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Extension of Circular Distribution Dates and Addendum to the Sale and Purchase of Shares Agreement
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 “the Group”)
EXTENSION OF CIRCULAR DISTRIBUTION DATES AND ADDENDUM TO THE SALE AND PURCHASE OF
SHARES AGREEMENT
Shareholders are referred to the following:
1. The announcement released on SENS on 20 August 2021 regarding the agreement entered into
between Trustco Capital (Pty) Ltd (“Trustco Capital”) and Constantia Risk and Insurance
Holdings Limited (“Constantia”) in terms of which Trustco Capital shall repurchase 51 769 633
Trustco shares from Constantia at a rate of NAD 1.81 per share (“the Specific Repurchase”);
and
2. The announcement released on SENS on 23 August 2021 regarding the agreement
("Management Agreement") entered into between Trustco and Next Capital Limited (“Next”)
whereby Next has been appointed to provide management services to Trustco, for which Next
shall earn a fee from Trustco for the provision of such services.
3. A circular in respect of both the Specific Repurchase (“Specific Repurchase Circular”) and the
entering into of the Management Agreement (“Management Agreement Circular”) are
required to be issued to shareholders within 60 days in terms of the announcements referred
to above and as per paragragh 11.23 and paragragh 11.19A respectively of the Listings
Requirements of JSE Limited (“JSE Listings Requirements”).
Specific Repurchase Agreement:
4. In respect of the Specific Repurchase Circular, there has been a delay in the compilation of such
circular and Trustco approached the JSE Limited (“JSE”) and obtained dispensation from the JSE
to comply with the timing as set out in paragragh 11.23 such that the Specific Repurchase
Circular shall be distributed to shareholders by 30 November 2021.
5. Addendum to the Sale and Purchase of Shares Agreement (“Agreement”): The Agreement
stipulated that the Conditions Precedent need to be fulfilled or waived by the parties in writing
on or before 30 November 2021, or such later date as the parties may in writing agree upon.
Subsequently the parties entered into an addendum to the Agreement in terms whereof the
date for the completion of the Conditions Precedent was extended to 31 January 2022.
Management Agreement:
6. In respect of the Management Agreement Circular, as the pro forma financial effects required
to be included in such circular will be based on the audited results of Trustco for the year ended
31 August 2021, which results have not been released yet. Trustco approached the JSE and
obtained dispensation from the JSE to comply with the timing as set out in paragragh 11.19A
such that the Management Agreement Circular shall be distributed to shareholders by 31
January 2022.
Windhoek, Namibia,
11 November 2021
Komada Holdings (Pty) Ltd
Company Secretary and Investor Relations Services to Trustco Group Holdings Limited
JSE Sponsor
Vunani Sponsors (Pty) Ltd - Johannesburg
NSX Sponsor
Simonis Storm Securities Proprietary Limited – Windhoek
OTCQX Sponsor
J.P Galda & Co – New York
Date: 11-11-2021 05:00:00
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