Namibian tycoon Quinton van Rooyen's Trustco faces a formal legal demand to replace its entire board

Trustco Group Holdings, the Namibian investment conglomerate founded and led by Quinton van Rooyen, has received a formal legal demand from a major shareholder requiring the company to convene a meeting to consider replacing its entire board, reopening a boardroom battle that has run for the better part of a year.

In a stock exchange announcement this week, Trustco disclosed that its board had received a demand under Section 189 of the Companies Act from Riskowitz Capital Management LLC, the parent of Riskowitz Value Fund, which holds approximately 23 percent of Trustco's shares. The demand requires the directors to convene a shareholders' meeting to consider appointing a new board. "The board is considering the content and validity of the demand, and a further announcement will be made in due course," Trustco said.

The demand is the latest escalation in a fight that has been building since late 2025. Riskowitz Value Fund first requisitioned a shareholders' meeting in November 2025 seeking to remove the current board, which consists of chairman Raymond Heathcote, van Rooyen, Floors Abrahams, Winton Geyser and Janene van den Heever. When Trustco's board declined to convene the meeting itself, Riskowitz called one independently for February 16, 2026, nominating five replacement directors: Grant Pattison, Dee Sauls-Deckenbrock, Jerome Davis, Sepo Haihambo and Robert Hutchinson-Keip.

That February meeting produced a majority vote in favour of removing the board, but chairman Raymond Heathcote declared the outcome invalid, ruling that the meeting had not been properly constituted. The new Section 189 demand is Riskowitz's attempt to force a properly sanctioned process this time, applying explicit statutory pressure rather than relying on a shareholder-convened meeting that Trustco's leadership can subsequently challenge on procedural grounds.

Trustco has fought the removal effort at every stage. In December 2025, the company issued a statement declaring the takeover attempt "dead on arrival" and directly attacked Riskowitz founder Sean Riskowitz's track record. "Publicly available information shows that RVF's nominated controllers, together with their sponsor, Sean Riskowitz, have left a clear trail of value destruction across multiple investments, marked by shareholder losses, governance instability and poor strategic judgement," Trustco spokesperson Neville Basson said at the time.

The relationship between Trustco and Riskowitz was not always adversarial. In 2024, Riskowitz Value Fund signed a non-exclusive agreement to invest up to $100 million, approximately N$1.6 billion, in hybrid capital with Trustco, a deal that signalled confidence rather than conflict. The relationship deteriorated after a proposed share transaction involving Legal Shield Holdings, Trustco's legal insurance subsidiary, broke down. Trustco had obtained approval to buy an additional 11.35 percent stake in Legal Shield from Riskowitz for N$469 million, but later suspended the sale and conversion agreement, a decision that appears to have triggered the fund's move toward outright removal of the board.

The boardroom fight is unfolding against a backdrop of other significant changes at Trustco. The company surrendered its Namibian banking licence in March 2026, prompting the Bank of Namibia to withdraw a separate High Court liquidation application against Trustco Bank Namibia. Van Rooyen said at the time that every depositor had been repaid in full and that the banking subsidiary, which represented less than 1 percent of Trustco's total investment portfolio, remained financially sound despite the central bank's action.

Van Rooyen has separately fielded a private takeover approach for his own stake. In 2025, Cayman Islands investment firm VeldBridge Holdings offered to acquire his entire shareholding plus family-held debt claims totalling N$5.05 billion, contingent on Trustco withdrawing its Nasdaq listing application in favour of a VeldBridge-led listing process. That proposal would have given van Rooyen majority voting control inside the acquiring company rather than removing him from Trustco's corporate structure entirely, a markedly different outcome from the one Riskowitz is now pursuing through the courts.

Trustco has argued throughout that Namibia's Companies Act and its obligations to both the Johannesburg Stock Exchange and the Namibia Securities Exchange require a higher standard of procedural rigour than Riskowitz's previous requisitions met. Whether the new Section 189 demand satisfies that standard, and whether Trustco's board will again contest its validity, will determine whether van Rooyen faces his first properly sanctioned removal vote since founding the company decades ago.