Trustco disposes 20% of Legal Shield Holdings shares
Trustco Group Holding and Riskowitz Value Fund LP entered into a sale of shares agreement in terms of which Trustco will dispose of 20% of the issued share capital of Legal Shield Holdings, a wholly-owned subsidiary of Trustco for N$1.2 billion.
In an announcement on the SENS platform, Amanda Bruyns, Company Secretary: Trustco Group Holdings said the sale of a 20% shareholding in Legal Shield Holdings would not change the control of Legal Shield Holdings or Trustco.
“In line with Trustco´s strategy, this Transaction will provide future investors the opportunity to invest directly into asset classes that are geared to their specific portfolio´s. This Transaction would significantly increase the available liquidity in Namibia. The Consideration would be deployed across the Trustco group to accelerate growth in the other group segments,” the announmnet further said.
According to Trustco, the Consideration for the Transaction will amount to N$1.2 billion and will be paid as follows: On the signature date of the Agreement, Trustco will apply an amount received from the Purchaser of N$600 million as a deposit towards the Consideration; and the balance of the Consideration will be paid by the Purchaser to Trustco within 12 months after the successful conclusion of the due diligence which will be completed by no later than 31 January 2018.
Furthermore the Consideration will be held as cash reserves and utilised in the normal course of business.
Meanwhile, the conditions of the transaction according to Trustco are subject to the following suspensive conditions: obtaining all regulatory approvals (including but not limited to all necessary, approvals required in terms of the JSE Limited Listings Requirements for a transaction of this nature) which are necessary for the implementation of this Agreement on or before 31 March 2018; the Seller obtaining all necessary approvals from its board; and Trustco and the Purchaser entering into a comprehensive shareholders agreement on or before 31 March 2018.
The Transaction is further subject to the following resolutive conditions; the Purchaser will conduct a due diligence between 8 January 2018 until 31 January 2018. The Purchaser will provide the Seller with a notice not later than on 31 January 2018, confirming the outcome of the due diligence.
“Should the Purchaser conclude that the due diligence is not to its satisfaction, the Purchaser may elect to acquire 10% of Legal Shield Holdings in lieu of the Deposit or demand from Trustco to repay the Deposit on or before 31 October 2018. The effective date of the Transaction will be the day on which the last of the Suspensive Conditions have been fulfilled’ the announcement read.
Legal Shield Holdings is a wholly owned subsidiary of Trustco and acts as the holding company for the Namibian insurance segment and a portion of the Investment segment of Trustco´s operations. Legal Shield Holdings, owns Trustco Life Limited and Trustco Insurance Limited which house the Namibian long term and short term insurance licenses respectively. The Investment segment comprises inter alia, Trustco´s property, air services and the strategic media services segments. It specifically excludes the Banking and Finance, Educational business and Resources segments.