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TRUSTCO GROUP HOLDINGS LIMITED - Update on the Internal Restructuring Transaction, Herboths Transaction, Resources Transaction and LSH Transaction
2020/08/12 17:42:00Download PDF Stock report
Update on the Internal Restructuring Transaction, Herboths Transaction, Resources Transaction and LSH 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 INTERNAL RESTRUCTURING TRANSACTION, HERBOTHS TRANSACTION, RESOURCES TRANSACTION AND LSH TRANSACTION Shareholders are referred to the following: • The announcements released on 28 October 2019 and 24 February 2020 in respect of a small related party transaction in terms whereof Legal Shield Holdings Limited (“LSH”), shall acquire all the companies in the banking and finance segment of Trustco as well as Trustco’s education businesses (“Internal Restructuring Transaction”). Due to the length of time that has passed since announcing the Internal Restructuring Transaction, a fairness opinion to assess the fairness of the Internal Restructuring Transaction has yet to be obtained. Trustco has aggregated the Internal Restructuring Transaction with the Resources Transaction and LSH Transaction as explained below, and will issue a circular to shareholders to obtain shareholder approval prior to implementation of the Internal Restructuring Transaction. • The announcement released on SENS on 11 February 2020, in respect of the disposal by Trustco Property Holdings Limited of 100% of the issued share capital and loan accounts of Herboths Property Development Company (Proprietary) Limited to Constantia Risk and Insurance Holdings Limited (“Herboths Transaction”) and the announcement released 4 June 2020 regarding a further extension afforded by the JSE Limited in respect of the posting of the circular in respect of the Herboths Transaction; • The announcement released on SENS on 20 March 2020 regarding the sale of shares and option agreement in terms of which Riskowitz Value Fund LLP will acquire 52 shares amounting to 1.3% of the issued share capital of Trustco Resources (Pty) Ltd a wholly owned subsidiary of Trustco and an option to acquire up to a further 148 shares amounting to 3.7% of the issued share capital of Trustco Resources (“Resources Transaction”) and the announcement released 4 June 2020 regarding a further extension afforded by the JSE Limited in respect of the posting of the circular in respect of the Resources Transaction; and • The announcement released on SENS on 27 March 2020 regarding the acquisition by Conduit Capital Limited of 100% of the issued ordinary share capital of Legal Shield Holdings Limited from Trustco and Riskowitz Value Fund LLP (“LSH Transaction”) and the announcement released 4 June 2020 regarding a further extension afforded by the JSE Limited in respect of the posting of the circular in respect of the LSH Transaction. The Herboths Transaction, Internal Restructuring Transaction, Resources Transaction and LSH Transaction all require circulars to be issued to shareholders. There is a number of regulatory approvals required for each transaction which is ongoing and in process. The JSE Limited has therefore granted the following extensions in this regard: The posting of the circular setting out the details of the Herboths Transaction must occur on or before 30 September 2020; and The posting of the circular setting out the details of the Internal Restructuring Transaction, Resources Transaction and LSH Transaction must occur on or before 30 November 2020. 12 August 2020 Komada Holdings (Pty) Ltd Company Secretary and Investor Relations Services to Trustco Group Holdings Limited 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: 12-08-2020 05:42:00 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.