Trustco Group Holdings has hit back at the Johannesburg Stock Exchange (JSE) accusing the bourse of undermining the independence, accountability and integrity of its board.
This was after the diversified financial services company’s appeal against a directive by the bourse was dismissed by the South African Financial Services Tribunal last month.
In a SENS announcement issued on Tuesday, Trustco said the JSE directive contradicts both the board’s considered opinion and the advice of its professional advisors.
“Trustco reserves its rights herein. Shareholders should further note that the unwarranted interference of the JSE is an attempt to usurp the responsibilities and fiduciary duties of the Board without any accountability towards Shareholders. This undermines the independence, accountability and integrity of the Board,†the company said
The JSE insists that the Namibian company, with operations in insurance and investments, resources, and banking and finance, revises and restates its financial information for the year ended March 31, 2019 and interim results for the six months to September 30, 2019, which the bourse found not to be compliant with its listings requirements.
The South Africa-based exchange claimed it found errors that pushed up Trustco’s profits by a combined N$2.1 billion, a position which the company has disputed.
However, in an interesting turn of events, Trustco has asked its minority shareholders to vote on a possible delisting from the JSE, a move which will also see it delisting from the Namibian Stock Exchange and seeking a listing elsewhere.
“The Board is considering its options regarding the benefits of Trustco’s current listings. To move a listing to a more beneficial exchange, a majority vote from minority Shareholders is required. Should Trustco delist from the JSE, Trustco would also automatically delist from the NSX in Namibia and the OTCQX in the United States of America. To support the Board’s position that Trustco’s current listings are not in the best interest of all Shareholders,†the company said.
Trustco has also asked its shareholders to revote on whether they do agree with how the company had presented its financials, including how it had accounted for transactions that the JSE has raised concern about.
“Although Shareholders have previously approved the affected transactions, as well as the audited annual financial statements and disclosures, the Board requests current Shareholders to reaffirm their position on these transactions. To confirm and agree that the Board followed due process and remains best placed to do so in the future, in recommending the financial statements to the shareholders for approval,†the company said.
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