TRUSTCO REQUESTS DELISTING FROM CURRENT EXCHANGES IN PREPARATION FOR NASDAQ MOVE

Windhoek, Khomas, Namibia, 22nd Jan 2025 – Trustco Group Holdings Limited (“Trustco” or “the Company”) announced today that its Board of Directors is evaluating options to delist from its primary listing on the Johannesburg Stock Exchange (JSE), its secondary listing on the Namibian Stock Exchange (NSX), as well as the OTCQX Market in the United States.

Trustco Nasdaq Listing Expansion

“For nearly two decades, Trustco has maintained its listing in Southern Africa, serving a predominantly local shareholder base,” said Quinton van Rooyen, CEO of Trustco Group Holdings. “However, we’ve witnessed a significant shift in our investor demographics, with a substantial portion of our shareholders now based in the United States. This natural evolution, combined with our planned Nasdaq listing, positions us to better serve our investors and enhance shareholder value.”

Quinton van Rooyen, CEO of Trustco Group Holdings

The proposed delisting process will include the appointment of an independent expert to provide an updated fairness opinion as required by JSE Listings Requirements. Trustco is engaging with the affected stock exchanges regarding a formal delisting proposal.

The Company has also requested an immediate suspension of share trading due to several factors affecting market information symmetry. The ongoing engagement with the JSE regarding the delisting process presents challenges in coordinating with shareholders across different time zones and jurisdictions, creating potential information gaps until the formal delisting announcement and offer are made. Additionally, the Company is currently undergoing three simultaneous audits – a PCAOB audit by USA auditors for Nasdaq requirements, along with South African and Namibian audits – each with different jurisdictional requirements and reporting periods. This situation has resulted in varying levels of information being submitted to different regulators for different purposes.

Trustco Delisting Fairness Opinion Update

The Board notes that valuation methodologies and requirements differ significantly across these financial jurisdictions, with certain information being price-sensitive in one jurisdiction while holding different relevance in another. These jurisdictional differences affect both stakeholder engagement requirements and the preparation of the fairness opinion required for the delisting offer.

Furthermore, the recent cautionary announcement on SENS could impact share price trading and market volatility, potentially affecting the fairness opinion. The requested suspension aims to protect shareholder value until the fairness opinion is completed and the formal announcement is made.

A comprehensive formal offer detailing the proposed delisting will be communicated to shareholders. This will include, but will not be limited to, how previously announced transactions and corporate actions will be affected, details regarding the planned Nasdaq direct listing announced on November 21, 2024, and all other information required by the Listings Requirements and Namibian Company Law.

About Trustco:

Trustco Group Holdings Limited is a holding company headquartered in Windhoek, Namibia, that owns subsidiaries engaged in diverse business activities spanning the real estate, mining, insurance, micro-finance, and education sectors.

Trustco’s ordinary shares are listed in the JSE under the symbol “TTO” and in the NSX under the symbol “TUC.” Trustco’s American Depositary Shares are quoted on the OTCQX through its ADR program under the symbol “TSCHY.”

About Namibia:

Namibia is a Southern African country with a population of approximately three million and a GDP per capita of USD 5031 in 2022. The country is endowed with rich natural resources, with recent major discoveries of oil and gas reserves, lithium deposits and rare earth minerals that are vital for technology demand globally, with developments also underway in its green hydrogen projects. The Namibian government has heralded these discoveries as a transformative period, holding the potential to double the nation’s GDP by 2040.

The country’s economy expanded by 4.2% in 2023 and is projected to expand by 3.1% in 2024 and 3.9% in 2025, following a recovery of 5.3% in 2022 from the COVID-19 pandemic. With its wealth of natural resources, pro-business environment, political stability and increasingly skilled workforce, Namibia offers attractive investment prospects across all sectors.

Forward-Looking Statements:

All statements made in this media release with respect to Trustco’s current plans, estimates, strategies beliefs and other statements that are not historical facts, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” or the negative of these words or other similar terms or expressions. Such statements reflect the current views of management and are subject to a number of risks and uncertainties.

The Company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on these forward-looking statements. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

Frequently Asked Questions (FAQs)

1. What has Trustco Group Holdings announced regarding stock exchange listings?

Trustco Group Holdings has announced that it is evaluating a potential delisting from the Johannesburg Stock Exchange (JSE), the Namibian Stock Exchange (NSX), and the OTCQX market in the United States. In addition, the company considers this move as part of preparations for a planned Nasdaq listing.

2. Why is Trustco considering a move to Nasdaq?

The company is considering a Nasdaq listing because its investor base is increasingly based in the United States. In addition, the move aims to improve access to global investors. Moreover, it may help enhance shareholder value over time.

3. Which stock exchanges may Trustco delist from?

Trustco may delist from the Johannesburg Stock Exchange (JSE), the Namibian Stock Exchange (NSX), and the OTCQX market. In addition, these changes form part of a broader restructuring plan linked to a possible Nasdaq listing.

4. What is the reason for requesting a trading suspension?

Trustco requested a temporary trading suspension to manage information differences across jurisdictions. In addition, the company aims to ensure transparency during ongoing regulatory and audit processes. Moreover, the suspension helps reduce market uncertainty while decisions are finalized.

5. What audits is Trustco currently undergoing?

The company is undergoing multiple audits, including a PCAOB audit for Nasdaq requirements, along with audits in South Africa and Namibia. In addition, these audits follow different regulatory standards and reporting requirements across jurisdictions.

6. How will the delisting process be handled?

Trustco will handle the delisting process by appointing an independent expert to provide a fairness opinion, as required by stock exchange rules. In addition, the company engages with relevant exchanges to ensure compliance with listing and shareholder protection requirements.

7. Will shareholders receive detailed information about the delisting?

Yes, shareholders will receive a formal offer that includes details of the delisting process and its potential impact. In addition, it will include information about the planned Nasdaq listing. Moreover, the company will share this information according to regulatory requirements.

8. How could the Nasdaq listing affect Trustco investors?

A Nasdaq listing may change the company’s investor base and improve visibility in international markets, especially in the United States. However, actual outcomes depend on market conditions, regulatory approvals, and investor response.

9. What challenges is Trustco facing during this transition?

Trustco faces challenges such as differing regulatory requirements across jurisdictions, varying valuation standards, and coordination across time zones. In addition, these factors can affect timing, reporting, and communication with shareholders.

10. What are forward-looking statements in Trustco’s announcement?

Forward-looking statements refer to projections and expectations about future plans, such as the Nasdaq listing. In addition, these statements rely on current assumptions. However, they may change due to market conditions, regulatory decisions, or external factors.

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: 22012522807