Trustco calls crucial vote
Trustco Group Holdings has called a shareholders’ meeting for 2 December to consider proposals to remove most of its board and appoint new directors, escalating its dispute with US-based Riskowitz Value Fund.
The meeting comes as the Namibia High Court considers the status of 200 million Trustco shares held by Riskowitz, which are central to a separate legal battle over a contested N$468 million transaction involving Legal Shield Holdings. A court hearing on the shares is scheduled for 6 November, less than a month before the shareholder vote.
The meeting will take place at 10h00 at Trustco’s offices in Keller Street, Windhoek. An electronic link will be provided for observation only. The company said the full meeting notice, proxy forms and other voting details would be distributed later.
The meeting follows a request by shareholders under section 189 of the Companies Act for a vote on removing the majority of Trustco’s incumbent directors and appointing new nominees.
Trustco said it was complying with procedural requirements by convening the meeting, but stressed that this did not amount to acceptance of the requisition’s validity or the proposed resolutions. The board also reserved its position on disputes over shareholders’ voting rights and related legal proceedings.
The latest move marks another attempt to change Trustco’s board after two earlier efforts encountered obstacles this year.
In February, the chair of a requisitioned meeting ruled that its notice was defective. A vote to condone the irregularity failed, and the proposed board changes were not put to a valid vote. In August, shareholders rejected resolutions to remove incumbent directors and appoint five nominees backed by Riskowitz. Each nominee received about 35.4% support.
Dispute over 200 million shares
The boardroom contest is linked to a transaction approved by Trustco shareholders in late 2024 under which the company was to acquire a further 11.35% stake in Legal Shield Holdings from Riskowitz.
The agreement provided for the issuance of 400 million Trustco shares in two tranches. The first 200 million shares were issued in January 2025, while the second tranche was subsequently suspended.
Trustco said in February that it had accepted what it described as Riskowitz’s repudiation of the transaction framework and was pursuing the unwinding of the deal. Riskowitz’s position on the dispute has not been set out in the latest meeting announcement.
On 25 September, the High Court granted an interim order attaching the 200 million Trustco shares, together with 1,135 unlisted shares in Legal Shield Holdings.
The order is intended to help establish or confirm the court’s jurisdiction over Riskowitz, a foreign entity. The attachment restricts Riskowitz’s ability to deal freely with the affected shares while the order remains in force. It does not, by itself, settle the ownership dispute or determine whether the transaction can be reversed.
The 6 November hearing will consider whether the interim order should be confirmed, varied or discharged. Any developments in the case could have implications for the dispute over voting entitlements ahead of the December meeting. Trustco has previously said that, if the transaction is successfully unwound, its issued ordinary shares would fall by about 200 million to approximately 992.2 million, while Riskowitz’s share of voting rights would decline to about 22%.
The full notice of the December meeting is expected to provide the proposed resolutions, director nominations and deadlines for shareholders to register and submit proxies. For now, the board challenge is formally scheduled, but the legal dispute surrounding the shares at the centre of the contest remains unresolved
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