Trustco Group Holdings Limited’s board of directors is evaluating options to delist from its primary listing on the Johannesburg Stock Exchange (JSE), its secondary listing on the Namibian Stock Exchange (NSX), as well as the OTCQX Market in the United States.
“For nearly two decades, Trustco has maintained its listing in southern Africa, serving a predominantly local shareholder base,” said Quinton van Rooyen, chief executive officer of Trustco Group Holdings.
“However, we’ve witnessed a significant shift in our investor demographics, with a substantial portion of our shareholders now based in the United States. This natural evolution, combined with our planned Nasdaq listing, positions us to better serve our investors and enhance shareholder value.”
According to a Trustco statement, the proposed delisting process will include the appointment of an independent expert to provide an updated fairness opinion as required by JSE Listings Requirements. Trustco is engaging with the affected stock exchanges regarding a formal delisting proposal.
A Trustco statement noted the company has also requested an immediate suspension of share trading due to several factors affecting market information symmetry.
“The ongoing engagement with the JSE regarding the delisting process presents challenges in coordinating with shareholders across different time zones and jurisdictions, creating potential information gaps until the formal delisting announcement and offer are made. Additionally, the company is currently undergoing three simultaneous audits – a PCAOB audit by USA auditors for Nasdaq requirements, along with South African and Namibian audits – each with different jurisdictional requirements and reporting periods. This situation has resulted in varying levels of information being submitted to different regulators for different purposes,” Trustco said.
The statement added that the board notes that valuation methodologies and requirements differ significantly across financial jurisdictions, with certain information being price-sensitive in one jurisdiction, while holding different relevance in another. Trustco, therefore, noted that these jurisdictional differences affect both stakeholder engagement requirements, and the preparation of the fairness opinion required for the delisting offer.
“Furthermore, the recent cautionary announcement on SENS could impact share price trading and market volatility, potentially affecting the fairness opinion. The requested suspension aims to protect shareholder value until the fairness opinion is completed and the formal announcement is made,” Trustco added.
Meanwhile, a comprehensive formal offer detailing the proposed delisting is expected to be communicated to shareholders. This will include, but will not be limited to how previously-announced transactions and corporate actions will be affected, details regarding the planned Nasdaq direct listing announced in November 2024, and all other information required by listings requirements and Namibian company law.
Trustco’s ordinary shares are listed in the JSE under the symbol “TTO”, and in the NSX under the symbol “TUC.” Trustco’s American depositary shares are quoted on the OTCQX through its ADR programme under the symbol “TSCHY.”