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Cautionary Announcement
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)
NSX share code: TUC
JSE share code: TTO
OTCQX share code: TSCHY
ISIN Number: NA000A0RF067
(“Trustco” or “the Group”)
CAUTIONARY ANNOUNCEMENT
Trustco shareholders are referred to the announcement released on SENS on 23 August 2021 (“August
SENS Announcement”) regarding the agreement (“Management Agreement”) entered into between
Next Capital Ltd (“Next”) and Trustco in terms of which Next has been appointed to provide the
management services as set out in the August SENS Announcement, to Trustco, for which Next shall
earn a fee from Trustco for the provision of such services (“Management Fee”).
As per the August SENS Announcement, the Management Fee shall be calculated based on a number
of objectives and their relative performance including Shareholder Return Based Metrics where Next
shall be compensated via the issue of Trustco Shares should the share price of a Trustco share remain
at agreed levels, for a period of at least 90 days on a Volume Weighted Average Price basis
(“Shareholder Return Based Metric Shares”).
The entering into of the Management Agreement was classified as a Category 1 Related Party
transaction in terms of the Listings Requirements of JSE Limited (“Listings Requirements”). However,
the issue of the Shareholder Return Based Metric Shares has since been deemed to be a specific issue
of shares for cash as per paragraph 5.51 of the Listings Requirements. A circular therefore containing
the full details of the Management Agreement including the issue of the Shareholder Return Based
Metric Shares and incorporating a notice convening the required general meeting of Shareholders will
be distributed to Shareholders in due course.
The issue of the Shareholder Return Based Metric Shares requires the information as set out in
paragragh 11.20 of the Listings Requirements to be disseminated via SENS. As certain of the
information as required by paragragh 11.20 cannot be disseminated at this point, including the effects
of the issue on net asset value per share, net tangible asset value per share, earnings per share,
headline earnings per share, diluted earnings and headline earnings per share, Shareholders are
advised to exercise caution when dealing in the Company’s securities until all of the information
required to be disseminated as per paragragh 11.20 of the Listings Requirements has been released.
Windhoek, Namibia,
11 October 2021
Komada Holdings (Pty) Ltd
Company Secretary and Investor Relations Services to Trustco Group Holdings Limited
JSE Sponsor
Vunani Sponsors - Johannesburg
NSX Sponsor
Simonis Storm Securities Proprietary Limited – Windhoek
OTCQX Sponsor
J.P Galda & Co – New York
Date: 11-10-2021 02:40:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
