Trustco Group Holdings Limited v Financial Services Tribunal and Another

Trustco Group Holdings Limited, a company listed on the JSE and the Namibian Stock Exchange, was directed by the JSE in November 2020 to restate its financial statements for the year ending 31 March 2019. The directive followed a proactive review in which the JSE, acting on advice from its Financial Reporting Investigation Panel, found that Trustco’s accounting treatment of large shareholder loans forgiven by its CEO and major shareholder, Dr Quinton van Rooyen, and the reclassification and revaluation of immovable property, did not comply with International Financial Reporting Standards (IFRS). The restatements would reverse profits declared and shares issued under an earn‑out mechanism. Trustco’s objection under the JSE Listings Requirements was dismissed, and its subsequent application for reconsideration to the Financial Services Tribunal under s 230 of the Financial Sector Regulation Act 9 of 2017 was also dismissed. Trustco then sought judicial review in the Gauteng Division of the High Court, which dismissed the application. Trustco appealed to the Supreme Court of Appeal, challenging the JSE’s power to direct restatements and the proper constitution and approach of the Tribunal panel.

The appeal was dismissed with costs on the attorney and client scale, including the costs of two counsel.

The judgment affirms the breadth of the JSE’s regulatory powers to ensure accurate and IFRS‑compliant financial reporting by listed companies, including the power to direct restatements. It also clarifies the statutory requirements for the composition of Financial Services Tribunal panels and reinforces administrative‑law principles that decisions constituting such panels are standalone administrative acts that must be directly reviewed if challenged. The case strengthens regulatory oversight in South African financial markets and limits tactical challenges to tribunal composition.