Also known as: Senior advocate Raymond Heathcote · Adv Raymond Heathcote · Adv Raymond Heathcote SC · Raymond Heathcote SC · advocate Raymond Heathcote
Chairman of Trustco Group Holdings who invalidated shareholder votes to remove the board; senior advocate warning against the investment promotion bill.
“Court documents confirm that Patrick Kauta appeared on behalf of the plaintiff, while Raymond Heathcote and Andries van Vuuren represented the defendants.”
Board chairman Raymond Heathcotedeclared invalidthe outcome of the February shareholder meeting, ruling statutory notice requirements had not been met
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“However, the outcome was declared invalid by board chairman Raymond Heathcote, who ruled that the meeting had not been properly constituted because statutory notice requirements had not been met.”
Raymond Heathcoteruled thatthe vote was invalid due to lack of required 21-day notice
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“However, board chairman Raymond Heathcote, who is also facing removal, has ruled that the vote was invalid because the meeting was held without the required 21-day notice.”
Chairman Raymond Heathcotesays the meeting had not beenvalidly convened under the Namibian Companies Act
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“Chairman of the board Raymond Heathcote says the meeting had not been validly convened under the Namibian Companies Act, preventing any binding resolutions from being passed.”
Chairman Adv Raymond Heathcote SCruledmeeting was illegally convened and not compliant with Companies Act
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“The Chairman, Adv Raymond Heathcote SC, ruled that the meeting was illegally convened and not in compliance with Section 1(8) of the Namibian Companies Act, 2004.”
“He further advises a strategic pause, saying the bill is a high priority for promulgation, but its sensitive nature – impacting local empowerment and foreign capital – means Namibia must "get it right" to avoid deterring the very investment it seeks.”
Raymond HeathcoteconcludesBill is inconsistent with Article 99 of Namibian Constitution
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“In a legal opinion commissioned by the Namibia Institute for Economic Policy (NIEP), Heathcote concludes that the Bill is inconsistent with Article 99 of the Namibian Constitution, which requires foreign investment to be encouraged through an Investment Code adopted by Parliament, rather than through an Act of Parliament.”
The Municipal Council of Windhoek is suing Namibia Dairies for N$24.5 million over a February 2019 heavy fuel oil spill at the company's factory that contaminated the city's Gammams Water Care Works and caused damage to water treatment processes. The hearing before the Windhoek High Court began on Tuesday, with Namibia Dairies opposing the council's claim.
The Municipal Council of Windhoek is suing Namibia Dairies for N$24.5 million over a February 2019 heavy fuel oil spill at the company's factory that contaminated the city's Gammams Water Care Works and caused damage to water treatment processes. The hearing before the Windhoek High Court began on Tuesday, with Namibia Dairies opposing the council's claim.
The Labour Court has referred a dispute between state-owned Namcor Petroleum Trading and Distribution and its former managing director Imms Mulunga back to arbitration, after ruling that an arbitrator wrongly dismissed the case in June. Mulunga was dismissed in August 2024 after being found not guilty in a disciplinary hearing, and Namcor subsequently referred claims against him for breach of contract and financial losses to the Labour Commissioner in October 2024.
The Municipal Council of Windhoek's multimillion-dollar environmental damage case against industrial and fuel companies, including Namibia Dairies, over a 24,000-litre heavy fuel oil spill in February 2019 that contaminated wastewater infrastructure has advanced following a High Court pre-trial order and conference.
Trustco Group Holdings has received a formal demand from major shareholder Riskowitz Capital Management LLC to convene a shareholders' meeting to appoint a new board. This follows a contentious February shareholder meeting where a majority voted to remove the current board, but the outcome was invalidated by board chairman Raymond Heathcote on procedural grounds.
Trustco shareholders voted by 43.75% to remove the current board, but chairman Raymond Heathcote invalidated the meeting on the grounds that it lacked the required 21-day notice period under the Companies Act. The Riskowitz Value Fund, which proposed five replacement directors, says it will take the matter to court.
Trustco Group Holdings' largest minority shareholder, Riskowitz Value Fund LP (RVF), failed in its attempt to remove and replace the board at a general meeting on Monday. The meeting was ruled illegally convened under the Namibian Companies Act; a condonation vote to remedy defects failed, and RVF could not secure majority support even on the merits, according to the company.
Trustco Group Holdings rejected a hostile takeover bid by Riskowitz Value Fund LP at a shareholders' general meeting. The Chairman ruled the meeting illegally convened under Namibian law, a condonation vote to cure the defect failed to achieve the required majority, and even on the substance of the proposal, the fund could not secure board reconstitution support.
Senior advocate Raymond Heathcote has submitted an opinion arguing that Namibia's investment promotion bill is unconstitutional, grants the minister excessive discretion, and replaces the rule of law with bureaucratic uncertainty. Heathcote advises a strategic pause on the bill, warning that its current form would discourage rather than encourage foreign investment.
Senior advocate Raymond Heathcote has raised constitutional concerns that Namibia's proposed Investment Promotion Bill may contradict Article 99 of the Constitution and create legal uncertainty through excessive ministerial discretion. Heathcote argues the Bill could discourage foreign investment and impermissibly transfer Parliament's legislative authority to the executive.
Riskowitz Value Fund, a 23% shareholder in Trustco Group Holdings, has called a general meeting for 16 February to elect five new directors and remove founder Quinton van Rooyen and the current board after they refused to convene the meeting. The board claims the requisition is invalid and accuses the proposed directors of value destruction, but Section 189 of the Namibian Companies Act allows members holding at least 5% of voting shares to require such a meeting.