Africa-Press – Namibia. FAMILY-OWNED and listed Trustco Holdings Limited has sent out an advisory note to shareholders to vote on whether or not the company should remain listed on the Johannesburg Stock Exchange (JSE).
According to the note, the vote is set to enable the shareholders to express their views, which would determine the outcome Trustco’s future options. The note comes at a time when Quinton van Rooyen’s company suffered a blow from the Financial Services Tribunal of South Africa, which dismissed its appeal to not have its books corrected as per the JSE’s instructions.
The JSE has maintained that Trustco has not accurately reported its transactions as per required accounting standards, but Trustco to date remains adamant there are no errors in its books.
The tribunal last month dismissed Trustco’s appeal and ordered the company to pay 50% of the fees incurred by the JSE to attend to this matter at tribunal level.
According to an announcement by the JSE, the hearing was conducted on 2 November, during which it was found that Trustco “has not complied with international financial reporting standards” as a listed company.
The tribunal said the bourse’s instructions still remain for Trustco to revise its books due to “errors” in the application of accounting standards in relation to writing off loans with a combined value of N$1,5 billion, and the reclassification of inventory to investment property.
These transactions were passed through the company’s income statement, and a combined N$2,1 billion gain was realised, leading to significantly high profits.
In one instance Quinton van Rooyen has given Trustco a loan of N$1 billion, just to write it off a few months later. Basic calculations show that Trustco would have recorded a loss, but one of the transactions came to the company’s rescue.
The company has maintained that experts were consulted on the treatment of transactions. The said experts included BDO Namibia, the group’s Namibian auditors. BDO ditched Trustco last year.
The JSE said the corrective action Trustco is required to implement involves that it should restate the annual financial statements for 31 March 2019 and remove the errors.
Faced by this, the company is now considering listing on a “a business-friendly international exchange as soon as practical”. This would, however, only take place if shareholders believe the current listing is not beneficial to Trustco.
“To move a listing to a more beneficial exchange, a majority vote from minority shareholders is required. Should Trustco delist from the JSE, Trustco would also automatically delist from the Namibian Stock Exchange, and the OTCQX in the United States of America,” the note reads.
The note also requires shareholders to support or object to the board’s position that Trustco’s current listings are not in the best interest of all shareholders.
In addition to that, Trustoco is also offering the shareholders to decide whether they would like to remain as a shareholder in an unlisted environment until Trustco relists on an international stock exchange within a period of not more than 36 (thirty-six) months from the date of delisting from the JSE (“Delisting Date”).
There is also a hint that current shareholders might suffer value loss with their shares, and the company has put out an option for the shareholders to vote on whether they would like to hold the responsible parties, jointly and severally, accountable for shareholder value destruction during the process.
Trustco’s troubles appear to be far from over, and its share price continues dipping. On Wednesday, shares were trading at N$1,79 per share. The full note is available on Trustco’s website.
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