Trustco Group Holdings Limited yesterday announced that its board of directors has established an independent committee to manage the proposed delisting from the Johannesburg Stock Exchange (JSE), Namibian Stock Exchange (NSX) and OTCQX Market in the United States. This follows the company’s announcement of evaluating the delisting in preparation for its planned Nasdaq direct listing.
The newly-formed committee comprises entirely independent non-executive directors.
It is chaired by the independent chairperson of the board, advocate Raymond Heathcote, who will oversee all aspects of the delisting process.
This includes coordinating with regulators, and ensuring compliance with the JSE listings requirements and Namibian company law.
This facilitates shareholder engagement, and the preparation of a fairness opinion by an appointed independent expert.
The JSE-accredited independent expert has been engaged to conduct the fairness opinion, with the process already commenced.
“The appointment of an independent committee underscores Trustco’s commitment to transparency and equitable treatment of all shareholders during this pivotal transition,” said Quinton van Rooyen, CEO of Trustco Group Holdings.
“I have full confidence in the board’s leadership and the expertise of the appointed committee members to execute this process effectively. Their collective experience and diligence will ensure that the delisting process meets the highest standards, addressing all regulatory requirements and safeguarding shareholder interests as we move towards our Nasdaq listing,” he said.
To ensure continuous and effective communication throughout the transition period between delisting and the planned Nasdaq listing, the company requests all shareholders to update their contact information through the dedicated shareholder contact form at https://www.tgh.na/shareholder-contact-form/. This will enable Trustco to maintain direct communication channels with its shareholder base during the transition.
Regarding the company’s financial reporting, Trustco updated shareholders on the progress of the annual financial statements (AFS) for fiscal year 2024.
In line with amended listings requirements and the ongoing delisting and uplisting processes, a Public Company Accounting Oversight Board Audit for the annual financial years ended 31 August 2023 and 31 August 2024 is required. Trustco stated that it remains incorporated in Namibia, and must comply with home country legislation.
The company added that it will complete the Namibian audit for the AFS FY2024.
“The audit processes are all underway. Shareholders are advised that the AFS FY2024 shall be published as soon as the Namibian audit has been completed. It will form part of the delisting process,” Trustco stated.
The statement added that a comprehensive formal offer detailing the proposed delisting and the Nasdaq transition timeline will be distributed to shareholders in due course.