TRUSTCO GROUP HOLDINGS LIMITED - Trustco: Share Consolidation (Reverse Stock Split) for Global Market Alignment

Trustco: Share Consolidation (Reverse Stock Split) for Global Market Alignment

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)
JSE share code: TTO
NSX share code: TUC
OTCQX share code: TSCHY
ISIN Number: NA000A0RF067
("Trustco" or "Company")


TRUSTCO: SHARE CONSOLIDATION (REVERSE STOCK SPLIT) FOR GLOBAL
MARKET ALIGNMENT


1.     INTRODUCTION

1.1    Shareholders are referred to the announcement dated 8 August 2024 in terms whereof
       Trustco confirmed its plans to upgrade the American Depositary Receipts ("ADR")
       program to enhance presence in the US Capital Markets.

1.2    Shareholders are further referred to the announcement dated 11 June 2024 regarding
       the Terms Announcement of the Loan and Payment of Purchase Price Conversion
       transaction.

1.3    In the beforementioned SENS announcement, shareholders were advised that the
       Issuer would request shareholders to vote on the increase of the authorised share capital
       together with the corresponding amendment to the Group's Memorandum and Articles
       of Association ("Memorandum"). Subsequently, the board reconsidered its position.

1.4    The board of Trustco has approved and recommended to shareholders for approval, the
       consolidation of shares at a ratio of 20:1. The consolidation of shares coincides with the
       ADR ratio of 1:20 and ensures alignment between the ADR and the JSE trading
       platforms.


2.    CONSOLIDATION OF SHARES

2.1   The board approved and recommended to shareholders for approval, the consolidation
      of shares at a ratio of 20:1.


2.2   The Company's Memorandum allows for the consolidation of shares subject to approval
      by Shareholders.


2.3   The face value of the share will increase, but not the intrinsic value. Importantly, the
      consolidation will have no dilutionary effect on shareholders, as the proportional
      ownership of each shareholder remains unchanged, ensuring a streamlined and more
      efficient trading experience for both domestic and international investors.


3.    RATIONALE


3.1   The rationale for the drive of the share consolidation initiative comes on the heels of
      Trustco's recently announced plans to upgrade its ADR program to Level 3, part of the
      company's strategy to expand its presence in the U.S. capital markets. ADRs are U.S.
      dollar-denominated negotiable certificates issued by a U.S. depository bank,
      representing ownership of shares in a non-U.S. company.


3.2   The consolidation of shares coincides with the ADR ratio of 1:20 and ensure alignment
      between the ADR and the JSE trading systems.


3.3    The decision to consolidate the shares is based on market consideration. By reducing
       the issued shares increases the value per share and could create a higher market
       certainty.


3.4    Reducing the number of issued shares could increase per-share value, creating greater
       market certainty during trading volatility.


4.     BEFORE AND AFTER SHARE CAPITAL STRUCTURE

       Currently, there are 987,238,581 ordinary shares in issue.           Subsequent to the
       consolidation of shares, there will be 49,361,929 ordinary shares in issue.


5.     CIRCULAR AND NOTICE OF GENERAL MEETING

       In accordance with the JSE LR 16.5(b), a circular containing full details and a notice
       convening a general meeting at which shareholders will be requested to approve
       the consolidation of share capital, together with the corresponding amendment to
       the Memorandum will be made available to shareholders following approval from
       the JSE.



6.    Board Responsibility


      The Trustco Board, individually and collectively, accepts full responsibility for the
      accuracy of the information contained in this announcement. In addition, the Trustco
      Board certifies that to the best of its knowledge and belief, the information contained
      in this announcement solely pertaining to the Group is true and, where appropriate,
      does not omit anything that is likely to affect the importance of the information
      contained herein, and that all reasonable enquiries to ascertain such information have
      been made.



Windhoek, Namibia,
14 August 2024


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: 14-08-2024 04:37:00
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