Trustco secures attachment of Riskowitz held shares with High Court order

CHAMWE KAIRA

The High Court has granted an interim order attaching 200 million Trustco Group Holdings shares held by Riskowitz Value Fund LP (RVF), pending a court hearing on 6 November 2026.

Trustco announced that the order was granted by the High Court’s Main Division in Windhoek on 25 September in the matter of Trustco Group Holdings Limited v Riskowitz Value Fund LP, under case number HC-MD-CIV-MOT-EXP-2026/00492.

The court issued a rule nisi returnable on 6 November 2026 and, pending that hearing, granted immediate interim relief allowing the attachment of certain property belonging to RVF.

The property covered by the order includes 200 million ordinary shares in Trustco and 1 135 unlisted shares in Legal Shield Holdings Limited.

According to Trustco, the court order directs the Deputy Sheriff to effect the attachment, including by providing written notice to interested parties and serving the order on Trustco and the administrator of the relevant share registers.

Trustco has also been directed to notify its South African transfer secretaries of the attachment for noting against the Johannesburg branch register.

The attachment takes immediate effect as an interim order and remains in place pending the return date of 6 November.

The proceedings form part of ongoing disputes involving RVF and Riskowitz Capital Management LLC. Trustco previously referred to the disputes in announcements dated 19 February 2026 and 25 September 2026 concerning the unwinding of the LSH transaction and a demand to call a shareholders’ meeting.

Trustco said it would continue taking steps necessary to give effect to the court order and protect the company’s interests.

The company said shareholders would be informed of further material developments in accordance with the JSE Listings Requirements and applicable requirements of the Namibian Stock Exchange.

On 25 September, the board of directors of Trustco said it had received a demand in terms of Section 189 of the Namibian Companies Act from Riskowitz Value Fund LP demanding that the directors convene a Trustco shareholders’ meeting to consider the appointment of a new board of directors.

The board said it was considering the content and validity of the demand and a further announcement would be better.

Shareholders previously approved the N$468 million transaction under which Trustco was to acquire a further 11.35% stake in Legal Shield Holdings in exchange for 400 million Trustco shares at an issue price of N$1.17 per share, provided the transaction would not result in a de facto change of control of Trustco.

The Riskowitz group launched two earlier unsuccessful attempts to change the Trustco board, in February and August 2026.

“No foreign actor or shareholder will take control of Trustco in a hostile manner or by an abuse of process,” said Quinton van Rooyen, Trustco’s Group chief executive officer.

“Namibian law permits members holding at least 5% of the capital carrying voting rights to requisition a general meeting, subject to the statutory requirements. Section 189 does not expressly require them first to prove the merits of their proposals. Unfortunately, this can expose companies to requisitions based on reasons we regard as subjective or flimsy. The right to requisition a meeting does not excuse non-compliance with the law,” he added.

In a non-binding advisory opinion dated 29 July 2026, the Namibian Competition Commission indicated that any arrangement giving RVF the ability to appoint or remove a majority of Trustco’s directors would require merger notification and approval before implementation.