TRUSTCO GROUP HOLDINGS LIMITED - Cautionary Announcement: Trustco Group Holdings Limited ("Trustco") Transactions In Progress

Cautionary Announcement: Trustco Group Holdings Limited ("Trustco") Transactions In Progress

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)
JSE share code: TTO
NSX share code: TUC
OTCQX share code: TSCHY
ISIN Number: NA000A0RF067
("Trustco" or "the Company")


CAUTIONARY ANNOUNCEMENT: TRUSTCO GROUP HOLDINGS LIMITED
("TRUSTCO") TRANSACTIONS IN PROGRESS


1. Trustco    Shareholders ("Shareholders") are referred   to   the   cautionary
    announcement released on SENS on 16 January 2024, regarding the Company's
    processes of concluding pivotal transactions with key shareholders, as per below:

•   A planned equity investment in the amount of up to NAD950 million, through an
    option proposed by United States fund Riskowitz Value Fund LP ("RVF"), by way
    of a fresh issue of Trustco shares to RVF. This will enable RVF to make a cash
    investment into Trustco, entrenching itself as a key anchor investor and enabling
    the acceleration of value-creation activities already underway at Trustco, including
    a share buyback programme of Trustco's undervalued shares and the future
    payment of dividends.
•   Trustco is considering increasing its equity stake in Legal Shield Holdings Limited
    to 91.35% by acquiring 11.35% from RVF. Trustco currently holds 80% in this
    entity that houses the insurance and valuable real estate portfolios.

2. Shareholders are further referred to the announcement released on 1 September
    2023 wherein Trustco announced the terms granting the founder family an option
    to convert N$1,4 billion in loans into ordinary shares through a conversion option
    ("Next Option").

•   Under the circumstances, Shareholders are advised that the Company proposed
    to Next the introduction of a compulsory conversion instead of a conversion option.
    Material terms of this transaction may change.

3. Shareholders are also informed that the Company is considering a rights offer to
    minority shareholders (excluding Next and RVF) to enable minority shareholders
    the opportunity to participate in the company's growth and to minimize the
    dilutionary effect.

If negotiations are successfully concluded, these Transactions might have a material
effect on the price of the Company's securities. Shareholders are hereby advised that
the Company is in the process of finalising the terms of the Transactions.



Accordingly, Shareholders are advised to continue to exercise caution when dealing
in the Company's securities until a further detailed announcement regarding the
agreed terms of the Transactions is made. Any questions can be sent via email to the
company secretary at komada@tgh.na.


Windhoek, Namibia,
27 February 2024


Komada Holdings (Pty) Ltd
Company Secretary and Investor Relations Services to 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: 28-02-2024 07:46:00
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