Wrap Text
GEN – General – Trustco Group Holdings Limited
GEN – General – Trustco Group Holdings Limited
Update in the JSE’s decision on its proactive monitoring review for Trustco Group Holdings
Limited (“Company” or “Trustco”) financial results.
We refer to:
1. the JSE’s SENS announcement of 11 November 2020 which informed stakeholders of
the process followed and the decisions made by the JSE in respect of the Company as
it relates to their Annual Financial Statements for the year ended 31 March 2019 and
interim results for the 6 months ended 30 September 2019 and the JSE’s views and
decision that Trustco’s financial information does not comply with the JSE’s Listings
Requirements ("the JSE's Decision");
2. the JSE’s SENS announcement of 22 November 2021 which informed stakeholders that
the Company's application to the Financial Services Tribunal (“the Tribunal”) for a
reconsideration of the JSE’s decisions in terms of the Financial Sector Regulation Act
was dismissed by the Tribunal on 22 November 2021 ("the Tribunal's Ruling").
Following the dismissal of the Company's application to the Tribunal, the Company was
required to implement the JSE's Decision by implementing the following corrective action:
A. Restating the Company’s Annual Financial Statements for the year ended 31 March
2019 to account for the following prior period errors:
1. Reversing the N$546m gain previously recognised in profit and loss and recognising
this ‘credit amount’ to reduce the common control reserve initially recognised in
equity as a result of the Huso acquisition (referral 1);
2. Reversing the reclassification of the Elisenheim properties (incorrectly reclassified
to investment properties) and consequently reversing the N$693m gain (presented
as revenue of N$984m and cost of sales of N$291m) from profit and loss (referral
2); and
B. Restating the Company’s interim results for the 6 months ended 31 September 2019
to account for the following prior period error:
3. Reversing the N$1bn gain previously recognised in profit and loss and accounting for
this as a transaction with an equity participant i.e. recognising the credit directly in equity
(referral 1).
The restatement of both the Annual Financial Statements and interim results was required to
be effected in accordance with IAS 8, and in particular paragraphs 42 and 49 thereof.
On 1 December 2021, the Company published a SENS in which, inter alia, it criticised the
JSE's Decision and requested shareholders to participate in non-binding advisory votes on
various key issues which were the subject of and had already been determined by the JSE's
Decision.
Following correspondence exchanged between the JSE and the Company in relation to its
failure, and/or refusal to comply with the JSE's Decision, the Listing Requirements and
Tribunal's Ruling, the JSE notified the Company of its decision to suspend the listing of its
securities on 13 December 2021 ("the Suspension Decision").
On 17 December 2021, the Company provided its written objections to the Suspension
Decision. One of the Company's objections was that it would be premature to implement the
Suspension Decision prior to it publishing its audited financial statements for the year ended
31 August 2021, which was the earliest it would be able to give effect to the JSE's Decision.
The Company indicated that it anticipated it would be able to publish its audited financial
statements by 31 January 2022.
On 1 February 2022, the Company published its audited financial statements but did not
implement the JSE's Decision and instead, confirmed its intention to apply to the High Court
to review the Tribunal's Ruling in terms of the Promotion of Administrative Justice Act No. 3 of
2000. On the same date, the Company published a SENS announcement indicating that it
had filed its review application against the against the Tribunal's Ruling.
Although the Tribunal's Ruling is now subject of a review application, it remains valid, binding
and enforceable until it is set aside or suspended by a court. In the circumstances, Trustco
remains in breach of the JSE's Decision, the Listing Requirements and the Tribunal's Ruling.
In the circumstances, having considered Trustco's objections to the Suspension Decision,
including the reasons for its refusal to comply with its obligations as aforesaid, and the
contents of the annual financial statements that it published on 31 January 2022, the JSE has
decided to dismiss Trustco's objection and confirm the Suspension Decision.
Trustco has a right to seek a suspension of the Suspension Decision, and has requested from
the JSE a notice period between confirmation of the Suspension Decision and its
implementation, in order to enable it to seek urgent injunctive relief to stay the implementation
of such decision (if so advised). The JSE has considered Trustco's request and has agreed
to suspend the implementation of the Suspension Decision on the following terms:
1. should Trustco wish to initiate any legal proceedings, and obtain the relief it deems
necessary to obtain, on an urgent basis, in the form of an order from a competent tribunal
directing that the implementation of the Suspension Decision is suspended pending the
outcome of an application for reconsideration of such decision, such process must be
initiated and delivered by 15h00 on Friday, 18 February 2022;
2. upon receipt of such process, the JSE will suspend the implementation of the
Suspension Decision until 15h00 on 11 March 2022, to allow for these proceedings of
first instance to run their course;
3. if Trustco does not initiate and deliver any legal process by 15h00 on 18 February 2022,
or if it does so, but in any event fails to obtain the appropriate relief by 15h00 on
11 March 2022, the JSE will immediately implement the Suspension Decision without
further notice to Trustco.
This announcement has been placed by the JSE in the interests of existing and potential
shareholders of Trustco. The accuracy and reliability of financial information published by
companies is of critical importance in ensuring a fair, efficient and transparent market, and it
is therefore imperative that the market is notified of the JSE's decision.
14 February 2022
Date: 14-02-2022 05:27:00
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.
Sharenet Sites 
