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Update on Unwinding of LSH transaction
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)
JSE Share code: TTO
NSX share code: TUC
OTCQX share code: TSCHY
ISIN: NA000A0RF067
("Trustco" or "the Company")
UPDATE ON UNWINDING OF LSH TRANSACTION
1. INTRODUCTION
1.1 Shareholders are referred to:
1.1.1 the announcement published on SENS on 28 January 2026 ("the January
Announcement") in terms whereof shareholders were advised that the board of
directors of Trustco ("the Board") had unequivocally accepted the repudiation by
Riskowitz Value Fund LP ("RVF") of the shareholder-approved transaction
framework relating to the acquisition of shares in Legal Shield Holdings Limited
("LSH" or "the Transaction" or "LSH Transaction") and resolved to pursue the
reversal and unwinding of all performance rendered thereunder; and
1.1.2 the announcement published on SENS on 16 February 2026 ("the February
Announcement") disclosing the outcome of the General Meeting of the Company
convened at the request of RVF, held at The Weinberg – Muscadel & Burgundy
venue, 13 Jan Jonker Street, Windhoek, Namibia on Monday, 16 February 2026 at
14:00 (Namibian time) ("the Meeting").
1.2 The purpose of this announcement is to provide shareholders with an update on the
unwinding of the LSH Transaction.
2. BACKGROUND
2.1 The LSH Transaction was approved by Trustco shareholders pursuant to the
circular dated 4 December 2024 ("the LSH Circular") on the express and material
basis that it would not result in any change of control of Trustco – whether direct or
indirect, including by reference to governance control, board composition, or the
ability to direct or determine the affairs of the Company.
2.2 Following the implementation of the first tranche of the Transaction, pursuant to
which RVF took issue of 200,000,000 Trustco shares, RVF proceeded to requisition
a general meeting to remove the Board and replace it with its own nominees. RVF
thereby used the very shares it received under the Transaction to pursue the
outcome the Transaction expressly prohibited.
2.3 As disclosed in the January Announcement, the Board, after taking legal advice,
concluded that such conduct was objectively irreconcilable with the shareholder-
approved Transaction framework and constituted a repudiation thereof. The Board
unequivocally accepted the repudiation and resolved to pursue the reversal and
unwinding of all performance rendered under the Transaction.
2.4 As disclosed in the February Announcement, the Chairman, Adv Raymond
Heathcote SC, ruled that the notice convening the Meeting did not comply with the
requirements of section 1(8) of the Companies Act No. 28 of 2004 (Namibia). No
valid voting could take place and no valid resolutions could be passed. The
condonation vote called by the Chairman to cure the defective notice also failed.
3. LSH TRANSACTION UNWINDING
3.1 The N$468 million LSH Transaction is now in the process of being fully unwound:
3.1.1 the issuance of 200,000,000 shares comprising the second tranche of the
Transaction has already been suspended; and
3.1.2 the 200,000,000 shares issued to RVF pursuant to the first tranche – which carry
special terms as to voting as envisaged in section 31 of the Articles of Association
of Trustco, imposed under the terms of the LSH Circular specifically to prevent a de
facto change in control – are undergoing formal rescission by the Company, to be
implemented strictly in accordance with applicable law, the Listings Requirements,
and any required regulatory or court process.
3.1.3 Following the Board's unequivocal acceptance of RVF's repudiation, the LSH
Transaction is treated as terminated ab initio and no rights or obligations arising
thereunder are recognised by the Company, subject only to the implementation of
the formal unwinding and restitutionary processes described above.
3.2 Upon completion of the unwinding, the total number of Trustco ordinary shares in
issue will decrease by approximately 200,000,000 shares, restoring the Company's
issued ordinary share capital structure to approximately 992,200,000 shares.
3.3 RVF's shareholding in Trustco will be reduced to approximately 22% of the voting
rights in issue. The Trustco founding family, pension funds, institutional investors,
the public and employees hold the balance of the Trustco ordinary shares in issue.
3.4 Trustco has tendered the return of all LSH shares received by Trustco pursuant to
the repudiated Transaction framework.
4. RESTITUTIONARY REMEDIES AND RESERVATION OF RIGHTS
4.1 As disclosed in the January Announcement, Trustco has expressly reserved all
rights to pursue a single, equitable restitutionary accounting, together with rights of
set-off and the recovery of all damages, losses, interest and costs arising from
RVF's repudiation. Such losses and costs are ongoing and accruing.
4.2 Nothing in this announcement or the January Announcement constitutes a waiver
of any rights or remedies available to Trustco, an affirmation of the Transaction or
any part thereof, or an acceptance of RVF's conduct as lawful or compliant with the
shareholder-approved framework.
5. SHAREHOLDERS ADVISED
Shareholders will be kept appropriately informed of further material developments.
By order of the board
Windhoek, Namibia
19 February 2026
Company Secretary and Investor Relations Services
Komada Holdings Proprietary Limited
JSE Sponsor
DEA-RU
NSX Sponsor
Simonis Storm Securities Proprietary Limited – Windhoek
OTCQX Sponsor
J.P. Galda & Co – New York
Date: 19-02-2026 09:10:00
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