In our post of 25 August (NDCAG CALLS OUT NOVA/NDCAG SPREEK NOVA AAN ) we made reference to CEO Haese’s response to an email sent by a Debenture Holder
Haese informed her that:
“We note that you communicate with Mr JP Tromp, the Debenture Deed Trustee, and it is unfortunate to not{e} that it seems that he has failed to assist you. A note of caution, as we have received multiple communications from Debenture Holders, complaining about his actions and the misguided information received from Mr Tromp by them. It remains a concern that the Trustee is unfortunately not assisting Debenture Holders.
We have furthermore been provided with proof that the Trustee has been busying himself by lodging unjustified complaints, and often in harassing fashion, at multiple regulatory and/or government bodies, all to the detriment of Debenture Holders, like yourself, and have been requested to take action against the Trustee in this regard.”
Debenture Trustee J-P Tromp has been in the loop in the wider correspondence and he has responded to that Debenture Holder with:
Quote:
“Before addressing your email, I must first respond to several statements made by Me. Haese. She is fully entitled to her views of me in my capacity as Trustee, as well as her interpretation of my actions, which I respect. However, I will not tolerate false, misleading, or incorrect statements made by her or by any member of the Board of Directors.
– “We note that you communicate with Mr JP Tromp, the Debenture Deed Trustee, and it is unfortunate to note that it seems that he has failed to assist you.”
I have reviewed my email correspondence and it appears that I have not received any email from you. If I overlooked an email, I sincerely apologise. Should you kindly forward the communication referred to by Me. Haese, I will accept responsibility for any oversight. Until such time, I cannot comment on Me. Haese’s alleged “failure to assist”.
– “A note of caution, as we have received multiple communications from Debenture Holders, complaining about his actions and the misguided information received from Mr Tromp by them.”
I am not aware of any “multiple communications” from Debenture Holders. I respectfully request that the Board of Directors provide me with copies of these communications without delay. Upon receipt, I will be in a position to respond to any allegation of “misguided information” published on my website.
– “It remains a concern that the Trustee is unfortunately not assisting Debenture Holders.”
I take note of the comment, although factually false (refer to my escalations below). However, it remains an equally serious concern that the Board of Directors is not assisting Debenture Holders. The Flora Centre matter is a textbook example.
– “We have furthermore been provided with proof that the Trustee has been busying himself by lodging unjustified complaints, and often in harassing fashion, at multiple regulatory and/or government bodies…”
It is correct that I have lodged complaints. The “proof” referred to by Me. Haese is simply the fact that the Board of Directors, and in many cases the external auditors, were included as recipients in all submissions to the CIPC and the Companies Tribunal. The interpretation that these complaints are “unjustified” or “harassing” is perhaps due to the fact that the information submitted is factually correct, and that the Board of Directors are well aware of these facts, but that is hard to face the facts.
Based on the previously published AFS, I remain of the respectful view that the Nova Group is factually and commercially insolvent. No action taken by the Board of Directors can reasonably be interpreted as being in the best interests of Debenture Holders.
“Unjustified complaints”
This is an ideal opportunity for the Board of Directors to provide documentary evidence proving that the statements made in my complaints to the CIPC and the Companies Tribunal are false or incorrect. These include, inter alia:
1. CoR135.1 – 08 May 2025
* Contravention of section 30 of the Companies Act – CIPC confirmed Nova’s incorrect interpretation and the contravention. * Amogela Mall – Complete mismanagement of the sale, resulting in the relevant class of Debenture Holders losing 100% of their investment. * Beneficio matter – Millions spent, loss of the ConCourt case, and repayment of ±R62 million. Two non‑debenture‑linked properties lost through auction. * Ever‑increasing SARS liabilities, not settled timeously, if at all.
2. Communication to the CIPC Commissioner – 30 September 2025
* Sale of 12 debenture‑linked properties valued at ±R 415 million, with the relevant Debenture Holders not yet paid. No funds exist, and will not exist, to repay them. These Debenture Holders have also lost 100% of their investment.
3. Communication to the CIPC Commissioner – 25 November 2025
* Alerting the CIPC to the serious issues surrounding the provisional liquidation of Flora Centre, which proved to be accurate and resulted in the Flora Debenture Holders losing 100% of their investment.
4. CoR135.1 – 30 June 2026
* Contravention of section 61(7) of the Companies Act. As at 4 September 2026, the audit was still incomplete, and the statutory 15 business‑day notice period for the AGM cannot be met.
5. CoR135.1 – 27 July 2026
* Failure to register the covering bond over the Flora property, DIRECTLY resulting in the Flora Debenture Holders losing 100% of their investment, a textbook example of reckless conduct by the Directors of Nova Investments.
6. Communication with the Companies Tribunal – 08 July 2026
* Detailed submission explaining why an extension under section 61(7) should not be granted. The extension was initially denied, then granted on appeal, an appeal which now appears baseless, as Nova will not be able to hold the AGM before 27 September 2026.
Trustee Fee
My monthly Trustee fee of R 50,000 is now questioned, with a suggestion to reduce it to R 10,000. The Board’s view appears to be that I am “busying myself” with matters outside my mandate (or am I getting too close the core of the issues, hidden from Debenture Holders). This may be their view, but it is also clear that the suggestion is financially motivated, given Me. Haese’s public acknowledgement that Nova is experiencing an insolvent financial position.
Conclusion
I urge you to pursue these allegedly “unjustified” matters and invite the Board of Directors to provide documentary evidence proving that my submissions are false or baseless. You are further encouraged to meet with the Board of Directors to “discuss the Trustee”. I trust that such a meeting will be properly documented and that the minutes will form part of the Board’s formal records.
Should you require any additional information or clarification, please do not hesitate to contact me. It may be advisable to include the full Board of Directors in future correspondence to enhance transparency.”
Unquote
PS: We inform that we have received no response to the email sent to Nova on 5 August. Perhaps they won’t respond, partly because they do not recognise us as a Debenture Holder representative organisation. Perhaps they will not respond because we hit the nail exactly on the head?