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Thu 12 Feb 2009, 12:39 TTO - Trustco Group Holdings - Dual Primary Listing Of Trustco On The
JSE
TTT                                                                             
TTO - Trustco Group Holdings - Dual Primary Listing Of Trustco On The           
         Africa Board Of The Jse Limited Together With The Existing             
         Listing On The Namibian Stock Exchange                                 
Trustco Group Holdings Limited                                                  
Incorporated in the Republic of Namibia                                         
(Registration number 2003/058)                                                  
JSE share code:  TTO      NSX share code: TUC                                   
ISIN Number:  NA000A0RF067                                                      
("Trustco" or "the group")                                                      
DUAL PRIMARY LISTING OF TRUSTCO ON THE AFRICA BOARD OF THE JSE LIMITED          
TOGETHER WITH THE EXISTING LISTING ON THE NAMIBIAN STOCK EXCHANGE               
This  abridged pre-listing statement is not an invitation to the  public  to    
subscribe  for  shares  in  Trustco. It is issued  in  compliance  with  the    
Listings  Requirements  of the JSE Limited ("JSE") and  the  Namibian  Stock    
Exchange ("NSX") for the purpose of providing information to the public  and    
investors with regard to Trustco.                                               
1.   INTRODUCTION AND HISTORY                                                   
QuestCo  Sponsors (Proprietary) Limited ("QuestCo") has been  authorised  to    
announce  that  the NSX and the JSE have formally approved  the  listing  of    
707  142 090 ordinary shares, with a par value of N$0.23 each, in the  share    
capital of Trustco on the NSX on 12 February 2009 and on the Africa Board of    
the  JSE  from  the  commencement of trade on Thursday,  19  February  2009,    
respectively  The  shares will trade on the JSE under the  abbreviated  name    
"Trustco", with share code "TTO" and ISIN NA000A0RF067 and on the NSX  under    
the abbreviated name "Trustco", share code "TUC" and ISIN NA000A0RF067.         
The  listing on the Africa Board of the JSE is by way of introduction, at  a    
price of N$0.72 per Trustco par value share. The price of N$0.72 per Trustco    
share  has  been calculated as the ruling share price on the NSX  of  N$3.60    
adjusted  for  a  subdivision of five Trustco shares for every  one  Trustco    
share  held that was approved by Trustco shareholders on 9 January 2009  and    
registered   with   the  Registrar  of  Companies   on   20   January   2009    
("subdivision").                                                                
Trustco  is  a  high  growth Namibian group with  a  core  focus  on  micro-    
insurance, education and micro-financial services. Other investments include    
property,   property  development,  aircraft  charter  services,  management    
services,  publishing and printing.  These investments do not  only  provide    
support  and  marketing services to the group, but also make their  services    
available to the broader Namibian business community.                           
Trustco  was  incorporated  on  4  February  2003  under  the  name  Duppies    
Investments  No.10  (Proprietary) Limited  and  listed  on  the  NSX  on  27    
September  2006. The listing on NSX offered all Namibians an opportunity  to    
participate  in Trustco`s future growth and prosperity. For the time  being,    
Trustco  will  retain  its primary listing in Namibia since  its  roots  are    
deeply founded in Namibia.                                                      
Trustco  is  listing on the Africa Board of the JSE so as  to  broaden   the    
capital   base   of  Trustco in  order  to  facilitate  further  growth  and    
expansion  of  its  operations into the African  continent  and  to  further    
enhance  investor and public awareness of Trustco and its activities  within    
the international investment community.                                         
2.   OVERVIEW OF TRUSTCO                                                        
An overview of Trustco`s major subsidiaries and their main businesses is set    
out below:                                                                      
2.1        Insurance                                                            
2.1.1    Trustco Insurance Limited (formerly Legal Shield Limited)              
Trustco  Insurance Limited ("Trustco Insurance"), a wholly owned  subsidiary    
of  Legal Shield Holdings (Proprietary) Limited ("Legal Shield"), is one  of    
the  flagship  companies of Trustco and makes cost-efficient and  affordable    
legal  and  short-term insurance products available to the Namibian  market.    
The  utilization  of  advanced computerised systems and  various  registered    
legal practitioners, registered by the Law Society of Namibia, as well as in-   
house  support, positions Trustco Insurance in the forefront of the industry    
within   which  it  operates.  Trustco  Insurance  obtained  its  short-term    
insurance  license in terms of the Short-term Insurance Act 4 of Namibia  of    
1998 to operate as a short-term insurer on 21 June 2000.                        
Trustco Insurance provides insurance cover against legal costs for families,    
excluding business-related claims. A 24-hour service is available to  policy    
holders.  Matters  that  require legal intervention are  referred  to  legal    
practitioners who will represent the policy holders in courts of law.           
Trustco Insurance`s products are as follows:                                    
Legal Shield - A short-term insurance policy that covers a policy holder and    
his/her  direct  family against legal costs plus a funeral benefit  for  the    
main policy holder.                                                             
Medi Shield - A short-term insurance policy that insures a policyholder  and    
his/her  direct  family against the occurrence of specified  medical  events    
plus a funeral benefit for the main policy holder.                              
Salary  Shield  - A short-term insurance policy that insures a  policyholder    
against  the loss of his/her salary due to sickness after the member`s  sick    
leave has been exhausted, including a hospital benefit.                         
Elite  Plan  -  This policy provides cover in the case of emergency  medical    
evacuation. A qualified team stands by with a call centre available 24 hours    
a  day.  In  the unfortunate event of death, Trustco Insurance will  arrange    
transport of the mortal remains of the policyholder`s beloved one  from  any    
mortuary  to a chosen place of burial in Namibia or South Africa.  The  plan    
also makes provision for  the insured to plan his/her estate, to provide for    
death  bed  expenses,  debts  due, financial provision   for  the  insured`s    
dependants while the estate is being finalized, possible savings  on  estate    
duty  and   income tax and costs of documentation to the Master of the  High    
Court.                                                                          
OneShield  -  This  product is a new addition to the  Legal  Shield  family,    
introduced in July 2006, and aims at a product that will include all of  the    
above  benefits in one product for an affordable premium, providing complete    
protection to the policyholder. This product is focused on the more affluent    
market.                                                                         
Trustco Insurance`s short-term policies have grown over the past three years    
from 50 000 at the end of March 2004 to approximately 225 000 at the end  of    
March 2008.                                                                     
2.1.2     Trustco Life Limited (Previously Legal Shield Limited)                
Trustco  Life Limited ("Trustco Life"), a wholly owned subsidiary  of  Legal    
Shield,  registered  as a long-term life insurer on 27 March  2006.  Trustco    
Life  is  responsible  for  a  very successful funeral  shield  product  and    
underwrites  the death benefits offered by the various policies  of  Trustco    
Insurance.                                                                      
Trustco Life`s long term policies have grown from approximately 31 000 as at    
31 March 2004 to approximately 82 000 at 31 March 2008.                         
2.2        Trustco Education (Proprietary) Limited                              
2.2.1     Institute for Open Learning (Proprietary) Limited                     
The  Institute for Open Learning (Proprietary) Limited ("IOL") is a Namibian    
distance  education institution and was founded in July 1997.  The  Namibian    
Qualification  Authority  ("NQA")  officially  granted  recognition  to  the    
primary  education  courses of IOL during 2001. This  means  that  both  the    
primary  and  tertiary  education courses of IOL, including  grade  12,  are    
approved  and  recognized  by  the Ministry  of  Education  for  salary  and    
promotion purposes.                                                             
IOL  started offering computer based educational courses to its students  in    
the 2006 financial year. Short courses were introduced in the 2007 financial    
year  extending the reach of the educational services provided. In addition,    
contact  sessions  are also presented via television five  days  a  week  to    
ensure  that "classes" are accessible to all students studying through  IOL.    
Students  tune in to the Namibia Broadcasting Corporation to gain access  to    
interactive classes. Student numbers grew by 16% in the 2008 financial  year    
and  46%  in  the  2007  financial year. The growth in  student  numbers  is    
primarily as a result of the following:                                         
 -     IOL  is  the only distance learning institution in Namibia  offering     
financing of its courses; and                                                  
 -     IOL is one of the few institutions offering the Advanced Certificate     
 in  Education  (ACE), which is recognised by the NQA and  results  in  the     
 upgrade  of  the  existing  teaching  qualification  from  category  C  to     
category D.                                                                    
2.2.2     Trustco Finance (Proprietary) Limited                                 
Trustco  Finance (Proprietary) Limited was established  to  provide  student    
loans   to   IOL   students   (currently   94%  of   students  utilise  this    
facility)  and  is a  micro-lender and therefore regulated by  the  Namibian    
Financial   Institutions  Supervisory  Authority.  The  focus   remains   on    
educational loans.                                                              
During the 2008 financial year, IOL`s student base increased from 11 950  as    
at  31  March 2007 to 15 500 as at 31 March 2008 and Trustco Finance`s  loan    
book  grew  by  47.3% from N$63.8 million as at 31 March  2007  to  N$  94.0    
million over the same period.                                                   
2.3        Trustco Mobile                                                       
One  of  the new innovative products launched by the group in June 2008  was    
Trustco Mobile, which provides micro insurance services to the uninsured  in    
the African context via a mobile distribution network. Trustco developed  an    
actuarial  model to provide free life insurance to mobile subscribers  based    
on  airtime spend. Life cover, which is based on 100 times the airtime spend    
in  a  30  day  period  and  which is capped, is valid  for  30  days  after    
activation  for  anyone between the ages of 16 - 60 years. The  concept  was    
launched  with  Namibia`s  second cellular operator,  CellOne,  and  it  has    
captured  more  than  10 000 subscribers in the first  3  months  since  its    
launch.                                                                         
The   systems  development  and  software  platform,  which  was   developed    
internally,  provides for a seamless integration with mobile  operators  and    
Trustco`s  Life  Insurance  system.  It  almost  provides  for  a  paperless    
environment and the ability to mass-underwrite in a short time span.            
Trustco Mobile intends to cater for the SADC population of which between 60%    
and  70%  do not have life insurance. The group has patented this  exclusive    
product internationally.                                                        
2.4         Trustco Property Holdings (Proprietary) Limited                     
Although  relatively  small  in terms of its  contribution  to  the  overall    
turnover  of  the  group, property development and holding  activities  have    
remained one of the trademark features of the company for a long time.          
Trustco  Property  Holdings (Proprietary) Limited ("Trustco  Property")  was    
established  in  1992  as a division within the group  and  later  became  a    
subsidiary holding company. It deals with the management and maintenance  of    
Trustco`s existing property portfolio, as well as the management of any  new    
developments.                                                                   
In April 2004, Trustco acquired approximately 368 hectares of unspoiled land    
in  the Lafrenz area, which is a 15 minute drive north of the Windhoek  city    
centre.  A development of around 1 800 housing units over the next 10  years    
is  planned  for middle income families. The concept of the new development,    
the  first of its kind in Namibia is to build residential houses in a secure    
area  and within walking distance of shops, schools, business facilities  as    
well as recreation and sports facilities.                                       
Trustco   Property`s  portfolio  consists  of  residential  and   commercial    
property, both in Namibia and, more recently, in South Africa. The value  of    
the portfolio is estimated to be in excess of R 160 million.                    
2.5         Trustco Media (Proprietary) Limited                                 
2.5.1      Trustco Newspapers                                                   
Informante  is  a  fast emerging specialist publication in Namibia,  with  a    
reputation for being first with the news on significant political,  economic    
and  social  developments and infotainment across the country,  as  well  as    
focussing on the growth momentum of the group by being its mouthpiece.          
The  weekly issue has succeeded in extrapolating tabloid news into a serious    
news-analytical publication thereby justifying its relevance to readers from    
all walks of society. This publication is distributed free of charge.           
Today,  Informante  is  read  weekly by a wide  range  of  institutions  and    
individuals  around  the   country, all of them united  in  their  need  for    
timely,   accurate   and   incisive  analysis  of   contemporary    Namibian    
developments.                                                                   
Informante has shown tremendous growth on all fronts. Its editorial content,    
which  initially focused on the growth momentum of the holding company,  has    
gradually  taken  on a national flair, depicting stories and  analysis  that    
matter  to  the  Namibian  society. Its advertising content,  likewise,  now    
consists of a broad array of companies and organizations, confirming that it    
has  indeed  developed  into  a  valuable medium  for  advertisers.  On  the    
distribution front, it now covers almost 95% of all major towns in Namibia.     
Informante received an award for the second consecutive year at this  year`s    
PMR  Golden Arrow Awards in the Category of Best Local Community Newsletter.    
Nominations  are  taken  from  the  general  Namibian  public  as  well   as    
businessmen  and other influential people. The nominations are collected  by    
the Professional Management Review, an independent South African company, to    
avoid any manipulation of the results.  A recent independent study concluded    
that the Informante is the most widely read newspaper in Namibia.               
2.5.2     Printas                                                               
Printas  is,  as  its  name  suggests a printing press,  which  operates  in    
Windhoek,  Namibia. It is owned 50/50 by the group and  The  Free  Press  of    
Namibia (Proprietary) Limited, publisher of the independent daily newspaper,    
The Namibian.                                                                   
It  started operations in September 2006. Apart from printing all issues  of    
the  Informante,  Printas  also prints inserts for  other  papers,  posters,    
flyers,  glossy  magazines  and handbooks for IOL.  This  business  unit  is    
affected  by  fluctuations in exchange rates and raw materials,  determining    
the import price of paper. Constant technological and operational innovation    
is therefore of the essence.                                                    
Negotiations  are underway with the view to possibly acquire all  shares  in    
Printas.                                                                        
2.6         Trustco Tourism Holdings (Proprietary) Limited                      
2.6.1      Trustco Air Services                                                 
The fleet consists of two luxurious Pilatus PC12 aircraft which are owned by    
Trustco  Fleet  Management Services (Proprietary) Limited,  a  wholly  owned    
subsidiary  of  Trustco Corporate (Proprietary) Limited.  The  focus  is  on    
charter services to rural regions of Namibia as well as to Botswana, Angola,    
Zambia  and  South Africa. These charter services have become an  invaluable    
tool  for the group. The service is extremely popular, with flight schedules    
booked  out  months  in advance. Management expects this  division  to  show    
strong growth and plans for expansion are already under way.                    
2.7         Financial Services outside Namibia                                  
2.7.1       Trustco   Financial  Services  (Proprietary)   Limited   ("TFS")    
(previously DexGroup Financial Services (Proprietary) Limited)              
On  2  November  2007  a  written agreement was concluded  between  DexGroup    
(Proprietary) Limited, a company incorporated in South Africa, and the group    
in  terms of which the group acquired the entire shareholding, loan accounts    
and  claims in TFS, including E-Sure, a computer software system with effect    
from 1 November 2007.                                                           
TFS has four wholly owned subsidiaries, details of which are as follows:        
 -    Brokernet (Proprietary) Limited;                                          
-     Trustco  Corporate Solutions (Proprietary) Limited  (previously  Dex     
 Corporate Solutions (Proprietary) Limited);                                    
 -    ICE Insurance Claims Exchange (Proprietary) Limited; and                  
 -     Trustco Informatix (Proprietary) Limited (previously Dex Informatrix     
(Proprietary) Limited).                                                        
TFS  and its subsidiaries conduct business in the financial services  sector    
in  South  Africa.  It  manages policy and claims administration  and  money    
management  on  behalf  of  registered brokers in the  short-term  insurance    
industry  at an agreed fee. Today TFS is a specialized provider of solution-    
driven  products  and services across the financial and management  services    
sectors. Flexibility and innovation is the essence of what TFS is about  and    
has  been  proven in unique methodologies such as volume business management    
methodologies.                                                                  
The greatest opportunities lie in those markets comprising a combination  of    
emerging  middle  class  and previously disadvantaged  communities  who  can    
benefit from the application of these unique methodologies and products.        
3.   PROSPECTS                                                                  
Trustco  realises that it has an important role to fulfil  in  the  Southern    
African  economy  and strives to ensure that services and products  are  the    
best  in  the  region. Trustco has made substantial progress in this  regard    
through continued development of its core segments, education and insurance,    
via  product and systems development for its insurance businesses  and  IOL.    
The  group`s  revenue has increased from N$44 million in the 2004  financial    
year  to  more  than  N$283  million in the 2008 financial  year,  with  the    
increase   in   turnover  being  attributable  to  the  various  initiatives    
implemented  by  the group in Namibia, primarily within  the  education  and    
insurance  segments  as noted above, and the acquisition  of  TFS  in  South    
Africa.                                                                         
The  key  drivers to Trustco`s future growth will be to build on  the  solid    
foundation  it has established in Namibia, as well as the roll  out  of  its    
operations  into selected countries in Southern Africa. The  group`s  latest    
creation  is  an exciting new micro insurance product and an  innovation  in    
mobile  telephony.  Trustco Mobile looks set to become  one  of  their  most    
lucrative ventures and is the latest product launched by the group  in  June    
2008.  The  premise of the Trustco Mobile concept is that it will cater  for    
the  between  60%  and  70% of the SADC population that  do  not  have  life    
insurance.  To this end the group intends to embark on further  capital  and    
debt raising exercises and acquisitions.                                        
The  dual  primary  listing on the Africa Board  of  the  JSE  will  enhance    
investor  and  public  awareness  of Trustco  and  its  activities,  thereby    
assisting  the group to sell the Trustco product and expertise  in  Southern    
Africa.  These  factors should result in substantial turnover  growth  being    
achieved over the next three years.                                             
The  greatest growth opportunities for the recently acquired TFS lie in  the    
application  of its unique methodologies and products to the target  market.    
The  products and services benefit the emerging middle class and  previously    
disadvantaged  communities.  The  business  of  TFS  is  considered  to   be    
complimentary  to certain of the services and products offered  by  Trustco.    
The  acquisition of TFS serves as a base and the first step in marketing the    
group`s services and products within the South African market.                  
4.   MAJOR AND CONTROLLING SHAREHOLDERS                                         
As  at  31 January 2009, following the conversion of the no par value shares    
into par value shares and the subdivision of the Trustco shares on the basis    
of   five  par  value  shares  for  every  one  held,  the  following  major    
shareholders are interested in the issued share capital of Trustco:             
Name of shareholder                  Number of   Percentage                     
shares      held                            
                                    held                                        
Q van Rooyen                         392     554 55.51                          
                                    120                                         
First   National   Bank   (Namibia)  113     971 16.12                          
Nominees                             795                                        
Standard Bank Namibia Nominees       108     793 15.38                          
                                    450                                         

TOTAL                                615     319 87.01                          
                                    365                                         
Save  as set out in the table above, no other shareholders will, as  far  as    
the  directors of Trustco are aware, directly or indirectly, hold 5% or more    
of the issued share capital of Trustco following the dual primary listing on    
the Africa Board of the JSE.                                                    
Insofar as is known to the directors, the controlling shareholder of Trustco    
is, and is anticipated to remain, as follows:                                   
Name of shareholder                  Number of   Percentage                     
                                    shares      held                            
                                    held                                        
Q van Rooyen                         392     554 55.51                          
                                    120                                         
5.   DIRECTORS                                                                  
The  full names, ages, business address and occupations of the directors  of    
Trustco are set out below:                                                      
Full name           Age    Occupation     Business address                      
                                                                                
Dr D Namwandi       54     Independent    International                         
Chairman       University of Management               
                                         59 Bahnhof Street                      
                                         Windhoek                               
                                         Republic of Namibia                    

V de Klerk          61     Independent    Swabou Building                       
                          non-           25 Schonlein Street                    
                          executive      Windhoek West                          
director       Republic of Namibia                    
                                                                                
M Nashandi          48     Independent    Government Offices                    
                          non-           Robert Mugabe Avenue                   
executive      Windhoek                               
                          director       Republic of Namibia                    
                                                                                
A Toivo Ya Toivo    84     Independent    7 Luderitz Street                     
non-           Windhoek                               
                          executive      Republic of Namibia                    
                          director                                              
                                                                                
Q van Rooyen        43     Managing       2 Keller Street                       
                          director       Windhoek                               
                                         Republic of Namibia                    
                                                                                
J Jones             37     Alternate to   2 Keller Street                       
                          Q van Rooyen   Windhoek                               
                                         Republic of Namibia                    
                                                                                
GRI Walters         39     Executive      2 Keller Street                       
                          director       Windhoek                               
                          business       Republic of Namibia                    
                          development                                           

FJ Abrahams         33     Financial      2 Keller Street                       
                          director       Windhoek                               
                                         Republic        of                     
Namibia                                
All of the directors are Namibian citizens.                                     
The directors of Trustco:                                                       
 -     have  considered all statements of fact and opinion in the  abridged     
pre-listing statement;                                                         
 -     accept, collectively and individually, full responsibility  for  the     
 accuracy of such statements; and                                               
 -     certify  that, to the best of their knowledge and belief, there  are     
no  omissions  of facts or considerations which would make any  statements     
 of  fact or opinion contained in this abridged pre-listing statement false     
 or  misleading and that all reasonable enquiries to ascertain  such  facts     
 have  been made and that this abridged pre-listing statement contains  all     
information required in terms of the NSX and JSE Listings Requirements.        
6.   SHARE CAPITAL AND DIVIDENDS                                                
      Authorised and issued share capital                                       
The authorised and issued share capital of Trustco, taking into account the     
listing costs which are to be offset against the share premium, are set out     
below:                                                                          
                                          Number of         Share               
                                             Shares       Capital               
(N$`000)               
Authorised                                                                      
2 500 000 000 par value ordinary           2 500 000       575 000              
shares of N$0.23 each                            000                            
Issued                                                                          
707 142 090 par value ordinary shares   707 142 090       162 645               
of N$0.23 each                                                                  
Share premium                                                3 361              
Less: 29 901 800 par value ordinary                        (6 877)              
shares of N$0.23 each -                                   (12 260)              
       deemed treasury shares                               (881)               
       Share premium - deemed                                                   
treasury shares                                                                 
Less:  Share issue expenses                                                     
                                                          145 988               
All  the  authorised and issued shares are of the same class and  rank  pari    
passu  in every respect. The entire share capital of Trustco will be  listed    
on the Africa Board of the JSE on Thursday, 19 February 2009.                   
    Dividends                                                                   
The directors of Trustco believe that as the group is in a high growth phase    
an  initial dividend cover of between 4 and 5 times will be sustainable.  As    
Trustco progresses and attains maturity, the directors believe that  a  more    
aggressive dividend cover of between 3 and 4 times will be more appropriate.    
The  dividend will be declared and paid in the form of a final dividend  and    
will  be  declared and paid after the annual financial statements have  been    
finalised.   It is the intention of the group to periodically consider  this    
dividend  policy  and  to  take into account prevailing  market  conditions,    
particular  circumstances  of  the group, and future  cash  requirements  in    
determining whether it would be appropriate to pay a dividend in respect  of    
any particular financial reporting period.                                      
Should the group resolve to pay dividends, Trustco will only declare and pay    
dividends  in  respect of any given financial year, early in  the  following    
financial  year, subject to any NSX and JSE timetable that may be applicable    
in respect to the declaration and payment of dividends by the group.            
In  terms of the group`s articles of association, any dividend that  remains    
unclaimed  for  a  period of three years after having been declared  by  the    
group, shall revert to the group.                                               
There is no arrangement under which future dividends will be waived or  have    
been waived, except for the staff share incentive scheme.                       
7.   EXTRACTS OF FINANCIAL INFORMATION                                          
Set  out  below is an extract from the historic income statement of  Trustco    
for the six months ended 30 September 2008 and the financial years ended  31    
March  2008 and 31 March 2007 the preparation of which is the responsibility    
of the directors.                                                               
TRUSTCO     TRUSTCO   TRUSTCO                     
                             Reviewed     Audited  Reviewed                     
                                                                                
                             6 months   12 months        12                     
months                     
                         30 September    31 March  31 March                     
                                 2008        2008      2007                     
                                R`000       R`000     R`000                     

Revenue                        178 783     208 207   114 210                    
Cost of sales                (113 211)   (118 928)  (54 325)                    
Gross profit                    65 572      89 279    59 885                    
Insurance income                43 416      75 704    68 085                    
Claims   and   benefits                   (19 688)  (15 286)                    
paid    on    insurance       (10 053)                                          
contracts                                                                       
Transfer             to          (271)       (274)       773                    
policyholder                                                                    
liabilities                                                                     
Change    in   unearned             99       (759)   (2 071)                    
premium provision                                                               
Gross profit                    98 763     144 262   111 386                    
Other income                     1 511      37 776     5 008                    
Administrative                (77 457)   (109 581)  (84 595)                    
expenses                                                                        
Net    profit    before                     72 457    31 799                    
investment      income,                                                         
fair  value adjustments         22 817                                          
and finance costs                                                               
Investment revenue               1 550      22 406    14 061                    
Profit  before interest         24 367      94 863    45 860                    
and taxation                                                                    
Fair value adjustments           1 024       1 889     9 694                    
Finance costs                 (11 278)    (38 201)  (24 755)                    
Profit before taxation          14 113      58 551    30 799                    
Taxation                         6 923      19 364       692                    
Profit after taxation           21 036      77 915    31 491                    
                                                                                
                                                                                
Attributable to:                                                                
Equity  holders of  the         20 474      77 682    32 863                    
parent                                                                          
Minority interest                  562         233   (1 372)                    
                               21 036      77 915    31 491                     

Weighted        average                    119 440   114 757                    
number  of  shares   in        125 882                                          
issue                                                                           
Earnings   per    share          16.26       65.04     28.64                    
(cents)                                                                         
Diluted  earnings   per          16.26       61.66     28.64                    
share (cents)                                                                   
Headline  earnings  per          15.92       38.83     23.43                    
share (cents)                                                                   
Diluted        headline                      36.82     23.43                    
earnings   per    share          15.92                                          
(cents)                                                                         
Dividends declared  per            5.0         2.5         -                    
share (cents)                                                                   
Dividends   paid    per            5.0         2.5         -                    
share (cents)                                                                   
Pro  forma earnings and headline earnings for the six month period ended  30    
September 2008 and the financial years ended 31 March 2008 and 31 March 2007    
following  the  subdivision of the Trustco shares and the issue  of  Trustco    
shares to D van Huyssteen                                                       
The  unaudited pro forma earnings and headline earnings set out  below  have    
been  prepared  on  the basis that the weighted average  number  of  Trustco    
shares in issue had been subdivided in the ratio of five shares for each one    
share held and that, following the subdivision, 7 001 405 ordinary shares of    
N$0.23  each had been issued to D van Huyssteen at N$0.71 each ("subdivision    
and  new  issue"). The unaudited pro forma financial information is provided    
for  illustrative  purposes  only  to  provide  information  about  how  the    
subdivision and new issue may have impacted on the group had the subdivision    
and  new  issue taken place on 1 April 2008, 1 April 2007 and 1 April  2006.    
Due  to the nature of the unaudited pro forma financial information, it  may    
not give a fair representation of the Group`s earnings and headline earnings    
per  share after the subdivision and new issue. The directors of Trustco are    
responsible  for  the  preparation  of the  unaudited  pro  forma  financial    
information.                                                                    
Pro  forma earnings and                     Before        After                 
headline  earnings  for                   Reviewed    Pro forma                 
the  six  months  ended                                                         
30 September 2008                                                               
                                                                                
Illustrative    average                                                         
number  of  shares   in                    125 882   636 410(1)                 
issue (`000)                                                                    
Pro  forma earnings per                      16.26      3.22(2)                 
share (cents)                                                                   
Pro    forma    diluted                      16.26      3.22(2)                 
earnings   per    share                                                         
(cents)                                                                         
Pro    forma   headline                      15.92      3.15(2)                 
earnings   per    share                                                         
(cents)                                                                         
Pro    forma    diluted                                                         
headline  earnings  per                      15.92      3.15(2)                 
share (cents)                                                                   
                                                                                
Pro  forma earnings and                     Before        After                 
headline  earnings  for                    Audited    Pro forma                 
the   year   ended   31                                                         
March 2008                                                                      
                                          119 440                               
Illustrative    average                                                         
number  of  shares   in                              604 200(1)                 
issue (`000)                                                                    
Pro  forma earnings per                      65.04     12.86(2)                 
share (cents)                                                                   
Pro    forma    diluted                      61.66     12.20(2)                 
earnings   per    share                                                         
(cents)                                                                         
Pro    forma   headline                      38.83      7.68(2)                 
earnings   per    share                                                         
(cents)                                                                         
Pro    forma    diluted                      36.82      7.28(2)                 
headline  earnings  per                                                         
share (cents)                                                                   
                                                                                
Pro  forma earnings and                     Before        After                 
headline  earnings  for                   Reviewed    Pro forma                 
the   year   ended   31                                                         
March 2007                                                                      
Illustrative    average                    114 757                              
number  of  shares   in                              580 785(1)                 
issue (`000)                                                                    
Pro  forma earnings per                      28.64      5.66(2)                 
share (cents)                                                                   
Pro    forma    diluted                      28.64      5.66(2)                 
earnings   per    share                                                         
(cents)                                                                         
Pro    forma   headline                      23.43      4.63(2)                 
earnings   per    share                                                         
(cents)                                                                         
Pro    forma    diluted                      23.43      4.63(2)                 
headline  earnings  per                                                         
share (cents)                                                                   
Notes:                                                                          
 1.   The after illustrative average number of shares in issue is the average   
    number of Trustco shares that would have been in issue if the subdivision   
and issue had taken place at the beginning of each period.                  
2.   The after earnings, diluted earnings, headline earnings and diluted        
headline earnings per share assumes that the subdivision and issue took         
place at the beginning of each period.                                          
8.   COPIES OF THE PRE-LISTING STATEMENT                                        
This  abridged  pre-listing statement is a summary of the  full  pre-listing    
statement  and has been prepared and issued in relation to the dual  primary    
listing of Trustco on the Africa Board of the JSE together with the existing    
listing  on  the  NSX. It contains the salient features of  the  pre-listing    
statement dated 16 February 2009, which should be read in its entirety for a    
full appreciation thereof. More information can be obtained by sending an e-    
mail to shares@tgi.na                                                           
Copies of the full pre-listing statement, in English, may be obtained during    
office hours at the following addresses:                                        
 -     the  registered  office  of  Trustco:  2  Keller  Street,  Windhoek,     
 Republic of Namibia; and                                                       
-     the  office of the Sponsor to Trustco, Questco Sponsors: The Campus,     
 57 Sloane Street, 1st Floor, Wrigley Field, Bryanston.                         
Windhoek                                                                        
12 February 2009                                                                
JSE Sponsors: Questco Sponsors (Pty) Ltd                                        
NSX Sponsors: IJG Securities                                                    
SA Legal advisors: Routledge Modise                                             
Namibian legal advisors: Van der Merwe                                          
Auditors and reporting accountant: BDO Spencer Steward                          
Date: 12/02/2009 12:39:16 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.
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
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