TRUSTCO GROUP HOLDINGS LIMITED - Management Agreement Renewal And Withdrawal Of Cautionary Announcement

Management Agreement Renewal And Withdrawal Of 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 “Company”)


MANAGEMENT AGREEMENT RENEWAL AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT


1.   INTRODUCTION


Shareholders are referred to the announcement published on SENS on 23 August 2021 and
the subsequent renewal of the cautionary announcements, the latest dated 19 July 2023
regarding the agreement (“Management Agreement”) entered into between Next Capital
Pty Ltd (“Next”) and Trustco. In terms of the Management Agreement Next has been
appointed to provide the management and investment services to Trustco, for which Next
shall earn a fee from Trustco for the provision of such services (“Management Fee”). The
Management Agreement was approved by the Trustco Board on 21 August 2021.


Next is the investment entity of Dr Quinton van Rooyen, who is the Chief Executive Officer
and Managing Director of Trustco and majority shareholder. Dr Quinton van Rooyen is a
director and shareholder of Next. Trustco has been managed by the founding family since
inception in 1992 and the latest management agreement expired 31 March 2021. This
management agreement aligns management performance with shareholders expectations.





2.   MANAGEMENT AGREEMENT


Shareholders are reminded of the terms of the Management Agreement as published on 23
August 2021, for which Trustco obtained irrevocable undertakings from the minority
shareholders to approve the Management Agreement. Trustco shall now commence with
the circular process to formally obtain shareholders' approval.


With the management agreement in place, Trustco’s succession planning process and
continuity of leadership strategy has been secured for the next 10 years.


3.   FINANCIAL INFORMATION


The implementation of the management agreement by the group with effect from 1 April
2021 will result in cumulative management fees of NAD 87 million to 28 February 2023.
Since 1 April 2021, no provision has been made for management fees.


Consequently, the effect on the unaudited interim results for the six months ended 28
February 2023 will be a decrease of net asset value and an increase of net loss before tax
of the group by NAD 87 million. For the same reporting period, basic and headline loss per
share will increase by 9 cents. The unaudited interim results of Trustco for the six months
ended 28 February 2023 were prepared in accordance with IFRS.


4.   WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT


With the publication of the financial effect of the transaction, shareholders are advised that
caution is no longer required to be exercised when dealing in the Company’s securities
regarding the Management Agreement.


Trustco’s Deputy CEO, Quinton Z van Rooyen, noted; "The renewal of the management
agreement provides indispensable continuity of leadership for the next decade and steadfast
alignment between management incentives and shareholder interests. As Deputy CEO, I
am fully confident that this arrangement will further empower the talented management team
to maintain their steadfast focus on executing Trustco's long-term strategic vision and capital
allocation policies to unlock significant value. While the agreement will have a short-term
accounting impact, we firmly believe that the immeasurable benefits of retaining our
experienced leadership far outweigh the costs. Trustco boasts a proven track record of
superior historical returns. With the agreement renewed, we have reinforced the framework
to deliver on Trustco's next phase of value accretion in line with the Board formulated
strategy.”


Any enquiries can be sent via email to the company secretary at komada@tgh.na.


Windhoek, Namibia,
15 August 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: 15-08-2023 03:10:00
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