TRUSTCO GROUP HOLDINGS LIMITED - Withdrawal of Next Option Transaction

Withdrawal of Next Option 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 Number: NA000A0RF067
("Trustco" or "the Company")


NEXT CAPITAL (PTY) LTD ("NEXT"): POSTPONEMENT OF PAYMENT
OBLIGATION OF TRUSTCO GROUP HOLDINGS LIMITED ("TRUSTCO") IN
TERMS OF THE RELATED PARTY LOAN AGREEMENT AND WITHDRAWAL OF
NEXT OPTION TRANSACTION.


Related Party Loan
   1. Trustco   Shareholders    ("Shareholders")     are   referred   to   the   SENS
      announcement published on SENS on 22 January 2019, regarding the Related
      Party Loan Agreement between Next and Trustco for an amount of N$1 billion (the
      "Loan Agreement"), as approved by Shareholders at the general meeting held on 22
      January 2019.


      Unless expressly defined in this announcement, capitalised terms herein have the
      meaning ascribed to the circular distributed to shareholders on 14 December 2018,
      with regards to the Loan Agreement.
2.   In terms of the Loan Agreement, the Capital Amount - being N$1,000,000,000 - shall be
     repayable as a once-off payment in cash on the Due Date. The Due Date is defined as
     31 March 2024.



3.    As referenced in paragraph 7.3 of the Loan Agreement, the Lender, in its sole
      discretion, has the right and may elect to postpone any portion of the Capital
      Amount.


4.    Next elected, and the board accepted, to postpone the repayment of the full
      Capital Amount until (i) the current round of negotiations culminates in a new
      agreement, alternatively (ii) until Next revokes this postponement of the
      repayment of the Capital Amount.


Withdrawal of Next Option
5.    Shareholders are referred to the announcements published on SENS on 1
      September 2023 and the announcement of 27 February 2024.


6.    Shareholders are being informed that the Company and Next are currently
      engaged in further negotiations, which have resulted in some changes to the
      material terms of the transaction. As a result, the terms announcement that was
      made on 1st September 2023 is being withdrawn. Shareholders will be kept
      informed as the negotiations continue, and further information becomes
      available.



Windhoek, Namibia,
2 April 2024


Komada Holdings (Pty) Ltd
Company Secretary and Investor Relations Services to 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: 02-04-2024 05:18:00
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