Trustco to appeal N$5 million fine

Appeal pending
STAFF REPORTER
  • 22 Hours Ago
Trustco Group Holdings will appeal a N$5 million fine and a public censure issued by the Johannesburg Stock Exchange (JSE) for selling its shareholding in mining subsidiary Meya Mining without shareholder approval, CEO Quinton van Rooyen has confirmed.

“Trustco will formally appeal both the censure and the fine, reserving all rights. For investors, one fact is clear: when the regulatory process becomes an end in itself rather than a means of protecting shareholder interests, it fails its intended purpose,” Van Rooyen said following the JSE’s decision.

On 1 August 2022, Trustco subsidiaries Meya Mining and Germinate entered into an agreement with SJSL Investments (SJSL), under which SJSL would have the option to acquire up to 70% of Meya Mining for up to US$50 million. Trustco’s subsidiaries and Germinate were each to dispose of shareholdings valued at US$25 million to SJSL, IOL Business reported.

For Trustco’s portion, the transaction was valued at N$460.5 million, equivalent to 89% of its market capitalisation at the time. The JSE said Trustco had undertaken to issue a circular detailing the transaction and to convene a general meeting for shareholder approval, according to IOL\'s report.

The JSE said it became aware that Trustco had begun implementing the transaction when the company submitted a ruling request in March 2023. The exchange then informed Trustco that shareholder approval should have been obtained prior to implementation.

Under JSE Listings Requirements, once the terms of a Category 1 transaction are agreed, a company must dispatch a circular to shareholders within 60 days, including a notice of a general meeting to obtain approval for the transaction.

“To date, Trustco has not submitted the circular to the JSE for approval nor dispatched such circular to its shareholders for approval of the transaction,” the JSE stated.

This is not Trustco’s first regulatory dispute with the exchange. In August 2021, the JSE publicly censured the company over financial disclosures and accounting treatments. In November 2022, the Financial Services Tribunal upheld a JSE decision following a disagreement over the restatement of financial results, a matter Trustco had also challenged in court. - Additional reporting by IOL