Trustco Plans Multi-Exchange Delisting Amid Strategic Shift. Trustco Group Holdings Limited has announced plans to delist from the Johannesburg Stock Exchange (JSE), the Namibian Stock Exchange, and the OTCQX Market in the United States.
This decision follows the recent death of Max Endjala, the company’s chief operating officer for internal and forensic investigations, who was killed during a robbery at Namib Desert Diamonds in Windhoek on January 18.
Trustco CEO Quinton van Rooyen stated that while the company has been listed in southern Africa for nearly 20 years, its shareholder base has shifted significantly, with many investors now located in the United States. He added that this change, combined with Trustco’s planned Nasdaq listing, will allow the company to better serve its investors and improve shareholder value.
The delisting process will involve appointing an independent expert to provide a fairness opinion, as required by JSE regulations.Trustco, a family-owned company with investments in various sectors such as insurance, education, real estate, mining, commercial banking, and microfinance, has also requested an immediate suspension of share trading. This suspension is intended to address issues related to market information symmetry, which has been affected by time zone differences and regulatory requirements across jurisdictions.
The company is currently undergoing three audits simultaneously: a Public Company Accounting Oversight Board audit for Nasdaq requirements, and separate audits for South Africa and Namibia. These audits, each with different jurisdictional standards and reporting periods, have resulted in inconsistent levels of information being submitted to regulators.
Trustco noted that jurisdictional differences will affect stakeholder engagement and the preparation of the fairness opinion required for the delisting offer. The company also highlighted that a recent cautionary statement on Sens could influence share price volatility and market conditions, potentially impacting the fairness opinion.
Trustco assured shareholders that a comprehensive formal offer regarding the delisting would be shared soon. This offer will include information about previously announced transactions, the Nasdaq direct listing planned for November 2024, and other details required by listing regulations and Namibian company law.
The company has faced challenges with financial reporting and regulatory compliance, with the JSE previously finding that Trustco failed to meet International Financial Reporting Standards.