In a bid to raise liquidity, Trustco Group Holdings Limited this week submitted an application to list its ordinary shares on the Nasdaq Stock Market under the ticker “TRCO.” 

Trustco submitted the application regarding its proposed direct listing of ordinary shares on Nasdaq, in addition to its current listings on the Namibian Stock Exchange (NSX) and the Johannesburg Stock Exchange (JSE). 

The Nasdaq listing is expected to increase Trustco’s liquidity, and improve price discovery of its securities. If approved, Trustco would make history as the first Namibian company to be listed on Nasdaq and would mark the country as the 46th state represented on the bourse. 

In a statement issued this week, Trustco said it expects its planned Nasdaq listing to offer greater exposure to United States of America capital markets, which represents more than half of the world’s global equity market capitalisation. Pending regulatory and board approval, Trustco plans its primary listing on the Nasdaq, while maintaining secondary JSE and NSX listings. 

The group statement added that approximately 35% of Trustco’s shareholder base already comprises of US investors. If approved, Trustco’s over 2 100 shareholders on the JSE and more than 2 200 shareholders on the NSX will maintain their status if these become secondary listings. 

“When we embarked on our journey more than three decades ago in Windhoek, Namibia, we had a mission to support the growth and prosperity of our young nation,” said Quinton van Rooyen, chief executive officer of Trustco. “As we prepare to list on Nasdaq, we carry with us not just our company’s ambitions, but the aspirations of our country to become an economic powerhouse on the African continent, committed to the ideals of constitutional democracy, as well as free and fair markets. “ 

“As a conduit for investors seeking exposure to high-quality African assets, we believe the addition of a primary Nasdaq listing will not only help drive wealth-creation for shareholders, but also allow us to capitalise on new opportunities, while contributing to the continent’s overall economic development. In October 2024, the Nasdaq was the largest stock exchange worldwide by value of electronic order book share trading,” Van Rooyen added. 

The Trustco statement continued that shareholders will be updated on the progress of the planned Nasdaq listing, including filings with the US Securities and Exchange Commission and, if and when available, the anticipated date of listing. 

In terms of the current listing requirements under the JSE, an affirmative shareholder vote of 50% plus one vote, excluding the controlling shareholder, is required to approve the planned listing on Nasdaq, and a circular will be submitted to shareholders to request approval for the changing of Trustco’s ordinary shares’ primary listing from the JSE to Nasdaq. 

Meanwhile, as a cautionary statement, Trustco noted there can be no assurance it will be able to obtain shareholder approval for the planned Nasdaq listing. 

“Trustco’s listing on Nasdaq is also subject to the approval of Nasdaq and the satisfaction of its applicable listing requirements. While Trustco is not currently aware of any issues, there can be no assurance that Trustco will satisfy all applicable requirements for listing on Nasdaq, or that its application to list on Nasdaq will be approved. In connection with the planned listing of the ordinary shares, Trustco plans to terminate its ADR programme in accordance with its terms,” the company stated. 

Moreover, Trustco expects to file a registration statement in the US relating to the proposed Nasdaq direct listing with the SEC, following formal notification to the JSE and NSX. 

As part of a usual media statement disclaimer, Trustco noted all statements made with respect to its current plans, estimates, strategies, beliefs and other statements that are not historical facts are forward-looking statements. This includes statements regarding Trustco’s plans to list on Nasdaq, Trustco’s ability to satisfy applicable Nasdaq listing requirements, Trustco’s ability to obtain shareholder approval to proceed with its Nasdaq listing, Trustco’s ability to file and have declared effective a registration statement with the SEC related to its proposed Nasdaq listing, and the anticipated results of such registration and listing

“The company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on these forward-looking statements. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations,” the disclaimer added.