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TRUSTCO GROUP HOLDINGS LIMITED - Update on the Internal Restructuring Transaction, Herboths Transaction, Resources Transaction and LSH Transaction

2020/08/12 17:42:00

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                    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
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