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Update Regarding the Acquisition by LSH of Constantia and Conduit Ventures and Renewal of Cautionary Announcement:
Update Regarding the Acquisition by LSH of Constantia and Conduit Ventures and Renewal of Cautionary Announcement
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 REGARDING THE ACQUISITION BY LSH OF CONSTANTIA AND CONDUIT VENTURES AND
RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Trustco Shareholders (“Shareholders”) are referred to the announcement released on SENS on 9
December 2019 (“Constantia Acquisition Announcement”) in respect of the acquisition by Legal
Shield Holdings Limited (“LSH”) of all the shares and claims held by Conduit Capital Limited (“Conduit”)
in Constantia Risk and Insurance Holdings Proprietary Limited (“Constantia”) and Conduit Ventures
Proprietary Limited (“the Constantia Transaction”).
Shareholders are further referred to the announcement released on SENS on 11 February 2020
(“Acquisition and Cautionary Announcement”) regarding the acquisition by Constantia of 100% of
the issued share capital of Herboths Property Development (Proprietary) Limited (“Herboths”) from
Trustco Properties Proprietary Limited, a wholly owned subsidiary of LSH (“the Herboths
Transaction”).
As set out in the Acquisition and Cautionary Announcement, Shareholders were advised to exercise
caution when trading in Trustco shares due to a possible change of the terms and the structure of the
Constantia Transaction due to the implementation of the Herboths Transaction prior to the Constantia
Transaction.
Trustco wishes to emphasize to Shareholders the Herboths Transaction will proceed on the same
terms as those set out in the Acquisition and Cautionary Announcement and will be implemented
prior to the Constantia Transaction.
However the structure of the Constantia Transaction is currently being reviewed independently of the
impact of the Herboths Transaction and should this structure change, there may be an adjustment of
the Purchase Consideration.
2. Update on the Constantia Transaction
The Constantia Transaction is a related party transaction in terms of section 10 of the Listings
Requirements of JSE Limited (“Listings Requirements”) and therefore requires a circular (“Constantia
Circular”) to be dispatched to Shareholders within 60 days as per paragraph 10.9 of the Listings
Requirements.
The JSE has granted dispensation to Trustco to issue the requisite circular to Shareholders to a date
later than the prescribed 60 days as set out in the Listings Requirements.
In this regard the market will be updated before 31 March 2020 in a SENS announcement as to the
expected timelines regarding the Constantia Circular to be issued to Shareholders.
3. Renewal of Cautionary Announcement
Shareholders are referred to the cautionary announcement dated 11 February 2020 regarding the
Constantia Transaction and are advised that until an announcement is released regarding the update
on the Constantia Transaction, caution must continue to be exercised when dealing in the Company’s
securities.
13 March 2020
Komada Holdings (Pty) Ltd
Company Secretary
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: 13-03-2020 08:56:00
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