Update on the Trustee voting & appointment

In an earlier post we provided the results of the voting at the meetings held on Tuesday 18th. Broadly speaking, the majority of the votes cast were in favour of the appointment of Mr Tromp.

Following the 18th’s meeting, there has been no formal feedback from Nova on the vote outcomes – ie; no communiqué posted in their web site (as was done after the 11 January meeting – and which we re-posted in our internet sites)

Why not? Should the Debenture Holders not have been formally advised of this or is this Nova simply falling back on their usual custom of not communicating, having achieved what they wanted out of the process?

In our posts ahead of the meetings, we stated that the whole purpose of the exercise was only, in the event of receiving approval for the appointment, to be able to tell the CIPC that they could now cross out two of the issues (probably) listed in the Compliance Notice issued to the company in November, viz:
– No Trustee appointment following Mr Cohen’s resignation in March 2019
– The deadline of 20 January 2022 for the repayment of the debentures

It came as no surprise to learn at week’s end that Nova had already communicated to CIPC that the appointment of the nominated Trustee, Mr J Tromp, had been approved, that he had assumed duties and that an extension of the 20 January repayment deadline had been proposed, approved, and implemented

We trust that CIPC will see these outcomes as the fiction that they are

Has Nova communicated the repayment extension to the Debenture Holders? Of course not! Will they? Of course not!

It’s all part of the way that they maintain a distance between the company and the Debenture Holders: keep them in the dark and only communicate when absolutely necessary (like having to get off the hook with CIPC)

Please help us to recruit more members

Would you care to help us to grow our membership?

You can use the “strip sheet” in the accompanying image for this. Members may have seen these sheets on community notice boards, eg; at supermarkets – advertising services, rentals, etc. – and from which one tears off a tag to take with and follow up

To copy the image for use:
* Right click on it * Click Save Image As * Save it wherever is best for you to print it * Print * Cut in half * Cut up the vertical lines in the grid to make tags that can be torn off * Post copies on local community notice boards

An alternative is:
* Right click on the image * Click Copy Image * Open a blank Word document * Click Paste * Resize to fit page * Print * Cut in half etc etc

As an alternative, in case of difficulty in printing from this site, please visit the Facebook page and try there: Sharemax Investors/Nova Debenture Creditors

Anyone trying this out, please email in to [email protected] to confirm successful print or otherwise. Please state if you took it off the web page or off the Facebook page

Thank you for participating and for your feedback

Outcome of the Trustee approval meeting held on 18 January

We advise that the outcome of the voting was as shown in the table below

We are disappointed at this result but not surprised and it is clear that Nova implemented a strategy to achieve that result

All is not lost and we are addressing it in order to plot our way forward and will inform members of this in due course

We thank all Debenture and Proxy Holders & their underlying Proxy Givers, who went to the meeting and voted. Likewise, we thank all of the those Debenture Holders who gave proxies to Herman Lombaard and Deon Pienaar

Your support and involvement are very much appreciated

The picture included below is of Deon Pienaar with Aleta Labuscghagne who travelled from Port Edward (at the southern tip of KZN) to vote at the meeting


The Tuesday 11th January Trustee approval meeting update

We apologise for this late update. It has been a busy week

The meeting to approve (or not) the appointment of the company nominated Trustee candidate took place as scheduled at the Capital Hotel in Menlyn Pretoria on Tuesday 11th

It took the form of four meetings at two-hour intervals – one each for Income Plan Companies (the malls), Growth Plan Companies (the residential developments), The Villa Company and Zambezi Company

It was immediately apparent that, as expected, there would not be a quorum at each meeting and that the voting would be postponed according to the provisions of the Debenture Trust Deed – which did indeed eventuate

It will now take place at the same venue on Tuesday, 18 January (Persons attending should be able to park in the hotel basement free of charge again – go down the ramp to the basement and make an immediate right turn to the hotel parking section)

We urge members who can travel to Pretoria to attend and participate in the vote!
This time around the vote will be done by those Debenture Holders who are present at the meeting and by all the persons who gave their proxies for the first meeting, through the persons to whom they gave their proxies. No new proxies can be submitted

The total number of persons present (physically and virtually via their proxies) will automatically constitute a quorum and these numbers will cast their votes (again either physically or by the proxy holders) and the outcome will be in favour of or against, the candidate for the position: Mr Jean Pierre Tromp

Prior to the voting Mr Tromp will introduce himself and there will be an opportunity for the Debenture Holders present and the proxy holders (on behalf of the Debenture Holders they represent) to address Mr Tromp

Mr Myburgh read out a prepared statement at each meeting
– He referred to the illegal resignation of Mr Derek Cohen, the previous Trustee. (It was not illegal. The Trust Deed states that the Trustee’s resignation is effective without any reference to the Courts or anyone else)
– He stated that Nova approached Mr Cohen for “assistance” in November, but that Mr Cohen “refused” (Why shouldn’t he? He’d been out of the company for two years and eight months already so why would he want to?)
– He stated that following Mr Cohen’s refusal to assist, his services were terminated. (This is pure spin by the company designed to create the impression that they have not been in breach of the obligations under the Trust deed as regards the Trustee and to be able to convince the CIPC accordingly)
– He stated that debenture repayments cannot commence without a trustee being in place. (This was a deceitful tactic to persuade the Debenture Holders and Proxy Holders present, that it would be in their own best interests to vote in favour of the approval of the appointment of Mr Tromp and that repayments are going to commence. The company has no money to make pay outs and is not going to do so as an outcome of the subject meetings!)

In Nova’s feedback communique it is stated that: “The (Trust) Deed provides that where the office of a Trustee has been terminated …”
(novapropertygroup.co.za/index.php/communiques/)

This is totally incorrect and misleading. Mr Cohen resigned in March 2019. Finished and Klaar!
Because it did not suit the company to accept the resignation and the obligations that the event carried as laid down in the Trust Deed, the company (this would have been Mr Myburgh really) then embarked on all sorts of delaying tactics which meant that over two and a half years, there was no Trustee in place and which in turn means that, even if they had had the funds to repay some or all of the debentures, they would not have been able to (after all, the Trust Deed states – which Mr Myburgh has now used in his statement on the reasons for a new trustee- that repayments can’t take place without one)

Had they not been served with a Compliance Notice by the CIPC in November, the Trustee position would still be vacant, the need for approval of a new one would not have come up and the vacancy would have been left open for as long as the company could get away with it

So, we have cases here of 1) Nova actions (none actually) when it suited them not to have a Trustee in place and 2) action when it does suit them and we emphasise that the current action is NOT TO START REPAYMENTS AS THEY WOULD LIKE THE DEBENTURE HOLDERS TO BELIEVE BUT TO GET OFF THE HOOK AS FAR AS THE CIPC COMPLIANCE NOTICE IS CONCERNED AND QUITE POSSIBLY, TO SET UP AN EXTENSION OF THE REPAYMENT DEADLINE

What will the outcome be on Tuesday 18th? Are the Debenture Holders likely to agree to the appointment of Mr Tromp?

We surmise that:
– If the Debenture Holders vote NO, Nova will be able to go to the CPIC (assuming that they have been able to convince the CPIC that their version of the “Mr Cohen’s Resignation” story is the truth) and state that they are unable to start making repayments because there is no Trustee in place. This would, of course, be a pure fiction as, to state it again, Nova does not have the funds to make the payments anyway and therefore, the situation would suit them
– If the Debenture Holders vote YES, then Nova can tell the CIPC that they can tick off the failure to appoint a new Trustee on the Compliance Notice list of issues. Does that also mean that repayments will commence? Of course not! Again, where’s the money?
And it would not come as a surprise if, at some time after the installation of Mr Tromp as Trustee, it was discovered that an extension of the (albeit disputed) 20 January 2022 deadline date for debenture repayment has been extended – quite possibly without informing the Debenture Holders of it. But Nova would of course, inform the CIPC of the extension as ostensibly, a legitimate event to get off the hook (for the time being anyway) as regards repayment of the debentures by 20 January
The meeting itself and the purpose of same as put forward by Mr Myburgh are a complete smoke and mirrors show and its only purpose is to be able to convince the CIPC that it will be making repayments and that it was not in breach of its Trust Deed obligations regarding the appointment of a new Trustee. Debenture Holders will not believe this, and we trust that the CIPC will not either

Meantime, at the meeting there was a cross-section of Debenture Holders present – elderly persons who have been waiting for more than ten years for repayment, some of whom have been living in reduced if not dire, circumstances, people with disabilities who sorely need the relief that repayments will bring, “new generation” Debenture Holders who have inherited the so-called assets in their parent’s estates (how long will they have to wait to benefit from their inheritance?) and representatives of two Eswatini communal savings/loan organisations (stokvels in South Africa)
The Chairperson of one of these organisations, an elderly blind person, spoke from the floor on two occasions and made a plea on behalf of his organisation’s members, for repayment. What response did he get? Probably only the usual Nova generic responses which mean nothing? It was noted that Mr Myburgh’s responses to the gentleman were not made over the public address system but one-on one. What response did he get? Again, probably only the usual Nova generic responses which mean nothing? Or, was something meaningful conveyed which the wider audience were excluded from?
The company repeatedly gives reassurances about repayment. The Debenture Holders are expected to believe the company line but can there be even one who does – twelve years down the line and no closer to getting their money back? Does Mr Myburgh, as the personification of Nova, even care about them? The answer must be NO!

We now have to wait and see what outcomes will transpire on the 18th and also the 20th of January (the debenture repayment deadline)

Picture 1: Deon Pienaar challenging Mr Myburgh on issues
Picture 2: Mr Myburgh speaking one-on-one (off-mike) with the blind Chairperson of an Eswatini communal savings group which had invested three million rand in Sharemax


Please go to the meeting tomorrow if you can

We urge Debenture Holders who can, to go to the meeting at The Capital Hotel, Menlyn tomorrow and cast their vote

Note though that this does not apply to Debenture Holders who have already given their proxy to someone

EVERY VOTE AGAINST THE APPOINTMENT OF MR J TROMP COUNTS!!!!!

The program will be the same as for last Tuesday: again four separate votes, namely:
For The Villa: starting at 1000
For The Income Plans (all the Malls): at 1200
For Zambezi Company: at 1400
For The Growth Plans (all the residential developments): at 1600

Persons attending should be able to park in the hotel basement free of charge again – go down the ramp to the basement and make an immediate right turn to the hotel parking section

We hope to see large numbers of Debenture Holders there to vote. It’s the best that you can do for yourself in this situation

If travelling on the N1 North, use Garsfontein or Attebury off-ramps and Attebury off-ramp if travelling on N1 South
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Take note of meeting times in Pretoria tomorrow

If you are a Debenture Holder and will be attending the meeting in Pretoria tomorrow, be aware of the timings that apply (as stated in the original emails sent out)
There will be four separate votes, namely:
For The Villa: starting at 1000
For The Income Plans (all the Malls): at 1200
For Zambezi Company: at 1400
For The Growth Plans (all the residential developments): at 1600
This is because there are four separate Schemes of Arrangement and each will be voted on separately – probably to satisfy legal requirements
This is the important aspect: If you received more than one email you have that number of votes and you need to be at the venue before the time of the first vote in which you can participate ( This does not apply to persons who have given proxies)
It does also mean that you may have to wait around the locale until the start of your next vote. For example, If you have a vote in The Villa and Zambezi Company, you’ll have a 2 hour break between your voting sessions. If Villa and Growth Plans, a 4 hour wait between sessions

The Capital in Menlyn is an hotel. We are advised that there will be basement parking and the cost of same will be paid for by Nova

Please help us to keep our member records in order

Every day we have occurrences of member re-registration in the online form in the web site. Some members have re-registered multiple times and some even more than once in a single day

Each time that the fields in the online form are completed and submitted counts as a new registration

For example, on 6/7/8 January there were thirty three (33) “new” registrations input via the online form. Of these, only nine (9) were actually first time registrations. The rest were all “duplications” which required investigation and email query in some cases. Most of the duplications were eventually deleted

We ask members who have already registered (no matter how long ago) to PLEASE not, for whatever reason, re-input their details in the online form

To provide some guidance, please read through this Q & A:

Q: where in the web site is the online registration form located

A: From the home page, scroll down until the heading “PLEASE REGISTER AND GIVE US YOUR MANDATE” is reached. Scroll further down the page until the blank fields with headings, Surname, Initials etc. appear. This is where the online registration takes place. See Figures 1 & 2 in the screen shots below

Q: How do debenture Holders know if they are indeed registered with us?

A: They receive an email, automatically and immediately generated by our system, that confirms the registration. The attachment to the email contains all the personal detail that the person who did the registration has captured online. These emails show that they have come from NDCAG Sign UP

Q: Will NDCAG ever ask a member (Debenture Holder, Broker or Other status) to re-register via the online form?

A: NO. The archive of registrations, so far as its Debenture Creditor content is concerned, is the official record of our membership which, at some future time, will be used to demonstrate to Nova that we represent a significant percentage of the total Debenture Holders. For this reason, it is very important that this record must, at all times, be completely correct!

Q: How does a member go about changing personal information

A: Please send an email to [email protected] <mailto:[email protected]> with the new details. We will effect the changes in the membership archive and confirm execution by email. Please do not enter the changed details in the online registration form. Such action is, effectively, a re-registration and will a) skew the membership numbers and b) require administration action such as checking, follow up, deletion

We thank members in anticipation of their co-operation in this regard

Figure 1: THIS IS WHERE THE ONLINE REGISTRATION SECTION IS LOCATED

Figure 2: THIS IS THE START POINT OF THE ONLINE FIELDS TO BE CAPTURED AND WHICH DELIVER INTO OUR MEMBERSHIP ARCHIVE


 

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No content in this website implies, states or should be construed as, an undertaking, commitment or guarantee by NDCAG to obtain repayment of amounts invested by anyone, in the former Sharemax property syndication products and which investments are now in the form of Nova Debentures issued in terms of the November, 2011 Schemes of Arrangement