TRUSTCO GROUP HOLDINGS LIMITED - Financial effects of the specific repurchase and withdrawal of cautionary announcement

Financial effects of the specific repurchase and withdrawal of cautionary announcement

Trustco Group Holdings Limited
Incorporated in the Republic of Namibia
(Registration number 2003/058)
NSX share code: TUC
JSE share code: TTO
ISIN Number: NA000A0RF067
(“Trustco” or “the Company”)

FINANCIAL EFFECTS OF THE SPECIFIC REPURCHASE AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

1. INTRODUCTION

    Shareholders are referred to the announcement published on the Stock Exchange News Service (“SENS”)
    on 17 October 2016 and are advised that Trustco, together with Trustco Life Limited (“Trustco Life”), a
    subsidiary of Trustco, (collectively “Purchaser”) concluded an agreement of sale with Buckley Capital
    Partners LP and Buckley Capital Advisors LLC (the “Seller”) in terms of which the Purchaser will repurchase
    41 806 778 Trustco ordinary shares (“Repurchase Shares”) from the Seller (“Specific Repurchase”). The
    Specific Repurchase represents 5.4% of the Company’s issued share capital, and will be effected at a price
    of at NAD4.80 per share.

2. FINANCIAL EFFECTS OF THE SPECIFIC REPURCHASE

    The Specific Repurchase will become effective on the day following which the last condition precedent is
    met which date may not be later than 31 January 2017, unless the parties agree otherwise (“Effective
    Date”).

    The total consideration for the Repurchase Shares of NAD200 672 534.40 will be funded out of existing
    cash resources and will be paid on the transfer date being 31 January 2018, on which date the Repurchase
    Shares will transfer to the Purchaser. The Purchaser may give notice to the Seller that it wishes to effect
    early payment (i.e. before 31 January 2018) of the purchase price in part (minimum of 25%) or as a whole
    and elect an earlier transfer date for the part or all of the Repurchase Shares (“Early Payment”);

    After taking into consideration the Company’s unaudited condensed consolidated interim results for the
    six months ended 30 September 2016 published on SENS on 16 November 2016, the impact of the Specific
    Repurchase on the Company’s financial information, on the assumption that the Early Payment option is
    not elected, will be, with effect from 31 January 2018 (unless otherwise stated):
    - a total cash outflow of NAD200 672 534.40;
    - dividends no longer being payable on the Repurchase Shares, after the Effective Date;
    - interest earned on the cash resources used to fund the Specific Repurchase being forgone;
    - the share capital of the Company decreasing to the extent that the Repurchase Shares are acquired
      by the Company and cancelled;
    - shares held in treasury increasing to the extent that the Repurchase Shares are acquired by Trustco
      Life or any other nominated subsidiary; and
    - the Repurchase Shares no longer being included for the purpose of calculating earnings per share
      and headline earnings per share once transferred to the Purchaser.

    Should an Early Payment option be elected, the impact of such early payment will be as above but
    effective from such early payment date, to the extent applicable.

3.  WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

    Shareholders are referred to the announcement published on 17 October 2016 wherein they advised of
    the Specific Repurchase and were advised to exercise caution when dealing in the Company’s securities
    until a further announcement with regard to the financial effects of the Specific Repurchase was made.
    Shareholders are advised that further to the information set out in this announcement regarding the
    financial effects of the Specific Repurchase, caution is no longer required to be exercised by Shareholders
    when dealing in their Trustco securities.

Windhoek, Namibia
18 November 2016

Amanda Bruyns
Company Secretary: Trustco Group Holdings Limited

Corporate advisor and JSE Sponsor: Sasfin Capital (A division of Sasfin Bank Limited)
NSX Sponsor: Simonis Storm Securities (Pty) Ltd

Date: 18/11/2016 03:31:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
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.