TRUSTCO GROUP HOLDINGS LIMITED - Trustco's Listing Suspended

Trustco's Listing Suspended

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”)


TRUSTCO'S LISTING SUSPENDED


1.   Trustco refers to the announcement published on SENS on 8 August 2022 in
     terms whereof Shareholders were updated on the dispute between Trustco and
     the JSE, over a period of more than 2 (two) years.


2.   Subsequently the review and setting aside application of the reconsideration
     decision taken by the JSE, and the Financial Services Tribunal ("the FST")
     ("Review Application") was heard on 7 September 2022 by Honourable Judge
     Potterill and on 7 November 2022 the Honourable Judge handed down her
     decision, dismissing Trustco's Review Application.


3.   Judge Potterill noted in her judgement that, “Trustco acted bona fide in using the
     methodology it did when recording the financial transactions. The recording was
     done pursuant to engagement with expert IFRS advisors as well as independent
     external advisors.”


4.   However, she continued, “I can understand that would-be-interference in bona
     fide actions result in frustration and anger. But, the reality is, we live in a
     necessary controlled world. A company listed on the JSE has to comply with the
     JSE regulatory framework. […] Trustco must adhere to these decisions and
     restate accordingly.”


5.   Following this judgement, trading of Trustco’s shares were suspended on the
     JSE. Trustco now has actionable evidence that its financials will need to be
     restated after Judge Potterill ruled that the FST decision of 22 November 2021
     stands.


6.   Trustco remains listed on the JSE and will abide by the Listings Requirements.
     Trustco shall, in the interest of all stakeholders, proceed to restate its financial
     statements, subject to its right to appeal against the decision, and without
     prejudice to any other legal rights and remedies it might have in law.


7.   It is expected that the suspension of the trading of shares will be lifted once
     Trustco publishes the audited restatement of its financials as directed.


8.   Trustco’s Group MD, Dr Quinton van Rooyen, noted, “It is an unfortunate but
     necessary step that a court order is required to override the bona fide actions
     and representations of our independent board and auditors. With this court order,
     we will comply to restate our financials as directed by the JSE.”


9.   Trustco is currently engaging with its auditors and external advisors to comply
     with the directive and expects that it will be able to restate its financials alongside
     its current period financials.


Shareholders are also welcome to contact the company secretary for more information
at komada@tgh.na.




Windhoek, Namibia,
7 November 2022


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


JSE Sponsor
Vunani Sponsors (Pty) Ltd – Johannesburg


NSX Sponsor
Simonis Storm Securities Proprietary Limited – Windhoek


OTCQX Sponsor
J.P Galda & Co – New York

Date: 07-11-2022 03:00:00
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