Trustco hostile takeover bid fails

TRUSTCO Group Holdings’ long-running governance battle reached a decisive turning point on Monday after the company confirmed that a hostile takeover bid by its largest minority shareholder, Riskowitz Value Fund LP (RVF), was rejected at a general meeting.

In a statement issued following the meeting on Monday, Trustco says the proposed attempt to fire the board failed on legal and procedural grounds as well as insufficient shareholder support.

Chairman of the board Raymond Heathcote says the meeting had not been validly convened under the Namibian Companies Act, preventing any binding resolutions from being passed.

“The meeting was illegally convened and not in compliance with Section 1(8) of the Namibian Companies Act, 2004. As such, no voting could take place, and no valid resolutions could be passed,” he says.

Despite this determination, Trustco says the chairman allowed a condonation vote in an attempt to remedy defects in the notice. That vote failed to secure the required majority.

“The requisitionists bear the statutory obligation to ensure that a meeting convened under the act complies with mandatory notice requirements. That obligation was not met. I afforded every reasonable opportunity for the defect to be cured, but the condonation vote did not carry,” Heathcote says.

Trustco’s company secretary, Amanda Bruyns, says the outcome as unequivocal and RVF could not secure majority voting.

“The bid was rejected on all fronts. The meeting was illegally convened. The condonation vote failed. And even on the merits, RVF could not secure majority support. There is no ambiguity in the outcome,” she says.

According to the company, even if the condonation vote had succeeded, RVF would still have failed to obtain the majority needed to approve its substantive proposal to replace the board.

RVF, which holds approximately 23% of Trustco’s shares, had sought to remove the existing board and appoint new directors.

The move followed months of escalating tension between the shareholder and Trustco’s leadership.

The dispute traces back to disagreements over strategic direction, governance practices, and a suspended transaction involving Legal Shield Holdings.

Trustco also reiterates its earlier concerns regarding RVF’s proposed nominees, saying it had declined to undergo the company’s mandatory fit and proper vetting process required under applicable legislation and listing requirements.

A hostile takeover refers to an attempt by a shareholder or external entity to gain control of a company without the endorsement of the incumbent board.

Trustco has characterised RVF’s proposal as a foreign-backed attempt to reconstitute the board without a board recommendation.

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