TRUSTCO GROUP HOLDINGS LIMITED - Cautionary Announcement: Consideration of Delisting From All Current Exchanges

Cautionary Announcement: Consideration of Delisting From All Current Exchanges

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 "Company")


CAUTIONARY ANNOUNCEMENT: CONSIDERATION OF DELISTING FROM ALL CURRENT EXCHANGES


Trustco shareholders ("Shareholders") are hereby advised that the Board of Directors of Trustco are
considering options to delist the Company from the Johannesburg Stock Exchange ("JSE"), Namibian Stock
Exchange ("NSX") and the OTCQX Market in the United States ("OTCQX").


The Board is evaluating the following key steps in connection with the proposed delisting:
1.    Fairness Opinion: An independent expert, as prescribed under the JSE Listings Requirements, is being
      engaged to provide an updated fairness opinion on the proposed delisting.
2.    Engagement with the JSE: Management will be engaging the JSE regarding the formal delisting
      proposal and requesting the suspension of share trading on the JSE in terms of Section 1.10 of the
      Listings Requirements to prevent any asymmetry of information in the market as the three audit
      processes continue. The audit processes entail the South African, Namibian, and PCAOB audits.
3.    Formal Offer and Clarity to Shareholders: The formal offer detailing the proposed delisting in terms
      of Section 1.15 of the Listings Requirements will be communicated to Shareholders. This document
      will include, but not be limited to:
      (i) How previously announced transactions and corporate actions will be affected post-delisting in
         terms of the Namibian Company Law;
      (ii)Details regarding the planned direct listing to the Nasdaq as per the announcement on 21 November
         2024; and
      (iii) All other requirements set out in the JSE Listings Requirements and Namibian Company Law.


The Board is of the opinion that a formal delisting offer will have a material effect on the price of the
Company's securities.


Shareholders are advised to exercise caution when trading in the Company's securities until further
announcements about the future are made. Should you have any questions, please contact the company
secretary at komada@tgh.na.


Windhoek, Namibia,
20 January 2025


Komada Holdings (Pty) Ltd
Company Secretary and Investor Relations Services to Trustco Group Holdings Limited


JSE Sponsor
Vunani Sponsors


NSX Sponsor
Simonis Storm Securities Proprietary Limited – Windhoek


OTCQX Sponsor
J.P Galda & Co – New York

Date: 20-01-2025 04:10:00
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