We imagine that the AFS will be published by Saturday 28th because, for any normal company, it would be highly embarrassing for the Directorate if such a situation like arrival of a new year-end when the AFS for the previous year-end have still not been published, were to occur
Is Nova a “normal” company?
No, It’s an unlisted company with shareholders and its purpose is to deliver the Sharemax business rescue out of which it originated and achieve repayment of the Nova Debentures to the former Sharemax investors. Normally, the company Chair and Board would be at pains to demonstrate accountability to the shareholders but not in this case
The company has two levels of Shareholder:
* The A & B Class shareholders who are all Directors of the company. (as far as we know) That’s an insider cabal and no accountability is necessary. They acquired their shares out of a provision in the SoA whereby all Sharemax shares for which the individual underlying investors did not make a formal choice as to conversion to either of Nova Shares or Nova Debentures, would by default be assigned to the directors of the company and the investors who did not make a choice would become Debenture Holders by default
* The D Class shareholders being those Sharemax investors who did opt to convert their Sharemax asset to shares in Nova. D Class shares carry no voting rights and thus the Chair and the Board can disregard them altogether and probably do
Thus, we think that there is a chance that the 2025 AFS may not be published by Saturday 28th February and if so, that company Chair Myburgh will have already prepared one of his self-serving personal law-bending interpretations (possibly even backed by a – paid for – legal opinion) which justifies the non-publication
So, in the absence of the 2025 AFS, what is our level of information about and understanding of, the affairs of the company? Not very good considering that the last published AFS, for 2024, will have contained information that was relevant to activities in 2023 and thus, it could be said that we have had no formal information from Nova for two years (discount the not very informative Communiqu?? issued in December 2025) while they continue to run the company, and the prospects for Debenture Holder repayment, into the ground
And, underneath this, we have become aware of apparent court actions involving Nova
There was, apparently, a court session today (26 February) which reportedly, is an application for liquidation of Nova or one or more of it’s subsidiary companies
We stress that this and related information herein is at this stage, unverified. But, we think that, because of the implications of such court action, if indeed taking pace, the Debenture Holders should be aware of it
Of course, the Nova Chair and Board will not inform on this. They don’t do communication! At best, we might get some passing comment in a future Communqu? (don’t hold your breath) or in the 2026 AFS, if and when they are eventually published
Who might the applicants be? Maybe one or more of those creditors who have been at the losing end of Nova defaults over the last years?
* Quattro Security Services who wanted liquidation back in 2024 for Nova default under a contract for hygiene services at a number of malls. Has Nova defaulted again, this time under the settlement arrangement arrived at to prevent the liquidation and give Nova time to repay the outstanding debt?
* Bright Light Solar who took Nova to court in 2025 (see: <www.ndcag.co.za/go/202506191> www.ndcag.co.za/go/202506191,) over default in payment for solar installations at some of the commercial properties? Nova properties mentioned in a message on a Brightstar application are Flora Centre (but see below), Tarentaal/Courtside and the Village Mall (both already lost out of the Beneficio loan fiasco), Carletonville Centre (pledged under the Capitec loan – see below), Witbank Highveld and Waterfall
* Are there other creditors who are also taking legal action? We would not be surprised if that is indeed the case?
Then, there is the Flora Centre matter (see our 28 November post here: <www.ndcag.co.za/2025/11/> www.ndcag.co.za/2025/11/) which is apparently, going to court on 9 March. It seems that Capitec are going ahead with their application for liquidation of Flora Centre Investments (Pty) Limited, the Nova subsidiary that is the registered owner of Flora Centre
If this does go ahead and given the Board’s sacrificial and in defiance of CIPC’s asset disposal embargo, offering of Carletonville and Rangeview Centres in settlement – what will the outcome be?
We stress again, we have not verified any if this information and await detail and clarity
We’ve had no word from CIPC on Flora Centre following our email to them last year in which we suggested that the Nova action to circumvent the ban on disposal of fixed assets is now actionable
Meantime, we are aware that Nova debenture Trustee, JP Tromp, has addressed Willem van Niekerk, Chair of the Nova audit committee, and copied the other directors, on why the audit of the ’25 AFS has not yet been competed and when the AFS will be published
As regards Tromp’s investigative and revelatory activities, he has informed us that February is a very busy time for him and his business and that he will be resuming his Nova and Debenture related posts in his business web site at <www.carian.co.za> www.carian.co.za > Nova Debenture Trust in March