Trustco-Riskowitz dispute escalates as Namibian court freezes 200 million shares

Feyisayo Ajayi
Feyisayo Ajayi
Trustco NamRA Helios disputes

Trustco Group Holdings, the Namibian investment group majority-owned by businessman Quinton van Rooyen and his family, is embroiled in an escalating dispute with U.S. investment firm Riskowitz Value Fund LP over the group’s shares and board, after the High Court of Namibia issued an interim order concerning 200 million Trustco shares beneficially owned by Riskowitz.

The High Court’s Main Division in Windhoek issued a rule nisi on September 25, 2026, in proceedings brought by Trustco against Riskowitz, ordering the interim attachment of the shares pending a hearing on November 6. The order also covers 1,135 shares in Legal Shield Holdings, representing an 11.35% interest in the company.

Court action follows Riskowitz demand for new Trustco board

The court development came as Riskowitz separately demanded that the Namibian investment group convene a shareholders’ meeting to consider the appointment of a new board of directors. Trustco disclosed the demand on September 25 and said its board was considering its content and validity.

The latest court order therefore adds another layer to a dispute that has increasingly centred on the ownership, voting rights and governance implications of the Legal Shield transaction.

Trustco seeks to unwind Legal Shield transaction

The 200 million Trustco shares covered by the order were issued to Riskowitz as the first tranche of shares under the Legal Shield Holdings transaction.

The Namibian investment group previously said Riskowitz had repudiated the transaction framework and that the company had accepted the repudiation and was pursuing the reversal and unwinding of the transaction. It also said the second tranche of 200 million shares had been suspended, while the first tranche was undergoing formal rescission subject to applicable legal, regulatory and court processes.

The shares covered by the latest order are registered on Trustco’s Johannesburg branch register in the name of Rand Merchant Bank, acting as Riskowitz’s nominee.

Control remains at the centre of the dispute

The underlying transaction was approved by Trustco shareholders on the basis that it would not result in a change of control of the company, according to Trustco’s February 2026 announcement. The Namibian investment group has maintained that the special voting terms attached to the first-tranche shares were designed to prevent a de facto change in control.

Riskowitz’s subsequent demand for a shareholders’ meeting to consider a new board has brought the governance question back into focus.

The High Court’s rule nisi is returnable on November 6, when Riskowitz and interested parties will be required to show cause why the interim order should not be made final.

Trustco said it will continue taking steps to give effect to the court order and protect its interests, with further material developments to be announced in accordance with applicable JSE and Namibian Stock Exchange requirements.

Trustco NamRA Helios disputes

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