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Update on Non-Binding Advisory Vote
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 “the Group”)
UPDATE ON NON-BINDING ADVISORY VOTE
Trustco Shareholders are referred to the announcements released on SENS on 1 December 2021 and
3 December 2021 in terms whereof minority shareholders were encouraged to cast their non-binding
advisory votes on key matters. This non-binding advisory vote enabled Shareholders to express their
views after an interactive online session with board members and the independent non-executive
chairman of the board, Adv Raymond Heathcote SC. A large group of the minority Shareholders
indicated that they obtained independent financial and legal advice before casting their vote.
The online session was for the benefit of the minority Shareholders, who would ordinarily only be able
to engage the Chairman and the Board as a collective at an Annual General Meeting. The session was
attended by 76.73% of all the minority shareholders.
The calculation of the percentage of non-binding advisory votes was determined by using the total
issued shares (less treasury shares) and also excluding all shares held by the majority Shareholder and
his associates (approximately 64% of the total issued shares). Of the total remaining shares, 73.13%
of all minority Shareholders voted.
Of the Shareholders that voted before the deadline, the outcome of the non-binding advisory vote
was as follows:
No Key matter For Against Abstain
% of shares % of shares % of shares
that voted that voted that voted
1.1 To endorse and confirm the accounting treatment of the 99.25% 0% 0.75%
NAD 546 million loan forgiveness transaction by the
majority shareholder, Next Capital Limited as set out in
the audited financial statements (Note 26, Page 65 of the
March 2019 Annual Financial Statements).
1.2 To endorse and confirm the accounting treatment of the 99.24% 0.01% 0.75%
NAD 1 billion loan forgiveness transaction by the majority
shareholder, Next Capital Limited, as set out in the
audited financial statements (Note 27, Page 153 of the
September 2020 Financial Statements).
1.3 To endorse the accounting treatment of the property 99.24% 0.01% 0.75%
reclassification as set out in the audited financial
statements (Note 8, Page 49 of the March 2019 Annual
Financial Statements)
2.1 To confirm and endorse the auditors’ opinions as 99.25% 0% 0.75%
contained in the audited financial statements for the
financial year ending March 2019.
2.2 To confirm and endorse the auditors’ opinions as 99.25% 0% 0.75%
contained in the audited financial statements for the
financial period ending September 2020.
3 To confirm and agree that the Board followed due process 99.25% 0% 0.75%
and remains best placed to do so in the future, in
recommending the financial statements to the
shareholders for approval.
4.1 To endorse that the loan write-offs set out in 1.1 and 1.2 99.22% 0% 0.78%
above triggered a contractual earn-out clause in terms of
the amended Huso Transaction as approved by
Shareholders on 13 June 2017.
4.2 To endorse that the share issue at NAD 4.69 was in line 99.22% 0% 0.78%
with the amended Huso Transaction as previously
approved by Shareholders on 13 June 2017.
4.3 To endorse the amended Huso Transaction as approved 97.70% 0% 2.30%
by Shareholders on 13 June 2017.
4.4 To endorse the Related Party Loan Transaction (One 97.70% 0% 2.30%
Billion Namibia Dollar Loan) as approved by Shareholders
on 22 January 2019.
4.5 To confirm that the Board acted in the best interest of 97.72% 0% 2.28%
minority Shareholders by accepting the total of NAD1.546
billion loan write-offs by the majority shareholder to
Trustco.
5 To confirm that the information and disclosures 97.70% 0% 2.30%
(including pro forma financial information) presented to
Shareholders in the Huso circular, the amended Huso
circular and the audited financial statements were
adequate to approve the Huso Transaction, the amended
Huso Transaction and the Related Party Loan Transaction.
6.1 The Board is considering its options regarding the benefits 99.59% 0.36% 0.05%
of Trustco’s current listings. To move a listing to a more
beneficial exchange, a majority vote from minority
Shareholders is required. Should Trustco delist from the
JSE, Trustco would also automatically delist from the NSX
in Namibia and the OTCQX in the United States of
America.
To support the Board’s position that Trustco’s current
listings are not in the best interest of all Shareholders.
6.2 To support the Board’s position for Trustco to list on a 99.23% 0.02% 0.75%
business-friendly international exchange as soon as
practical.
7.1 To elect to remain as a Shareholder in an unlisted 99.94% 0.02% 0.04%
environment until Trustco relists on an international
stock exchange within a period of not more than 36
(thirty-six) months from the date of delisting from the JSE
(“Delisting Date”)
Should Trustco fail to relist on an international exchange
within 36 (thirty-six) months from the Delisting Date,
Shareholders may give notice of their intention to sell
their shares to Trustco at a price of 10% above the
average VWAP price of the TTO Share between the 1st of
January 2021 to the 30th of November 2021 plus 8.5%
compound interest from the Delisting Date to the end of
the 36 (thirty-six) month period.
7.2 To elect not to remain a Shareholder after delisting, with 93.85% 6.08% 0.07%
Trustco acquiring the Shareholder’s Trustco shares (“TTO
Shares”) within 36 (thirty-six) months from the Delisting
Date at a price of 10% above the average VWAP price of
the TTO Share between the 1st of January 2021 to the 30th
of November 2021.
8 As a minority Shareholder, to consent to a reduced 99.92% 0.04% 0.04%
timeframe for the above delisting transactions when a
formal vote is required.
9 To agree that any announced transactions currently in 99.24% 0% 0.76%
process be implemented subsequent to the potential
delisting.
10 To hold the responsible parties, jointly and severally, 98.08% 1.86% 0.06%
accountable for shareholder value destruction during the
process.
The Board welcomed the input as received from the minority Shareholders and noted the contents
thereof. The minority Shareholders concurred that they benefitted from the loan write-offs by the
majority Shareholder and therefore endorse it. The Shareholders further opined that they don’t
believe Trustco's current listings are in the best interest of all Shareholders.
“We take note of the direction minority Shareholders have indicated to us. The Board will consider
the outcome of the votes to develop an optimal roadmap forward for all Trustco Shareholders. I thank
each and every Shareholder who made their voice known in this non-binding advisory vote, despite
inconvenient time zones. We listened, and any action resulting from the engagement with minority
Shareholders, will be implemented in accordance with the Listings Requirements" said Chairman
Heathcote.
Windhoek, Namibia,
8 December 2021
Komada Holdings (Pty) Ltd
Company Secretary and Investor Relations Services to Trustco Group Holdings Limited
JSE Sponsor
Vunani Corporate Finance – Johannesburg
NSX Sponsor
Simonis Storm Securities Proprietary Limited – Windhoek
OTCQX Sponsor
J.P Galda & Co – New York
Date: 08-12-2021 03:20:00
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