JSE hits Trustco with R5m fine

The Financial Services Tribunal has dismissed Trustco’s attempt to overturn a public censure and R5 million fine imposed by the JSE in October 2025 over a West African diamond transaction that had not been put to shareholders for approval.

This comes just a day after Namibian-based Trustco survived an attempt by dissident shareholder Sean Riskowitz to unseat directors as part of a governance overhaul.

As Moneyweb reported this week, seven resolutions to remove or replace directors were defeated at Tuesday’s requisitioned general meeting in Windhoek.

Liable for payment

The tribunal ruled on Thursday that the censure and fine remain valid and enforceable, making Trustco immediately liable for payment.

The JSE penalised the group for knowingly implementing a Category 1 transaction without first obtaining the shareholder approval required under its listings requirements.

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The R5 million penalty and public censure by the JSE relates to a 2022 transaction involving Trustco’s disposal of control of Meya Mining, the owner of a diamond mine in Sierra Leone, to UAE-linked Sterling Global Trading.

The disposal reduced Trustco’s interest from 65% to 19.5%. The JSE valued Trustco’s portion at R460.5 million – equal to 89% of its market capitalisation – but found that the dilution had been implemented without the required shareholder circular or vote.

Trustco applied to the tribunal in December 2025 to reconsider the JSE’s decision. The application was heard on 14 August and dismissed on 20 August, which means both the censure and the financial penalty are immediately enforceable. The JSE statement is here.

Trading of Trustco shares suspended

A Category 1 transaction is an acquisition or disposal large enough to equal at least 30% of a listed company’s market value. JSE rules require such transactions to be put to shareholders and approved before they are implemented.

The JSE found that Trustco had begun implementing the Meya Mining transaction without obtaining that approval.

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Trustco has faced persistent questions over its governance, accounting practices and compliance with JSE listings requirements.

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.

Read: As Namibia’s Trustco heads to Nasdaq, Cape Town landlord wants his rent

This week Riskowitz issued an open letter calling for board changes in order to stabilise the company, “restore confidence and give Trustco the best possible chance to grow again”.

That attempt to unseat incumbent directors was defeated at a requisitioned general meeting in Windhoek on Tuesday, though Riskowitz nominees received roughly 42% of the votes cast for or against. This suggests the battle over Trustco’s governance may not be over.

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