Namibian tycoon Quinton van Rooyen fends off second bid to oust Trustco board

The board of Trustco Group Holdings will stay in place after shareholders rejected a slate of resolutions from Riskowitz Capital Management, handing the Namibian tycoon Quinton van Rooyen a second victory in six months over the activist investor pushing to overhaul the company's leadership.

At a general meeting on Wednesday, none of the substantive proposals put forward by Riskowitz drew more than 35.77 percent of the votes cast, well short of the majority needed. All seven resolutions seeking to remove the sitting directors were defeated, leaving the board unchanged.

The proposals had sought to replace directors including van Rooyen, Quinton Zandre van Rooyen, chairman Raymond Heathcote and four others with a slate of five Riskowitz nominees. Certified results showed about 35.44 percent of voters backed the challengers, while 49.63 percent opposed them and 10.41 percent abstained. The only measure to pass was an administrative resolution that carries no effect given the failure of the main proposals.

It was the second time this year that Riskowitz had moved to unseat the board. The fund first requisitioned a shareholder meeting earlier in the year, an effort van Rooyen's camp also saw off. Riskowitz, which holds a significant stake in Trustco, has argued the company needs new leadership.

Van Rooyen, who founded Trustco and remains its largest shareholder, framed the result as a decisive rebuff. "Twice the shareholders have answered. Riskowitz heard no in February; it has heard no again today," he said. "There is no version of this campaign in which asking a third time produces a different answer. This board is going back to work."

The standoff traces in part to a soured transaction between the two sides. Trustco had won approval to buy an additional stake in Legal Shield Holdings from Riskowitz for N$469 million ($29 million), but later suspended the agreement, a move that appears to have hardened the fund's push to remove the board.

Trustco, listed in Windhoek and Johannesburg, holds interests across financial services, insurance, real estate and resources, including mining assets. Van Rooyen has built the group over three decades and controls a majority of its shares, giving him a powerful hand in any contest over its direction.

The outcome leaves the dispute unresolved in substance even as the immediate vote goes van Rooyen's way, with Riskowitz's longer-term intentions unclear.