Ons het die volgende teks per e-pos gestuur aan die genoemde regulerende owerhede en ARC Inc, die ouditeure van Nova:

We have sent the following text via email to the named regulatory authorities and ARC Inc, the Nova auditors:

For attention:

ARC Inc: Theo Rautenbach
IRBA: The Board and the Director: Investigations
CIPC: Advocate Rudi Voller and Cuma Zwane
Companies Tribunal: Dr Simukele Khoza

For Information:

Nova Propgrow: Board Chair Connie Myburgh and Directors
Nova Debenture Trustee J-P Tromp

Good day to all

Please refer to the attached text of a recent posting in our web site ( <www.ndcag.co.za> www.ndcag.co.za) and Facebook page ( <web.facebook.com/profile.php?id=100067221587800> web.facebook.com/profile.php?id=100067221587800) on the matter of the long overdue Nova Propgrow (Nova) Annual Financial Statements (AFS) for year-ending 28 February 2025
[The referenced posting is that of 19th October and present elsewhere in tis screen]

All addressees should already be aware of the situation regarding the subject AFS via the formal submissions by and/or correspondence from Nova Debenture Trustee, J-P Tromp (and, in all likelihood, aware also of the many historical and ongoing issues, irregularities and failures as have appeared in the media since 2011)

We have opened our sites post with a link to and a quote from a Moneyweb article written by Bart Henderson, fraud risk specialist and forensic investigator, re the role of the auditor, viz:

AUDITORS EXIST FOR ONE REASON: TO GIVE PEOPLE WHO CANNOT SEE INSIDE A BUSINESS AN INDEPENDENT OPINION THEY CAN RELY ON

There may be differing viewpoints on the priority focus of auditors as that stated by Henderson but the point is valid in relation to Nova’s history, obligations and failures in its role as the product of the Sharemax Business Rescue Plan and its responsibility for the repayment of the Nova Debentures which replaced the investment product shares of most of the Sharemax investors and, specifically, in relation to the current non-compliance issue with Nova: the outstanding 2025 Annual Financial Statements (AFS). In addition to the Companies Act compliance failure, this is, effectively, another instance of Nova’s isolation of the Debenture Holders where communication with them is almost non-existent

We are of firm opinion that CIPC and the Companies Tribunal, IRBA and possibly even ARC Inc are being manipulated by Nova for its own purposes

We also question ARC’s actions/non-actions as regards finalisation of the Nova 2025 audit and whether it is in fact acting in collusion with Nova for whatever reason of its own

We submit to you that those Nova purposes are to deliberately conceal the true state of the company’s affairs whilst flouting its obligations under the Companies Act. For years, analysis opinion has been that the company is insolvent, which has also been the stated opinion out of CIPC

Regarding ARC and whatever its motives and reasons are for the audit non-finalisation, we maintain that they are in contravention of their responsibilities under any/all of the Audit Profession Act, the Companies Act and the IRBA Code of Professional Conduct (IRBA Code)

Henderson has also raised the matter of Regulatory Failure in respect of Masterbond and he details what was built and implemented, “post-Masterbond” – to resolve/prevent such failures

That focus has been echoed in an article in Moneyweb ( <www.moneyweb.co.za/in-depth/investigations/cipc-saw-the-nova-disaste r-coming-and-failed-to-stop-it/> www.moneyweb.co.za/in-depth/investigations/cipc-saw-the-nova-disaster-coming -and-failed-to-stop-it/) in which it is posited that regulatory failure has also occurred at CIPC through its lack of action re Nova

Nova Debenture Trust Trustee, J-P Tromp, has also addressed relevant regulatory failure in his communication to National Assembly’s Portfolio Committee on Trade, Industry and Competition stating in his Nova Debenture Trust WhatsApp group, inter alia:

>>>>> I have taken the decisive step of escalating the ongoing regulatory inaction – particularly from the CIPC – to the National Assembly’s Portfolio Committee on Trade, Industry and Competition. This matter now sits before a structure with the authority to intervene meaningfully.

Therefore, we call upon the three central entities in this submission for action:

* ARC Inc: to be guided by and to immediately act as required, under the mentioned Acts and the IRBA Code

* IRBA: to invoke the appropriate procedures to,
* Investigate the audit finalisation delays * censure ARC Inc if necessary and as appropriate out of the findings and; * Request a written explanation as to why no Reportable Irregularity was submitted to the IRBA with reference to the multiple purported legislative transgressions, Section 30, Section 61 (of the Companies Act) as well as the fact that the CEO has made a public statement that the Nova Group is experiencing an ‘insolvent financial position’. * Request a written explanation of the factors and circumstances that are preventing ARC from completing the audit

* CIPC/Companies Tribunal: to issue a Compliance Notice requiring Nova’s immediate finalisation and publication of the 2025 AFS

We urge all addressees to take all appropriate action and push for progress to resolve the fiasco that the original Sharemax Business Rescue plan has become in the hands of Nova Propgrow and we thank all in anticipation of such positive action

Acknowledgements of receipt would be appreciated as would responses informing of hopefully, entity actions to address the above

Hierdie artikel volg op die stuk deur Bart Henderson – wat vroeër vandag geplaas is – oor die ineenstorting van Masterbond en BHI Trust

Albei lig die kwessie aan dat staatsinstansies versuim het om hul regulerende en toesighoudende funksies behoorlik uit te voer, tot nadeel van beleggers en die publiek

Lede het dikwels – in kommentaar op ons plasings – navraag gedoen oor die gebrek aan vordering deur die CIPC en die Maatskappytribunaal (Companies Tribunal) met die ondersoeke na Nova en die CIPC-sluiting; nou spreek ’n media-instansie ook sy kommer hieroor uit

Nova-obligasietrustee J-P Tromp gaan voort om sy rol uit te voer, en het ook sy kommer uitgespreek in ‘n verklaring op die Nova-obligasietrust se WhatsApp-groep:

>>>>> Over the past 4½ years in my capacity as Trustee, I have reached a point of near helplessness in the face of the continued non‑action by various Regulators regarding the countless and well‑documented instances of reckless conduct by the Nova Board of Directors. I can only imagine the heartache and frustration that Debenture Holders have endured for more than 16 years.
We are all painfully aware of the human cost of this prolonged injustice — investors driven to despair, some tragically taking their own lives; many living in poverty, struggling to survive on meagre pensions while hoping and praying for even a modest recovery of their investment. The suffering of Debenture Holders stands in stark contrast to the circumstances of the Directors of Nova, who were entrusted with safeguarding investor funds yet do not share in the hardship their decisions have caused.
In light of this, I have taken the decisive step of escalating the ongoing regulatory inaction — particularly from the CIPC — to the National Assembly’s Portfolio Committee on Trade, Industry and Competition. This matter now sits before a structure with the authority to intervene meaningfully.
As a matter of courtesy, I have informed the Nova Board of Directors of my actions.

This article comes on the back of the Bart Henderson article on the Masterbond and BHI Trust failures posted earlier today

They both raise the question of State entity failure to exercise their regulatory and watchdog functions appropriately and to the detriment of investors and the public

Members have often questioned, via Comment to our posts, the lack of progress out of CIPC and the Companies Tribunal on moving the Nova and CIPC shut-down investigations forward and here we have a media entity also raising its concerns

Nova Debenture Trustee J-P Tromp continues to activate in execution of his role and has also escalated his concerns via this statement on his Nova Debenture Trust WhatsApp group:

>>>>> Over the past 4½ years in my capacity as Trustee, I have reached a point of near helplessness in the face of the continued non‑action by various Regulators regarding the countless and well‑documented instances of reckless conduct by the Nova Board of Directors. I can only imagine the heartache and frustration that Debenture Holders have endured for more than 16 years.
We are all painfully aware of the human cost of this prolonged injustice — investors driven to despair, some tragically taking their own lives; many living in poverty, struggling to survive on meagre pensions while hoping and praying for even a modest recovery of their investment. The suffering of Debenture Holders stands in stark contrast to the circumstances of the Directors of Nova, who were entrusted with safeguarding investor funds yet do not share in the hardship their decisions have caused.
In light of this, I have taken the decisive step of escalating the ongoing regulatory inaction — particularly from the CIPC — to the National Assembly’s Portfolio Committee on Trade, Industry and Competition. This matter now sits before a structure with the authority to intervene meaningfully.
As a matter of courtesy, I have informed the Nova Board of Directors of my actions.

I am confident that the issues surrounding Nova have now been placed before the appropriate authorities for urgent attention.
Once feedback is received, I will publish the communication on my website without delay.

www.moneyweb.co.za/moneyweb-opinion/soapbox/30-years-after-masterbon d-investors-are-still-vulnerable/

This article does not reference the Sharemax/Nova disaster and investor repayment failure but it contains a statement that is very relevant to the Debenture Holder’s situation

That statement is:

>>>>> AUDITORS EXIST FOR ONE REASON: TO GIVE PEOPLE WHO CANNOT SEE INSIDE A BUSINESS AN INDEPENDENT OPINION THEY CAN RELY ON <<<<>>>> “The Commission of Inquiry into the Affairs of the Masterbond Group and Investor Protection in South Africa, chaired by retired Judge HC Nel, did not soften its language.
>>>>> Among some of the auditors it examined, it found “an astonishing degree of dishonesty, inefficiency, lack of professional integrity and lack of independence”

We have to ask: Where do Nova’s external auditors – ARC Inc – stand in this context?

They recently informed Nova Debenture Trustee J-P Tromp that the audit is not yet finished – more than a year after the Companies Act defined deadline for publication of 31 August 2025!

Why not and what is the hold-up?

It seems obvious that there are factors in the information that Nova has presented to ARC that are extremely contentious and that clearly, have not and cannot be resolved by Nova, in order to allow them (ARC) to sign-off on the audit

But the bigger questions are:

* Who is pulling the strings in this matter? * Why is ARC, apparently, allowing themselves to be manipulated and/or exposed in this way? * Why do ARC not force the issue by applying strict compliance with the relevant Acts and under the Independent Regulatory Board for Auditors (IRBA) Code of Professional Conduct?

And, underlying all of the above:

>>>>> WHAT ARE THE ISSUES THAT ARE PREVENTING AUDIT FINALISATON AND AFS PUBLICATION? <<<<<

And behind that again, is the issue of the delayed 2025 AGM and the further CIPC Companies Tribunal approved extension of deadline which is nothing else but a delaying tactic by the Nova Board so that they can continue to deliberately withhold the 2025 financial results (and therefore an expectation, if not a certainty, that, in the absence of any near-future definitive action by CIPC/Companies Tribunal or other authority, exactly the same situation is going to apply re the 2026 AFS and AGM)

Following posting hereof, the text has been emailed to:

* Nova, for attention of The Chairman and the Board * ARC Inc, for attention of Theo Rautenbach * The CIPC Companies Tribunal for attention of the and the Nova investigation team * Cuma Zwane, Senior Investigator Corporate Compliance and Disclosure Unit * The IRBA * Nova Debenture Trustee J-P Tromp

www.moneyweb.co.za/moneyweb-opinion/soapbox/30-years-after-masterbo nd-investors-are-still-vulnerable/

Hierdie artikel verwys nie na die Sharemax/Nova-ramp en die versuim om beleggers terug te betaal nie, maar dit bevat ‘n stelling wat baie relevant is vir die situasie van die Skuldbriefhoers

Daardie stelling is:

>>>>> Auditors exist for one reason: to give people who cannot see inside a business an independent opinion they can rely on <<<<>>>> “The Commission of Inquiry into the Affairs of the Masterbond Group and Investor Protection in South Africa, chaired by retired Judge HC Nel, did not soften its language
>>>>> “Among some of the auditors it examined, it found “an astonishing degree of dishonesty, inefficiency, lack of professional integrity and lack of independence
Ons moet vra: Waar staan ​​Nova se eksterne ouditeure – ARC Inc – in hierdie konteks?

Hulle het Nova se Skuldbrieftrustee, J-P Tromp, onlangs ingelig dat die oudit nog nie afgehandel is nie – meer as ‘n jaar ná die sperdatum vir publikasie van 31 Augustus 2025, soos bepaal deur die Maatskappywet!

Waarom nie, en wat veroorsaak die vertraging?

Dit is duidelik dat daar faktore in die inligting wat Nova aan ARC voorgelê het, is wat uiters omstrede is en wat klaarblyklik nie deur Nova opgelos is nie – en ook nie opgelos kan word nie – om dit vir ARC moontlik te maak om die oudit af te handel

Maar die groter vrae is:

– Wie trek die toutjies in hierdie aangeleentheid?
– Waarom laat ARC toe dat hulle, soos dit wil voorkom, op hierdie wyse gemanipuleer en/of blootgestel word?
– Waarom dwing ARC nie ‘n oplossing af deur streng nakoming van die relevante wette en die IRBA (Independent Regulatory Board for Auditors) se Code of Professional Conduct nie?

En, onderliggend aan dit alles:

>>>>> WAT IS DIE KWESSIES WAT DIE FINALISERING VAN DIE OUDIT EN DIE PUBLIKASIE VAN DIE FINANSIËLE STATE VERHINDER? <<<<<

En daaragter lê ook die kwessie van die uitgestelde 2025-jaarvergadering (AGM), asook die verlenging van die sperdatum – wat deur die CIPC-Maatskappytribunaal goedgekeur is. Dit is niks anders nie as 'n vertragingstaktiek deur die Nova-raad, sodat hulle kan voortgaan om die 2025-finansiële resultate doelbewus terug te hou (die nie-afhandeling waarvan beteken dat die AGM ook nie gehou kan word nie)

Na die plasing hiervan sal die teks per e-pos gestuur word aan:

– Nova, vir die aandag van die Voorsitter en die Raad
– ARC Inc, vir die aandag van Theo Rautebach
– Die CIPC Companies Tribunal vir die aandag van die Nova ondersoek span
– Cuma Zwane, Senior Investigator Corporate Compliance and Disclosure Unit
– Die IRBA
– J-P Tromp, Trustee, Nova Debenture Trust

Hierdie skakel verwys na sy nuusbrief van Oktober, waarin hy die huidige stand van sy aktivisme breedvoerig uiteensit en ‘n oorsig gee van gebeure uit die verlede en die tydperk daarna, tesame met ‘n positiewe vooruitsig: www.ndcag.co.za/go/20261008

This link is for his October newsletter in which he has set out at some length the current status of his activism and provides a history of what happened back then and since together with some positive outlook: <www.ndcag.co.za/go/20261008> www.ndcag.co.za/go/20261008

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