Trustco rejects Riskowitz Value Funds' hostile takeover bid

Trustco Group Holdings (Trustco), the JSE-listed investment holding group based in Namibia, says a takeover attempt by Riskowitz Value Fund does not survive legal, procedural, or governance scrutiny.

In a statement on Monday, Trustco CEO Dr Quinton van Rooyen said the company had assessed a requisition from the Riskowitz Value Fund (RVF), and the finding was that the RVF offer "is invalid on its face and fundamentally unfit for consideration by a public listed company."

Trustco is a holding company that owns subsidiaries in diverse business activities spanning real estate, mining, insurance, micro-finance, and education. On November 26, 2023, Trustco had alerted shareholders that RiVF had demanded that a shareholder meeting be convened, with the aim to appoint a new board of directors.

Meanwhile, the company is still auditing its annual results for the year to end August 2024, and has also indicated its wish to delist from the JSE. In October, the JSE also publicly censured and fined Trustco after a JSE investigation found that the sale of a shareholding in subsidiary had been implemented before a circular had been submitted to shareholders, and before shareholder approval had been obtained.

Undaunted, Trustco said at the time it will appeal the findings and that "regulatory delays" and "interference" by the JSE have extended even straight-forward corporate processes at the company, to eight months or longer, despite full shareholder support.

"Besides other fundamental failures, the (RVF) requisition does not comply with the mandatory requirements of the Namibian Companies Act, contradicts the Company's Memorandum and Articles of Association, and ignores the governance obligations binding on all JSE- and NSX-listed entities. It cannot lawfully trigger a meeting. It cannot lawfully trigger a vote. It is a defective document seeking to force an unlawful outcome," said Van Rooyen.

He said RVF's nominees also collectively refused to submit any of the required documentation - All prospective directors must complete fit-and-proper, independence, conflict-of-interest, and disclosure screening before Trustco could consider recommending a director to shareholders for appointment or approval.

RVF's nominated directors were Grant Pattison, Dee Sauls-Deckenbrock, Jerome Davis Sepo Haihambo, Robert Hutchinson-Keip, and their sponsor, Sean Riskowitz.

"This disqualifies them. The requisition cannot proceed, and is dead on arrival," said Van Rooyen.

He said publicly-available information showed that RVF's nominated controllers, together with their sponsor, had "left a clear trail of value destruction across multiple investments, marked by shareholder losses, governance instability, and poor strategic judgment.

"He said that history was now compounded by their conduct in this process: refusal to comply with governance requirements, refusal to undergo scrutiny, refusal to meet listed-company standards.

"This was not a takeover attempt — it was a structural failure pretending to be one. RVF's nominees refused even the most basic governance checks, and their sponsor's record of value destruction made their unsuitability unavoidable. Trustco will not cede oversight to individuals who cannot meet minimum standards of transparency or competence. This attempt collapsed on contact with reality," said Dr van Rooyen.

He said Trustco would continue to protect its shareholders from defective processes, uncooperative nominees, and hostile attempts built on structural and reputational weakness rather than merit.

"The company confirms its governance safeguards are applied uniformly to all shareholders and potential directors and are designed in accordance with international best practice to ensure regulatory compliance and uphold the highest standards of corporate governance," the company said in statement.

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