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Progress Update on Announced Corporate Transactions
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")
PROGRESS UPDATE ON ANNOUNCED CORPORATE TRANSACTIONS
1. Introduction
1.1 Shareholders are referred to the recent announcement on SENS regarding the
transactions in process. The announcement provides a progress update on the
announced corporate transactions.
1.2 The wording referenced in the aforementioned SENS announcements applies.
2. Legal Shield Holdings Transaction
2.1 The announcement dated 23 April 2024 ("Terms Announcement") and the updated
announcement of such, dated 14 October 2024 bears reference. Trustco has completed
two submissions of the draft circular and fairness opinion to the JSE and is preparing for
the third submission.
2.2 It is anticipated that the circular, fairness opinion and notice of the general meeting will
be sent to shareholders by the end of November 2024.
3. Resources Transaction - Announcement Date: 27 July 2023
3.1. The announcement dated 27 July 2023 ("Terms Announcement") bears reference.
3.2 Trustco engaged the Johannesburg Stock Exchange Limited ("JSE") on the
submission of the Preliminary Economic Assessment ("PEA") report to the Readers
Panel for review (as per the announcement dated 21 September 2024).
3.3 The Company is still in the process of getting the PEA report reviewed by the Readers
Panel and once the report has been reviewed and approved, a circular will be
submitted to the JSE for consideration and commencement of the process.
4. Ongoing Transactions
4.1 Trustco made the following terms announcements on the following transactions
being:
(i) Management Agreement: Announcement Date: 23 August 2021 in terms
whereof Trustco and Next Capital (Pty) Ltd ("Next") agreed that Next would be
reappointed to provide the management services to Trustco for which Next shall
earn a performance-based fee from Trustco for the provision of such services.
(ii) Next Conversion Agreement Announcement Date: 11 June 2024. Trustco
agreed terms with Dr Quinton van Rooyen ("van Rooyen") and Next (collectively
referred to as "the Lenders") to convert Trustco's indebtedness towards the
Lenders in the amount of N$ 1,478,768,750 (one billion four hundred and
seventy-eight million seven hundred and sixty-eight thousand seven hundred and
fifty Namibia Dollars) (USD 82.15 million) related party loan ("the Loan"); and
N$2,949,072,000 (two billion nine hundred and forty-nine million and seventy-two
thousand Namibia Dollars) (USD 163.8 million) as the outstanding purchase price
to the Lenders for the mining assets sold. The indebtedness between Trustco
and the Lenders will be converted into shares for N$ 1,17 per share ("Conversion
Price") (USD 0.065), being the audited Net Asset Value ("NAV") per share, as of
31 August 2023 and recorded in the audited annual financial statements ("AFS")
of Trustco.
(iii) Share Buyback: Announcement Date: 24 June 2024 - Trustco, Trustco
Resources, and Legal Shield Holdings, collectively referred to as "Trustco
Entities", entered into a share repurchase agreement with the University of Notre
Dame du Lac (the "Seller"). The Seller will sell (a) an aggregate of 120,500,490
shares ("Public Shares") of Trustco (12,8% of the total issued shares); (b) an
aggregate of 2,898 Trustco Resources shares (0,7% of the total issued shares);
and (c) an aggregate of 865 Legal Shield Holdings shares (8,65% of the total
issued shares), collectively referred to as the "Shares". The aggregated Purchase
Price for the Shares is USD 5,000,000 (Five Million United States Dollars).
(iv) Share Issue in lieu of payment of Independent Non-Executive Directors:
Announcement Date: 13 August 2024 - in terms whereof, the board approved,
on the recommendation of the Remco, that shares be issued to the INED's in lieu
of historical director's compensation during successive years. The total number
of shares is 9,500,000.
(v) Share Issue in lieu of payment of a Senior Executive: 23 August 2024 – in
terms whereof the board, on the recommendation of the remuneration
committee, approved a FY2024 share bonus proposal ("FY2024 Bonus"). In
terms of the bonus scheme the executive member, Mr Floors Abrahams, the
financial director of Trustco would receive 5,000,000 (Five Million) Trustco Shares.
(vi) Share Consolidation: Announcement Date 14 August 2024 in terms whereof
the board approved the consolidation of Trustco's shares at a ratio of 20:1.
4.2 As per the engagement with the JSE, all these transactions listed under 'Ongoing
Transactions' will be collated into one circular to enable shareholders to observe the
impact of all these transactions in one document and enable shareholders to make
an informed decision.
4.3 Due to the number of disclosure requirements, which includes a pre-listing statement,
this circular will commence upon publication of the 2024 Audited Financial
Statements ("AFS") to enable shareholders to receive and consider up-to-date
financial information.
5. Forward-Looking Statements:
All statements made in this communique with respect to Trustco's current plans,
estimates, strategies beliefs and other statements that are not historical facts, are
forward-looking statements. In some cases, you can identify forward-looking
statements because they contain words such as "anticipate," "believe," "contemplate,"
"continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict,"
"project," "should," "target," "will," or "would," or the negative of these words or other
similar terms or expressions. Such statements reflect the current views of
management and are subject to a number of risks and uncertainties. The Company
may not actually achieve the plans, intentions or expectations disclosed in its forward-
looking statements, and you should not place undue reliance on these forward-
looking statements. The statements are based on many assumptions and factors,
including general economic and market conditions, industry conditions, and operating
factors. Any changes in such assumptions or factors could cause actual results to
differ materially from current expectations.
Windhoek, Namibia,
11 November 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: 11-11-2024 04:50:00
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