Staff Writer
Trustco Group Holdings Limited has terminated its transaction framework with Legal Shield Holdings Limited after concluding that the conduct of Riskowitz Value Fund LP was incompatible with the framework approved by shareholders.
In a market update, Trustco said its board completed a detailed review of the Legal Shield transaction approved by shareholders in December 2024.
The review also considered later disclosures and the actions taken by Riskowitz Value Fund LP after the first tranche of the transaction was implemented.
Trustco said shareholders approved the transaction on the clear basis that it would not lead to any direct or indirect change of control at the company.
This included no change to governance control, board composition, or the ability to direct the company’s affairs.
After receiving 200 million Trustco shares under the first tranche, Riskowitz Value Fund LP moved to requisition and pursue the replacement of Trustco’s board.
Trustco said this amounted to an attempt to remove the existing governance structure.
After seeking legal advice, the board concluded that these actions could not be reconciled with the shareholder-approved framework and amounted to a repudiation of the transaction.
The board has accepted the repudiation and resolved to stop any further implementation of the Legal Shield transaction.
Trustco said it will pursue the reversal and unwinding of steps already taken, including the cancellation and reversal of shares issued to Riskowitz Value Fund LP, subject to applicable law, listing requirements, and any regulatory or court approvals.
Trustco has also resolved to return all Legal Shield shares it received under the terminated framework.
The company said it has reserved its rights to seek restitutionary remedies.
These include equitable accounting, rights to set-off, and the recovery of damages, losses, interest, and costs arising from the conduct of Riskowitz Value Fund LP. Trustco said these losses and costs remain ongoing.
The board stressed that its actions do not waive any rights, affirm the transaction, or accept that the conduct in question was lawful or compliant with the approved framework.
Following the decision, Trustco withdrew the cautionary announcement issued on 17 December 2025 with immediate effect.
Shareholders no longer need to exercise caution when dealing in the company’s securities on this matter. Trustco said it will issue further updates if there are material developments.
