TRUSTCO FOUNDING FAMILY RECEIVES PRIVATE OFFER FROM VELDBRIDGE HOLDINGS IN ORDER TO ACCELERATE LISTING ON SENIOR STOCK EXCHANGE IN THE UNITED STATES
Trustco Group Holdings Ltd (“Trustco”) disclosed that Trustco’s founding family shareholder and Group Chief Executive Officer, Dr Quinton van Rooyen, have been the subject of a private acquisition offer made by VeldBridge Holdings Ltd, an investment company incorporated in the Cayman Islands.
Scope of the Offer and Debt Assets Involved
The offer includes Dr van Rooyen’s total shareholding in Trustco. VeldBridge also intends to take on debt assets, which include both interest-bearing and non-interest-bearing elements, subordinated and first-ranking obligations, and secured and unsecured claims for the value of NAD 5,053,073,500 (USD 281 million). These are held by the family against Trustco entities, with the family presently owning 71% of long-term debt in the group.
Proposed Financing and NASDAQ Listing Withdrawal
In relation to the offer, VeldBridge or one of its subsidiaries would grant Trustco access to up to USD 250 million (NAD 4.5 billion) of debt financing at interest rates not higher than 6.5% per annum. The transaction would also obligate Trustco to retract its existing application for listing on NASDAQ under the “TRCO” ticker, allowing VeldBridge to consider its own international listing strategy.
Leadership and Board Members in Focus
Left to Right: Quinton Z van Rooyen, Trustco Group Holdings Deputy CEO, Advocate Raymond Heathcote SC, Chair of the Trustco Group Holdings Board, and Dr Quinton van Rooyen, Group MD of Trustco Group Holdings Limited.
Perspective of Deputy CEO on Expansion and Capital Investment
“This proposal is a fantastic opportunity for Trustco to bring forward listing plans for a senior US stock exchange,” stated Quinton Z van Rooyen, Deputy CEO of Trustco Group Holdings. “The suggested capital contribution of up to USD 250 million (NAD 4.5 billion) would enable the group to capitalize on opportunities for growth and is yet another endorsement of Trustco’s capacity to create superior returns for its shareholders.”
CEO Dr Quinton van Rooyen on Investor Confidence in Namibia
“The offer has been noted by the family. We shall now enter into discussions with like-minded debtholders and shareholders, while obtaining the regulatory approvals required. Namibia recently secured high-value, long-term growth capital investment, and this is not different. Namibia and its people are worthy of the confidence investors have in its future, because they worked hard for it over an extended period”, added Dr Quinton van Rooyen, Group MD of Trustco Group Holdings Limited.
Chairman’s Comment on Shareholder Value
“Today’s transaction is in the best long-term interests of Trustco, and we believe has the ability to unlock considerable shareholder value. This strategy more accurately reflects the inherent underlying value of our business and will allow us to take advantage of the unparalleled growth opportunities that drew me 15 years ago as Chairman of this Group.”. The Board and myself are constantly under pressure to be dynamic thinkers, and we will always look out for what is in the best interest of our shareholders,” Advocate Raymond Heathcote SC, Chairman of the Board, said.
VeldBridge Offer Structure and Equity Exchange Mechanism
VeldBridge framed the offer in the form of an equity exchange mechanism, presenting Dr Quinton van Rooyen or his Nominee with more than 7.3 billion common shares and 5,000 Series B preferred shares in the acquiring entity. The Series B preferred shares would give Dr van Rooyen voting control of VeldBridge, which plans to seek a public listing on either NASDAQ or the New York Stock Exchange by the first quarter of 2026.
Board Appointment and Share Lock-Up Period
Furthermore, Dr van Rooyen would be appointed to the board of directors of VeldBridge. The offer provides a 12-month lock-up period for VeldBridge shares owned by Dr van Rooyen upon the expected public listing.
VeldBridge’s Commitment to Namibia’s Social Development
VeldBridge has also pledged to set up a Namibian non-profit foundation, offering seed capital of up to USD 5 million (NAD 90 million) for social upliftment and community development activities. Such a foundation would function independently to serve Namibian communities and be supportive of local development initiatives.
Timeline and Validity of the Acquisition Offer
The offer is open for acceptance until 21 working days from the date VeldBridge formally advises Dr van Rooyen of its application to NASDAQ or NYSE for listing approval or withdrawal of Trustco’s NASDAQ application, whichever is later. Where applicable, regulatory and foreign exchange approvals will be needed. The acquisition is contingent on customary regulatory approvals and binding agreements on acceptance of the offer, whose terms can differ from the offer.
Shareholder Flexibility and Repurchase Rights of the Company
The Board records that VeldBridge is presently entitled to negotiate confidentially with any other shareholders of Trustco to purchase some or all of their holdings, while Trustco is still entitled to buy back any of its issued shares. The Trustco Board recognizes that this is an offer directly made privately to Dr van Rooyen as a shareholder and creditor and has not been required to provide a recommendation regarding the offer at the moment.
Investor Guidance and Further Announcements
Shareholders and investors should note that the Company will make further announcements on any material developments in relation to this offer as necessary.
About Trustco Group Holdings
Trustco Group Holdings Limited is a Windhoek, Namibia-based holding company whose subsidiaries carry out various business activities across the real estate, mining, insurance, micro-finance, and education industries.
About the Economy of Namibia and Investment Opportunities
Namibia is a Southern African nation with a population of about three million and GDP per capita of USD 4 266 in 2024. Namibia is richly endowed with natural resources with recent significant finds of oil and gas reserves, lithium deposits and rare earth minerals that are critical for technology consumption across the world with developments also in progress in its green hydrogen initiatives. The discoveries have been welcomed by the Namibian government as a revolutionizing time, with the potential to double the country’s GDP by 2040.
The economy of the country grew by 3.7% in 2024 and is expected to grow by 3.8% in 2025 and 4.0% in 2026. With its abundance of natural resources, business-friendly atmosphere, political stability and increasingly educated labor force, Namibia presents good investment opportunities in all sectors.
Forward-Looking Statements Disclaimer
All of the statements here in this news release with respect to the current plans, estimates, strategies, beliefs and other statements that are not historically facts are forward-looking statements. In certain instances, you can recognize forward-looking statements because they include words like “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” or the negative of those words or other comparable terms or expressions. These statements represent the views of management as of the date of preparation and are subject to a variety of risks and uncertainties. The Company might not, in fact, realize the plans, intentions or expectations expressed in its forward-looking statements, and you should not rely on the forward-looking statements in making any investment decisions. The statements are made based on a number of assumptions and factors, some of which are general economic and market conditions, industry conditions, and operating factors. Changes in such assumptions or factors could cause real results to differ materially from current expectations.
Media Contact
Organization: Trustco Group Holdings
Contact Person: Neville Basson
Website: https://www.tgh.na
Email: Send Email
Contact Number: +264612754501
Address: 2 Keller Street, Trustco House
Address 2: Windhoek
City: Windhoek
State: Khomas
Country: Namibia
Release Id: 08082532047