Trustco Group Holdings is facing a leadership purge after its largest minority shareholder, Riskowitz Value Fund (RVF), moved to fire the current board, including founder Quinton van Rooyen, next month.
Trustco’s board initially attempted to block the move, claiming RVF’s request was invalid. In response, RVF has taken matters into its own hands by calling a general meeting for all members to elect new directors. The meeting is scheduled for 16 February.
“Shareholders are advised that, following the board’s decision not to convene a meeting pursuant to RVF’s requisition dated 19 November 2025, Riskowitz Value Fund LP, as requisitionists, is convening a general meeting of Trustco shareholders,” reads a Sens announcement issued yesterday.
The Battle for the Board
RVF, a 23% shareholder that has been an equity holder for over a decade, has proposed five new directors to take control: Grant Pattison, Dee Sauls-Deckenbrock, Jerome Davis, Sepo Haihambo and Robert Hutchinson-Keip.
The current board is made up of Raymond Heathcote, Quinton van Rooyen, Floors Abrahams, Winton Geyser and Janene van den Heever.
The board responded strongly to the move.
In December, Trustco released an announcement declaring the takeover attempt ‘Dead on Arrival’.
They accused RVF’s proposed candidates of refusing “fit-and-proper” vetting and accused RVF founder Sean Riskowitz of having a “track record of value destruction”.
“Publicly available information shows that RVF’s nominated controllers, together with their sponsor, Sean Riskowitz, have left a clear trail of value destruction across multiple investments, marked by shareholder losses, governance instability and poor strategic judgement,” said Trustco spokesperson Neville Basson.
Origins of the Split
The relationship between the two entities, which seemed strong in 2024 when RVF signed a non-exclusive agreement to invest up to US$100 million (approximately N$1.6 billion) in hybrid capital, began to deteriorate after a failed share sale in Legal Shield Holdings (LSH).
Trustco had secured approval to acquire an additional 11.35% stake in LSH from RVF for N$469 million.
However, the Trustco board later suspended the implementation of the sale and conversion agreement.
Not Legal
Trustco chief executive Quinton van Rooyen maintains that the requisition fails to survive “basic legal, procedural or governance scrutiny,” arguing it ignores the obligations of Johannesburg Stock Exchange- and Namibia Securities Exchange-listed entities.
However, Section 189 of the Namibian Companies Act (2004) provides a potential path for the ousting, stating that any member(s) holding at least 5% of voting shares may require a company to convene a meeting to remove or appoint directors.
Earlier this year the High Court ordered Trustco Bank Namibia to pay the state’s legal costs after finding the bank unnecessarily prolonged a “moot” lawsuit.
Despite surrendering its banking licence and the relevant law being repealed in August 2023, Trustco failed to withdraw its challenge against a 2022 Bank of Namibia directive.
Judge Lotta Ambunda ruled that persisting with the case after it lost its purpose was “frivolous and vexatious,” leading to an order for Trustco to cover legal fees incurred from September 2023 onward.
In October, Trustco Group Holdings was censured by the Johannesburg Stock Exchange (JSE) after the exchange found that Trustco implemented a category one transaction regarding a shrinking stake in Meya Mining, a Sierra Leone diamond mine, without obtaining prior shareholder approval.
The JSE imposed a R5 million fine – near the maximum of R7.5 million – and a public censure for failing to consult investors.
Van Rooyen did not respond to questions sent to him yesterday.
In an age of information overload, Sunrise is The Namibian’s morning briefing, delivered at 6h00 from Monday to Friday. It offers a curated rundown of the most important stories from the past 24 hours – occasionally with a light, witty touch. It’s an essential way to stay informed. Subscribe and join our newsletter community.
The Namibian uses AI tools to assist with improved quality, accuracy and efficiency, while maintaining editorial oversight and journalistic integrity.
Stay informed with The Namibian – your source for credible journalism. Get in-depth reporting and opinions for
only N$85 a month. Invest in journalism, invest in democracy –
Subscribe Now!
