THE battle for control of Trustco Group Holdings is continuing after the company disclosed that it has received a formal demand from a major shareholder seeking the appointment of a new board of directors.
In a stock exchange announcement issued this week, Trustco says its board had received a demand in terms of Section 189 of the Companies Act from Riskowitz Capital Management LLC, requiring directors to convene a shareholders’ meeting to consider appointing a new board.
“The board is considering the content and validity of the demand, and a further announcement will be made in due course,” the company says.
The latest development follows a contentious shareholder meeting held in February, where a majority of shareholders voted in favour of removing Trustco’s current board.
However, the outcome was declared invalid by board chairman Raymond Heathcote, who ruled that the meeting had not been properly constituted because statutory notice requirements had not been met.
An independent scrutineer’s report showed that 43.75% of proxied shares supported the removal of the board, while 42.96% voted against the proposal. A further 10.66% abstained.
The shareholder campaign is being led by Riskowitz Value Fund (RVF), whose representatives have argued that the wishes of the majority of shareholders should be respected.
Following the disputed vote, RVF indicated it would pursue legal and regulatory remedies to enforce the resolutions supported by shareholders.
The group has proposed replacing the current board with Grant Pattison, Dee Sauls-Deckenbrock, Jerome Davis, Sepo Haihambo and Robert Hutchinson-Keip.
Trustco’s current board consists of Heathcote, Quinton van Rooyen, Floors Abrahams, Winton Geyser and Janene van den Heever.
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 (about N$1.6 billion) in hybrid capital, began to deteriorate after a failed share sale in Legal Shield Holdings.
Since then, disagreements over governance and a proposed transaction involving Legal Shield Holdings have escalated into a battle over the future leadership of the company.
