We have mailed the following text to CIPC”s Companies Tribunal today

Quote:

We note in the Companies Tribunal web site that Nova Propgrow has been granted yet another extension for the holding of the 2025 AGM, this time to 25 November

The record shows only that the application arose because (Nova stated) the auditors have said that they will only finalise the audit by late September. Hardly a compelling motivation in the circumstances (and a case of Nova passing the buck)!

Surely, this is too much and too much misuse of the extension “escape hatch” whilst behind the AGM issue lies the still unfinalized ’25 AFS

You must have formed the opinion, if you’re not now actually convinced, that Connie Myburgh and the directors are employing delaying tactics. That this is happening must have a compelling driver and we suggest that it must be more than just insolvency (although that would be bad enough) and something very serious that is being kept hidden thanks to the deliberate delays

We are in agreement with Debenture Trustee J-P Tromp’s opinions conveyed to yourselves in his various CoR135.1 complaints on the alleged insolvency but we also think that the auditors may well be bowing to pressure from the company or they are complicitly participating in the delaying tactics

It is our understanding that the auditors have not lodged an AFS related Reportable Event with IRBA on the AFS issue and that, in the circumstances, must speak volumes!

And, all this whilst the deadline for finalisation of the 2026 AFS has already passed

Given that the ’25 AFS will likely not be finalised by 25 November and that yet another application for extension will quite likely be made, what are the chances that the 2026 AFS will be finalised this year?

We are faced here with a situation – which applies equally to yourselves – in which the last published information on the state of the company is relevant to its state prior to 28 February 2024, meaning two and a half years (and counting) without formal information about the company’s standing. You may have, per your perspective, valid reasons to have allowed this situation to get this far and maybe go further, but we state that it is unfair to have the Debenture- and Shareholders left in the dark in this way and getting little information on possible actions and progress towards resolution

For more than ten years Myburgh and the directors have practiced mushroom management (keep them in the dark and feed them “manure”) in respect of the Debenture Holders – their largest creditor and a liability of 2.227 billion as at 28 February ’24 – and probably also the Class D Shareholders (those Sharemax investors who opted to become shareholders rather than take the Debenture option, back in 2011/12

We are of the opinion that they are mushroom managing the CIPC also

We also put it to you that the time to stop continually letting the company “get away with it” has arrived and that with all of the non-compliance instances on record and the failure to deliver on their core mission after sixteen years, it is time to take drastic action. Court action to declare all of the directors delinquent and thus removed and with the company placed under administration pending actions to arrive at a new way forward is, in our opinion, highly appropriate

Whilst you have not responded to our previous mails, we trust that you will on this one and thank you in anticipation of same

We have seen in the CIPC web site that a Nova application for a further extension for the holding of the’ 25 AGM has been approved by CIPC and the new deadline date is 25 November

We informed yesterday that it has been confirmed that the ’25 AFS has not yet been finalised so the email invitations to shareholders re the AGM is now delayed

Ons het op die CIPC-webwerf gesien dat ‘n aansoek deur Nova vir ‘n verdere uitstel van die 2025-jaarvergadering deur die CIPC goedgekeur is, en dat die nuwe sperdatum 25 November is

Ons is gister in kennis gestel dat die finansiële jaarstate vir 2025 nog nie gefinaliseer is nie; gevolglik word die e-posuitnodigings aan aandeelhouers vir die jaarvergadering nou vertraag

* Status of Sharemax share certificates * What is my status at Nova * I don’t have a Share or Debenture certificate

Here’s the history:

In 2010 after Sharemax was closed down as a result of the SA Reserve Bank declaring the company’s investment model illegal a Business Rescue plan was offered by parties led by Connie Myburgh and implemented under Court approval of it under Section 311 of the Insolvency Act

Out of the Schemes of Arrangement (SoAs) sent to the Sharemax investors by the Myburgh & Co they, the Sharemax investors were offered a choice regarding the conversion of their Sharemax asset (the investment) to a form of asset in the new “business rescue” company

They could choose to become Shareholders in what was then styled as Newco being a temporary name for the new company that would assume ownership of the Sharemax assets – the properties – or become Debenture Holders

The then existing Sharemax shares would then covert to either of Newco (Nova) Shares or Debentures

The difference between the two is that Shares in the company are a capital investment and Debentures are an acknowledgement a loan to the company and these certificates were posted out to the Sharemax investors in 2011/2012

We have included copies of the Nova Share and Debenture certificates for guidance <<< Note: if the images of the certificates do not appear in this post in the web site then there has been a technical hitch. Viewers should look at our post of this content on 22nd September, in the Facebook page at web.facebook.com/profile.php?id=100067221587800

There is an important distinction between the two types of certificate:

Those who elected to become Shareholders were in effect, contributing capital to the new company. These shares appear under issued shares in the Capital Account section of the annual financial statements

Debenture Holders on the other hand are Nova creditors meaning that their Sharemax certificates were converted to a loan to the company and the total of the issued debentures reflects as a creditor lability in Nova’s books

If you did not actually choose between the two options and notify Newco accordingly, you have become a Debenture Holder by default

What are the differences between the Shares and the Debentures: this link provides a google AI summary: <tinyurl.com/4ubzn2pp> tinyurl.com/4ubzn2pp (No guarantee that it is 100% accurate but information extracted by Google AI is generally so although it will be based on what information and detail Google can source)

Of course, except for those Debenture Holders who were repaid between 2012 and 2013 neither of the two groups has ever received any of the intended/promised benefits – as far as we know

If you still hold your Sharemax Certificate under the impression that same is the evidence of your investment and your entitlement to repayment, this is not the case

The issue of the Shares and Debentures invalidated the Sharemax certificates – the company was no longer in existence

Therefore, if you do not have a Nova certificate, you should contact them for assistance

Their telephone number is 012 425 5000

Alternatively, perhaps better, is to email <mailto:[email protected]> [email protected]

Include your personal details – full names, ID number, address, telephone number, and email address (this does not have to be your own; it can be any address where you wish to receive correspondence) – as well as copies of any relevant certificates you hold

They will respond, request any further information they require, update your details in their records accordingly, and, once everything is in order, issue duplicate certificates if necessary. A fee may be charged for the new or replacement certificates

If you have any doubts regarding your status with Nova, there is no reason why you cannot contact them for confirmation; they will then also update your contact and other details as necessary, based on the information you provide to them

– Die status van Sharemax-aandelesertifikate
– Wat is my status by Nova
– Ek het nie ‘n aandele- of skuldbriefsertifikaat nie

Hier is die agtergrond:

Nadat Sharemax in 2010 gesluit is omdat die Suid-Afrikaanse Reserwebank die maatskappy se beleggingsmodel onwettig verklaar het, is ‘n sake-reddingsplan voorgestel deur partye onder leiding van Connie Myburgh; dit is geïmplementeer met hofgoedkeuring ingevolge Artikel 311 van die Insolvensiewet

Ingevolge die skikkingskemas (Schemes of Arrangement) wat deur Myburgh en Kie aan die Sharemax-beleggers voorgelê is, is daar aan hulle ‘n keuse gebied oor die omskakeling van hul Sharemax-bate (die belegging) na ‘n tipe bate in die nuwe “sake-reddingsmaatskappy”

Hulle kon kies om aandeelhouers te word in wat destyds as “Newco” bekendgestaan ​​het – ‘n tydelike naam vir die nuwe maatskappy wat eienaarskap van die Sharemax-bates (die eiendomme) sou oorneem – of om skuldbriefhouers te word

Die destydse Sharemax-aandele sou dan omgeskakel word na óf aandele in Newco (Nova) óf skuldbriewe.

Die verskil tussen die twee is dat aandele in die maatskappy ‘n kapitaalbelegging verteenwoordig, terwyl skuldbriewe dien as erkenning van ‘n lening aan die maatskappy; hierdie sertifikate is in 2011/2012 aan die Sharemax-beleggers gepos

Ons het afskrifte van die Nova-aandele- en skuldbriewsertifikate vir verwysingsdoeleindes ingesluit <<< Let wel: Indien die beelde van die sertifikate nie in hierdie plasing op die webwerf verskyn nie, het daar 'n tegniese probleem ontstaan. Besoekers kan na ons plasing van hierdie inhoud op 22 September op die Facebook-bladsy by web.facebook.com/profile.php?id=100067221587800 kyk.

Daar is ‘n belangrike onderskeid tussen die twee soorte sertifikate

Diegene wat gekies het om aandeelhouers te word, het in werklikheid kapitaal tot die nuwe maatskappy bygedra. Hierdie aandele verskyn onder uitgereikte aandele in die Kapitaalrekening-afdeling van die jaarlikse finansiële state

Skuldbriefhouers, aan die ander kant, is Nova-krediteure, wat beteken dat hul Sharemax-sertifikate omgeskakel is na ‘n lening aan die maatskappy en die totaal van die uitgereikte skuldbriewe word as ‘n krediteur-aanspreeklikheid in Nova se boeke weerspieël

As u nie eintlik tussen die twee opsies gekies het en Newco dienooreenkomstig in kennis gestel het nie, het u by verstek ‘n skuldbriefhouer geword

Wat is die verskille tussen die aandele en die skuldbriewe? Hierdie skakel bied ‘n opsomming deur Google se kunsmatige intelligensie (KI): tinyurl.com/4ubzn2pp (Daar is geen waarborg dat dit 100% akkuraat is nie, alhoewel inligting wat deur Google se KI verkry word, gewoonlik wel akkuraat is; dit hang egter af van die inligting en besonderhede waartoe Google toegang kon verkry)

Afgesien van daardie skuldbriefhouers wat tussen 2012 en 2013 terugbetaal is, het nie een van die twee groepe natuurlik ooit enige van die beoogde of beloofde voordele ontvang nie – vir sover ons weet

Indien jy steeds jou Sharemax-sertifikaat besit onder die indruk dat dit dien as bewys van jou belegging en jou aanspraak op terugbetaling, is dit nie die geval nie

Die uitreiking van die aandele en skuldbriewe het die Sharemax-sertifikate ongeldig gemaak – die maatskappy het nie meer bestaan ​​nie

Indien jy dus nie oor ‘n Nova-sertifikaat beskik nie, behoort jy hulle vir bystand te kontak

Hulle telefoonnommer is 012 425 5000

Alternatiewelik – en dalk beter – kan jy ‘n e-pos stuur na [email protected] <mailto:[email protected]>

Sluit jou persoonlike besonderhede in – volle name, ID-nommer, adres, telefoonnommer en e-posadres (dit hoef nie jou eie te wees nie; dit kan enige adres wees waar jy graag kommunikasie wil ontvang) – asook kopieë van enige relevante sertifikate waaroor jy beskik

Hulle sal reageer, enige verdere inligting aanvra wat hulle benodig, jou besonderhede in hul rekords dienooreenkomstig bywerk en, sodra alles in orde is, duplikaatsertifikate uitreik indien nodig. Daar kan ‘n fooi gehef word vir die nuwe of vervangingssertifikate

Indien jy enige twyfel het oor jou status by Nova, is daar geen rede waarom jy hulle nie ook kan kontak vir bevestiging nie; hulle sal dan ook jou kontak- en ander besonderhede bywerk soos nodig, gebaseer op die inligting wat jy aan hulle verskaf

In our post of 25 August (NDCAG CALLS OUT NOVA/NDCAG SPREEK NOVA AAN ) we made reference to CEO Haese’s response to an email sent by a Debenture Holder

Haese informed her that:

“We note that you communicate with Mr JP Tromp, the Debenture Deed Trustee, and it is unfortunate to not{e} that it seems that he has failed to assist you. A note of caution, as we have received multiple communications from Debenture Holders, complaining about his actions and the misguided information received from Mr Tromp by them. It remains a concern that the Trustee is unfortunately not assisting Debenture Holders.

We have furthermore been provided with proof that the Trustee has been busying himself by lodging unjustified complaints, and often in harassing fashion, at multiple regulatory and/or government bodies, all to the detriment of Debenture Holders, like yourself, and have been requested to take action against the Trustee in this regard.”

Debenture Trustee J-P Tromp has been in the loop in the wider correspondence and he has responded to that Debenture Holder with:

Quote:

“Before addressing your email, I must first respond to several statements made by Me. Haese. She is fully entitled to her views of me in my capacity as Trustee, as well as her interpretation of my actions, which I respect. However, I will not tolerate false, misleading, or incorrect statements made by her or by any member of the Board of Directors.

– “We note that you communicate with Mr JP Tromp, the Debenture Deed Trustee, and it is unfortunate to note that it seems that he has failed to assist you.”
I have reviewed my email correspondence and it appears that I have not received any email from you. If I overlooked an email, I sincerely apologise. Should you kindly forward the communication referred to by Me. Haese, I will accept responsibility for any oversight. Until such time, I cannot comment on Me. Haese’s alleged “failure to assist”.

– “A note of caution, as we have received multiple communications from Debenture Holders, complaining about his actions and the misguided information received from Mr Tromp by them.”
I am not aware of any “multiple communications” from Debenture Holders. I respectfully request that the Board of Directors provide me with copies of these communications without delay. Upon receipt, I will be in a position to respond to any allegation of “misguided information” published on my website.

– “It remains a concern that the Trustee is unfortunately not assisting Debenture Holders.”
I take note of the comment, although factually false (refer to my escalations below). However, it remains an equally serious concern that the Board of Directors is not assisting Debenture Holders. The Flora Centre matter is a textbook example.

– “We have furthermore been provided with proof that the Trustee has been busying himself by lodging unjustified complaints, and often in harassing fashion, at multiple regulatory and/or government bodies…”
It is correct that I have lodged complaints. The “proof” referred to by Me. Haese is simply the fact that the Board of Directors, and in many cases the external auditors, were included as recipients in all submissions to the CIPC and the Companies Tribunal. The interpretation that these complaints are “unjustified” or “harassing” is perhaps due to the fact that the information submitted is factually correct, and that the Board of Directors are well aware of these facts, but that is hard to face the facts.

Based on the previously published AFS, I remain of the respectful view that the Nova Group is factually and commercially insolvent. No action taken by the Board of Directors can reasonably be interpreted as being in the best interests of Debenture Holders.

“Unjustified complaints”

This is an ideal opportunity for the Board of Directors to provide documentary evidence proving that the statements made in my complaints to the CIPC and the Companies Tribunal are false or incorrect. These include, inter alia:

1. CoR135.1 – 08 May 2025
* Contravention of section 30 of the Companies Act – CIPC confirmed Nova’s incorrect interpretation and the contravention. * Amogela Mall – Complete mismanagement of the sale, resulting in the relevant class of Debenture Holders losing 100% of their investment. * Beneficio matter – Millions spent, loss of the ConCourt case, and repayment of ±R62 million. Two non‑debenture‑linked properties lost through auction. * Ever‑increasing SARS liabilities, not settled timeously, if at all.

2. Communication to the CIPC Commissioner – 30 September 2025
* Sale of 12 debenture‑linked properties valued at ±R 415 million, with the relevant Debenture Holders not yet paid. No funds exist, and will not exist, to repay them. These Debenture Holders have also lost 100% of their investment.

3. Communication to the CIPC Commissioner – 25 November 2025
* Alerting the CIPC to the serious issues surrounding the provisional liquidation of Flora Centre, which proved to be accurate and resulted in the Flora Debenture Holders losing 100% of their investment.

4. CoR135.1 – 30 June 2026
* Contravention of section 61(7) of the Companies Act. As at 4 September 2026, the audit was still incomplete, and the statutory 15 business‑day notice period for the AGM cannot be met.

5. CoR135.1 – 27 July 2026
* Failure to register the covering bond over the Flora property, DIRECTLY resulting in the Flora Debenture Holders losing 100% of their investment, a textbook example of reckless conduct by the Directors of Nova Investments.

6. Communication with the Companies Tribunal – 08 July 2026
* Detailed submission explaining why an extension under section 61(7) should not be granted. The extension was initially denied, then granted on appeal, an appeal which now appears baseless, as Nova will not be able to hold the AGM before 27 September 2026.

Trustee Fee

My monthly Trustee fee of R 50,000 is now questioned, with a suggestion to reduce it to R 10,000. The Board’s view appears to be that I am “busying myself” with matters outside my mandate (or am I getting too close the core of the issues, hidden from Debenture Holders). This may be their view, but it is also clear that the suggestion is financially motivated, given Me. Haese’s public acknowledgement that Nova is experiencing an insolvent financial position.

Conclusion

I urge you to pursue these allegedly “unjustified” matters and invite the Board of Directors to provide documentary evidence proving that my submissions are false or baseless. You are further encouraged to meet with the Board of Directors to “discuss the Trustee”. I trust that such a meeting will be properly documented and that the minutes will form part of the Board’s formal records.

Should you require any additional information or clarification, please do not hesitate to contact me. It may be advisable to include the full Board of Directors in future correspondence to enhance transparency.”

Unquote

PS: We inform that we have received no response to the email sent to Nova on 5 August. Perhaps they won’t respond, partly because they do not recognise us as a Debenture Holder representative organisation. Perhaps they will not respond because we hit the nail exactly on the head?