We apologise for this late update. It has been a busy week
The meeting to approve (or not) the appointment of the company nominated Trustee candidate took place as scheduled at the Capital Hotel in Menlyn Pretoria on Tuesday 11th
It took the form of four meetings at two-hour intervals – one each for Income Plan Companies (the malls), Growth Plan Companies (the residential developments), The Villa Company and Zambezi Company
It was immediately apparent that, as expected, there would not be a quorum at each meeting and that the voting would be postponed according to the provisions of the Debenture Trust Deed – which did indeed eventuate
It will now take place at the same venue on Tuesday, 18 January (Persons attending should be able to park in the hotel basement free of charge again – go down the ramp to the basement and make an immediate right turn to the hotel parking section)
We urge members who can travel to Pretoria to attend and participate in the vote!
This time around the vote will be done by those Debenture Holders who are present at the meeting and by all the persons who gave their proxies for the first meeting, through the persons to whom they gave their proxies. No new proxies can be submitted
The total number of persons present (physically and virtually via their proxies) will automatically constitute a quorum and these numbers will cast their votes (again either physically or by the proxy holders) and the outcome will be in favour of or against, the candidate for the position: Mr Jean Pierre Tromp
Prior to the voting Mr Tromp will introduce himself and there will be an opportunity for the Debenture Holders present and the proxy holders (on behalf of the Debenture Holders they represent) to address Mr Tromp
Mr Myburgh read out a prepared statement at each meeting
– He referred to the illegal resignation of Mr Derek Cohen, the previous Trustee. (It was not illegal. The Trust Deed states that the Trustee’s resignation is effective without any reference to the Courts or anyone else)
– He stated that Nova approached Mr Cohen for “assistance” in November, but that Mr Cohen “refused” (Why shouldn’t he? He’d been out of the company for two years and eight months already so why would he want to?)
– He stated that following Mr Cohen’s refusal to assist, his services were terminated. (This is pure spin by the company designed to create the impression that they have not been in breach of the obligations under the Trust deed as regards the Trustee and to be able to convince the CIPC accordingly)
– He stated that debenture repayments cannot commence without a trustee being in place. (This was a deceitful tactic to persuade the Debenture Holders and Proxy Holders present, that it would be in their own best interests to vote in favour of the approval of the appointment of Mr Tromp and that repayments are going to commence. The company has no money to make pay outs and is not going to do so as an outcome of the subject meetings!)
In Nova’s feedback communique it is stated that: “The (Trust) Deed provides that where the office of a Trustee has been terminated …”
This is totally incorrect and misleading. Mr Cohen resigned in March 2019. Finished and Klaar!
Because it did not suit the company to accept the resignation and the obligations that the event carried as laid down in the Trust Deed, the company (this would have been Mr Myburgh really) then embarked on all sorts of delaying tactics which meant that over two and a half years, there was no Trustee in place and which in turn means that, even if they had had the funds to repay some or all of the debentures, they would not have been able to (after all, the Trust Deed states – which Mr Myburgh has now used in his statement on the reasons for a new trustee- that repayments can’t take place without one)
Had they not been served with a Compliance Notice by the CIPC in November, the Trustee position would still be vacant, the need for approval of a new one would not have come up and the vacancy would have been left open for as long as the company could get away with it
So, we have cases here of 1) Nova actions (none actually) when it suited them not to have a Trustee in place and 2) action when it does suit them and we emphasise that the current action is NOT TO START REPAYMENTS AS THEY WOULD LIKE THE DEBENTURE HOLDERS TO BELIEVE BUT TO GET OFF THE HOOK AS FAR AS THE CIPC COMPLIANCE NOTICE IS CONCERNED AND QUITE POSSIBLY, TO SET UP AN EXTENSION OF THE REPAYMENT DEADLINE
What will the outcome be on Tuesday 18th? Are the Debenture Holders likely to agree to the appointment of Mr Tromp?
We surmise that:
– If the Debenture Holders vote NO, Nova will be able to go to the CPIC (assuming that they have been able to convince the CPIC that their version of the “Mr Cohen’s Resignation” story is the truth) and state that they are unable to start making repayments because there is no Trustee in place. This would, of course, be a pure fiction as, to state it again, Nova does not have the funds to make the payments anyway and therefore, the situation would suit them
– If the Debenture Holders vote YES, then Nova can tell the CIPC that they can tick off the failure to appoint a new Trustee on the Compliance Notice list of issues. Does that also mean that repayments will commence? Of course not! Again, where’s the money?
And it would not come as a surprise if, at some time after the installation of Mr Tromp as Trustee, it was discovered that an extension of the (albeit disputed) 20 January 2022 deadline date for debenture repayment has been extended – quite possibly without informing the Debenture Holders of it. But Nova would of course, inform the CIPC of the extension as ostensibly, a legitimate event to get off the hook (for the time being anyway) as regards repayment of the debentures by 20 January
The meeting itself and the purpose of same as put forward by Mr Myburgh are a complete smoke and mirrors show and its only purpose is to be able to convince the CIPC that it will be making repayments and that it was not in breach of its Trust Deed obligations regarding the appointment of a new Trustee. Debenture Holders will not believe this, and we trust that the CIPC will not either
Meantime, at the meeting there was a cross-section of Debenture Holders present – elderly persons who have been waiting for more than ten years for repayment, some of whom have been living in reduced if not dire, circumstances, people with disabilities who sorely need the relief that repayments will bring, “new generation” Debenture Holders who have inherited the so-called assets in their parent’s estates (how long will they have to wait to benefit from their inheritance?) and representatives of two Eswatini communal savings/loan organisations (stokvels in South Africa)
The Chairperson of one of these organisations, an elderly blind person, spoke from the floor on two occasions and made a plea on behalf of his organisation’s members, for repayment. What response did he get? Probably only the usual Nova generic responses which mean nothing? It was noted that Mr Myburgh’s responses to the gentleman were not made over the public address system but one-on one. What response did he get? Again, probably only the usual Nova generic responses which mean nothing? Or, was something meaningful conveyed which the wider audience were excluded from?
The company repeatedly gives reassurances about repayment. The Debenture Holders are expected to believe the company line but can there be even one who does – twelve years down the line and no closer to getting their money back? Does Mr Myburgh, as the personification of Nova, even care about them? The answer must be NO!
We now have to wait and see what outcomes will transpire on the 18th and also the 20th of January (the debenture repayment deadline)
Picture 1: Deon Pienaar challenging Mr Myburgh on issues
Picture 2: Mr Myburgh speaking one-on-one (off-mike) with the blind Chairperson of an Eswatini communal savings group which had invested three million rand in Sharemax