Update on the Herboths 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) NSX share code: TUC JSE share code: TTO OTCQX share code: TSCHY ISIN Number: NA000A0RF067 (“Trustco” or “the Company”) UPDATE ON THE HERBOTHS TRANSACTION 1. INTRODUCTION Shareholders are referred to the SENS announcement dated 11 February 2020 (“Terms Announcement”) in terms whereof it was announced that Trustco Property Holdings Limited (“Trustco Properties”), a wholly owned subsidiary of Legal Shield Holdings Limited (“LSH”), and Constantia Risk and Insurance Holdings Limited (“Constantia”) (“the Parties”) entered into a binding share sale and subscription agreement (“Sale and Subscription Agreement”) in terms of which Trustco Properties shall dispose of 100% of the issued share capital (“Sale Shares”) and all loan accounts (if any) of Herboths Property Development (Proprietary) Limited (“Herboths”), a wholly owned subsidiary of Trustco Properties, to Constantia for a total consideration (“Purchase Consideration”) of NAD 1 000 000 000 (“one billion Namibia Dollars”) (“The Herboths Transaction”). 2. ADDENDUM TO THE SALE AND SUBSCRIPTION AGREEMENT The Sale and Subscription Agreement stipulated that the Conditions Precedent need to be fulfilled or waived by the parties in writing on or before 31 March 2020, or such later date as the parties may in writing agree upon. Subsequently the parties entered into an addendum to the Sale and Subscription Agreement in terms whereof the date for the completion of the Conditions Precedent was extended to 30 April 2020. 3. CONDITIONS PRECEDENT Shareholders are advised on the progress made by the parties on the Conditions Precedent: 3.1 The Parties submitted an application to the Competition Commission of Namibia on the sale of the HB Property and therefore Trustco is ensuring all Competition Commission regulatory approvals are in process and approvals in principle are being obtained. 3.2 The Parties entered into an arm’s length Property Services and Management Agreement. 4. IRREVOCABLE UNDERTAKINGS Trustco received irrevocable undertakings to vote in favour of the Herboths Transaction representing 1 014 000 060 of the 1 180 577 734 Shares entitled to vote at a general meeting which represents 85.89% of the shares entitled to vote. 2 April 2020 Komada Holdings (Pty) Ltd Company Secretary Trustco Group Holdings Limited JSE Sponsor Vunani Corporate Finance - Johannesburg NSX Sponsor Simonis Storm Securities Proprietary Limited – Windhoek OTCQX Sponsor J.P Galda & Co – New York Date: 02-04-2020 04:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
Email this JSE Sens Item to a Friend.