Trustco board survives takeover

Shareholders in Trustco Group Holdings have for the second time in six months rejected an attempt by activist investor Riskowitz Capital Management (RCM) to remove the company’s board and install its own nominees.

At a general meeting held this week, none of the five candidates proposed by RCM secured more than 35.8% support. Resolutions to remove the seven incumbent directors, including group managing director Quinton van Rooyen, also failed.

The board therefore remains unchanged. An administrative resolution was the only measure to pass.

“Twice in six months, Riskowitz has asked Trustco’s shareholders to hand over this company. Twice the shareholders have answered,” van Rooyen said. “Riskowitz heard no in February; it has heard no again today.”

Background to the dispute

The dispute follows a deterioration in relations between Trustco, a diversified group with interests in insurance, real estate, mining and education, and Riskowitz Value Fund LP (RVF), one of its largest minority shareholders.

Tensions escalated after a N$468 million deal involving Legal Shield Holdings was approved by shareholders in December 2024.

Trustco later moved to unwind the transaction, arguing that RVF had used shares received under the agreement to pursue a change of control in breach of its terms. About 400 million shares were due to be returned to treasury.

In November 2025, RVF demanded a shareholder meeting to remove the board and appoint five new directors, including former Massmart chief executive Grant Pattison.

Trustco’s board declared the request invalid, citing procedural flaws and the nominees’ refusal to undergo required fit-and-proper assessments.

RVF then convened its own meeting in February 2026. Independent proxy figures indicated relatively narrow support for the proposed board changes, but Trustco chairman, Raymond Heathcote ruled that the meeting had been improperly convened because of insufficient notice under Namibian company law. No resolutions were formally put to a vote.

RCM, which holds about 10.35% of Trustco, launched its latest challenge in June 2026.

Sean Riskowitz, founder of the Riskowitz entities, has argued that a new board is needed to address governance concerns, related-party transactions and the company’s wider challenges.

In an open letter published a day before the meeting, he said the outcome was important for Trustco’s employees, creditors and Namibia.

Planned delisting

Ahead of the meeting, the Namibia Competition Commission indicated that replacing the entire board could amount to a change of control requiring prior merger approval.

Trustco’s shares have been suspended from trading on the Johannesburg Stock Exchange since January 2025 amid delays in publishing audited financial statements and other regulatory issues.

The company has also indicated plans to delist from the Johannesburg Stock Exchange, the Namibia Securities Exchange and the OTCQX market, with a possible move towards a Nasdaq listing.