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Trustco navigates more challenges: High Court ruling staves off bank subsidiary liquidation

Financial services

Edward West|Published

Dr Quintin van Rooyen, CEO of Namibia-based Trustco Group Holdings

Image: Supplied

Trustco Group Holdings, the JSE-suspended Namibian investment company that recently fought off a hostile takeover attempt, on Friday saw the High Court of Namibia withdraw an application by the Bank of Namibia to wind up its subsidiary Trustco Bank Namibia.

"The former Trustco Bank remains solvent. Every depositor has been repaid in full, and no one — no depositor, creditor, or stakeholder — lost any money," Trustco CEO Quintin van Rooyen said in a statement. Trustco had dissolved the micro finance and SME-focused bank on March 3, 2025, ending the group’s involvement in Namibian retail banking.

“The entity that the Bank of Namibia sought to liquidate is not only alive but also financially sound. The application, it turns out, was never necessary,” he said.

At the time, the banking business represented less than 1% of Trustco’s total investment portfolio.

"Another case put to bed. Another saga concluded, said Van Rooyen.

Trustco has navigated a series of complex matters in recent years, and one by one, these matters are being resolved," he said.

"We welcome the fresh leadership at the Bank of Namibia under Governor Ebson Uanguta; we are confident his expertise and skills are exactly what this strategic role demands. New winds are blowing, and with Namibia on the verge of moving off the FATF grey list, a renewed governance approach from the central bank is as good a signal as any that the country is turning the page," said Van Rooyen.

Trustco Group Holdings is a holding company headquartered in Windhoek, Namibia, that owns subsidiaries in diverse businesses spanning the real estate, mining, insurance, micro-finance, and education sectors.

Last month, it staved off a takeover attempt by Riskowitz Value Fund at a Trustco general meeting.

Trustco Group said at the time: “the foreign hostile takeover bid” was rejected on all fronts at the meeting. This was because the Chairman, Advocate Raymond Heathcote SC, ruled the meeting was illegally convened, so no voting could take place and no resolutions could be passed."

Also, while RVF was afforded an opportunity by calling a condonation vote to cure the defective notice, that vote also failed to achieve the required majority. Trustco said RVF could also not secure a majority vote to reconstitute the Board.

And at the start of this year, Trustco set about contesting a public censure and financial penalty levied by the JSE, and the suspension of the shares on the bourse. It claimed at the time that "regulatory delays" and "interference" had significantly lengthened corporate processes within the firm to eight months or more, despite receiving full support from shareholders.

In its last notice to shareholders published by the JSE News Service, Trustco’s directors said the board is reconsidering  plans to delist the company in light of the simplified JSE listing requirements that came into effect on February 16, 2026.

It said the board is also still investigating the Legal Shield Holdings (LSH) transaction. In December 2024, Trustco shareholders approved the N$468 million deal to acquire LSH, a Namibian insurance and financial services company. Upon receiving the first 200 million Trustco shares in the first tranche of the transaction, RVF called a general meeting and attempted to replace Trustco’s board. The transaction is now being unwound.

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