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TRUSTCO GROUP HOLDINGS LIMITED - Short-Form Announcement: Audited Consolidated Results For 12 Month Ended 31 August 2022 Publication of Notice of AGM

Release Date: 28/02/2023 14:30
Code(s): TTO     PDF:  
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Short-Form Announcement: Audited Consolidated Results For 12 Month Ended 31 August 2022 Publication of 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 “Company”)


SHORT-FORM ANNOUNCEMENT: AUDITED CONSOLIDATED RESULTS FOR THE 12
MONTH PERIOD ENDED 31 AUGUST 2022, PUBLICATION OF INTEGRATED ANNUAL
REPORT AND NOTICE OF ANNUAL GENERAL MEETING


Trustco’s Board is pleased to announce its financial results for the 12 months ended 31
August 2021, along with its 30th consecutive unmodified audit report.


1.   Highlights

•    An increase in basic earnings by 276% to a NAD 1 437 million earnings compared to
     the basic loss of NAD 815 million as per the restated results for the 12 months ended
     31 August 2021 (“Restated Results”).
•    Net Asset Value increased by 362% to NAD 1 834 million compared to net asset value
     of NAD 397 million as per the Restated Results.
•    Profit after tax increased by 257% to a profit of NAD 1 437 million compared to a loss
     after tax of NAD 917 million as per the Restated Results.
•    An increase in headline losses by 171% to a NAD 1 922 million headline loss compared
     to the headline loss of NAD 709 million as per the Restated Results.





•    Basic earnings per share (“EPS”) increased by 268% to earnings per share of 145.89
     cents compared to a Loss Per Share of 86.66 cents as per the Restated Results.
•    Headline loss per share (“HLPS”) increased by 159% to a HLPS of 195.13 cents
     compared to HLPS of 75.41 cents as per the Restated Results.
•    No dividends have been declared for the 12 months ended 31 August 2022 which is
     unchanged from the dividends declared as per the Restated Results.


2.   Audited results

     The annual financial statements for the 12 months ended 31 August 2022 (“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 restatement and the litigation with Helios Oryx Limited both of which are
     summarised below:


     • JSE Limited Pro-Active Monitoring Process
     Attention is drawn to note 43 of the consolidated and note 30 of the separate financial
     statements which describes the effect of the restatements made on the 31 August 2021
     and 30 September 2020 financial statements following the JSE proactive monitoring
     process.


     • 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 NAD414 million as at
     31 August 2022, 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/2023/jse/isse/tto/Aud2022.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 12-month period ended 31 August 2022 and the notice of the annual general
     meeting (“AGM”) of the Company have been distributed to shareholders today 28
     February 2023 to all shareholders recorded in either the South African or Namibian
     register on Friday, 17 February 2023.


4.   Notice of Annual General Meeting

     Notice is hereby given that the AGM of Shareholders of the Company in respect of the
     12 months ended 31 August 2022 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 30 March 2023 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, 24 March 2023. 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 Monday, 20 March 2023.


     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, 28 March 2023 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,

     28 February 2023



     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: 28-02-2023 02:30:00
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