TRUSTCO GROUP HOLDINGS LIMITED - Voluntary Announcement Entering into of a Stock Lending Agreement between Next Investments (Pty) Ltd and Evo Fund

Voluntary Announcement – Entering into of a Stock Lending Agreement between Next Investments (Pty) Ltd and Evo Fund

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”)


VOLUNTARY ANNOUNCEMENT – ENTERING INTO OF A STOCK LENDING AGREEMENT BETWEEN
NEXT INVESTMENTS (PTY) LTD AND EVO FUND


1.   Introduction
     1.1   Trustco shareholders (“Shareholders”) are referred to the SENS announcement regarding
           the entering into a Warrant Agreement between Trustco and EVO Fund (“EVO”) released
           on 27 June 2019 and using the definitions therein unless otherwise stated are advised that
           Next Investments (Pty) Ltd, an associate of Dr Quinton van Rooyen (“Next Investments”)
           and EVO (“the Parties”) have entered into a stock lending agreement (“Stock Lending
           Agreement”).

     1.2   In terms of the Stock Lending Agreement, Next Investments wishes to grant, and EVO
           wishes to receive a loan of up to 20 000 000 (Twenty Million) ordinary shares (“Borrowed
           Shares”) of Trustco (“TTO Shares”), currently held by Next Investments.

     1.3   The salient terms of the Stock Lending Agreement are set out below.

2.   Loan of Shares
     2.1   The number of Borrowed Shares shall be requested in one or more written notices
           (“Borrow Request”) given to Next Investments by EVO.

     2.2   Each Borrow Request shall be irrevocable and shall state the number of Borrowed Shares
           to be delivered.

     2.3   Next Investments shall deliver the Shares within 3 (three) trading days on the security
           exchange operated by the JSE Ltd.

3.   Redelivery of the Drawn Borrowed Shares

     3.1   EVO shall redeliver or procure final delivery of the Borrowed Shares to Next Investments
           upon exercise of the total amount of the issued Warrants or upon the 3rd anniversary of
           the Subscription Date, whichever is earlier.

4.   Conclusion

     4.1   Next Investments will not receive any payments, in fees or in kind, either from EVO or the
           Company, in terms of this stock lending agreement. There will be no change of control
           subsequent to entering into the Stock Lending Agreement.


     4.2   Next Investments received a first Borrow Request for the transfer of 2 000 000 (Two
           Million) TTO Shares which will be transferred to EVO on 4 July 2019.

Windhoek, Namibia
4 July 2019
Amanda Bruyns
Company Secretary: Trustco Group Holdings Limited


JSE Sponsor
Vunani Corporate Finance


NSX Sponsor
Simonis Storm Securities Proprietary Limited

Date: 04/07/2019 01:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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