TRUSTCO GROUP HOLDINGS LIMITED - Dealings in Trustco Securities by an associate of Dr Quinton van Rooyen

Dealings in Trustco Securities by an associate of Dr Quinton van Rooyen

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

ISIN Number: NA000A0RF067

(“Trustco” or “the Company”)



Dealings in Trustco Securities by an associate of Dr Quinton van Rooyen

Background

Trustco Shareholders (“Shareholders”) are referred to the SENS announcements published on 20 and 25
February 2019, in terms whereof it was announced that Dr van Rooyen and his associates disposed of a portion
of their shareholdings in Trustco.

Dealing by associate of a Director

In compliance with paragraphs 3.63 to 3.74 of the Listings Requirements, the Company discloses the
following dealings in securities by an associate of an executive director of Trustco:

Name of Director:                                    Dr Quinton van Rooyen

Designation:                                         CEO of Trustco and executive director

Date of transaction:                                 5 March 2019

Number of Securities:                                50 909 091

Price per security (cents):                          550 cents

Value of transaction:                                USD 20 000 000 (ZAR Indicator off)

Nature of transaction:                               Off-market sale of shares

Class of Security:                                   Ordinary shares

Name of associate:                                   Le Hugo Investments

Nature of interest:                                  Direct beneficial

Clearance obtained:                                  Yes



•    The amount realised from the sale of the abovementioned shares will be deployed as part of the Loan
     of up to NAD 1 Billion (“Loan”) in terms of the Related Party Circular approved by Shareholders on 22
     January 2019.

•    As advised in the Related Party Circular, the capital amount is earmarked to be deployed for growth
     throughout the Group, but primarily in the resources segment to continue development of the Meya
     Project:

     -    Meya is in the process of evaluating various options to increase the overall mine configuration and
          achieve an optimal mine plan. This includes plant optimisation and acquiring additional mining fleet
          as well as securing a 25-year mining licence in due course. Production is expected to more than
          double with this capital invested.

     -    The banking and finance segment will also benefit from the Loan by: financing growth of the
          Trustco Finance student loan book to a target of NAD1 billion in the next 18 months; and further
          capitalising Trustco Bank to provide mortgage bonds in the Namibian property market, SME loans,
          personal loans and commercial loans. Trustco Bank’s ability to fund mortgage loans to buyers of
          the Group’s properties is a material competitive advantage. (Shareholders are referred to the SENS
          announcement regarding the update in the insurance segment in re: Namibian Land Conference
          dated 8 October 2018)

     -    The insurance segment (and its investments) will be capitalised taking cognisance of the current
          market conditions.

     -    A portion of the amount may also be used in the current debt restructuring programme (details of
          which were released on SENS on 31 August 2018) in order to align the Company’s capital structure
          with the Company’s growth ambitions.

•    Shareholders are further advised that no change of control occurred as a result of this transaction.

•    As a result of this transaction Dr Van Rooyen and its associates together with Trustco have concluded
     their on-market sales of Trustco shares.

•    The proceeds of this transaction accelerates Trustco’s ability to create value across its business divisions,
     increases liquidity in the Trustco share, and allows the company to consider various corporate actions
     which may unlock value for shareholders.




Amanda Bruyns

Company Secretary: Trustco Group Holdings Limited

Windhoek, Namibia

5 March 2019


JSE Sponsor

Vunani Corporate Finance

NSX Sponsor

Simonis Storm Securities Proprietary Limited

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