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Short-Form Announcement: Audited Results for the 11 Months Ended 31 August 2021, Posting of IAR and Notice of AGM
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 Group”)
SHORT-FORM ANNOUNCEMENT: AUDITED CONSOLIDATED RESULTS FOR THE 11 MONTH PERIOD
ENDED 31 AUGUST 2021, POSTING OF INTEGRATED ANNUAL REPORT AND NOTICE OF ANNUAL
GENERAL MEETING
1. Highlights
• An increase in headline losses by 201% to a NAD 766 million headline loss compared to the
headline loss of NAD 254 million as per the audited results for the 18 months ended 30
September 2020 (“Previous Results”).
• An increase in basic losses by 228% to a NAD 872 million loss compared to the basic loss of
NAD 266 million as per the Previous Results.
• Revenue decreased by 49% to NAD 313 million compared to revenue of NAD 618 million as
per the Previous Results.
• Loss after tax increased by 188% to a loss of NAD 988 million compared to a loss after tax of
NAD 343 million as per the Previous Results.
• Headline loss per share (“HLPS”) increased by 156% to a HLPS of 48.81 cents compared to
HLPS of of 19.06 cents as per the Previous Results.
• Basic loss per share (“LPS”) increased by 178% to a loss per share of 55.55 cents compared to
a LPS of 19.95 cents as per the Previous Results.
• No dividends have been declared for the 11 months ended 31 August 2021 which is
unchanged from the dividends declared as per the Previous Results.
2. Audited results
The annual financial statements for the 11 months ended 31 August 2021 (“Audited Results”)
were audited by Nexia SAB&T (“JSE Accredited Auditors”), who expressed an unmodified audit
opinion, containing an Emphasis of Matter paragraph related to the JSE Limited proactive
monitoring process and the litigation with Helios Oryx Limited both of which are summarized
below:
• JSE Limited Pro-Active Monitoring Process
Attention is drawn to the proactive monitoring process and the instruction received by the JSE
Limited to restate the annual financial statements for the period ended 31 March 2019 and
unaudited interim results for the six month ended 30 September 2019, as well as management’s
steps taken with regard to the instruction. Shareholders are referred to the announcement
published on SENS on 31 January 2022, confirming that Trustco filed its review application.
• Helios Oryx Limited Litigation
Attention is drawn to the ongoing litigation against Helios Oryx Limited relating to the facility
agreement entered into between the parties amounting to NAD332 million as at 31 August
2021, as well as the security provided against the facility and a counterclaim against Helios in
favor of Trustco, both in the United Kingdom and in Namibia.
In this regard, the Company wishes to inform shareholders that the integrated annual report,
the full auditors report, inclusive of key audit matters in respect of the Audited Results are
available on the Company's website at https://www.tgh.na/investors/results-centre/ and have
been published at https://senspdf.jse.co.za/documents/2022/jse/isse/tto/Aud2021.pdf
3. Posting of Integrated annual Report
Trustco shareholders (“Shareholders”) are advised that the Company’s integrated annual
report, incorporating the audited consolidated annual financial statements for the 11-month
period ended 31 August 2021 and the notice of the annual general meeting (“AGM”) of the
Company has been distributed to shareholders today 1 February 2022 to all shareholders
recorded in either the South African or Namibian register on Friday, 21 January 2022.
4. Notice of Annual General Meeting
Notice is hereby given that the AGM of Shareholders of the Company in respect of the 11
months ended 31 August 2021 will be held at Trustco House, 2 Keller Street, Windhoek and
conducted by way of and will be accessible to shareholders through electronic communication
on Thursday 17 March 2022 at 12h00.
A shareholder, representative, or proxy for a shareholder who wishes to participate in the AGM
via electronic communication (“Participants”), should apply in writing to the group’s company
secretary, by posting the application incorporated in the integrated annual report or send such
application via email to komada@tgh.na at least seven (7) business days prior to the AGM to
arrange for shareholder (or representative or proxy) to provide reasonable satisfactory
identification to the transfer secretaries with details on how to access the AGM by means of
electronic participation.
The record date for the purposes of determining which Shareholders of the Company are
entitled to participate in and vote at the AGM is Friday, 11 March 2022. Accordingly, the last
day to trade Trustco shares in order to be recorded in either the South African or Namibian
register to be entitled to vote at the AGM will be Tuesday, 8 March 2022.
Proxy forms for Namibian shareholders should be lodged with the Namibian transfer secretary
being Namibia Transfer Secretaries (Pty) Ltd at 4 Robert Mugabe Avenue Windhoek Namibia or
posted to Po Box 2401 Windhoek Namibia.
Proxy forms for South African shareholders should be lodged with the South African transfer
secretary being Computershare Investor Services (Pty) Ltd at Rosebank Towers 15 Biermann
Ave Rosebank, South Africa or posted to Po Box 61051 Marshalltown 2107 South Africa.
Proxy forms must be received by either the Namibian Transfer Secretary or the South African
Transfer Secretary no later than 12h00 on Tuesday, 15 March 2022 provided that any form of
proxy not delivered to either the transfer secretary by this time may be handed to the chairman
of the AGM prior to the commencement of the AGM, at any time before the appointed proxy
exercises any shareholder rights at the AGM.
5. Statement of Compliance and Basis of Preparation
This short-form announcement contains only a summary of the information in the full
announcement and does not contain the full and complete details and is the responsibility of
the directors.
Please refer to the full announcement released on SENS for additional information. In addition,
electronic copies of the full announcement may be requested and obtained, at no charge during
office hours from from the company secretary at komada@tgh.na, or from the sponsor at
sponsor@vunanicapital.co.za.
Any investment decisions by investors and/or shareholders should be based on consideration
of the full announcement made on Trustco’s website.
Windhoek, Namibia,
1 February 2022
Komada Holdings (Pty) Ltd
Company Secretary and Investor Relations Services to Trustco Group Holdings Limited
JSE Sponsor
Vunani Sponsors – Johannesburg
NSX Sponsor
Simonis Storm Securities Proprietary Limited – Windhoek
OTCQX Sponsor
J.P Galda & Co – New York
Date: 01-02-2022 07:10:00
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