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A simmering shareholder fight at Trustco Group Holdings is heading for a showdown next month after the company’s largest minority investor moved to eject the board and founder Quinton van Rooyen.
Riskowitz Value Fund, which holds about 23% of Trustco, says it will convene a general meeting of shareholders on Feb. 16 to vote on a new slate of directors after Trustco’s board declined to call the meeting itself. The fund’s notice followed a requisition dated Nov. 19, 2025, according to a market announcement circulated to investors.
The bid amounts to a full reset in the boardroom. The fund has nominated five candidates: Grant Pattison, Dee Sauls Deckenbrock, Jerome Davis, Sepo Haihambo and Robert Hutchinson Keip. Trustco’s current board includes Raymond Heathcote, van Rooyen, Floors Abrahams, Winton Geyser and Janene van den Heever.
Trustco has pushed back hard, framing the effort as illegitimate and poorly grounded. In December, the company described the takeover bid as “dead on arrival” and said the nominees had refused to undergo fit and proper vetting. Trustco spokesperson Neville Basson also accused Riskowitz fund founder Sean Riskowitz of a history of “value destruction,” pointing to what the company said were losses and instability across prior investments.
The breakdown did not happen overnight. The two sides appeared aligned as recently as 2024, when the fund signed a non exclusive agreement to invest up to $100 million, about 1.6 billion Namibian dollars, in hybrid capital. Relations soured after a proposed share deal tied to Legal Shield Holdings, the report said. Trustco had obtained approval to buy an additional 11.35% stake in Legal Shield from the fund for 469 million Namibian dollars, but later suspended the sale and conversion agreement.
Van Rooyen, Trustco’s chief executive, argues the requisition fails basic legal, procedural and governance scrutiny, particularly given obligations tied to the Johannesburg Stock Exchange and the Namibia Securities Exchange.
Namibia’s Companies Act offers shareholders a lever, though. Section 189 provides that members holding at least 5% of voting shares may require a company to convene a meeting to remove or appoint directors, a provision often cited in governance disputes when boards resist calls for a vote.
The leadership tussle comes against a backdrop of legal and regulatory friction around the group. Earlier this year, the High Court ordered Trustco Bank Namibia to pay the state’s legal costs after finding it prolonged a case that had become moot. The bank had surrendered its banking license, and the relevant law was repealed in August 2023, yet it did not withdraw its challenge to a 2022 directive from the Bank of Namibia. Judge Lotta Ambunda described the continued litigation as frivolous and vexatious and ordered costs from September 2023 onward.
Trustco has also faced scrutiny in Johannesburg. The JSE censured the company after finding it carried out a category one transaction involving a reduced stake in Meya Mining, a Sierra Leone diamond mine, without first getting shareholder approval. The exchange imposed a 5 million rand fine and a public censure.
