TRUSTCO GROUP HOLDINGS LIMITED - Update on the Herboths Transaction
Update on the Herboths Transaction:
Update on the Herboths 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 HERBOTHS TRANSACTION
1. INTRODUCTION
Shareholders are referred to the SENS announcement dated 11 February 2020 (“Terms
Announcement”) in terms whereof it was announced that Trustco Property Holdings Limited
(“Trustco Properties”), a wholly owned subsidiary of Legal Shield Holdings Limited (“LSH”),
and Constantia Risk and Insurance Holdings Limited (“Constantia”) (“the Parties”) entered
into a binding share sale and subscription agreement (“Sale and Subscription Agreement”) in
terms of which Trustco Properties shall dispose of 100% of the issued share capital (“Sale
Shares”) and all loan accounts (if any) of Herboths Property Development (Proprietary)
Limited (“Herboths”), a wholly owned subsidiary of Trustco Properties, to Constantia for a
total consideration (“Purchase Consideration”) of NAD 1 000 000 000 (“one billion Namibia
Dollars”) (“The Herboths Transaction”).
2. ADDENDUM TO THE SALE AND SUBSCRIPTION AGREEMENT
The Sale and Subscription Agreement stipulated that the Conditions Precedent need to be
fulfilled or waived by the parties in writing on or before 31 March 2020, or such later date as
the parties may in writing agree upon. Subsequently the parties entered into an addendum to
the Sale and Subscription Agreement in terms whereof the date for the completion of the
Conditions Precedent was extended to 30 April 2020.
3. CONDITIONS PRECEDENT
Shareholders are advised on the progress made by the parties on the Conditions Precedent:
3.1 The Parties submitted an application to the Competition Commission of Namibia on the sale
of the HB Property and therefore Trustco is ensuring all Competition Commission regulatory
approvals are in process and approvals in principle are being obtained.
3.2 The Parties entered into an arm’s length Property Services and Management Agreement.
4. IRREVOCABLE UNDERTAKINGS
Trustco received irrevocable undertakings to vote in favour of the Herboths Transaction
representing 1 014 000 060 of the 1 180 577 734 Shares entitled to vote at a general meeting
which represents 85.89% of the shares entitled to vote.
2 April 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: 02-04-2020 04:25:00
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