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Posting of Circular and Notice of General Meeting
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
ISIN Number: NA000A0RF067
(“Trustco” or “the Company”)
Posting of Circular and Notice of General Meeting
1. Introduction
Trustco shareholders (“Shareholders”) are referred to the announcement which was
published on SENS on 8 October 2018, regarding the unsecured subordinated shareholders
loan of an amount of up to NAD 1 billion to be provided to the Company by Dr Quinton van
Rooyen, together with his investment vehicle, being Next Investments (Pty) Ltd (“the
Lender”), with the loan being an interest only loan with the capital amount repayable on 31
March 2024 either in cash or in TTO shares at the election of the Lender (“the Transaction”).
Shareholders are advised that the Company has today, 14 December 2018, posted a circular
pertaining to the Transaction (“Circular”), which document incorporates a notice of general
meeting of shareholders (“General Meeting”) to be held at 10:00 on Tuesday, 22 January
2019.
Copies of the Circular may be obtained from the Company’s website
at https://www.tgh.na/investors/circulars or from 2 Keller Street, Windhoek, Namibia, or
from the offices of the company’s sponsor, Vunani Corporate Finance, at Vunani House,
Vunani Office Park, 151 Katherine Street Sandton, from Friday, 14 December 2018 to Tuesday,
22 January 2019.
2. Notice of General Meeting
The General Meeting will be held at 10:00 on Tuesday, 22 January 2019 at the registered
office of Trustco, 2 Keller Street, Windhoek, Namibia, to consider, and, if deemed fit, to pass,
with or without modification, the resolutions set out in the Circular.
3. Important Dates and Times
The salient dates and times relating to the General Meeting are set out in the timetable
below. Words and expressions in the timetable and notes thereto shall have the same
meaning as assigned to them in the Circular.
Record date to determine which Shareholders are entitled to
receive the Circular Friday, 7 December 2018
Circular posted to Shareholders and Notice convening the
General Meeting published on SENS on Friday, 14 December 2018
Last Day to Trade Shares in order to be recorded in the Namibian
Share Register to vote at the General Meeting (see note 5 below) Friday, 4 January 2019
Last Day to Trade Shares in order to be recorded in the South
African Share Register to vote at the General Meeting (see note 5
below) Tuesday, 8 January 2019
Record Date for Shareholders to be recorded in the Register in
order to be eligible to vote at the General Meeting Friday, 11 January 2019
Forms of proxy for Shareholders recorded on the Register to be
received by the South African Transfer Secretaries and by the Friday, 18 January 2019
Namibian Transfer Secretaries by 10:00 on
General Meeting to be held at 10:00 on Tuesday, 22 January 2019
Results of General Meeting published on SENS on Tuesday, 22 January 2019
Notes:
1. The above dates and times are subject to amendment. Any such amendment will be
published on SENS.
2. A form of proxy not lodged with the Transfer Secretaries may be handed to the chairman
of the General Meeting before the proxy exercises the voting rights of the Shareholder at
the General Meeting.
3. If the General Meeting is adjourned or postponed, a form of proxy submitted for the initial
General Meeting will remain valid in respect of any adjournment or postponement of the
General Meeting.
4. If the General Meeting is adjourned or postponed then forms of proxy that have not yet
been submitted should be lodged with the Transfer Secretaries preferably by no later than
48 hours before the adjourned or postponed General Meeting but may nonetheless be
handed to the chairman of the adjourned or postponed General Meeting before the proxy
exercises the voting rights of the Shareholder at the adjourned or postponed General
Meeting.
5. Shareholders should note that, as transactions in Shares are settled in the electronic
settlement system used by Strate, the settlement of the trade takes place three Business
Days after such trade on the South African Share Register and five Business Days after such
trade on the Namibian Share Register. Therefore, Shareholders who acquire Shares after
the Last Day to Trade will not be eligible to vote at the General Meeting.
6. All times given in this Circular are specified as either local times in Namibia or South Africa.
Any reference to local times will apply to the country in which the action is required.
7. Shareholders who have not Dematerialised their Shares will not be able to do so between
Monday, 7 January 2019 and Friday, 11 January 2019, both dates inclusive for those
Shareholders registered in the Namibian Share Register.
8. Shareholders who have not Dematerialised their Shares will not be able to do so between
Wednesday, 9 January 2019 and Friday, 11 January 2019, both dates inclusive for those
Shareholders registered in the South African Share Register.
9. Dematerialised Shareholders are required to notify their duly appointed CSDP or Broker of
their response to the Odd-lot Offer in the manner and time stipulated in the agreement
governing the relationship between the Odd-lot Holder and his/her CSDP or Broker.
Windhoek, Namibia
14 December 2018
Amanda Bruyns
Company Secretary: Trustco Group Holdings Limited
JSE Sponsor
Vunani Corporate Finance
NSX Sponsor
Simonis Storm Securities Proprietary Limited
Date: 14/12/2018 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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