CHAMWE KAIRA
Letshego Holdings Namibia has approved the Letshego Holdings Namibia Employee Share Option Plan (ESOP) Trust and this will see transfer of the trust shares from Letshego Africa Holdings Limited to the trust.
The approval was made on during an annual general meeting held in Windhoek. The meeting also approved the final dividend of 36,38 cents per share paid to shareholders.
In terms of the Banking Institutions Act 13 of 2023, Letshego Holdings Namibia is required to increase its level of local Namibian equity ownership to 25%.
Pursuant to this requirement, Letshego plans to implement the ESOP, the aim of which is ultimately to transfer shares to beneficiaries. The Trust Deed establishing the trust (through which the ESOP will be implemented) has been approved by the Namibia Stock Exchange (NSX) and is subject to approval by the shareholders of the company in terms of the NSX listings requirements.
The transaction contemplated in the share transfer agreement is also subject to approval by shareholders of the company. The share transfer agreement is a commercial agreement between the parties which, inter alia, sets out the terms and conditions upon which the trust will acquire the trust shares for the ESOP twenty-five million shares in LHN) from Letshego Africa Holdings Limited by settling the transfer price.
The transfer price will be based on the number of shares bought and the market value of a share, less a discount of 20%.
Letshego has said rationale for selling the trust shares at a discount of 20% to the trust is to ensure there is an initial equity value attributable to the beneficiaries which aligns with the objective of transferring substantive Namibian ownership in the company.
The trust shall be required to pay LAHL 80% of each distribution and 100% of each special distribution received from LHN in relation to the trust shares for so long as the notional funding balance is above zero. Where the Notional Funding Balance is zero, the Trust will pay or distribute 100% of each distribution and 100% of any special distribution to each beneficiary in proportion to their participation unit holding in relation to the number of all participation units.
Other matters on the agenda during the annual general meeting included the re-election of Kudzai Chigiji to the board, the appointment of Richard Ochieng, Jerome Mutumba as independent non-executive director to the board and Johannes Esterhuyse as independent non-executive director.
The company also confirmed the appointment of Ernest and Young Namibia and the auditing partner Danica van Wyk as the company’s independent external auditor for the following financial year, subject to Bank of Namibia approval.
