TRUSTCO GROUP HOLDINGS LIMITED - Update on the Herboths Transaction, Resources Transaction and LSH Transaction

Update on the Herboths Transaction, Resources Transaction and LSH Transaction

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 Company”)

UPDATE ON THE HERBOTHS TRANSACTION, RESOURCES TRANSACTION AND LSH TRANSACTION

Shareholders are referred to the following:

•   The announcement released on SENS on 11 February 2020, in respect of the disposal by Trustco Property
    Holdings (Proprietary) Limited of 100% of the issued share capital of Herboths Property Development
    (Proprietary) Limited to Constantia Risk and Insurance Holdings Limited (“Herboths Transaction”) and the
    announcement released on 22 April 2020 regarding an extension afforded by the JSE Limited in respect of
    the posting of the circular in respect of the Herboths Transaction; and

•   The announcement released on SENS on 20 March 2020 regarding the sale of shares and option agreement
    in terms of which Riskowitz Value Fund LLP will acquire 52 shares amounting to 1.3% of the issued share
    capital of Trustco Resources (Proprietary) Limited a wholly owned subsidiary of Trustco and an option to
    acquire up to a further 148 shares amounting to 3.7% of the issued share capital of Trustco Resource
    (“Resources Transaction”); and

•   The announcement released on SENS on 27 March 2020 regarding the acquisition by Conduit Capital Limited
    of 100% of the issued ordinary share capital of Legal Shield Holdings Limited from Trustco and Riskowitz
    Value Fund LLP (“LSH Transaction”);

    collectively herein after as the “Transactions”.

All these Transactions require circulars to be issued to shareholders.

In the SENS announcement setting out the terms of the LSH Transaction, Shareholders were advised that Trustco
would end up in a pyramid structure as set out in Section 14 of the JSE Listings Requirements and that Trustco
were reviewing alternatives to resolve the pyramid structure. Trustco engaged with the JSE on various
alternatives to resolve the pyramid structure and are waiting for a formal ruling from the JSE in this regard.

The JSE therefore granted an extension to 31 July 2020 regarding the posting of all of the above circulars in
respect of the Transactions.

4 June 2020

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: 04-06-2020 04:50:00
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