TRUSTCO GROUP HOLDINGS LIMITED - Trustco Group Holdings Limited (Trustco) - Dealings in Trustco Securities by an associate of Dr Quinton van Rooyen

Trustco Group Holdings Limited (“Trustco”) - Dealings in Trustco Securities by an associate of Dr Quinton
van Rooyen

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

ISIN Number: NA000A0RF067

(“Trustco” or “the Company”)



Trustco Group Holdings Limited (“Trustco”) - Dealings in Trustco Securities by an associate of Dr Quinton
van Rooyen.

Background

Trustco Shareholders (“Shareholders”) are referred to the SENS announcements published on 8 October 2018,
14 December 2018 and 22 January 2019.

The SENS announcements set forth the terms whereby Shareholders approved the Transaction (“Related
Party Circular”) regarding inter alia a loan of up to NAD 1 billion (“Loan”) to be provided by Dr Q van Rooyen
and Next Investments (Pty) Ltd (“Next Investments”), an associate of Dr van Rooyen, to Trustco, which loan
was considered a related party transaction for reasons set out in the Related Party Circular. The resolutions
contained in the Related Party Circular were all approved by Trustco Shareholders on 22 January 2019.



Related Party Circular
Paragraph 2.1.1 of the Related Party Circular stated that:
“The Capital Amount will be disbursed by the Lender (Dr van Rooyen and/or Next Investments) to the Borrower
(Trustco) as and when the Capital Amount becomes available. The Lender shall raise the requisite funding via
the disposal of a portion of its Trustco Shares if Shareholders elect to approve the Loan Transaction.”
    Next Investments, an associate of Dr van Rooyen therefore, disposed of a portion of their shareholdings in
    Trustco in the open market via the JSE trading systems to raise a portion of the Loan amount.


    The rationale for the Loan Amount


•         The Listings Requirements of the JSE Limited (“Listings Requirements”), section 4.28 (e), determine that
          an Issuer must upon listing on the Main Board of the JSE Limited, 20% of the equity securities must be
          held by the public, to ensure reasonable liquidity. Currently the free float is approximately 7%.


•         Dr Quinton van Rooyen and his associates’ shareholding in Trustco represents 55% of the total issued
          share capital of Trustco.


•         Trustco’s free float will be increased by the sale of a small portion of the shares of Dr van Rooyen and
          its associated investment vehicles, thereby increasing the number of shares that may be freely traded,
          which benefits all Shareholders. These shares would be sold up to the majority threshold or until the
          board advise that the capital requirement of Trustco has been met as set out in the Related Party
          Circular.


•         The sale will not lead to a change of control in Trustco. Dr van Rooyen and his associates will still have
          the vast majority of their net worth in TTO Shares and remain the majority and controlling shareholder
          in Trustco.


    Use of funds

•         The funds generated from the sale of the Trustco Shares will be deployed as a subordinated
          shareholders Loan for growth throughout the Trustco Group of Companies, but predominantly in the
          Resources Segment – in conjunction with international financiers.


•         Meya Mining is in the process of completing its Resource and Reserve Statement, evaluating various
          options to increase the overall mine configuration and achieve an optimal mine plan. This include plant
          optimisation, the acquisition of additional mining fleet and securing a 25 year mining license in due
          course. The capital, once deployed should transition Meya from exploration to commercial production
          and increase production from its current 36 000 carats per annum to firstly 165 000 carats per annum
          and subsequently to 300 000 carats per annum.
All Shareholders and investors can contact the company secretary at amandab@tgh.na should they be
interested to participate in this opportunity.

Dealing by Director

In compliance with paragraphs 3.63 to 3.74 of the Listings Requirements, the Company discloses the following
dealings in securities by an associate of an executive director of Trustco:




 Name of Director:        Dr Quinton van Rooyen

 Designation:             CEO of Trustco and executive director

 Date of transaction:     15 February 2019

 Number of Securities:    37 800

 Price per security (cents): 1 080 cents

 Value of transaction:       R408 240

 Nature of transaction:      On-market sale of shares

 Class of Security:          Ordinary shares

 Nature of Interest:         Associate – Next Investments

 Clearance obtained:         Yes



 Name of Director:           Dr Quinton van Rooyen

 Designation:                CEO of Trustco and executive director

 Date of transaction:        15 February 2019

 Number of Securities:       6 950

 Price per security (cents):   1 090 cents

 Value of transaction:         R75 755

 Nature of transaction:       On-market sale of shares
Class of Security:            Ordinary shares

Nature of Interest:           Associate – Next Investments

Clearance obtained:           Yes



Name of Director:             Dr Quinton van Rooyen

Designation:                  CEO of Trustco and executive director

Date of transaction:          15 February 2019

Number of Securities:         3 017

Price per security (cents):   1 091 cents

Value of transaction:         R32 915.47

Nature of transaction:        On-market sale of shares

Class of Security:            Ordinary shares

Nature of Interest:           Associate – Next Investments

Clearance obtained:           Yes



Name of Director:             Dr Quinton van Rooyen

Designation:                  CEO of Trustco and executive director

Date of transaction:          15 February 2019

Number of Securities:         33

Price per security (cents):   1 092 cents

Value of transaction:         R360.36

Nature of transaction:        On-market sale of shares

Class of Security:            Ordinary shares
Nature of Interest:           Associate – Next Investments

Clearance obtained:           Yes




Name of Director:             Dr Quinton van Rooyen

Designation:                  CEO of Trustco and executive director

Date of transaction:          15 February 2019

Number of Securities:         15 144

Price per security (cents):   980 cents

Value of transaction:         R148 411.20

Nature of transaction:        On-market sale of shares

Class of Security:            Ordinary shares

Nature of Interest:           Associate – Next Investments

Clearance obtained:           Yes




Name of Director:             Dr Quinton van Rooyen

Designation:                  CEO of Trustco and executive director

Date of transaction:          15 February 2019

Number of Securities:         1 395

Price per security (cents):   981 cents

Value of transaction:         R13 684.95

Nature of transaction:        On-market sale of shares

Class of Security:            Ordinary shares

Nature of Interest:           Associate – Next Investments
Clearance obtained:           Yes



Name of Director:             Dr Quinton van Rooyen

Designation:                  CEO of Trustco and executive director

Date of transaction:          15 February 2019

Number of Securities:         376

Price per security (cents):   982 cents

Value of transaction:         R3 692.32

Nature of transaction:        On-market sale of shares

Class of Security:            Ordinary shares

Nature of Interest:           Associate – Next Investments

Clearance obtained:           Yes




Name of Director:             Dr Quinton van Rooyen

Designation:                  CEO of Trustco and executive director

Date of transaction:          15 February 2019

Number of Securities:         85

Price per security (cents):   1 030 cents

Value of transaction:         R875.50

Nature of transaction:        On-market sale of shares

Class of Security:            Ordinary shares

Nature of Interest:           Associate – Next Investments

Clearance obtained:           Yes
Name of Director:             Dr Quinton van Rooyen

Designation:                  CEO of Trustco and executive director

Date of transaction:          19 February 2019

Number of Securities:         100

Price per security (cents):   904 cents

Value of transaction:         R904

Nature of transaction:        On-market sale of shares

Class of Security:            Ordinary shares

Nature of Interest:           Associate – Next Investments

Clearance obtained:           Yes




Name of Director:             Dr Quinton van Rooyen

Designation:                  CEO of Trustco and executive director

Date of transaction:          19 February 2019

Number of Securities:         65 250

Price per security (cents):   905 cents

Value of transaction:         R590 512.50

Nature of transaction:        On-market sale of shares

Class of Security:            Ordinary shares

Nature of Interest:           Associate – Next Investments

Clearance obtained:           Yes
Amanda Bruyns

Company Secretary: Trustco Group Holdings Limited

Windhoek, Namibia

20 February 2019


JSE Sponsor

Vunani Corporate Finance

NSX Sponsor

Simonis Storm Securities Proprietary Limited

Date: 20/02/2019 04:54:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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