The JSE censured Trustco Group Holdings publicly in October last year and fined it R5 million. Trustco went to the Financial Services Tribunal in December to have both set aside; the tribunal heard the application on 14 August and dismissed it on 20 August. The exchange confirmed on Friday that the censure and the penalty are binding, fully enforceable and immediately payable.
The deal that triggered it
In 2022 Trustco disposed of control of Meya Mining, which owns a diamond mine in Sierra Leone, to UAE-linked Sterling Global Trading, cutting its own interest from 65% to 19.5%. The JSE valued Trustco's portion of that at R460.5 million, equal to 89% of the company's market value at the time. Any acquisition or disposal worth at least 30% of a listed company's market value is what the exchange calls a Category 1 transaction, and its rules require those to be put to shareholders and approved before they are implemented. Trustco began implementing this one before distributing a circular or holding a vote. The JSE found it had knowingly done so, denying shareholders the opportunity to exercise their rights over the transaction, and censured the company in October 2025 with the R5 million fine attached. Trustco had itself approached the exchange for a ruling on the matter in 2023, and the exchange concluded that the failure was unacceptable.
The suspension, the restatement and the board fight
Trading in Trustco shares has been suspended on the JSE since January 2025, after the company failed to publish its 2024 financial statements within the prescribed period. The group was founded in 1992, listed in Namibia in 2006 and on the JSE in 2009, and holds interests in insurance, lending, education, real estate, mining and investment management. It also ran a long battle with the exchange over an accounting decision that waived loans held by chief executive and managing director Quinton van Rooyen, fed the effect into profits and triggered an earn-out mechanism for him. After the case reached the Supreme Court of Appeal, Trustco agreed to restate the financial reports.
The boardroom fight is still live. At a requisitioned general meeting in Windhoek held the week the tribunal ruled, seven resolutions to remove or replace directors, brought by investor Sean Riskowitz, were defeated. Moneyweb reports that his nominees still took roughly 42% of the votes cast for or against. Riskowitz had issued an open letter calling for board changes to stabilise the company, restore confidence and give Trustco the best possible chance to grow again, and cited the loan restatement among his reasons for wanting a new independent board.
The fine is due now. The governance argument behind it is not finished.
