| Fri 28 Oct 2011, 12:57 | | TTO - Trustco Group Holdings Limited - Options in respect of a specific |
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TTO
TTO
TTO - Trustco Group Holdings Limited - Options in respect of a specific
share repurchase and related cautionary announcement
TRUSTCO GROUP HOLDINGS LIMITED
Incorporated in the Republic of Namibia
(Registration number 2003/058)
NSX share code: TUC
JSE share code: TTO
ISIN Number: NA000A0RF067
("the Company" or "Trustco")
Options in respect of a specific share repurchase and related cautionary
announcement
1. Introduction
Trustco is pleased to announce that it has entered into an agreement
with Renaissance Africa Master Fund ("the Fund") ("the agreement"), the
terms of which may result in Trustco, or its nominee, repurchasing 74
331 920 or 10.5% of its ordinary shares in issue ("the repurchase
shares") ("the transaction").
The transaction may be effected through the exercise by Trustco of a
call option over the repurchase shares ("the call option") or the
exercise by the Fund of a put option over the repurchase shares ("the
put option") (collectively, "the options") on the terms and conditions
set out below.
JSE Limited ("the JSE") has provided the Company with a dispensation to
enter into the agreement during a closed period, as defined in the JSE
Listings Requirements (a "closed period"), provided that the approval of
shareholders in general meeting may not be sought, nor the options
exercised, during a closed period.
2. Terms of the options
2.1 The call option
Trustco shall be entitled to acquire the repurchase shares at a price of
110 cents per share or an aggregate consideration of R81 765 112 on
written notice to the Fund.
2.2 The put option
The Fund shall be entitled to dispose of the repurchase shares at a
price of 70 cents per share or an aggregate consideration of R52 032 344
on written notice to Trustco.
The put option shall be exercisable by the Fund in tranches of 25% of
the repurchase shares. The Fund may not exercise its option in respect
of more than one tranche in any consecutive 30-day period.
3. Rationale
The board of directors of Trustco ("the Board") are of the opinion that
the current share price of Trustco does not reflect the intrinsic value
of the shares. The Board are therefore of the opinion that the exercise
price of the put and call options ("the strike price") are below the
intrinsic value per share and as such that this transaction will be
value enhancing to the Company.
In addition, this transaction will provide Trustco with the opportunity
to acquire a large block of Trustco shares.
4. Suspensive Conditions
The agreement is subject to the approval of the requisite majority of
Trustco shareholders voting in favour of the transaction at a general
meeting.
5. Duration of the options
Other than in a closed period and save for the limitations set out in
paragraph 2.2 above, the options may be exercised by either party at any
time during the 24-month period following the date on which the last of
the suspensive conditions have been met.
6. Cancellation and termination of listing of the repurchase shares
On exercise of the options and to the extent permissible in terms of the
Namibian Companies Act, Act 21 of 2004 ("the Act"), the Company will
affect the share repurchase through a nominee company thereby creating
treasury shares.
The Act permits a company to hold as treasury shares no more than 10% of
its shares in issue. Accordingly, the Company will directly acquire that
number of repurchase shares to ensure compliance with the Act. These
repurchase shares will be cancelled and application will be made to
terminate their listing on the JSE.
7. Related party
The Fund is a material shareholder of Trustco and, in terms of the JSE
Listings Requirements, the transaction is classified as a related party
transaction. Accordingly, the Board has appointed QuestCo Sponsors (Pty)
Limited ("QuestCo") to provide it with an opinion as to the fairness of
the transaction.
The appointment by the Board of QuestCo is subject to the approval by
the JSE in terms of JSE Listings Requirements schedule 5.
8. General meeting
A general meeting of Trustco shareholders will be held on or about 12
January 2012, but subject to the closed period provision set out in
paragraph 1 above, in order to obtain the requisite shareholder approval
("the general meeting"). The specific dates and times relating to the
general meeting will be published on SENS and in the press in due
course.
9. Circular
A circular containing details of the repurchase and containing a notice
of general meeting of Trustco shareholders will be dispatched to
shareholders on or about 25 November 2011.
10. Cautionary announcement
The pro forma financial effects of the transaction have not yet been
finalised. Shareholders are therefore advised to continue exercising
caution when dealing in the Company`s securities until such information
is released.
As the shares in question are listed on the JSE, NSX approval has not
been sought.
By order of the Board
Margot Gebhardt
Company Secretary
Windhoek
28 October 2011
JSE Sponsor
QuestCo Sponsors (Pty) Ltd
NSX Sponsor
IJG Securities (Pty) Ltd
Date: 28/10/2011 12:57:00 Produced by the JSE SENS Department.
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