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Update regarding the combined circular, posting of specific repurchase circular and notice of general meeting
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”)
UPDATE REGARDING THE COMBINED CIRCULAR, POSTING OF SPECIFIC REPURCHASE CIRCULAR
AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
Trustco shareholders (“Shareholders”) are referred to the announcements published on the Stock
Exchange News Service (“SENS”) on 17 October 2016, 17 November 2016, 18 November 2016 and 24
November (collectively, the “Announcements”) (and using the terms defined therein for the purposes of
this announcement unless otherwise stated) wherein Shareholders were advised of the terms of the
Specific Repurchase and the Amendments to the Huso Transaction.
The Specific Repurchase and the Amendments to the Huso Transaction, will be referred to collectively as
the “Transactions” in this announcement.
2. UPDATE REGARDING THE COMBINED CIRCULAR
Shareholders were advised in the announcement dated 24 November 2016 that a combined circular
regarding the Transactions and incorporating a notice of general meeting would be posted to Shareholders
in January 2017.
Due to practical reasons, Trustco has since elected to issue two circulars, one for the Specific Repurchase
(“Specific Repurchase Circular”) and another for the Amendments to the Huso Transaction (“Huso
Circular”). The posting of the Specific Repurchase Circular is dealt with in paragraph 3 below.
Details regarding the posting of the Huso Circular will be provided in due course.
Consequently, separate general meetings will be held for each of the Specific Repurchase and the
Amendments to the Huso Transaction.
3. POSTING OF THE SPECIFIC REPURCHASE CIRCULAR
The Specific Repurchase Circular has been posted to Shareholders today and contains inter alia:
- details of the Specific Repurchase; and
- a notice convening a general meeting of Shareholders (“Specific Repurchase General Meeting”).
Shareholders are advised to review the Specific Repurchase Circular for a summary of the key terms and
conditions of the Specific Repurchase.
4. IRREVOCABLE UNDERTAKING UPDATE
As at 3 January 2017, being the last practicable date prior to the finalisation of the Specific Repurchase
Circular, Trustco had received an irrevocable undertaking, to vote in favour of the resolutions pertaining to
the Specific Repurchase (“Undertaking”) from a Shareholder representing 53.77% of the total number of
shares eligible to vote at the Specific Repurchase General Meeting.
Trustco has subsequently received additional Undertakings, such that, at the date of this announcement,
Shareholders representing 83.11% of the total number of shares eligible to vote at the Specific Repurchase
General Meeting have provided Undertakings.
5. NOTICE OF THE SPECIFIC REPURCHASE GENERAL MEETING
The Specific Repurchase General Meeting will be held at Trustco House, 2 Keller Street, Windhoek,
Namibia, on Tuesday, 14 February 2017 at 10:00 to consider and, if deemed fit, pass, with or without
modification, the resolutions necessary to implement the Specific Repurchase.
6. IMPORTANT DATES AND TIMES
The salient dates and times relating to the Specific Repurchase General Meeting are set out in the timetable
below (“Timetable”). Words and expressions in the Timetable and notes thereto shall have the same
meaning as assigned to them in the Specific Repurchase Circular.
Event 2017
Record date to determine which Shareholders are entitled to receive the Friday, 6 January
Circular
Circular posted to Shareholders and Notice convening the General Meeting Thursday, 12 January
published on SENS on
Last Day to Trade Shares in order to be recorded in the Register to vote at Tuesday, 31 January
the General Meeting (see note 2 below)
Record Date for Shareholders to be recorded in the Register in order to be Friday, 3 February
eligible to vote at the General Meeting
Forms of proxy for all Shareholders recorded on the Namibian Share Register
to be received by the Namibian Transfer Secretaries by 10:00 on Thursday, 9 February
Forms of proxy for Shareholders recorded on the South African Register to
be received by the South African Transfer Secretaries by 10:00 on Friday, 10 February
General Meeting to be held at 10:00 on Tuesday, 14 February
Results of General Meeting published on SENS on Tuesday, 14 February
Notes:
1. The above dates and times are subject to amendment. Any such amendment will be published on SENS.
2. Shareholders should note that, as transactions in Shares are settled in the electronic settlement system used by
Strate, the settlement of the trade takes place three business days after such trade. Therefore, Shareholders who
acquire Shares after the Last Day to Trade will not be eligible to vote at the General Meeting.
3. All times given in the Circular are local times in Namibia and South Africa.
Windhoek, Namibia
12 January 2017
Amanda Bruyns
Company Secretary
Trustco Group Holdings Limited
JSE Transaction Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
NSX Sponsor
Simonis Storm Securities (Pty) Ltd
Date: 12/01/2017 09:22:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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