Trustco board advisors vindicated by shareholder vote

Tujoromajo Kasuto

TRUSTCO Group Holdings Ltd.’s minority shareholders have overwhelmingly endorsed and confirmed the board’s accounting treatment and auditor’s opinions on the group financial statements.

This includes the loan forgiveness transactions of more than N$1.5 billion by Next Capital Ltd, Trustco’ s majority shareholder, in a non-binding advisory vote called by the Board of Directors. In the eyes of the minority shareholders, this vote effectively vindicates the actions of the board, the group auditors, and the independent accounting advisors.

Minority shareholders were also asked to vote on whether Trustco should move its listing and, if necessary, delist for a period of time.
The vast majority of minority shareholders agreed that the company should list on a business-friendly international exchange, with 99.94 percent opting to stay on as shareholders throughout the process.
Trustco shareholders are referred to the SENS announcements dated December 1, 2021, and December 3, 2021, in which minority shareholders were encouraged to cast non-binding advisory votes on important matters.

After an interactive online session with board members and the independent non-executive chairman of the board, Advocate Raymond Heathcote said the Shareholders were able to express their opinions in this non-binding advisory vote.
A large group of the minority shareholders indicated that they obtained independent financial and legal advice before casting their vote.

The online session was for the benefit of the minority shareholders, who would ordinarily only be able to engage the chairman and the board as a collective at an Annual General Meeting. The session was attended by 76.73 percent of all the minority shareholders.

The percentage of non-binding advisory votes was calculated using all issued shares (less treasury shares) and excluding all shares held by the majority shareholder and his associates (approximately 64 percent of the total issued shares). A 73.13 percent of all minority shareholders voted out of the remaining shares.

The minority shareholders’ input was welcomed by the board, which took note of its contents. Minority shareholders agreed that they benefited from the majority shareholder’s loan write-offs and thus endorsed it.

The shareholders also expressed their dissatisfaction with Trustco’s current listings, stating that they do not believe they are in the best interests of all Shareholders. “We take note of the direction minority shareholders have indicated to us. The board will consider the outcome of the votes to develop an optimal roadmap forward for all Trustco shareholders. I thank each and every shareholder who made their voice known in this non-binding advisory vote, despite inconvenient time zones. We listened, and any action resulting from the engagement with minority Shareholders, will be implemented in accordance with the Listings Requirements” says Chairperson Heathcote.

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