(This original text was updated to include the responses of both Myburgh and Ryk van Niekerk)
Or: <www.ndcag.co.za/go/20251015?fbclid=IwZXh0bgNhZW0CMTAAYnJpZBExY0kxWj g3eE9pTVNTeHcybQEebFNKKjeUyeB15RFGf85DcF7OCZ-39vCZtov4rVhYCp3IECbA0qFkYnhE9G g_aem_pmo2ixJIV583reFFDp6Aeg> www.ndcag.co.za/go/20251015 (NDCAG copy of the original article – without the responses)
Were presenting below Nova Chair Myburghs response to the recent Moneyweb article on the Beneficio loan fiasco (he can respond to Moneyweb public comment and criticism, after all, – but never a word for the victims to whom he is truly beholden!)
Note: We have inserted comment (NDCAG: bold/italic text) into the responses
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Connie Myburgh responds
Following publication, Moneyweb received the following response from Connie Myburgh, which is published below in full. (Also see Ryk van Niekerks response to Mr Myburghs response below.)
Mr van Niekerk
We note that you published an article without waiting for our response.
We respect the Courts judgement
The excessively high (usurious) interest rate was the very reason why the Group defended this matter in Court, as was its right to do and as was prudent in the best interests of Debenture Holders, in terms of the bigger picture, noting that no Debentures are linked to the assets securing the claim of Beneficio. On legal advice obtained, the Group was confident that it was correct in its actions to defend the claim, based on the high interest rate, and institute a counterclaim for amounts overpaid
NDCAG: HOW ABOUT JUSTIFYING WHY YOU CONSIDERED IT A GOOD BUSINESS CASE TO ENTER INTO THE LOAN CONTRACT AT A USUROUS INTEREST RATE IN THE FIRST PLACE AND HOW ABOUT PROVIDING EVIDENCE OF WHAT THE BORROWED FUNDS WERE ACTUALLY USED FOR? THEY WERE CERTAINLY NOT SUFFICIENT TO REPAY THE FULL AMOUNT OF THE DEBENTURE LIABILITY RELEVANT TO THE SILVERWATER CROSSING AND MAGALIESKRUIN PROPERTIES AS YOUR SUBMISSION IN THE 2023 COURT RECORD STATES (DEBENTURE LIABILITY 8.4 AND 23.5 MILLION RESPECTIVELY IN THE FIRST 2012 -AFS AND PROBABLY ALREADY FAIR VALUE DISCOUNTED MEANING, WRITTEN DOWNAS PER THE PROVISIONS OF THE SOA)
The Groups position vis a vis Mr Tromp and his views, remains unchanged.
The Group is not in breach of the Companies Act as alleged by you.
You interpret the Companies Act incorrectly. We have had this debate before
NDCAG: YOURE NOT GOING TO WIN THIS ONE SO, PLEASE, PLEASE!!!!!, DO NOT WASTE ANY MORE COMPANY MONEY OUR MONEY REMEMBER? (YOUR STATEMENT DURING THE 2021 TRUSTEE ELECTION MEETINGS) ON A POSITION THAT YOURE SURE TO LOSE (AGAIN), NO MATTER HOW FAR YOU MIGHT TAKE IT UP THE APPEAL CHAIN. IT WOULD BE JUST ANOTHER CASE OF YOUR SPENDING OTHER PEOPLES MONEY ON TRYING TO MANIPULATE THE LAW IN YOUR OWN INTERESTS
The Group has no obligation to publish its financial statements within six months after its year end. The Group must only prepare its financial statements within six months after its year end, which it has done
The result of the judgement will be dealt with in the financials as an adjusting event, post balance sheet, as required by IFRS
NDCAG: CANT WAIT TO SEE HOW YOU DO THIS AND HOW YOUR AUDITOR IS GOING TO HANDLE IT WHICHEVER AUDITOR YOU HAVE WHEN THE TIME COMES. SEEMS TO US STRANGE THAT, WITH THE HISTORICAL FINALISATION DIFFICULTY, ANY AUDITOR WOULD BE WILLING TO TAKE THE JOB
The financial statements are not outstanding as alleged by you
NDCAG: MAINTAIN THIS STANCE AS MUCH AS YOU LIKE BUT ,WHATEVER, THE POINT REALLY IS, WHY DOES IT ALWAYS TAKE SO LONG TO FINALISE THE AFS? YOU CANT RIGHTLY THINK THAT LATE DOESNT CREATE THE IMPRESSION THAT ALL IS NOT UNDER CONTROL AT YOUR END AND THAT THERE HAS TO BE A LOT OF MANIPULATING, DICUSSION WITH, AND MORE LIKE, PERSUASION OF, THE AUDITORS TO GET THEIR APPROVAL TO RELEASE? DO YOU REALLY THINK THAT THE DELAYS AND THE NEGATIVE PRESS THAT THEY ENGENDER DOES ANYTHING TO IMPROVE THE ZERO-LEVEL CREDIBILITY THAT YOU HAVE?
The financial statements will be published in due course, when required in law
NDCAG: LETS SEE WHAT CIPC RULES WHEN THE COMPANIES ACT TRIBUNAL TAKES PLACE
Please publish this response verbatim
Connie Myburgh
Chairman
Nova PropGrow Group Holdings Limited
Response from Ryk van Niekerk to Mr Myburghs statement:
Dear Mr Myburgh
I am surprised at your interpretation of the Companies Act.
Did you obtain an independent legal opinion regarding whether financial statements must also be audited within six months after Novas year-end, or is it your own interpretation?
NDCAG: AND, AT WHAT COST?
The same question can be asked as to whether it was your opinionor an independent one, referred to in your annual financial statementsthat Nova was confident it would win the Beneficio case.
NDCAG: FALSE PROMISE, SMOKE AND MIRRORS, BRAVADO, AND STALLING
Please make these independent legal opinions available to me, or confirm that it is your own interpretation.
Section 30 of the Companies Act clearly states:
30. Annual financial statements
(1) Each year, a company must prepare annual financial statements within six months after the end of its financial year, or such shorter period as may be appropriate to provide the required notice of an annual general meeting in terms of section 61(7).
(2) The annual financial statements must
(a) be audited, in the case of a public company; or
(My emphasis)
SAICA and the CIPC have also published statements which offer a simplified and more digestible explanation:
SAICA communication entitled: The CIPC enforcement of the Companies Act (2008)
I have <www.moneyweb.co.za/wp-content/uploads/2025/10/SAICA-Media-release.p df> attached the document, but here are the relevant paragraphs for your convenience:
Companies must take note that from 1 May 2011, the Companies Act No 71 of 2008 (Companies Act) requires annual financial statements to be completed within 6 months (section 30(1)) after year-end. If companies are not completing their annual financial statements within the 6-month period they are in breach of the Companies Act.
The annual financial statements will only be viewed as completed when the annual financial statements meet all the requirements in terms of section 30 of the Companies Act and should include the company secretary certificate and the audit committee report, when applicable, as well as the directors report and the audit report where a company is audited.
(My emphasis)
The CIPC also issued a statement entitled Preparation and Approval of Annual Financial Statements last year. The document is available on the CIPC website and can be accessed <www.cipc.co.za/?p=20882> there.
For your convenience, the relevant paragraphs are:
CIPC has observed that a significant number of companies are not adhering to the requirements of Section 30(1) of the Act by not preparing and approving their annual financial statements within the six-month period after their financial year-end.
In terms of Section 30(1) of the Act, a company must prepare annual financial statements (AFS) each year within six months after the end of its financial year. Within the same six-month period, the annual financial statements must be audited in the case of a public company, state-owned company or any profit or non-profit company, if the company meets the requirements of Regulation 28 of the Companies Regulations of 2011 (the Regulations), or if the Memorandum of Incorporation (MOI) requires an audit.
(My emphasis)
The reading of Section 30 of the Act, as well as the communications from SAICA and the CIPC, clearly state that a company must release its financial statements within six months of its year-end, and that these statements must be audited within this period if the company is compelled to do so.
I would therefore appreciate it if you could provide me with an independent legal opinion that differs from these communications.
Your interpretation appears to be a delaying tactic to avoid informing debenture holders and other stakeholders of the companys financial position. This is in clear contravention of the Companies Act and the principles of King IV, to which Nova apparently proudly subscribes.
Given these unambiguous regulatory interpretations, your assertion that Nova has no obligation to publish its financial statements within six months appears to be incorrect in law and inconsistent with both statutory and professional guidance.
Kind regards
Ryk van Niekerk
Having read the above, we point readers to the following that was presented as the Conclusion to the last formal communication from Nova, being the 12 December 23 Communiqué giving supplementary information for the Debenture Holders as an accompaniment to the 2023 AFS which, incidentally, is the last formal communication (outside of the annual AFS for what theyre worth in terms of positives for the Debenture Holders) published by the company
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Communiqué Nova Group Update 12 December 2023
Conclusion
The Nova Board is committed to continuing building on the positives achieved over the past decade. Nova is confident that it has done everything in its power to securing for its Debenture Holders and Stakeholders the best possible value creation. Nova is looking forward to completing the historic restructuring process, with maximum benefit to its Debenture Holders and Stakeholders
Nova is here because we fundamentally believe we can succeed in getting as much if peoples historical money invested back to them; we work tirelessly in achieving this goal; we have been and are their best chance of getting it done
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Reader, Debenture Holder, Shareholder (Not the A Class shareholders youre in the pound seats but the D Class non-voting Shareholders who are the former Sharemax Investors who elected to convert to shares in Nova rather than debentures, whose value in the company probably disappeared a long time ago if it has ever actually existed), and any other persons and entities who have an interest in and/or are dependent on Novas success, make up your own mind (if you have not already) on Nova and its Board being a viable entity capable of fulfilling its mission
For NDCAG, only one word applies to the above: RUBBISH! We doubt that any former Sharemax investor still waiting for delivery out of the business rescue, now running for thirteen years and with the prospects of delivery from the Chairman and the Board ever diminishing, would not agree with us