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Publication of Circular and Notice of General Meeting for Legal Shield Holdings Limited 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 "Company")
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Publication of Circular and Notice of General Meeting for Legal Shield Holdings
Limited Transaction
________________________________________________________________________
1. Introduction
Trustco shareholders ("Shareholders") are referred to the announcement dated 23 April 2024
("Terms Announcement") and the updated announcement of such, dated 14 October 2024
bears reference. The Terms Announcement relates to the transaction in which Trustco Group
Holdings Limited ("Trustco") has entered into an agreement with Riskowitz Value Fund LP
("RVF") to acquire 1,135 shares in Legal Shield Holdings Limited ("LSH"). Payment would be
effected through the issuing of new Trustco shares to RVF (the "Transaction"). The
conclusion of the Transaction would increase Trustco's interest in LSH to 91.35%.
Shareholders are advised that Trustco has, published a circular pertaining to the Transaction
("Circular"), which document incorporates a fairness opinion and a notice of general
meeting of shareholders ("General Meeting") to be held at 12:00 on Tuesday, 7 January
2025.
Copies of the Circular may be obtained from:
• the Company's website at https://www.tgh.na/investors/circulars or
• at the Company's 2 Keller Street, Windhoek, Namibia, or
• from the offices of the company's sponsor, Vunani Corporate Finance, at Vunani
House, Vunani Office Park, 151 Katherine Street Sandton, or
• request the information via email from the company secretary at komada@tgh.na
from Thursday, 5 December 2024 to Friday 13 December 2024.
2. Notice of General Meeting
The General Meeting will be held at 12:00 on Tuesday, 7 January 2025 via electronic forum,
from the registered office of Trustco, 2 Keller Street, Windhoek, Namibia, to consider, and,
if deemed fit, to pass, with or without modification, the resolutions set out in the Circular.
3. Important Dates and Times
The salient dates and times relating to the General Meeting are set out in the timetable
below. Words and expressions in the timetable and notes thereto shall have the same
meaning as assigned to them in the Circular.
Record date to determine which Trustco shareholders are eligible to Friday, 22 November 2024
receive the Circular
Circular published to Shareholders and Notice convening the General Wednesday, 4 December 2024
Meeting published on SENS on
Last Day to Trade Shares in order to be recorded in the Namibian Share Friday, 20 December 2024
Register to vote at the General Meeting
Last Day to Trade Shares in order to be recorded in the South African Friday, 20 December 2024
Share Register to vote at the General Meeting
Record date to be entitled to attend, participate and vote at the General Friday, 27 December 2024
Meeting
Forms of proxy for Shareholders recorded on the Register to be received Friday, 3 January 2025
by the South African Transfer Secretaries by 12:00 (South African time)
and by the Namibian Transfer Secretaries by 12:00 (Namibian time) on
General Meeting to be held at 12:00 (Namibian time) on Tuesday, 7 January 2025
Results of General Meeting published on SENS on Tuesday, 7 January 2025
Notes:
1. The above dates and times are subject to amendment. Any such amendment will be
published on SENS.
2. A form of proxy not lodged with the Transfer Secretaries may be handed to the chairman
of the General Meeting before the proxy exercises the voting rights of the Shareholder at
the General Meeting.
3. If the General Meeting is adjourned or postponed, a form of proxy submitted for the initial
General Meeting will remain valid in respect of any adjournment or postponement of the
General Meeting.
4. If the General Meeting is adjourned or postponed, then forms of proxy that have not yet
been submitted should be lodged with the Transfer Secretaries preferably by no later than
48 hours before the adjourned or postponed General Meeting but may nonetheless be
handed to the chairman of the adjourned or postponed General Meeting before the proxy
exercises the voting rights of the Shareholder at the adjourned or postponed General
Meeting.
5. Shareholders should note that, as transactions in Shares are settled in the electronic
settlement system used by Strate, the settlement of the trade takes place three Business
Days after such trade on the South African Share Register and five Business Days after
such trade on the Namibian Share Register. Therefore, Shareholders who acquire Shares
after the Last Day to Trade will not be eligible to vote at the General Meeting.
6. All times given in this Circular are specified as either local times in Namibia or South
Africa. Any reference to local times will apply to the country in which the action is required.
7. Shareholders who have not Dematerialised their Shares will not be able to do so between
Monday, 23 December 2024 and Friday, 27 December 2024, both dates inclusive for
those Shareholders registered in the Namibian Share Register.
8. Shareholders who have not Dematerialised their Shares will not be able to do so between
Monday, 23 December 2024 and Friday, 27 December 2024 both dates inclusive for
those Shareholders registered in the South African Share Register.
9. Dematerialised Shareholders are required to notify their duly appointed CSDP or Broker
of their response to the Circular in the manner and time stipulated in the agreement
governing the relationship between the Shareholder and his/her CSDP or Broker.
Windhoek, Namibia,
5 December 2024
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: 05-12-2024 11:40:00
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