Trustco board survives shareholder revolt led by US-based investor

Trustco’s incumbent board has survived an attempt by SA-born but US-based investor Sean Riskowitz to unseat its directors as part of a proposed governance overhaul aimed at restoring confidence in the troubled Namibian group.

Seven resolutions to remove the incumbent directors were defeated at a requisitioned general meeting in Windhoek on Tuesday, as were resolutions to appoint five replacements nominated by Riskowitz Capital Management.

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Trustco MD Quinton van Rooyen presented the outcome as Riskowitz’s second defeat in six months.

“Twice in six months, Riskowitz has asked Trustco’s shareholders to hand over this company. Twice the shareholders have answered,” said Van Rooyen.

“Riskowitz heard no in February; it has heard no again today.

“There is no version of this campaign in which asking a third time produces a different answer,” he added.

“This board is going back to work – we’d suggest Riskowitz do the same.”

Riskowitz disputes this characterisation of the February meeting, saying it was brought to an end before the proposed resolutions were put to a vote.

About 35.4% of the votes recorded at Tuesday’s meeting supported each of the five replacement directors, while 49.6% opposed their appointment and 10.4% abstained.

But the result is not quite the overwhelming endorsement of the existing board that Trustco’s statement suggests.

Once abstentions are excluded, the Riskowitz nominees received roughly 42% of the votes cast for or against.

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Trading in Trustco shares was suspended on the JSE in January 2025 after the company failed to publish its 2024 financial statements within the prescribed period.

Trustco is a holding company with interests in insurance, lending, education, real estate, mining and investment management.

‘Fresh start’ sought

Ahead of Tuesday’s meeting, Riskowitz issued an open letter calling for changes to the board – not, he argued, as part of a battle for control, but as “an opportunity to stabilise an important Namibian business, restore confidence, and give Trustco the best possible chance to grow again”.

Riskowitz pointed to the company’s disputes with regulators, accounting restatements and censures, and questions surrounding its governance and related-party transactions.

“The solution is not to destroy Trustco. The solution is to stabilise and rebuild it,” he said.

“That requires a board capable of independently examining what has happened, dealing constructively with regulators, protecting the company’s assets, and putting Trustco back on a sustainable path.”

Riskowitz said Trustco has valuable businesses, talented employees and assets worth protecting.

The Van Rooyen family has a long association with Trustco, but no founder, shareholder or executive is indispensable, he added: “Successful companies develop institutions that are stronger than any individual.”

Disputed 9% holding

Tuesday’s meeting leaves unanswered questions over the votes attached to Germinate (SL) Limited, which Riskowitz says owns 9% of Trustco.

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Riskowitz alleged that these shares had not previously been voted in accordance with their owner’s instructions and demanded that they be properly recognised at Tuesday’s meeting.

Trustco’s statement announcing the result did not clarify whether or how the Germinate votes were counted.

As Moneyweb previously reported, Trustco lost an appeal before the Supreme Court of Appeal (SCA) in 2024 arising from a long-running dispute with the JSE over three entries in its 2019 financial statements.

The JSE ordered Trustco to correct the treatment of two loans from controlling shareholder Van Rooyen, worth N$546 million and N$1 billion respectively, which were subsequently waived and recognised by Trustco as profits.

Those profits also triggered earn-out provisions entitling Van Rooyen to additional Trustco shares.

The third disputed entry involved the reclassification of property from inventory to investment property, resulting in a N$693 million revaluation gain.

Trustco challenged the JSE’s decision before the Financial Services Tribunal in 2021, but its application was dismissed. It then took the matter to the high court and ultimately the SCA, losing at each stage.

These disputes appear to be among the issues that prompted Riskowitz’s campaign for board and governance changes.

The incumbent directors may have survived Tuesday’s vote, but with a substantial proportion of participating shareholders supporting their removal, the battle over Trustco’s governance may not be over.

Riskowitz is a Wits University graduate who has invested in Trustco for more than a decade. His funds were once among Trustco’s largest shareholders and, as recently as 2024, were being presented by the company as strategic investment partners capable of providing up to $100 million in capital.

The relationship has since broken down, turning a former Van Rooyen ally into one of the board’s most active critics.

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