#JustIn: JSE publicly censures Trustco
The JSE has publicly censured diversified Namibian company Trustco over its failure to inform shareholders timeously about the effects of a change in the terms of a loan linked to its CEO, Quinton van Rooyen.
Van Rooyen had been the sole shareholder of a company ultimately acquired by Trustco in 2018, a diamond mining and exploration company called Huso Investments, and had provided equity loans - or money invested as a shareholder. After this loan was changed to a liability, or money owed by Huso to Van Rooyen, it was waived.
Trustco undertook to acquire Huso, which transaction shareholders approved in 2015 and 2017 respectively, based on Huso’s financial position that reflected an equity loan of N$295 million, the JSE said in a statement today. The Namibian dollar is pegged to the rand.
In 2018, after the relevant shareholders' meeting, this was classified from equity loan to a liability, with the effect of changing Huso’s net asset value of N$92 million into a negative net asset value of N$240 million, the JSE said.
"The company did not disclose to shareholders and the market that the financial position of the entity it was acquiring had changed significantly from what was contained in the circular that shareholders had previously approved," the JSE said. "Such a significant change in the underlying financial position of the entity to be acquired was specific, precise and had the potential to influence the economic decisions of shareholders and investors."
According to a Financial Services Tribunal judgment, as of 2018, Van Rooyen had advanced a total of N$546 million in loans to Huso. This was then forgiven and reflected in Trustco's financials as profit.
Among other issues, the JSE then informed Trustco it must restate its financials, sparking a battle, with its shares being suspended in November 2022. Trustco, however, ultimately conceded to restate the financials in February and its suspension was lifted in March.
The reconsideration application was heard before the FST in June, with judgement handed down today with Trustco's reconsideration application dismissed. – Fin24
Van Rooyen had been the sole shareholder of a company ultimately acquired by Trustco in 2018, a diamond mining and exploration company called Huso Investments, and had provided equity loans - or money invested as a shareholder. After this loan was changed to a liability, or money owed by Huso to Van Rooyen, it was waived.
Trustco undertook to acquire Huso, which transaction shareholders approved in 2015 and 2017 respectively, based on Huso’s financial position that reflected an equity loan of N$295 million, the JSE said in a statement today. The Namibian dollar is pegged to the rand.
In 2018, after the relevant shareholders' meeting, this was classified from equity loan to a liability, with the effect of changing Huso’s net asset value of N$92 million into a negative net asset value of N$240 million, the JSE said.
"The company did not disclose to shareholders and the market that the financial position of the entity it was acquiring had changed significantly from what was contained in the circular that shareholders had previously approved," the JSE said. "Such a significant change in the underlying financial position of the entity to be acquired was specific, precise and had the potential to influence the economic decisions of shareholders and investors."
According to a Financial Services Tribunal judgment, as of 2018, Van Rooyen had advanced a total of N$546 million in loans to Huso. This was then forgiven and reflected in Trustco's financials as profit.
Among other issues, the JSE then informed Trustco it must restate its financials, sparking a battle, with its shares being suspended in November 2022. Trustco, however, ultimately conceded to restate the financials in February and its suspension was lifted in March.
The reconsideration application was heard before the FST in June, with judgement handed down today with Trustco's reconsideration application dismissed. – Fin24
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