TRUSTCO GROUP HOLDINGS LIMITED - Riskowitz Value Fund To Invest Up To USD 100 Million On A Non-Exclusive Basis In Trustco Group Holdings Limited

Riskowitz Value Fund To Invest Up To USD 100 Million On A Non-Exclusive Basis In Trustco Group Holdings Limited

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")


RISKOWITZ VALUE FUND TO INVEST UP TO USD 100 MILLION ON A NON-
EXCLUSIVE BASIS IN TRUSTCO GROUP HOLDINGS LIMITED



Shareholders are referred to the announcement published on SENS on 15 April 2024
in terms where shareholders were advised of upcoming pivotal transactions. The
Listings Requirements of the Johannesburg Stock Exchange ("JSE LR") stipulate that
a related party transaction means a transaction as contemplated in section 9 of the
JSE LR or other agreement with a related party - should be announced.


Trustco Group Holdings Limited ("Trustco") entered into a non-exclusive agreement
with Riskowitz Value Fund ("RVF"), a US-based foreign limited partnership existing
under the laws of the United States of America of 325 Chestnut Street, 8 th Floor,
Philadelphia, PA, 19106, United States of America.


RVF is a 23% shareholder in Trustco and is defined as a related party in the JSE LR.
RVF has been an equity holder in Trustco for more than 10 years.
1.      Terms of Agreement


1.1       Trustco and RVF agree on a non-exclusive basis for the duration of the
          Agreement, as follows:


1.1.1     RVF may invest hybrid capital into Trustco or such other capital that Trustco
          approves of up to USD100 million (One Hundred Million US Dollars).


1.1.2     The nature and extent of the investment and subscription prices, if any, shall
          be agreed between the parties.


1.1.3     The availability provided would be for 6 (six) months from the date this
          Agreement has been announced on SENS, unless extended by mutual
          consent.


1.1.4     Should any amount be invested in tranches, such tranches shall be subject to
          regulatory and internal approvals as may be required.


1.1.5     Nothing in this Agreement, whether express or implied shall: (i) be construed
          as creating a partnership between RVF and Trustco; or (ii) constitute RVF as
          an agent or representative of Trustco; or (iii) entitle RVF to bind or attempt to
          bind Trustco or its nominee, or to portray to any third party that it has the
          authority to bind Trustco or to confer any obligation on Trustco.


1.1.6     RVF shall carry out the Agreement as an independent contractor. RVF is not
          acting as a broker-dealer and will make any investment for its own or its
          associate's accounts.


2.        Fees and interest


2.1       Each party will carry its own cost and no commission or fee will be paid by
          either party for any investment into Trustco, unless otherwise agreed by the
          Parties.
This appointment will not constitute a transaction as set out in the JSE LR.


Windhoek, Namibia,
16 April 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: 16-04-2024 04:50:00
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