After two years of silence, Nova Property has published a Communiqué dated 11 December, giving an update on the status of the properties that remain in the portfolio
It can be read here: <novapropertygroup.co.za/index.php/communiques/#flipbook-df_6497/1/> novapropertygroup.co.za/index.php/communiques/#flipbook-df_6497/1/
It provides information on the nine remaining commercial properties in the portfolio including:

* information on the Amogela/Liberty Mall in Welkom which was sold in 2021and transferred into the name of the new owner in December of that year but for which payment has never been received (See Nova Debenture Trustee JP Tromp’s exposé on this property at <www.carian.co.za/post/debentures-linked-to-amogela-mall-liberty-mal l> www.carian.co.za/post/debentures-linked-to-amogela-mall-liberty-mall )

* the provisional liquidation of Flora Centre because of default on a loan but without any mention of their ploy, in defiance of the CIPC embargo on property asset disposal, to offer(sacrifice) the Carletonville and Carnival Centre properties in settlement and thus escape the liquidation and retain the more valuable property (See our 28 November post on Flora Centre in both the web site and the Facebook page)

Significantly, if provides no information on the remaining (do they indeed remain on the books?) seven residential development properties as was also the case in their previous Communiqué of December 2023 (although that one did have content on Theresapark – which spurious content was only present to score points about the CIPC asset disposal embargo having, they said, canned development finance)

What does it actually tell us? Perhaps our email sent to Cuma Zwane at CIPC, forwarding a copy of the Communiqué to him, states what the general level of acceptance and belief will be. Read here: <www.ndcag.co.za/go/20260112-1> www.ndcag.co.za/go/20260112-1

Of course, a Communiqué, the purpose of which is, clearly, to present a picture of a viable company working in the interests of the Debenture Holders – its primary creditor – (and hopefully, those Sharemax investors who opted to become Shareholders back in 2010/11) serves no point when the last annual financial statements published (for year-end 2024) show a picture which is based on the company information that is as much as three years old – meaning out of date. The 2025 AFS are as yet, unpublished and Nova continues (in the Communique) to justify its stance that the Companies Act does not require publication within six months after financial year-end

We use this post to sketch a picture of the level of risk that the company and the Debenture Holders are currently facing:

Firstly, bear in mind the “Missing 414 million” being the properties previously sold without corresponding debenture repayment (See JP Tromp’s post on this at <www.carian.co.za/post/the-missing-r-414-694-327> www.carian.co.za/post/the-missing-r-414-694-327) in pursuit of Nova’s “Optimal Value Enhancement for Debenture Holders through redeployment of proceeds of disposed of properties ito Nova’s Capital Growth Strategy” – a strategy that has failed miserably, perhaps deliberately so!

Of the nine commercial properties that remain in the portfolio, based on the ’24 AFS content (but two years out of date now), the following are already gone or at risk:

Village Mall: ’24 AFS value = 42.6m – attached under the defaulted Beneficio loan judgements
Courtside Centre: 66.6m – also lost out of the Beneficio loan
Carletonville Centre: 53.8m – potentially lost under Nova’s defaulted Flora Centre loan and offered to the financing bank as part settlement
Carnival Centre: 29.7m – likewise as for Carletonville

Total asset value lost or at risk: 192.7m

Add to these the apparently hopeless/basket cases of:

Zambezi/Tshwane China Mall: 539.0m
The Villa: 750.0m

Asset value at risk: 1,289.0 Billion

Click here for a recent Daily Investor article on Zambezi: <www.ndcag.co.za/go/20260112-3> www.ndcag.co.za/go/20260112-3
Click here for a video on The Villa shell (or, the eyesore, about which there are frequent media complaints): <www.ndcag.co.za/go/20260112-2> www.ndcag.co.za/go/20260112-2

What assets will be left available to eventually provide Debenture repayment?

Del Judor: 17.9m
Flora Centre: 217.4m
Waterglen: 281.8m

Total remaining commercial assets: 517.1m

Is this value of assets ever going to be able to provide repayment of commercial property related debentures to the value of 1,963.9 BilIion as per the ’24 AFS?

(We Have excluded addressing the residential development properties and related debentures in this post due to the minimal information contained in the ’24 AFS and the total lack of any information in the latest Communiqué)

So, what are Nova’s prospects for this year? Can anyone argue that the company is viable and a going concern? What can we expect to see in the ’25 AFS – when they are eventually released? Is analysis of the AFS likely to produce opinion, yet again, that the company is insolvent?

And most important of all: is there any possibility, however tenuous, that the remaining debentures (2.2 Billion as of the ’24 AFS) will ever be repaid?

Following our post of 2 December there have been further exchanges involving Deon Pienaar and ADJP, CIPC and Western Cape High Court (WCHC) as well as ADJP, the SARB’s attorneys & CIPC and the intervention of an Assistant Deputy Judge President within DoJ (Department of Justice and Constitutional Affairs)

We also understand from posts by Deon Pienaar that the CIPC’s Investigation and the hoped for release of the Interim Report are on ice pending ADJP/DoJ outcomes from the information that has, at their invitation, been submitted to them by Deon, Cuma Zwane and others

This has prompted us to send a further email to Zwane which went out on Friday 12th with this content:

Hello Mr Zwane

There have been some interesting developments lately which prompt us to write to you again

From recent correspondence that has been on the go it seems quite apparent that SARB is the reason for the delay in CIPC’s releasing the Investigation’s Interim Report!

Our first impression from the Sarb Attorneys email of 12 November in response to your letter sent to the WCHC – was that SARB are stalling. Further, that the attorneys will have been instructed by SARB and thus it was the latter that a) made an extensive – but pointless? – argument about the non-release of the report and b) their inappropriate instruction to “cease your unlawful interference” without stating any authority per which they can issue such instruction and overlooking your statement in your letter to WCHC that CIPC has no intention of becoming involved (interference) in cases relevant but not directly related to, the PSPC shut-down

Then, in your letter to ADJP, it is pretty obvious that SARB are going to be named as the primary entity responsible for the PSPC shut-down (see attached copy of our Facebook and web site posts on this)

And, in his second letter to ADJP – attached in case you have not already seen it – Deon Pienaar has made definitive statements about SARB’s non-participation in the S41 co-operative process and also alleged (but true?) that they have not even committed to the further process by way of provision of an NDA undertaking

We know that you and Deon interact frequently and exchange information so it seems logical to say that this revealed situation viz a viz SARB has come to him from CIPC

Is this indeed the case and if so, what is to be done about it?

The ADJP’s interest (Justice Goliath?) is a very welcome surprise and although we don’t know how that came about, the big question is: where it will lead?

DoJ is also responsible for Constitutional Development meaning that they have authority over all Constitutional matters and can act regarding S41 issues – specifically, failure by organs of state to participate and co-operate?

This possibility suggests to us that there will be a very senior official within DoJ (ADJP or higher level?) who can address cases of non-participation in an S41 co-operative process and can take up the present matter with SARB and compel them to comply with their obligation as set out in S41?
Is such pressure to meet the Constitutional obligation likely to occur?
If SARB have been responsible for the delay in release of the Interim Report since the completion two years ago, and are now to be pressured to participate, how long is that going to take and how much more delay will it entail?
In his attached letter, Deon states at para 29 that “the approximate 80 000 investors, have been held hostage long enough” and the continuation of this situation is now attributable solely to SARB?
Are there now sufficient grounds to by-pass the required protocols and release the report and move the process forward without SARB, leaving them to deal with the resulting fall out as a consequence of their failure to be part of the process?
We hope that you’ll share information with us but completely understand if this is not possible
Thank you
Zwane has not responded to the email although we’re hoping that he will before CIPC shuts down for the festive season break
We also wait to hear about any actions taken by them as regards JP Tromp’s recent revelation of Nova’s machinations to circumvent the August 2022 prohibition on the disposal of assets and the Flora Centre loan on which they’ve reneged and offered to Capitec Bank Range View and Carletonville Centres in settlement thus, potentially, further reducing the company’s asset base with further negative impact on its prospects and ability to repay the debentures

Na aanleiding van ons plasing van 2 Desember was daar verdere uitruilings tussen Deon Pienaar en ADJP, CIPC en die Wes-Kaapse Hooggeregshof (WCHC), sowel as die ADJP, die SARB se prokureurs en CIPC, en die ingryping van ‘n Assistent-Adjunk-Regterpresident binne die DoJ (Departement van Justisie en Grondwetlike Sake)

Ons verstaan ​​ook uit plasings deur Deon Pienaar dat die CIPC se ondersoek en die verwagte vrystelling van die tussentydse verslag op ys geplaas is hangende die ADJP/DoJ-uitkomste van die inligting wat, op hul uitnodiging, deur Deon, Cuma Zwane en ander aan hulle voorgelê is

Dit het ons aangespoor om ‘n verdere e-pos aan Zwane te stuur wat op Vrydag die 12de uitgestuur is met hierdie inhoud:

>>>>>

Hello Mr Zwane

There have been some interesting developments lately which prompt us to write to you again

From recent correspondence that has been on the go it seems quite apparent that SARB is the reason for the delay in CIPC’s releasing the Investigation’s Interim Report!

Our first impression from the SARB Attorneys email of 12 November in response to your letter sent to the WCHC – was that SARB are stalling. Further, that the attorneys will have been instructed by SARB and thus it was the latter that a) made an extensive – but pointless? – argument about the non-release of the report and b) their inappropriate instruction to “cease your unlawful interference“ without stating any authority per which they can issue such instruction and overlooking your statement in your letter to WCHC that CIPC has no intention of becoming involved (interference) in cases relevant but not directly related to, the PSPC shut-down

Then, in your letter to ADJP, it is pretty obvious that SARB are going to be named as the primary entity responsible for the PSPC shut-down (see attached copy of our Facebook and web site posts on this)

And, in his second letter to ADJP – attached in case you have not already seen it – Deon Pienaar has made definitive statements about SARB’s non-participation in the S41 co-operative process and also alleged (but true?) that they have not even committed to the further process by way of provision of an NDA undertaking

We know that you and Deon interact frequently and exchange information so it seems logical to say that this revealed situation viz a viz SARB has come to him from CIPC

Is this indeed the case and if so, what is to be done about it?

The ADJP’s interest (Justice Goliath?) is a very welcome surprise and although we don’t know how that came about, the big question is: where it will lead?

DoJ is also responsible for Constitutional Development meaning that they have authority over all Constitutional matters and can act regarding S41 issues – specifically, failure by organs of state to participate and co-operate?

This possibility suggests to us that there will be a very senior official within DoJ (ADJP or higher level?) who can address cases of non-participation in an S41 co-operative process and can take up the present matter with SARB and compel them to comply with their obligation as set out in S41?
Is such pressure to meet the Constitutional obligation likely to occur?
If SARB have been responsible for the delay in release of the Interim Report since the completion two years ago, and are now to be pressured to participate, how long is that going to take and how much more delay will it entail?
In his attached letter, Deon states at para 29 that “the approximate 80 000 investors, have been held hostage long enough” and the continuation of this situation is now attributable solely to SARB?
Are there now sufficient grounds to by-pass the required protocols and release the report and move the process forward without SARB, leaving them to deal with the resulting fall out as a consequence of their failure to be part of the process?
We hope that you’ll share information with us but completely understand if this is not possible
>>>>>

Zwane het nie op die e-pos gereageer nie, alhoewel ons hoop dat hy dit sal doen voordat CIPC vir die feestydvakansie sluit

Ons wag ook om te hoor van enige stappe wat hulle geneem het rakende JP Tromp se onlangse onthulling van Nova se aksie om die verbod van Augustus 2022 op die verkoop van bates en die Flora Centre-lening, waarop hulle teruggetree het en aan Capitec Bank Range View en Carletonville Centres as skikking aangebied het, te omseil, wat moontlik die maatskappy se batebasis verder sal verminder met verdere negatiewe impak op sy vooruitsigte en vermoë om die skuldbriewe terug te betaal.

In ons plasing van 5 November het ons ingelig oor CIPC se brief aan die Wes-Kaapse Hooggeregshof (WCHC)

Hulle het verwys na die voorlopige bevindinge van hul ondersoek na die sluiting van die PSPC-maatskappye in 2010 en het aan die WCHC voorgestel dat in hofsake wat die aktivis Deon Pienaar en ander relevant tot die sluiting en daaropvolgende gebeure betrek, die howe aandag moet gee aan die inhoud van die brief wanneer hulle getuienis aanhoor en uitsprake formuleer

Die primêre tekste in die brief is:

* “ ….this request for abeyance of the cases in question hinge on the fact that there exists reasonable grounds that the outcomes of the Section 41 Constitutional process (NDCAG: being the CIPC’s Inter-regulatory investigation into the shut-down if the PSPC companies) will have a material bearing on causing/triggering the review and setting aside of various judgements delivered by certain courts over the past decade or so” * “ …,the CIPC identified matters …….. which warrant the sounding of an alarm for the attention of the court” * “Some of the startling statements made by the NPA in regard to the conduct of the SARB have been shared with the SARB’s lead counsel for consideration” * “ … the averments and allegations made by Mr. Pienaar about the conduct of the SARB and/or its former officials, are not farfetched nor baseless” * “The core issues, if ignored, may lead to grave injustices” Besonderhede hiervan kan onder punt 9 van die voorlegging gesien word by <www.ndcag.co.za/wp-content/uploads/2025/10/Kings-WCHC-Letter_SARB-Affidavit-003.pdf> www.ndcag.co.za/wp-content/uploads/2025/10/Kings-WCHC-Letter_SARB-Affidavit-003.pdf). (NDCAG: Ernstige onregte bo en behalwe dié wat reeds al die PSPC-beleggers geraak het)

Dit wil voorkom asof CIPC se brief in Deon se saakverhoor op 18 November geïgnoreer is, aangesien die hofuitslag was dat Deon gesekwestreer is oor die wanbetaling van koste wat in vorige uitsprake teen hom toegeken is, en hy is ook weereens as ‘n lastige litigant (vexatious litigant) geëtiketteer (Google-soekresultate toon dat sulke persone “regstappe teen ander neem in sake sonder enige meriete”)

Na aanleiding van daardie gebeurtenis het die Waarnemende Adjunk-Regterpresident (Acting Deputy Judge President – ADJP) in die Departement van Justisie (DoJ) Deon, Cuma Zwane van CIPC en ander genader en hulle versoek om insette te lewer oor die oorspronklike CIPC-brief

Ons kommentaar hieroor is hieronder ingesluit, maar vir voorbereidende leeswerk, klik op hierdie skakels:

Oospronklike CIPC brief van 28 October: www.ndcag.co.za/go/20251028-1

Deon Pienaar se voorlegging aan die ADJP: <www.ndcag.co.za/go/20251128-1> www.ndcag.co.za/go/20251128-1

Cuma Zwane se voorlegging aan die ADJP: <www.ndcag.co.za/go/20251128-2> www.ndcag.co.za/go/20251128-2

* Die toetrede van die ADJP tot die arena:

Waarom?

Ons het nie hul versoek aan Deon en CIPC gesien nie, so ons weet nie die hoekom nie en kan slegs raai oor die rede

Maar hul belangstelling is goeie nuus! Iemand het duidelik die CIPC-brief raakgesien, die belangrikheid daarvan besef en wil meer weet

Volgens die bogenoemde skakels het beide Deon en Zwane gereageer en ons hoop dat die ADJP (en die breër DoJ) die ongeregtighede van die verlede sal besef en verstaan ​​en die noodsaaklikheid om te verseker dat dit omgekeer word en dat die slagofferdirekteure van die betrokke maatskappye behoorlik geregverdig word – met gevolglike voordelige uitkomste vir die beleggers

Ons wag om te hoor wat hulle doen uit die voorleggings wat voortbou op die oorspronklike CIPC-brief, en vertrou dat dit ‘n ommeswaai sal wees wat vereis dat die howe en die regsgemeenskap hul denkwyse oor die PSPC-bedryf (Ponzi-skemas) en Sharemax (wat onwettig as ‘n bank bedryf word) moet laat vaar

* Cuma Zwane se antwoord aan ADJP

Zwane maak ‘n saak vir die CIPC-ondersoek en lig effektief in oor wat die primêre inhoud van die tussentydse verslag – en dus heel moontlik die finale verslag – sal wees wat die benoeming van ‘n skuldige vir die 2010 PSPC-sluiting betref, deur middel van:

Para 13 : CIPC …. opines that the property syndication promotion companies’ business models were far removed from that of a bank. As such, by intercepting the companies in the manner that it did, SARB unduly exerted hegemony over an industry in which it had no jurisdiction

Para 14: “….. evidence suggests that the property syndications promotion companies collapsed due to the interference of the SARB” and “The CIPC merely states that the closest casual [causal?) link to the chain of events that led to financial distress and consequently business rescue and/or liquidations, points to the interference of the SARB.”

Para 17. It is also worth mentioning that the CIPC inter-regulator investigation’s preliminary report suggests that THE PREMISE AND LEGAL PROPOSITIONS RELIED UPON TO LITIGATE AGAINST VARIOUS PROPERTY SYNDICATION PROMOTION COMPANIES; ARE LITTERED WITH A CONFETTI OF LEGAL AND FACTUAL CONTRADICTIONS.” (NDCAG klem)

Ons klem op die vingerwysing na SARB in die bogenoemde beteken nie dat ander entiteite (en persone?) nie ook geïdentifiseer sal word as wesenlik relevant tot die gebeure van 2010 nie, maar dit lyk beslis uit Zwane se ADJP-voorlegging dat die skuld by SARB gelê gaan word

In our post of 5 November, we informed of CIPC’s letter to the Western Cape High Court (WCHC)

They referred to the preliminary findings of their investigation into the shut-down of the PSPC companies in 2010 and suggested to the WCHC that in court cases involving activist Deon Pienaar and others relevant to the shut-down and subsequent events, the Courts should pay heed to the letter’s content when hearing testimony and formulating judgements

The primary texts in the letter are:

* ” ..this request for abeyance of the cases in question hinge on the fact that there exists reasonable grounds that the outcomes of the Section 41 Constitutional process (NDCAG: being the CIPC’s Inter-regulatory investigation into the shut-down if the PSPC companies) will have a material bearing on causing/triggering the review and setting aside of various judgements delivered by certain courts over the past decade or so” * ” .,the CIPC identified matters …. which warrant the sounding of an alarm for the attention of the court” * “Some of the startling statements made by the NPA in regard to the conduct of the SARB have been shared with the SARB’s lead counsel for consideration” * ” . the averments and allegations made by Mr. Pienaar about the conduct of the SARB and/or its former officials, are not farfetched nor baseless” * “The core issues, if ignored, may lead to grave injustices” A list of these can be found under point 9 in the letter at <www.ndcag.co.za/wp-content/uploads/2025/10/Kings-WCHC-Letter_SARB-A ffidavit-003.pdf> www.ndcag.co.za/wp-content/uploads/2025/10/Kings-WCHC-Letter_SARB-Af fidavit-003.pdf). (NDCAG: Grave injustices over and above those that have already affected all of the PSPC investors)

It would seem that, in Deon’s case hearing on the 18 November, CIPC’s letter was ignored insofar as the court outcome was that Deon has been sequestrated over non-payment of costs awarded in previous judgements against him and he has also, once again, been labelled as a vexatious litigant (Google search results show that such persons “take legal action against others in cases without any merit”)

Following that event the Acting Deputy Judge President (ADJP) in the Department of Justice (DoJ) has approached Deon, Cuma Zwane of CIPC and others requesting them to give inputs on the original CIPC letter

Our comments on these are included below but for preparatory reading, click on these links:

Original CIPC letter of 28 October: www.ndcag.co.za/go/20251028-1

Deon Pienaar’s submission to the ADJP: <www.ndcag.co.za/go/20251128-1> www.ndcag.co.za/go/20251128-1

Cuma Zwane’s submission to ADJP: <www.ndcag.co.za/go/20251128-2> www.ndcag.co.za/go/20251128-2

* The entry of the ADJP into the arena:

Why?

We have not seen their request to Deon and CIPC so we don’t know the why and can only surmise on the wherefore

But, their interest is good news! Someone has clearly picked up on the CIPC letter, realised its importance and want to know more

As per the above links, both Deon and Zwane have responded and we hope that the ADJP (and the wider DoJ) will realise and understand the injustices of the past and the need to ensure that those are reversed and that the victim directors of the relevant companies are duly vindicated – with consequential beneficial outcomes for the investors

We wait to hear what they do out of the submissions building on the original CIPC letter, and trust that it will be a shake-up requiring the Courts and the legal fraternity to drop their mind-set about the PSPC industry (Ponzi schemes) and Sharemax (illegally operating as a bank)

* Cuma Zwane’s reply to ADJP

Zwane makes a case for the CIPC investigation and effectively, informs of what the primary content of the Interim Report – and thus, quite possibly, the Final Report, will be – as far as naming a culprit for the 2010 PSPC shut-down is concerned, by way of:

Para 13 : CIPC .. opines that the property syndication promotion companies’ business models were far removed from that of a bank. As such, by intercepting the companies in the manner that it did, SARB unduly exerted hegemony over an industry in which it had no jurisdiction

Para 14: “… evidence suggests that the property syndications promotion companies collapsed due to the interference of the SARB” and “The CIPC merely states that the closest casual [causal?) link to the chain of events that led to financial distress and consequently business rescue and/or liquidations, points to the interference of the SARB.”

Para 17. It is also worth mentioning that the CIPC inter-regulator investigation’s preliminary report suggests that THE PREMISE AND LEGAL PROPOSITIONS RELIED UPON TO LITIGATE AGAINST VARIOUS PROPERTY SYNDICATION PROMOTION COMPANIES; ARE LITTERED WITH A CONFETTI OF LEGAL AND FACTUAL CONTRADICTIONS.” (NDCAG emphasis)

Our emphasis on the finger pointing at SARB in the above, does not mean that other entities (and persons?) will not also be identified as materially relevant to the events of 2010 but it certainly seems from Zwane’s ADJP submission that the blame is going to be laid at SARB’s door