IN a non-binding advisory vote called by the Board of Directors of Trustco Group Holdings Ltd, its minority shareholders overwhelmingly endorsed and confirmed the Board’s accounting treatment and auditor’s opinions on the group financial statements including the loan forgiveness transactions of more than NAD 1.5 billion by Next Capital Ltd, the majority shareholder of Trustco.
This vote effectively vindicates the actions of the Board, the group auditors and the independent accounting advisors in the eyes of the minority shareholders.
Minority shareholders were also requested to cast their vote on whether Trustco should move its listing, and potentially delist for a period of time. A vast majority of minority shareholders concurred that the group should list on a business-friendly international exchange, with 99.94% electing to remain shareholders during this process.
Trustco Shareholders are referred to the announcements released on SENS on 1 December 2021 and 3 December 2021 in terms whereof minority shareholders were encouraged to cast their non-binding advisory votes on key matters. This non-binding advisory vote enabled Shareholders to express their views after an interactive online session with board members and the independent non-executive chairman of the board, Adv Raymond Heathcote SC.
A large group of the minority Shareholders indicated that they obtained independent financial and legal advice before casting their vote.
The online session was for the benefit of the minority Shareholders, who would ordinarily only be able to engage the Chairman and the Board as a collective at an Annual General Meeting. The session was attended by 76.73% of all the minority shareholders.
The calculation of the percentage of non-binding advisory votes was determined by using the total issued shares (less treasury shares) and also excluding all shares held by the majority Shareholder and his associates (approximately 64% of the total issued shares). Of the total remaining shares, 73.13% of all minority Shareholders voted.
Of the Shareholders that voted before the deadline, the outcome of the non-binding advisory vote can be seen here: https://tinyurl.com/2p842w9z
The Board welcomed the input as received from the minority Shareholders and noted the contents thereof. The minority Shareholders concurred that they benefitted from the loan write-offs by the majority Shareholder and therefore endorse it. The Shareholders further opined that they don’t believe Trustco’s current listings are in the best interest of all Shareholders.
“We take note of the direction minority Shareholders have indicated to us. The Board will consider the outcome of the votes to develop an optimal roadmap forward for all Trustco Shareholders. I thank each and every Shareholder who made their voice known in this non-binding advisory vote, despite inconvenient time zones. We listened, and any action resulting from the engagement with minority Shareholders, will be implemented in accordance with the Listings Requirements” said Chairman Heathcote.
