TRUSTCO GROUP HOLDINGS LIMITED - Renewal of Cationary

Renewal of Cationary

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 “Company”)


RENEWAL OF CAUTIONARY ANNOUNCEMENTS


1.       INTRODUCTION


Shareholders are referred to the renewal of the cautionary announcement dated 24 January
2023 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 to Trustco, for which Next shall earn a fee from Trustco for the
         provision of such services (“Management Fee”); and
     •    the cautionary announcement dated 15 November 2022 regarding the term sheet in
         terms wherein Trustco Resources (Mauritius) (“Trustco Resources”) a 100% owned
         subsidiary of Trustco Resources (Proprietary) Limited and Meya a 65% owned
         subsidiary of Trustco Resources, Germinate (SL) Limited (“Germinate”) a 35%
         shareholder of Meya and SJSL (“the Parties”) entered into a term sheet in terms of
         which SJSL shall subscribe for such number of shares (“Subscription Shares”) in
         Meya (“the Transaction”).



2.   MANAGEMENT AGREEMENT CAUTIONARY RENEWAL


Shareholders are reminded that Trustco obtained irrevocable undertakings from the minority
shareholders to approve the Management Agreement, which was announced on the
previously released cautionary announcement renewal.


Shareholders are advised that as certain of the information as set out in paragraph 11.20 of
the Listings Requirements has not been disseminated, shareholders are accordingly
advised to continue to exercise caution when dealing in Trustco securities until all the
information required to be disseminated as per paragraph 11.20 of the Listings
Requirements has been published on SENS.


3.   RESOURCES TRANSACTION CAUTIONARY RENEWAL


Shareholders are advised that the Definitive Agreements are being concluded and the JSE
has been engaged for a ruling regarding the categorisation of the Transaction.
Shareholders would be updated on the progress in this matter.


Trustco believes the Transaction, if successfully concluded, will have a material effect on
the price of the Company’s securities, once the suspension has been lifted.


4.   CONCLUSION


Accordingly, Shareholders are advised to exercise caution when dealing in the Company’s
securities until a further announcement regarding the Transaction is made. Any enquiries
can be sent via email to the company secretary at komada@tgh.na.


Windhoek, Namibia,
7 March 2023
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: 07-03-2023 04:10:00
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