Staff Writer
Trustco Group Holdings Limited has started the process of unwinding its N$468 million transaction to acquire shares in Legal Shield Holdings Limited (LSH).
In an update to shareholders, the company said it is reversing the deal after accepting what it described as a repudiation of the shareholder-approved framework by Riskowitz Value Fund LP (RVF).
The LSH transaction was approved by Trustco shareholders through a circular dated 4 December 2024. The approval was granted on the basis that the deal would not result in any direct or indirect change in control of Trustco, including through governance arrangements, board composition or the ability to direct the company’s affairs.
After the first tranche of the transaction was implemented, RVF received 200 million Trustco shares. The company said RVF later requisitioned a general meeting seeking to remove the board and replace it with its own nominees, using the shares acquired under the deal.
Trustco said the board obtained legal advice and concluded that RVF’s actions were inconsistent with the approved framework and amounted to a repudiation of the transaction. The board accepted the repudiation and resolved to reverse all performance under the agreement.
A general meeting requested by RVF was held in Windhoek on 16 February 2026. Chairperson Advocate Raymond Heathcote SC ruled that the notice convening the meeting did not comply with section 1(8) of the Companies Act No. 28 of 2004. No valid voting took place, and no resolutions were adopted. A condonation vote to correct the defective notice also failed.
Trustco confirmed that the second tranche of 200 million shares has been suspended. The 200 million shares issued to RVF under the first tranche are now subject to formal rescission. These shares carried special voting terms under section 31 of the company’s Articles of Association to prevent a change in control.
The rescission will follow applicable law, listing requirements and any required regulatory or court processes.
Trustco said it is treating the LSH transaction as terminated and does not recognise any rights or obligations arising from the deal, subject to the unwinding process.
Once completed, the number of Trustco ordinary shares in issue is expected to decrease by about 200 million shares, bringing the total issued share capital back to about 992.2 million shares.
RVF’s shareholding will fall to about 22% of the voting rights at issue. The remaining shares are held by the Trustco founding family, pension funds, institutional investors, the public and employees.
Caption
Trustco has started the process to reverse and unwind the Legal Shield Holdings Limited transaction.
- Photo: Contributed
