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Announcement regarding a convertible loan agreement and withdrawal of cautionary announcement
TRUSTCO GROUP HOLDINGS LIMITED
Incorporated in the Republic of Namibia
(Registration number 2003/058)
(External registration number 2009/002634/10)
NSX Share Code: TUC
JSE Share Code: TTO
ISIN Number: NA000A0RF067
(“Trustco”, or “the Company”)
ANNOUNCEMENT REGARDING A CONVERTIBLE LOAN AGREEMENT AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
1. Introduction
Trustco shareholders (“Shareholders”) are advised that Trustco has entered into a
convertible loan agreement (“Agreement”) with Riskowitz Value Fund LP (“the Fund”)
dated 6 July 2017 (“Signature Date”).
In terms of the Agreement, the Fund will lend the Company NAD 250 000 000 (“Loan”)
(one NAD being equivalent to one South African Rand). The Loan will be converted
into Trustco ordinary shares (“Conversion”), subject to the obtaining of all requisite
regulatory approvals.
2. Terms and conditions of the Agreement
The terms and conditions of the Agreement are as follows:
- the Loan will be advanced to the Company on the Signature Date;
- the Loan will accrue interest at 9% per annum from the Signature Date until the
respective conversion date(s) of the Loan into Trustco ordinary shares
(“Shares”).
- the conversion of the Loan will take place on the date that all requisite
regulatory approvals including Shareholder approval (as detailed in paragraph 4
below) are obtained (“Closing Date”);
- On the Closing Date, 58 823 529 Shares (“Conversion Shares”), or a portion
thereof, will be issued directly to the Fund should certain events described
below (“Events”) have taken place;
- the Conversion Shares will be issued at a price of NAD 4.25 per Conversion
Share (“Conversion Price”);
- the parties have agreed that under no circumstances should the result of the
Agreement be that there is a change in control in the Company or such other
change in control, where the majority shareholder at any time and for any
reason fail to beneficially own and control 50% plus 1 shares of both the
economic and voting interest in the Company’s Shares;
- the voting rights attaching to the Conversion Shares will vest with the chairman
of the board of the Company until transferred to the Fund as envisaged in
paragraph 3 below; and
- the Conversion Shares issued in terms of the Conversion will rank parri passu
with the existing issued Shares of the Company in all respects.
3. Timing of the issuing or transfer of the Conversion Shares to the Fund
In order to ensure that the issuing of the Conversion Shares does not give rise to a
change in control of the Company, the timing of the repurchase of 41 806 778
Shares from Buckley Capital Partners LP and Buckley Capital Advisors LLC, (details of
which were set out in the circular to Shareholders dated 12 January 2017 and which
repurchase was approved by shareholders in general meeting on 14 February 2017)
(“Buckley Repurchase”) and the closing of the Huso transaction and the
amendments thereto (“Huso Transaction”) (details of which were set out in circulars
to Shareholders dated 11 September 2015 and 11 May 2017 respectively and which
transaction and amendments thereto were approved by Shareholders in general
meeting on 5 October 2015 and 13 June 2017 respectively), have been taken into
account in determining the timing of the issue or transfer of the Conversion Shares
to the Fund. The table below sets out the envisaged timing.
Scenario Timing of the issuing or transfer of the
Conversion Shares to the Fund
The Buckley Repurchase has been 55 000 000 Shares and the voting rights
effected by the Closing Date and the attaching thereto will be issued directly
Huso Transaction has not closed by the to the Fund on the Closing Date while
Closing Date 3 823 529 Shares will be issued to the
Fund when the Huso Transaction closes.
The Huso Transaction has closed by the The Conversion Shares will be issued
Closing Date directly to the Fund on the Closing Date,
together with the voting rights attached
thereto.
Neither the Buckley Repurchase has 55 000 000 Shares will be issued to the
been effected nor the Huso Transaction Fund on the Closing Date. The voting
has closed by the Closing Date rights attaching to the 55 000 000
Shares will vest with the chairman of
the board of the Company until the
Buckley Repurchase is effected.
The balance of the 3 823 529
Conversion Shares will be issued to the
Fund only after the Huso Transaction
has closed.
The Huso Transaction closes after the 55 000 000 Shares will be issued to the
Closing Date but prior to the Buckley Fund on the Closing Date. The voting
Repurchase being effected rights attaching to the 55 000 000
Shares will vest with the chairman of
the board of the Company until the
Huso Transaction closes.
The balance of the 3 823 529
Conversion Shares will be issued to the
Fund when the Huso Transaction has
closed. i.e. all Conversion Shares and
the rights attaching thereto will have
transferred to the Fund when the Huso
Transaction closes.
The Conversion Price represents a 3.16% premium to R4.12 being Trustco’s 30 day
volume weighted average price on the exchange operated by JSE Limited (“JSE”) up
to and including 5 July 2017, being the date immediately prior to the Signature Date.
4. Circular to Shareholders
The Fund is a related party as contemplated in paragraph 10.1 of the JSE Listings
Requirements (“Listings Requirements”) as the Fund is entitled to exercise 10% or
more of the votes able to be cast at a Trustco general meeting. The Fund and its
associates combined, represent the majority of the minority shareholders. The
Conversion is therefore categorised as a specific issue of shares for cash to a related
party. Consequently, in terms of the JSE Listings Requirements, the Conversion
requires the approval of Shareholders at a general meeting.
The Fund and its associates will be excluded from voting on the Conversion while Dr
Q van Rooyen (the Company’s managing director and controlling shareholder) has
provided an irrevocable undertaking in writing to vote in favour of the Conversion
with regard to 392 554 120 Shares.
A circular containing full details of the Conversion as well as a notice to convene a
general meeting of Shareholders in order to consider and, if deemed fit, to pass with
or without modification, the resolutions necessary to approve and implement the
Conversion, will be made available to Shareholders in due course.
5. Financial Effects of the Agreement and use of funds
The Agreement has been concluded in order to facilitate growth in the Trustco
group’s operations. The funds will be utilised to deleverage the Company,
specifically in terms of funders where loan covenants have not keep pace with the
change in the Company’s operations. The Resources segment and the Banking and
Finance segment, where the most future growth is foreseen, will specifically be
capitalised.
The Agreement is not expected to have a material impact on the financial
statements other than that relating to an issue of shares for cash.
6. Withdrawal of cautionary announcement
Shareholders are referred to the cautionary announcement published on the Stock
Exchange News Service (SENS) on 4 July 2017. Further to the information set out in
this announcement regarding the Agreement, caution is no longer required to be
exercised by Shareholders when dealing in their Trustco securities.
By order of the Board
Amanda Bruyns
Company Secretary: Trustco Group Holdings Limited – Windhoek
JSE Sponsor: Sasfin Capital (a division of Sasfin Bank Limited)
NSX Sponsor: Simonis Storm Securities (Pty) Ltd.
7 July 2017
Date: 07/07/2017 03:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
