd
Company Secretary and Investor Relations Services to Trustco Group Holdings
Limited




JSE Sponsor
Vunani Sponsors


NSX Sponsor
Simonis Storm Securities Proprietary Limited – Windhoek


OTCQX Sponsor
J.P Galda & Co – New York


Date: 23-08-2024 12:50:00
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