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Trustco Group Holdings, led by Namibian businessman Quinton van Rooyen, dismissed a boardroom challenge from Riskowitz Value Fund (RVF), saying the requisition did not meet legal and governance standards for a publicly traded company. The board said its review found the filing “invalid on its face” and not sufficient to prompt shareholder action.
Legal and governance failures
According to Trustco, the requisition violates mandatory provisions of the Namibian Companies Act, contradicts the company’s founding documents, and disregards governance rules that apply to entities listed on both the Johannesburg Stock Exchange and the Namibian Stock Exchange.
“It cannot lawfully call a meeting. It cannot lawfully trigger a vote,” the company said, calling the document an attempt to force an outcome that has no legal foundation. Trustco said all director nominees must undergo a standard vetting process, including independence checks, conflict disclosures and fitness assessments.
RVF’s nominees — Grant Pattison, Dee Sauls-Deckenbrock, Jerome Davis, Sepo Haihambo, Robert Hutchinson-Keip and sponsor Sean Riskowitz — declined to submit the required materials. That refusal, Trustco said, disqualifies them from consideration and renders the requisition “dead on arrival.”
The company also pointed to a public record showing shareholder losses and governance disputes tied to entities associated with RVF and its sponsor. Trustco said that record, combined with the group’s refusal to follow due process, raised concerns about oversight and stability.
CEO statement and board’s decision
“This was not a takeover attempt—it was a structural failure pretending to be one,” van Rooyen said. “When nominees refuse even the simplest checks, there is nothing to consider. Trustco will not place its shareholders or its reputation in the hands of people who reject transparency.”
Trustco’s board concluded its review with a formal ruling that the requisition is invalid and the nominees are disqualified. The findings will be added to the company’s regulatory record and may be used in future proceedings.
About Trustco
Headquartered in Windhoek, Trustco Group Holdings operates businesses spanning real estate, mining, insurance, microfinance and education. Quinton van Rooyen is the founder and majority owner, with his family holding about 71 percent of the group’s long-term debt.
In August, Trustco acknowledged a separate takeover offer from VeldBridge Holdings Ltd., which seeks to acquire the van Rooyen family’s shares and debt claims totaling NAD5.05 billion ($296 million). The deal remains subject to approvals.
In October, the JSE fined Trustco R5 million ($293,000) over what it called “unacceptable” conduct related to the sale of its mining unit without shareholder approval.
