Trustco shares caught in legal fight
The High Court of Namibia has ordered the interim attachment of 200 million Trustco Group Holdings shares held by US-based Riskowitz Value Fund, escalating a long-running dispute over the company's board and control.
The order, granted on 25 September and announced on Thursday, also covers 1,135 unlisted shares in Legal Shield Holdings. It remains in force pending a 6 November hearing, when the court will consider whether to confirm, vary or discharge the interim measures.
The attachment effectively freezes the shares while the order is in force. It does not amount to a final ruling on ownership or require Riskowitz to return them.
The court action forms part of Trustco's efforts to unwind a N$468 million Legal Shield transaction approved by shareholders in late 2024.
Under the deal, Riskowitz received 200 million Trustco shares as the first tranche of an agreement under which Trustco was to acquire a further 11.35% stake in Legal Shield. A second tranche of 200 million shares was later suspended.
Trustco has argued that the transaction was approved on the condition that it would not result in a change of control, including through board or governance influence. In February, the company said it had accepted what it described as Riskowitz Value Fund's repudiation of the agreement and was pursuing its reversal.
The dispute has since widened into a battle over Trustco's board. Riskowitz has twice sought to replace the directors this year, with shareholders rejecting its latest attempt in August. None of its five nominees secured more than 35.8% support.
Riskowitz has since demanded another shareholders' meeting under section 189 of the Namibian Companies Act to consider appointing a new board. Trustco said it was reviewing the demand's validity.
What the order means
The 200 million shares are central to the dispute because they were issued to Riskowitz under the contested Legal Shield transaction.
The attachment prevents Riskowitz from freely selling, transferring or otherwise dealing with the shares while the order remains in force. The court has also directed that the attachment be noted on the relevant share registers.
The proceedings include a jurisdictional issue because Riskowitz Value Fund is a foreign entity. Trustco is using the attachment of assets within Namibia to establish or confirm the High Court's jurisdiction over the dispute.
The 6 November hearing will be the next key step, but will not necessarily settle the underlying ownership dispute.
If Trustco ultimately succeeds in unwinding the transaction, it has previously said its issued ordinary shares would fall by about 200 million to approximately 992.2 million, while Riskowitz's voting rights would drop to about 22%.
The dispute comes as Trustco's shares remain suspended from trading on the Johannesburg Stock Exchange and the company considers possible delistings.
The latest order therefore adds a significant legal dimension to an already protracted shareholder battle, with the next major test coming before the High Court in November.
