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TRUSTCO GROUP HOLDINGS LIMITED - Posting Of The Riskowitz Circular and Notice Of General Meeting

Release Date: 26/09/2017 15:28
Code(s): TTO     PDF:  
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Posting Of The Riskowitz 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”)

POSTING OF THE RISKOWITZ 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 7 July 2017 (the “Announcements”) (and using the terms defined
     therein for the purposes of this announcement unless otherwise stated) wherein Shareholders were
     advised of the details pertaining to the Riskowitz specific issue of shares for cash as contained in the
     Circular (“Riskowitz Transaction”).

2.   POSTING OF THE RISKOWITZ CIRCULAR

     The Circular has been posted to Shareholders today and contains inter alia:

      •   details of the specific issue of shares for cash to Riskowitz Value Fund; and
      •   a notice convening a general meeting of Shareholders (“General Meeting”).

     Shareholders are advised to review the Riskowitz Circular for a summary of the key terms and conditions
     of the Riskowitz Transaction, which documentation is available for viewing on the Company’s website at
     www.tgh.na.

3.   IRREVOCABLE UNDERTAKING UPDATE

     As at 15 September 2017, being the last practicable date prior to the finalisation of the Circular, Trustco
     had received an irrevocable undertaking, to vote in favour of the resolutions pertaining to the Riskowitz
     Transaction (“Undertaking”) from a Shareholder representing 84.68 % of the total number of shares
     eligible to vote at the General Meeting.

4.   NOTICE OF THE GENERAL MEETING

     The General Meeting will be held at Trustco House, 2 Keller Street, Windhoek, Namibia, on Thursday 26
     October 2017 at 09:00 (Namibian time) to consider and, if deemed fit, pass, with or without modification,
     the resolutions necessary to implement the Riskowitz Transaction.

5.   IMPORTANT DATES AND TIMES

     The salient dates and times relating to the 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 Circular.
    Event                                                                                            2017
    Record date to determine which Shareholders are entitled to receive the          Friday, 15 September
    Circular
    Circular posted to Shareholders and Notice convening the General Meeting       Tuesday, 26 September
    published on SENS on
    Last Day to Trade Shares in order to be recorded in the Share Register to         Tuesday, 17 October
    vote at the General Meeting
    Record Date for Shareholders to be recorded in the Register in order to be          Friday, 20 October
    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 09:00 on                   Monday, 23 October
    Forms of proxy for Shareholders recorded on the South African Register to
    be received by the South African Transfer Secretaries by 09:00 on                 Tuesday, 24 October
    General Meeting to be held at 09:00 (Namibian time) on                           Thursday, 26 October
    Results of General Meeting published on SENS on                                  Thursday, 26 October


      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.


Windhoek, Namibia

26 September 2017

Amanda Bruyns
Company Secretary
Trustco Group Holdings Limited

JSE Transaction Sponsor
Arbor Capital Sponsors Proprietary Limited

NSX Sponsor
Simonis Storm Securities (Pty) Ltd

Date: 26/09/2017 03:28:00 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
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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,
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