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N$468 Million Trustco Deal at Centre of 200 Million-Share Court Freeze
Trustco Group Holdings Limited has secured an interim High Court order authorising the attachment of 200 million Trustco shares and 1,135 unlisted Legal Shield Holdings shares linked to Riskowitz Value Fund.
By: Elizabeth Naftal
Trustco Group Holdings Limited has secured a High Court order freezing 200 million Trustco shares and 1,135 Legal Shield Holdings Limited shares linked to Riskowitz Value Fund, amid an ongoing dispute over shareholder obligations and control of the company.
The order, granted on 25 September 2026, places the shares under court control and prevents them from being sold or transferred while the dispute continues.
At the centre of the matter is a N$468 million transaction approved by Trustco shareholders, under which Trustco was to acquire a further 11.35% stake in Legal Shield Holdings in exchange for 400 million Trustco shares issued at N$1.17 each.
The transaction was subject to a condition that it would not result in a de facto change of control of Trustco.
The court action follows two attempts by the Riskowitz group to change the Trustco board, first in February and again in August 2026.
Trustco Chief Executive Officer Quinton van Rooyen said the company would oppose attempts to obtain control through what it considers a hostile process.
“No foreign actor or shareholder will take control of Trustco in a hostile manner or by an abuse of process,” van Rooyen said.
Van Rooyen also highlighted provisions governing shareholder requisitions, noting that shareholders holding at least 5% of voting capital may requisition a general meeting, subject to statutory requirements.
“Section 189 does not expressly require them first to prove the merits of their proposals,” he said, while stressing that the right to requisition a meeting does not exempt shareholders from complying with applicable law.
In a non-binding advisory opinion dated 29 July 2026, the Namibian Competition Commission indicated that an arrangement allowing RVF to appoint or remove a majority of Trustco directors would require merger notification and approval before implementation.
Trustco said it would pursue available legal remedies and oppose attempts to use disputed and unpaid shares to secure board control.
