Meantime, Nova has still not published the 2025 AFS and so we have no information on the present state of the company. Of course, the 2025 AFS are not going present an up-to-date picture anyway. And, we are already in the time period when the ’26 financials should be well under way in preparation for release

It’s mystifying that, with all of the issues re Nova that have been tabled over the years,

* their long-deemed insolvency (CIPC has a copy of the ’25 financials and will have, we are sure, already confirmed that insolvency out of their own analysis and also Debenture Trustee JP Tromp’s submissions) * their attempt (but maybe by this time actually successful) to circumvent the CIPC embargo re the further disposal off property assets and; * the ongoing failure to repay the remaining debentures,

that CIPC have not yet taken stern action

We can report that Deon Pienaar – leading activist in the sphere of the wider SARB/Financial Services Board PSPC shut-down – has recently published in his PSPC WhatsApp group :

On 31 March

“I believe that the CIPC have also filed criminal charges, and I’m just waiting for confirmation. If this is so, this is what we have all prayed for, namely for the NDPP to issue a Preservation order followed by asset forfeiture orders…… never before will a fraud case be dealt with as clinical and successful as this”

Followed on 2 April by:

“..the Cipc have given the NDPP their report…. their official prosecution will certainly restore all my indictments of the past…. we have won this war …the npa will not be able to ignore the state ( CIPC) themselves… the real criminals will now be held accountable… not fabricated crimes where their resources were wasted”

And then on 6 April he wrote:

“Only the NDPP can apply POCA ( PROCEEDS OF CRIME ACT) . This Act will proceed with a preservation order within a month or so, followed by the Asset Forfeiture Unit three months later, giving the Property syndications buildings back to the original investors’, and allowing the new Directors to file delict claims for losses of income”

Today, 30 April, Deon has stated in his monthly newsletter:
“Important to note, that the CIPC have formally filed papers against our adversaries with the NDPP. This is a very big deal, and we have reason to be very grateful for what is currently happening”

We take the information about the CIPC action on board because we know that Deon is in frequent contact with Cuma Zwane of CIPC and they seem to share a lot of information on matters PSPC and Sharemax/Nova

So, it remains to be seen what action, if any, comes out of NDPP . We suggest that the asset forfeiture and “property return” envisioned by Deon are one possible outcome but one way or another, there will be a claim for loss of income plus, of course, return of capital invested

Zwane declined to provide us with any information about the above actions by way of deleting – without reading – our email sent to him on the above and asking for some clarity. Therefore, we can only surmise as to what’s going on

CIPC cannot initiate any legal action themselves hence the referral of the Investigation findings to the NDPP

This action follows CIPC’s letter to the Western Cape High Court in October ’25 informing the latter – in execution of the inter-State entity co-operation called for in section 17 of the SA Constitution – of the findings detailed in the report and to take same into account when hearing cases relevant to Deon Pienaar’s activism and to his sequestration for outstanding court costs which arose out of many court case judgements over the last decade and more

SARB subsequently wrote to Zwane through their attorneys stating that the letter constituted a “flagrant attempt to interfere with a judicial process outside of any power that he may have” and demanded that the letter be repudiated failing which, “urgent interdictory relief” would be sought No news on the outcome to hand. But, it does indicate a rejection of any obligation under the Section 17 of the Constitution’s co-operative governance requirement

Also relevant, in this scenario, is the intervention of the Judge Presidents office last year when – after receipt of the CIPC letter at Western Cape High Court – they called for submission from relevant parties involved in the activism and litigation surrounding the PSPC shut-down. That someone at the Judge President level has intervened suggests that the CIPC letter must have piqued interest at a higher level and that the false and true narratives are under scrutiny with, hopefully, production of some definitive and clear-cut instruction to the Courts and other relevant authorities

On the one hand, to have taken the above actions, CIPC must be very sure of the validity and the required future outcomes of their PSPC shut-down investigation and this, it would seem, has been re-enforced by the intervention by the Judge President’s office although, it seems that they have not yet produced any response to the submissions that they received

For the last some four years now (since the actual completion if the report) CIPC has defended its non-release of same on the grounds that it must be delivered to all relevant parties simultaneously which suggests that, maybe, some parties were not up to speed , eg because of case handler personnel changes, some were not yet even involved and still needed to be briefed and some, like perhaps with the SARB, are not willing to be on board and are pushing back (officialdom and bureaucracy at it worst?)

Do the above actions indicate that the pendulum has swung in or favour?

Unfortunately, we continue to wait for concrete information and positive developments. Our hope still lies with the Investigation’s outcomes being not only positive but also restitutional for the former Sharemax investors

He has published new items in his web site www.carian.co.za <www.carian.co.za> (see under the Nova Debenture Trust button)

On 9 March: www.carian.co.za/post/non-compliance-with-section-30-of-the-companie s-act-audited-annual-financial-statements-for-the-fi

It calls on CIPC to rule on the matter of the AFS publication deadline being as per the Companies Act, content, viz; six months after the end of the financial year in t eight of Nova Chair Myburgh’s persistence the Act’s requirements are only a guideline. It also contains statements on the unaudited AFS that nova lodged with CIPC in September last year and re which, Tromp states “These AFS clearly reflect a severe going concern risk and, in my opinion, indicate that the Nova Group is technically insolvent.”

On 10 March: www.carian.co.za/post/statement-on-the-nova-group-s-financial-positi on-and-official-complaint-to-the-cipc

This post deals with Tromp’s formal complaint to CIPC in May, 2025 about the state based on his analysis of the AFS up to the one for year-end 28 February, 2024

On 10 March: www.carian.co.za/post/nova-propgrow-group-holdings-limited-potential -r-414-694-327-debenture-shortfall
This post centres on Nova Chair Myburgh’s response to Tromps “Missing R 414,694,327” of September 30, 2025 nd correspondence between Tromp, CIPC Commissioner Advocate Rudi Voller and Myburgh

Tromp has echoed our views previously tabled with Cuma Zwane, Senior Investigator, Corporate Compliance and Disclosure Regulation Unit that urgent CIPC action against Nova is necessary and we wait to see what transpires

Hy het nuwe items op sy webwerf www.carian.co.za <www.carian.co.za> gepubliseer (sien onder die Nova Debenture Trust-knoppie)

Op 9 Maart: www.carian.co.za/post/non-compliance-with-section-30-of-the-companie s-act-audited-annual-financial-statements-for-the-fi

Dit doen ‘n beroep op CIPC om te beslis oor die kwessie van die publikasiedatum vir die finansiële jaarstate volgens die Maatskappywet, naamlik ses maande na die einde van die finansiële jaar, in agt van Nova-voorsitter Myburgh se volharding, maar die vereistes van die Wet is slegs ‘n riglyn. Dit bevat ook verklarings oor die ongeouditeerde finansiële jaarstate wat Nova verlede jaar in September by CIPC ingedien het, en waaroor Tromp sê: “These AFS clearly reflect a severe going concern risk and, in my opinion, indicate that the Nova Group is technically insolvent.”

Op 10 Maart: www.carian.co.za/post/statement-on-the-nova-group-s-financial-positi on-and-official-complaint-to-the-cipc

Hierdie plasing handel oor Tromp se formele klagte by CIPC in Mei 2025 oor die staat van die maatskappy gebaseer op sy ontleding van die AFS tot die een vir die einde van die jaar

On 10 March: www.carian.co.za/post/nova-propgrow-group-holdings-limited-potential -r-414-694-327-debenture-shortfall

Hierdie plasing fokus op Nova-voorsitter Myburgh se reaksie op Tromp se “Ontbrekende R 414,694,327” van 30 September 2025 en korrespondensie tussen Tromp, CIPC-Kommissaris Advokaat Rudi Voller en Myburgh

Tromp het ons sienings herhaal wat voorheen met Cuma Zwane, Senior Ondersoeker, Korporatiewe Nakoming en Openbaarmakingsreguleringseenheid, ter tafel gelê is dat dringende CIPC-optrede teen Nova nodig is en ons wag om te sien wat gebeur

Ons het inligting sedert ontvang wat verklaar het dat die interne oudit nog nie voltooi is nie, wat verder beteken dat die rekeninge nog nie eers aan die eksterne ouditeure vir hersiening en goedkeuring voorgelê is nie. Hierdie inligting het geen besonderhede ingesluit oor waarom die oudit nie voltooi is nie, maar dit verg nie te veel verbeelding om te glo dat die tyd dalk aangebreek het wanneer dit nie meer vir CEO/CFO Haese en Voorsitter Myburgh moontlik is om die boeke te manipuleer sodoende om ‘n aanvaarbare momentopname (snapshot) van ‘n lewensvatbare maatskappy te bied nie

Wat is die implikasies hiervan – van ‘n maatskappy wat aanhou aandring dat dit , ‘n “going concern” is en ….

“ …… here because we fundamentally believe we can succeed in getting as much of these investors’ historical money invested back to them. At Nova, we work tirelessly in achieving this goal; we have been and are their best chance to getting it done”

Dit is, na vyftien jaar van Nova-bestuur, so tragies vir die grootste deel van die agt-en-dertigduisend individuele Sharemax-beleggers en in baie gevalle hul opvolgers, wat steeds wag op skuldbriefterugbetaling en vir wie die Nova-missie (die publiek verklaarde een, in elk geval) was om die geld wat hulle belê het, terug te gee en wat hulle nêrens naby gekom het om te bereik nie, ten spyte van hul voortdurende versekerings en protes

Wat moet nou gebeur?

Ons glo dat daar te veel optrede deur die Voorsitter en die Raad was wat nie tot voordeel van die beleggers was nie en dat hulle duidelik misluk het om die vereistes van hul missie te lewer

Ons gaan selfs so ver as om ons mening te stel dat die doel van die sakeredding wat in 2011 voorgestel is, nooit oor die beleggers gegaan het nie, maar alles oor korporatiewe kaping en selfverryking met die doel om die geërfde eiendomsportefeulje van sy bates te stroop – wat grootliks bereik is en wat voortduur, alhoewel nie deur openlike optrede nie, maar deur slinksheid en onderduimse aksies

Ons glo dat die maatskappy nou onder administrasie geplaas moet word, maar nie met die oog op likwidasie nie – wat nie in die beste belang van die beleggers sou wees nie – maar met die oog daarop om die Voorsitter en die Raad van beheer oor die maatskappy te verwyder, dit onder ‘n tussentydse bestuur te plaas wie se enigste doel sal wees om te stabiliseer, te herbou en te groei sodat, ten minste, dié van die geërfde eiendomme wat op die boeke bly, hul ware doel kan dien, naamlik groei in waarde om die fondse te realiseer wat nodig is om die verwante skuldbriewe terug te betaal

Dit is geweldig ironies dat die voertuig vir die sakeredding in 2011 Nova PropGROW genoem is (of was dit ‘n doelbewus misleidende aksie?) en sedertdien was daar geen groei van enige aard nie en eintlik die teenoorgestelde en rampspoedig so!

Ons het gevolglik Cuma Zwane by CIPC oor die saak aangespreek per e-pos met hierdie pleidooi:

Hello Mr Zwane

As usual, Nova failed to publish their 2025 Annual Financial Statements by the deadline stipulated in the Companies Act. They have also now failed to publish by 28 February 2026. JP Tomp, the Nova Debenture Trustee may already have addressed you re this situation

We would like to appeal to CIPC (dare we demand?) for action via a famous quote (and an allegorical one for the purpose of this mail) from President Reagan at the Brandenburg Gate in Berlin on June 12, 1989 when he said:

MR GORBACHEV, TEAR DOWN THIS WALL!

In the same vein as Reagan’s appeal, we appeal to you: MR ZWANE: HAS THE NOVA BUSINESS RESCUE AND DEBENTURE REPAYMENT FARCE NOT NOW, AND DEFINITELY, GONE ON TOO LONG?

We are posting the following content in our Facebook page and web site and we urge you to take it on board and give it serious consideration (should you not already be contemplating such action):

We have received information stating that the internal audit has not yet been completed which further means that the accounts have not yet even been submitted to the external auditors for review and approval. This information did not include any detail as to why the audit is not finished but it does not require too much imagination to believe that maybe the time has arrived when it is no longer possible for CEO/CFO Haese and Chair Myburgh to juggle the books sufficiently so as to present an acceptable snapshot of a viable company

We are of the strong opinion that the Chair and Board of Nova can no longer be allowed to continue as they have been doing since around 2013. We believe that they do not have, and have never have had, the interests of the Sharemax investors at heart and as their guiding star

We believe that there have been too many actions by the Chair and the Board that have not been for the benefit of the investors and that they have manifestly failed to deliver the obligations of their mission (the publicly stated one, anyway)

We go so far as to state our opinion that the purpose of the business rescue put forward in 2011 was never about the investors and all about corporate capture and self-enrichment with the intention to strip the inherited property portfolio of its assets – which has largely been achieved and which continues albeit not through overt actions but by deviousness and subterfuge

We believe that the company should now be put under administration but not with a view to liquidation – which would not be in the best interests of the investors – but with a view to removing the Chair and the Board from control of the company, placing it under an interim management whose sole purpose will be to stabilise, re-build and grow so that, at the very least, those of the inherited properties that remain on the books can serve their true purpose, viz; growing in value in order to realise the funds necessary to repay the related debentures

There are some lines in an old English hymn titled The Church’s One Foundation” which read:

Yet saints their watch are keeping, their cry goes up, “How long?” And soon the night of weeping shall be the morn of song!

For the Sharemax investors it’s more a case of: When will the night of weeping, become the morn of song?

CIPC can make that happen, at least in part, by an immediate action against the Chair and the Board of Nova

Thank you in hope of what we deem would be an entirely appropriate action

We have since received information stating that the internal audit has not yet been completed which further means that the accounts have not yet even been submitted to the external auditors for review and approval. This information did not include any detail as to why the audit is not finished but it does not require too much imagination to believe that maybe the time has arrived when it is no longer possible for CEO/CFO Haese and Chair Myburgh to juggle the books sufficiently so as to present an acceptable snapshot of a viable company

What are the implications of this – from a company that keeps insisting that it is solvent, is a going concern and is ..

” .. here because we fundamentally believe we can succeed in getting as much of these investors’ historical money invested back to them. At Nova, we work tirelessly in achieving this goal; we have been and are their best chance to getting it done”

This is, after fifteen years of Nova stewardship, so tragic for the greater portion of the thirty-eight thousand individual Sharemax investors and in many cases, their successors, who still await debenture repayment and for whom the Nova mission ( the publicly declared one, anyway) was to return the money that they invested and re which they have come nowhere near to achieving despite their ongoing assurances and protestations

What should happen now?

We are of the strong opinion that the Chair and Board of Nova can no longer be allowed to continue as they have been doing since around 2013. We believe that they do not have, and have never had, the interests of the Sharemax investors at heart and as their guiding star

We believe that there have been too many actions by the Chair and the Board that have not been for the benefit of the investors and that they have manifestly failed to deliver the requirements of their mission

We go so far as to state our opinion that the purpose of the business rescue put forward in 2011 was never about the investors and all about corporate capture and self-enrichment with the intention to strip the inherited property portfolio of its assets – which has largely been achieved and which continues albeit not through overt actions but by deviousness and subterfuge

We believe that the company should now be put under administration but not with a view to liquidation – which would not be in the best interests of the investors – but with a view to removing the Chair and the Board from control of the company, placing it under an interim management whose sole purpose will be to stabilise, re-build and grow so that, at the very least, those of the inherited properties that remain on the books can serve their true purpose, viz; growing in value in order to realise the funds necessary to repay the related debentures

It is hugely ironic that the vehicle for the business rescue was named Nova PropGROW in 2011 (or was that a deliberately misleading action?) and since when there has been no growth of any sort and in fact quite the opposite and disastrously so!

We have accordingly, addressed Cuma Zwane at CIPC on the matter via mail with this plea:

Hello Mr Zwane

As usual, Nova failed to publish their 2025 Annual Financial Statements by the deadline stipulated in the Companies Act. They have also now failed to publish by 28 February 2026. JP Tomp, the Nova Debenture Trustee may already have addressed you re this situation

We would like to appeal to CIPC (dare we demand?) for action via a famous quote (and an allegorical one for the purpose of this mail) from President Reagan at the Brandenburg Gate in Berlin on June 12, 1989 when he said:

MR GORBACHEV, TEAR DOWN THIS WALL!

In the same vein of Reagan’s appeal, we appeal to you, MR ZWANE: HAS THE NOVA BUSINESS RESCUE AND DEBENTURE REPAYMENT FARCE NOT NOW, AND DEFINITELY, GONE ON TOO LONG?

We are posting the following content in our Facebook page and web site and we urge you to take it on board and give it serious consideration (should you not already be contemplating such action):

We have received information stating that the internal audit has not yet been completed which further means that the accounts have not yet even been submitted to the external auditors for review and approval. This information did not include any detail as to why the audit is not finished but it does not require too much imagination to believe that maybe the time has arrived when it is no longer possible for CEO/CFO Haese and Chair Myburgh to juggle the books sufficiently so as to present an acceptable snapshot of a viable company

We are of the strong opinion that the Chair and Board of Nova can no longer be allowed to continue as they have been doing since around 2013. We believe that they do not have, and have never have had, the interests of the Sharemax investors at heart and as their guiding star

We believe that there have been too many actions by the Chair and the Board that have not been for the benefit of the investors and that they have manifestly failed to deliver the obligations of their mission (the publicly stated one, anyway)

We go so far as to state our opinion that the purpose of the business rescue put forward in 2011 was never about the investors and all about corporate capture and self-enrichment with the intention to strip the inherited property portfolio of its assets – which has largely been achieved and which continues albeit not through overt actions but by deviousness and subterfuge

We believe that the company should now be put under administration but not with a view to liquidation – which would not be in the best interests of the investors – but with a view to removing the Chair and the Board from control of the company, placing it under an interim management whose sole purpose will be to stabilise, re-build and grow so that, at the very least, those of the inherited properties that remain on the books can serve their true purpose, viz; growing in value in order to realise the funds necessary to repay the related debentures

There are some lines in an old English hymn titled The Church’s One Foundation” which read:

Yet saints their watch are keeping, their cry goes up, “How long?” And soon the night of weeping shall be the morn of song!

For the Sharemax investors it’s more a case of: When will the night of weeping, become the morn of song?

CIPC can make that happen, at least in part, by an immediate action against the Chair and the Board of Nova

Thank you in hope of what we deem would be an entirely appropriate action

We imagine that the AFS will be published by Saturday 28th because, for any normal company, it would be highly embarrassing for the Directorate if such a situation like arrival of a new year-end when the AFS for the previous year-end have still not been published, were to occur

Is Nova a “normal” company?

No, It’s an unlisted company with shareholders and its purpose is to deliver the Sharemax business rescue out of which it originated and achieve repayment of the Nova Debentures to the former Sharemax investors. Normally, the company Chair and Board would be at pains to demonstrate accountability to the shareholders but not in this case

The company has two levels of Shareholder:

* The A & B Class shareholders who are all Directors of the company. (as far as we know) That’s an insider cabal and no accountability is necessary. They acquired their shares out of a provision in the SoA whereby all Sharemax shares for which the individual underlying investors did not make a formal choice as to conversion to either of Nova Shares or Nova Debentures, would by default be assigned to the directors of the company and the investors who did not make a choice would become Debenture Holders by default

* The D Class shareholders being those Sharemax investors who did opt to convert their Sharemax asset to shares in Nova. D Class shares carry no voting rights and thus the Chair and the Board can disregard them altogether and probably do

Thus, we think that there is a chance that the 2025 AFS may not be published by Saturday 28th February and if so, that company Chair Myburgh will have already prepared one of his self-serving personal law-bending interpretations (possibly even backed by a – paid for – legal opinion) which justifies the non-publication

So, in the absence of the 2025 AFS, what is our level of information about and understanding of, the affairs of the company? Not very good considering that the last published AFS, for 2024, will have contained information that was relevant to activities in 2023 and thus, it could be said that we have had no formal information from Nova for two years (discount the not very informative Communiqu?? issued in December 2025) while they continue to run the company, and the prospects for Debenture Holder repayment, into the ground

And, underneath this, we have become aware of apparent court actions involving Nova

There was, apparently, a court session today (26 February) which reportedly, is an application for liquidation of Nova or one or more of it’s subsidiary companies

We stress that this and related information herein is at this stage, unverified. But, we think that, because of the implications of such court action, if indeed taking pace, the Debenture Holders should be aware of it

Of course, the Nova Chair and Board will not inform on this. They don’t do communication! At best, we might get some passing comment in a future Communqu? (don’t hold your breath) or in the 2026 AFS, if and when they are eventually published

Who might the applicants be? Maybe one or more of those creditors who have been at the losing end of Nova defaults over the last years?

* Quattro Security Services who wanted liquidation back in 2024 for Nova default under a contract for hygiene services at a number of malls. Has Nova defaulted again, this time under the settlement arrangement arrived at to prevent the liquidation and give Nova time to repay the outstanding debt?

* Bright Light Solar who took Nova to court in 2025 (see: <www.ndcag.co.za/go/202506191> www.ndcag.co.za/go/202506191,) over default in payment for solar installations at some of the commercial properties? Nova properties mentioned in a message on a Brightstar application are Flora Centre (but see below), Tarentaal/Courtside and the Village Mall (both already lost out of the Beneficio loan fiasco), Carletonville Centre (pledged under the Capitec loan – see below), Witbank Highveld and Waterfall

* Are there other creditors who are also taking legal action? We would not be surprised if that is indeed the case?

Then, there is the Flora Centre matter (see our 28 November post here: <www.ndcag.co.za/2025/11/> www.ndcag.co.za/2025/11/) which is apparently, going to court on 9 March. It seems that Capitec are going ahead with their application for liquidation of Flora Centre Investments (Pty) Limited, the Nova subsidiary that is the registered owner of Flora Centre

If this does go ahead and given the Board’s sacrificial and in defiance of CIPC’s asset disposal embargo, offering of Carletonville and Rangeview Centres in settlement – what will the outcome be?

We stress again, we have not verified any if this information and await detail and clarity

We’ve had no word from CIPC on Flora Centre following our email to them last year in which we suggested that the Nova action to circumvent the ban on disposal of fixed assets is now actionable

Meantime, we are aware that Nova debenture Trustee, JP Tromp, has addressed Willem van Niekerk, Chair of the Nova audit committee, and copied the other directors, on why the audit of the ’25 AFS has not yet been competed and when the AFS will be published

As regards Tromp’s investigative and revelatory activities, he has informed us that February is a very busy time for him and his business and that he will be resuming his Nova and Debenture related posts in his business web site at <www.carian.co.za> www.carian.co.za > Nova Debenture Trust in March