TRUSTCO GROUP HOLDINGS LIMITED - Proposed Specific Repurchase of Trustco Shares for Cash

Proposed Specific Repurchase of Trustco Shares for Cash

Trustco Group Holdings Limited
Incorporated in the Republic of Namibia
(Registration number 2003/058)
NSX share code: TUC
JSE share code: TTO
ISIN Number: NA000A0RF067
(“Trustco” or “the Company”)

PROPOSED SPECIFIC REPURCHASE OF TRUSTCO SHARES FOR CASH

1. INTRODUCTION

   Shareholders are advised that Trustco, together with Trustco Life Limited (“Trustco Life”),
   a wholly owned subsidiary of Trustco, (collectively referred to hereafter as the “Purchasers”)
   concluded an agreement of sale (the “Agreement”) with Buckley Capital Partners LP and
   Buckley Capital Advisors LLC (the “Sellers”) on 14 October 2016 (the “Signature Date”),
   in terms of which the Purchaser will repurchase 41 806 778 ordinary shares of Trustco from
   the Sellers, representing 5.4% of the issued share capital, at NAD4.80 (“Repurchase Price”)
   per share on 31 January 2018 (the “Specific Repurchase”).

2. TERMS AND CONDITIONS OF THE SPECIFIC REPURCHASE

   The Repurchase Price represents a premium of 42% to the 30 day volume weighted average
   price of NAD3.38 cents as at 13 October 2016 being the date prior to the Signature Date.
   The Specific Repurchase remains subject to the fulfillment of the conditions precedent being
   met on or before 31 January 2017 (“Effective Date”), of which the material conditions are:

   -  the board of directors of the Purchasers approving all requisite resolutions to implement
      the Specific Repurchase;
   -  the shareholders of the Company passing a special resolution authorising the Company to
      repurchase the shares as contemplated in the Agreement, including for the purposes of
      paragraph 5.69(b) of the JSE Listings Requirements and section 89(1) and (2) of the
      Companies Act No. 28 of 2004 of Namibia (“Namibian Companies Act”), and such
      special resolution is registered with the Namibian registrar of companies as required in
      terms of section 211 of the Namibian Companies Act;
   -  Trustco obtaining the necessary approvals as required by the exchange operated by the
      JSE Limited (“JSE”) and Namibian Stock Exchange.

    The effective date of the Specific Repurchase will be the day following which the last condition
    precedent is met.

3. THE REPURCHASE CONSIDERATION

   The aggregate purchase consideration for the Specific Repurchase will be NAD200 672 534.40
   (“Repurchase Consideration”).

   On 31 January 2018 (the “Transfer Date”), the Purchaser will deliver the Repurchase
   Consideration to the Sellers and the Sellers will transfer the ownership of the shares into the
   name of the Purchaser.

   The Sellers will not be entitled to any right, title or benefit which will befall the shares after
   the Effective Date. The Repurchase Consideration will be reduced by deducting the amount
   of any dividends (net of withholding or any other taxes applicable thereto) lawfully declared
   and paid to and received by the Sellers and/or dividends or payments declared where the
   shares qualify on record to receive the dividends in question.
   With the exception of activity amongst the Sellers, the Sellers will not be entitled to cede,
   assign, pledge or encumber the shares in any way from the Signature Date until the Transfer
   Date.

4. JSE LISTINGS REQUIREMENTS

   In terms of the JSE Listings Requirements, the Specific Repurchase requires the approval of
   a special resolution achieving a 75% majority of the votes cast in favour thereof by all
   shareholders present or represented by proxy at the general meeting, excluding participants
   and their associates. Accordingly, in terms of paragraph 5.69(b) of the JSE Listings
   Requirements, the Sellers (who hold 41 806 778 Trustco ordinary shares), and their
   associates will be excluded from voting on the Specific Repurchase. The presence of the
   Sellers will however, form part of the quorum at the general meeting.

5. FINANCIAL EFFECTS AND CAUTIONARY ANNOUNCEMENT

   Shareholders of Trustco are advised that a further announcement setting out the financial
   effects of the Specific Repurchase will be released on the Stock Exchange News Service of
   the JSE (“SENS”) in due course.

   Shareholders are advised to continue to exercise cautionary when dealing in the Company’s
   securities until a further announcement is made.

   On completion of the Specific Repurchase, the number of treasury shares will increase to
   41 806 778 representing 5.4% of the issued share capital.

6. CIRCULAR TO TRUSTCO SHAREHOLDERS

   A circular containing full details of the Specific Repurchase, as well as a notice to convene a
   general meeting of Trustco shareholders in order to consider and, if deemed fit, to pass with
   or without modification, the resolutions necessary to approve and implement the Specific
   Repurchase, will be sent to Trustco shareholders in due course and will be announced on
   SENS.

Windhoek, Namibia
17 October 2016

Amanda Bruyns
Company Secretary: Trustco Group Holdings Limited

Corporate advisor and JSE Sponsor: Sasfin Capital (A division of Sasfin Bank Limited)
NSX Sponsor: IJG Securities (Pty) Ltd

Date: 17/10/2016 04:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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