| Wed 21 Aug 2013, 9:37 | | TRUSTCO GROUP HOLDINGS LIMITED - withdrawal of cautionary |
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TTO 201308210012A
withdrawal of cautionary
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
(“Trustco” or “the Company”)
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to prior cautionary announcements, the last of
which was published on 13 August 2013, relating to the International
Finance Corporation (“IFC”) in principle agreement for the subscription of
shares and partial bond guarantee. The IFC’s board has approved up to a
ZAR300,000,000 investment in the Company. Shareholders are accordingly
advised that the Company has successfully concluded negotiations and has
entered into appropriate agreements with the IFC which agreements have been
approved by the boards of the Company and the IFC.
The salient terms of the agreements are the following:
1. The Company will issue a total of ZAR200,000,000 (two hundred million
Rand) Senior Secured Floating Rate Notes. The IFC will subscribe for
two tranches of notes, with the first tranche repayable in three
years time and the second in four years time. The notes will be
issued at par with a coupon of 3 month JIBAR plus 3.25%, payable
semi- annually. This is the first issue under the Company’s ZAR1
billion listed bond programme.
2. The Company will issue up to 35 million fully paid ordinary shares of
the Company on or about 27 August 2013, representing approximately
4.5% of the Company’s ordinary shares outstanding on a fully diluted
basis immediately following IFC’s investment (the “IFC Shares”), at a
price of ZAR0.85 per share and an aggregate purchase price of up to
ZAR29.75million (the “Share Subscription”) under the Company’s
general authority to issue shares. This is a further positive
endorsement by the IFC of the Company and its strategies
3. The IFC is not a material shareholder of Trustco, in terms of the JSE
Listings Requirements; hence the Share Subscription is classified as
a non- related party transaction.
4. Subject to paragraph 5.52(e) of the JSE Listings Requirements
shareholder approval of the general authority to issue shares for
cash ordinary resolution was granted with a majority of the votes
cast by more than 75% of the shareholders on 26 September 2012.
5. In addition to the Share Subscription the IFC shall have an option,
subject to appropriate approvals being obtained by the Company, which
will allow the IFC to purchase up to forty million fully paid
ordinary share of the Company at an exercise price of the higher of
ZAR1.30 per share or the 30 day average trading price per share less
2.5%.
6. The IFC shall, subject to appropriate approvals being obtained by the
Company, have a right, which begins on the third anniversary of the
date on which IFC first subscribes for the IFC Shares, subject to
certain liquidity conditions being present, to dispose all of the
shares in the Company then held by IFC to the Company at the put
price which is greater of the listed share price or Equity Value
based on Enterprise Value calculated on the same EBITDA multiple as
IFC entry price, with adjustments for cash and debt.
As negotiations have now successfully been concluded, caution is no longer
required to be exercised by shareholders when dealing in their securities.
By order of the Board.
DJ Steyn
Company Secretary
Windhoek,
21 August 2013
JSE Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
NSX Sponsor
IJG Securities (Pty) Limited
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Adviser to the Company as to South African Law
Date: 21/08/2013 09:37:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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