What’s going on?

Following the January voting meetings which led to the appointment of Mr JP Tromp as the new Debenture Trust Trustee we entered into discussions with him as well as other entities
We await outcomes of these interactions and will inform members of same via this site and our Facebook page in due course
In the meantime, members might be interested in the background to Ryk van Niekerk’s’ February 9 post in Moneyweb titled “Sharemax Investors screwed twice” (copied in this site as well as our Facebook page: Sharemax Investors/Nova Debenture Creditors)
Why screwed twice? Two November 2016 Moneyweb posts by Ryk (see links below) give the explanation of the first swindle
They detail:
* the corporate capture of Sharemax/Nova
* how the very people who are supposed to ensure that the Sharemax investors (who opted for Nova Debentures instead of shares) are paid out as required per the four (Court sanctioned) Schemes of Arrangement but have not done so (to the extent required)
* how certain “insiders” – to the detriment of the original investors – acquired, through a single line of “small print” in the SoAs, a majority shareholding in the then still to be formed Nova Property Group and thus, effectively, ownership of the Sharemax assets (the properties in which the Sharemax investors were originally shareholders) – tangible assets as opposed to the questionable value of the debentures which replaced the Sharemax shareholdings

Part 1: ‘Corporate capture’ of Sharemax rescue vehicle
<www.moneyweb.co.za/news/companies-and-deals/nova-monkey-business-pa rt-2/> www.moneyweb.co.za/news/companies-and-deals/nova-monkey-business-par t-2/
Part 2: Shareholder structure hides how directors acquired 87.1% of Nova shares
www.moneyweb.co.za/in-depth/investigations/shareholder-structure-hid es-how-directors-acquired-87-1-of-nova-shares/

An event at the Trustee vote meeting

(Sien Afrikaanse vertaling onder)

A brief introduction to this story: when the Debenture Holders (or some of them, anyway – not all were informed) were first advised of the January 11 meeting to vote on the approval (or not) of the proposed new Trustee for the Debenture Trust, NDCAG wrote to the Nova Chairman, Mr Connie Myburgh, (see our post in this site on 15 December) contesting the company’s right/power to proceed
In his reply, Mr Myburgh stated that there was nothing in the Trust Deed to stop them holding the meeting and the vote and it went ahead and delivered the new Trustee, Mr Jean-Pierre Tromp, at the second meeting held on January 18 (The whole process was totally non-transparent with no process detail shared and no questions answered. The majority of the votes cast in person or via the proxies given to Messrs Herman Lombaard of NDCAG, Deon Pienaar and others was a No and yet the vote came in at 76% in favour of and only 24% against approval of Mr Tromp. This outcome has left us with great suspicions of underhand and/or unethical actions by the company to achieve what appears to have been a pre-determined outcome. We’re far from finished with this yet!)
The point of all this though is that, in his written reply to us, Mr Myburgh devoted a large amount of space to insult and character assassination of both Herman Lombaard as well as Deon Pienaar whom NDCAG had nominated as a more suitable and more acceptable candidate for the Trustee position
That action had a sequel in one of the category vote meetings on 18 January when Deon once again addressed the persons present
Mr Myburgh again went on the attack to discredit him in the minds of the those present. He pointed out that Deon had been labelled a “vexatious litigant” in a court case and that he had a court judgement against him for 1.3 million rand – being costs awarded to Nova, the defendants in the case – which Deon had not yet settled
He then made a very pointed statement to the floor but aimed specifically at the Debenture Holders present, viz: THIS IS YOUR MONEY! (meaning that the company had had to incur legal expenses to defend the action and by implication, had to pay them out of company funds that represent reserves held to repay the debentures – which is not true. It is a widely held view that the company is insolvent anyway)
It was necessary to interrupt Mr Myburgh in his process of attempting to discredit Mr Pienaar and point out to him that whilst he was quibbling over a mere 1.3 million, he himself had, effectively, also used “YOUR MONEY” to have the company bail him out of a maturing debt of 40 million rand that he had with Rand Merchant Bank (and in the process, the company took on an asset that is entirely outside of the debenture repayment arena)
Mr Myburgh did not deny this occurrence
We leave readers to judge if the above is an example of hypocrisy in action

Read the Moneyweb article on how Nova rescued Mr Myburgh WITH YOUR MONEY here:
www.moneyweb.co.za/in-depth/investigations/how-former-sharemax-inves tors-saved-connie-myburgh/

‘n Geleentheid by die Trustee-stemvergadering

‘n Kort inleiding tot hierdie storie: toe die Skuldbriefhouers (of sommige van hulle in elk geval – nie almal is ingelig nie) die eerste keer van die vergadering van 11 Januarie ingelig is om te stem oor die goedkeuring (al dan nie) van die voorgestelde nuwe Trustee vir die Skuldbrieftrust, het NDCAG aan die Nova-voorsitter, Mnr Connie Myburgh, geskryf (sien ons plasing op hierdie webwerf op 15 Desember) en die maatskappy se reg/mag om voort te gaan betwis
Mnr Myburgh het in sy skriftelike antwoord gesê dat daar niks in die Trustakte is om hulle te keer om die vergadering en die stemming te hou nie en dit het voortgegaan met die gevolglike goedkeuring van die nuwe Trustee, Mnr Jean-Pierre Tromp, by die tweede vergadering gehou op 18 Januarie. (Die hele proses was totaal ondeursigtig met geen prosesbesonderhede wat gedeel is en geen vrae beantwoord nie. Die meerderheid van die stemme wat persoonlik of via die gevolmagtigdes wat aan Mnre Herman Lombaard van NDCAG, Deon Pienaar en andere gegee was, was ‘n Nee en tog het die stemming op 76% ten gunste van en slegs 24% teen goedkeuring van Mnr Tromp uitgekom. Hierdie uitkoms het ons gelaat met groot vermoedens van onderduimse en/of onetiese optrede deur die maatskappy om te bereik wat blyk te wees ‘n voorafbepaalde uitkoms. Ons is nog lank nie klaar hiermee nie!)
Die punt van die voorgenoemde is egter dat Mnr Myburgh in sy skriftelike antwoord aan ons ‘n groot hoeveelheid ruimte gewy het aan belediging en karaktermoord op beide ons Herman Lombaard sowel as Deon Pienaar wie NDCAG as ‘n meer geskikte en meer aanvaarbare kandidaat vir die Trustee posisie genomineer het
Dié aksie het op 18 Januarie ‘n opvolg gehad in een van die kategoriestemvergaderinge toe Deon weereens Mnr Myburgh en die teenwoordige persone toegespreek het.
Mnr Myburgh het weer tot-op die aanval gegaan om Deon in die gedagtes van die aanwesiges te diskrediteer. Hy het daarop gewys dat Deon in ‘n hofsaak as ‘n “ergerlike litigant” bestempel is en dat hy ‘n hofvonnis teen hom het vir 1,3 miljoen rand – synde koste wat aan Nova, die verweerders in die saak toegeken is – en wat Deon nog nie geskik het nie.
Hy het toe ‘n baie skerp stelling aan die vloer gemaak maar spesifiek gemik op die aanwesige skuldbriefhouers, nl: DIT IS JOU GELD! (wat beteken dat die maatskappy regskostes moes aangaan om die aksie te verdedig en dit by implikasie moes betaal word uit maatskappyfondse wat reserwes verteenwoordig, d.w.s. wat gehou word om die skuldbriewe terug te betaal – wat nie waar is nie. Dit is ‘n wydverspreide siening dat die maatskappy is in elk geval insolvent)
Dit was nodig om Mnr Myburgh te onderbreek in sy proses om Deon te diskrediteer en hom daarop te wys dat hy oor ‘n skamele 1,3 miljoen gekibbel het, hy self in werklikheid ook “JOU GELD” gebruik het om die maatskappy hom te laat borg uit ‘n vervalbare skuld van 40 miljoen rand wat hy by Rand Aksepbank gehad het (en in die proses het die maatskappy ‘n bate aangeneem wat heeltemal buite die skuldbriefterugbetalingsarena is)
Mnr Myburgh het nie hierdie gebeurtenis ontken nie
Ons laat dit aan lesers om te oordeel of bogenoemde ‘n voorbeeld is van skynheiligheid in aksie

Lees hier die Moneyweb-artikel oor hoe Nova Mnr Myburgh MET JOU GELD gered het:
www.moneyweb.co.za/in-depth/investigations/how-former-sharemax-inves tors-saved-connie-myburgh/

Update on the Trustee voting & appointment

In an earlier post we provided the results of the voting at the meetings held on Tuesday 18th. Broadly speaking, the majority of the votes cast were in favour of the appointment of Mr Tromp.

Following the 18th’s meeting, there has been no formal feedback from Nova on the vote outcomes – ie; no communiqué posted in their web site (as was done after the 11 January meeting – and which we re-posted in our internet sites)

Why not? Should the Debenture Holders not have been formally advised of this or is this Nova simply falling back on their usual custom of not communicating, having achieved what they wanted out of the process?

In our posts ahead of the meetings, we stated that the whole purpose of the exercise was only, in the event of receiving approval for the appointment, to be able to tell the CIPC that they could now cross out two of the issues (probably) listed in the Compliance Notice issued to the company in November, viz:
– No Trustee appointment following Mr Cohen’s resignation in March 2019
– The deadline of 20 January 2022 for the repayment of the debentures

It came as no surprise to learn at week’s end that Nova had already communicated to CIPC that the appointment of the nominated Trustee, Mr J Tromp, had been approved, that he had assumed duties and that an extension of the 20 January repayment deadline had been proposed, approved, and implemented

We trust that CIPC will see these outcomes as the fiction that they are

Has Nova communicated the repayment extension to the Debenture Holders? Of course not! Will they? Of course not!

It’s all part of the way that they maintain a distance between the company and the Debenture Holders: keep them in the dark and only communicate when absolutely necessary (like having to get off the hook with CIPC)

Please help us to recruit more members

Would you care to help us to grow our membership?

You can use the “strip sheet” in the accompanying image for this. Members may have seen these sheets on community notice boards, eg; at supermarkets – advertising services, rentals, etc. – and from which one tears off a tag to take with and follow up

To copy the image for use:
* Right click on it * Click Save Image As * Save it wherever is best for you to print it * Print * Cut in half * Cut up the vertical lines in the grid to make tags that can be torn off * Post copies on local community notice boards

An alternative is:
* Right click on the image * Click Copy Image * Open a blank Word document * Click Paste * Resize to fit page * Print * Cut in half etc etc

As an alternative, in case of difficulty in printing from this site, please visit the Facebook page and try there: Sharemax Investors/Nova Debenture Creditors

Anyone trying this out, please email in to [email protected] to confirm successful print or otherwise. Please state if you took it off the web page or off the Facebook page

Thank you for participating and for your feedback

Outcome of the Trustee approval meeting held on 18 January

We advise that the outcome of the voting was as shown in the table below

We are disappointed at this result but not surprised and it is clear that Nova implemented a strategy to achieve that result

All is not lost and we are addressing it in order to plot our way forward and will inform members of this in due course

We thank all Debenture and Proxy Holders & their underlying Proxy Givers, who went to the meeting and voted. Likewise, we thank all of the those Debenture Holders who gave proxies to Herman Lombaard and Deon Pienaar

Your support and involvement are very much appreciated

The picture included below is of Deon Pienaar with Aleta Labuscghagne who travelled from Port Edward (at the southern tip of KZN) to vote at the meeting


The Tuesday 11th January Trustee approval meeting update

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 …”
(novapropertygroup.co.za/index.php/communiques/)

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


 

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