Link to the podcast of the Geldsake segment on the Trustee voting outcomes: Ryk van Niekerk speaking with Herman Lombaard

iono.fm/e/1146154

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 latest post from Moneyweb’s Ryk van Niekerk – a wider view of the 11 January meeting outcomes and issues

<www.moneyweb.co.za/in-depth/investigations/we-invited-whom-we-could /?fbclid=IwAR2GHCqAwuOU_v_jmRU_bscAByoOn9wCdKc27dgcAZtwjWd0YBcY3H22pDY> www.moneyweb.co.za/…/we-invited-whom-we-could/

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

We urge Debenture Holders who can, to go to the meeting at The Capital Hotel, Menlyn tomorrow and cast their vote

Note though that this does not apply to Debenture Holders who have already given their proxy to someone

EVERY VOTE AGAINST THE APPOINTMENT OF MR J TROMP COUNTS!!!!!

The program will be the same as for last Tuesday: again four separate votes, namely:
For The Villa: starting at 1000
For The Income Plans (all the Malls): at 1200
For Zambezi Company: at 1400
For The Growth Plans (all the residential developments): at 1600

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 hope to see large numbers of Debenture Holders there to vote. It’s the best that you can do for yourself in this situation

If travelling on the N1 North, use Garsfontein or Attebury off-ramps and Attebury off-ramp if travelling on N1 South
<www.facebook.com/Sharemax-InvestorsNova-Debenture-Creditors-3870000 62051144/photos/pcb.1099250207492789/1099249897492820/?__cft__%5b0%5d=AZUNej 2Y6N_48PF6szCzJPd1KDJxMY6vuua-c1vn354EOEZPe_38wyvjuwr5qHnXZ0-mW5Hiv07zxYeo0D A_tg-VN8HHhD7lqJ-kwbGzNu_WfTXPAZ4kQujipZZSI8v5pBnNJYocBaByIErJOVtTRElQmD1kML Oq8ea9rqvexR6X77R8oiRhgIBHBNXnsWdCXn4&__tn__=*bH-R>
<www.facebook.com/Sharemax-InvestorsNova-Debenture-Creditors-3870000 62051144/photos/pcb.1099250207492789/1099249897492820/?__cft__%5b0%5d=AZUNej 2Y6N_48PF6szCzJPd1KDJxMY6vuua-c1vn354EOEZPe_38wyvjuwr5qHnXZ0-mW5Hiv07zxYeo0D A_tg-VN8HHhD7lqJ-kwbGzNu_WfTXPAZ4kQujipZZSI8v5pBnNJYocBaByIErJOVtTRElQmD1kML Oq8ea9rqvexR6X77R8oiRhgIBHBNXnsWdCXn4&__tn__=*bH-R>

<www.facebook.com/Sharemax-InvestorsNova-Debenture-Creditors-3870000 62051144/photos/pcb.1099250207492789/1099250097492800/?__cft__%5b0%5d=AZUNej 2Y6N_48PF6szCzJPd1KDJxMY6vuua-c1vn354EOEZPe_38wyvjuwr5qHnXZ0-mW5Hiv07zxYeo0D A_tg-VN8HHhD7lqJ-kwbGzNu_WfTXPAZ4kQujipZZSI8v5pBnNJYocBaByIErJOVtTRElQmD1kML Oq8ea9rqvexR6X77R8oiRhgIBHBNXnsWdCXn4&__tn__=*bH-R>
<www.facebook.com/Sharemax-InvestorsNova-Debenture-Creditors-3870000 62051144/photos/pcb.1099250207492789/1099250097492800/?__cft__%5b0%5d=AZUNej 2Y6N_48PF6szCzJPd1KDJxMY6vuua-c1vn354EOEZPe_38wyvjuwr5qHnXZ0-mW5Hiv07zxYeo0D A_tg-VN8HHhD7lqJ-kwbGzNu_WfTXPAZ4kQujipZZSI8v5pBnNJYocBaByIErJOVtTRElQmD1kML Oq8ea9rqvexR6X77R8oiRhgIBHBNXnsWdCXn4&__tn__=*bH-R>

If you are a Debenture Holder and will be attending the meeting in Pretoria tomorrow, be aware of the timings that apply (as stated in the original emails sent out)
There will be four separate votes, namely:
For The Villa: starting at 1000
For The Income Plans (all the Malls): at 1200
For Zambezi Company: at 1400
For The Growth Plans (all the residential developments): at 1600
This is because there are four separate Schemes of Arrangement and each will be voted on separately – probably to satisfy legal requirements
This is the important aspect: If you received more than one email you have that number of votes and you need to be at the venue before the time of the first vote in which you can participate ( This does not apply to persons who have given proxies)
It does also mean that you may have to wait around the locale until the start of your next vote. For example, If you have a vote in The Villa and Zambezi Company, you’ll have a 2 hour break between your voting sessions. If Villa and Growth Plans, a 4 hour wait between sessions

The Capital in Menlyn is an hotel. We are advised that there will be basement parking and the cost of same will be paid for by Nova

Every day we have occurrences of member re-registration in the online form in the web site. Some members have re-registered multiple times and some even more than once in a single day

Each time that the fields in the online form are completed and submitted counts as a new registration

For example, on 6/7/8 January there were thirty three (33) “new” registrations input via the online form. Of these, only nine (9) were actually first time registrations. The rest were all “duplications” which required investigation and email query in some cases. Most of the duplications were eventually deleted

We ask members who have already registered (no matter how long ago) to PLEASE not, for whatever reason, re-input their details in the online form

To provide some guidance, please read through this Q & A:

Q: where in the web site is the online registration form located

A: From the home page, scroll down until the heading “PLEASE REGISTER AND GIVE US YOUR MANDATE” is reached. Scroll further down the page until the blank fields with headings, Surname, Initials etc. appear. This is where the online registration takes place. See Figures 1 & 2 in the screen shots below

Q: How do debenture Holders know if they are indeed registered with us?

A: They receive an email, automatically and immediately generated by our system, that confirms the registration. The attachment to the email contains all the personal detail that the person who did the registration has captured online. These emails show that they have come from NDCAG Sign UP

Q: Will NDCAG ever ask a member (Debenture Holder, Broker or Other status) to re-register via the online form?

A: NO. The archive of registrations, so far as its Debenture Creditor content is concerned, is the official record of our membership which, at some future time, will be used to demonstrate to Nova that we represent a significant percentage of the total Debenture Holders. For this reason, it is very important that this record must, at all times, be completely correct!

Q: How does a member go about changing personal information

A: Please send an email to [email protected] <mailto:[email protected]> with the new details. We will effect the changes in the membership archive and confirm execution by email. Please do not enter the changed details in the online registration form. Such action is, effectively, a re-registration and will a) skew the membership numbers and b) require administration action such as checking, follow up, deletion

We thank members in anticipation of their co-operation in this regard

Figure 1: THIS IS WHERE THE ONLINE REGISTRATION SECTION IS LOCATED

Figure 2: THIS IS THE START POINT OF THE ONLINE FIELDS TO BE CAPTURED AND WHICH DELIVER INTO OUR MEMBERSHIP ARCHIVE

Daar vind daagliks gevalle van herregistrering van skuldbriefhouers wie, deur weereens hulle besondere in die aanlyn registrasievorm in die webperk te voer (soms keer op keer op keer!), vir ons administrasie probleme veroorsaak

Byvoorbeeld, or 6//7/8 Januarie was daar drie en dertig (33) “nuwe” registrasies deur middle van aanlynvorm toevoering. Vanuit die, was slegs nege (9) eintlik ware nuwe registrasies. Die ander was almal “duplikasies” en het ondersoek vereis asook e-pos navraag in somminge gevalle. Die meeste is uiteindelik geskrap

Ons vra lede wat alreeds geregistreer het (al hoe lank verlede) om ASSEBLIEF nie, vir watter rede ookal, hulle besonderhede weer in die aanlynvorm te voer nie!

Om leiding te gee, lees asb. hierdie V & A:

V: Waar in die webperk is die aanlyn registrasievorm?

A: ‘n Besoeker aan die webwerf blaai af tot by hierdie punt

Die aanlynvorm begin hier:

V: Wat is die doel van die aanlyn registrasievorm?

A: Om ‘n Nova Skuldbriefhouer te laat by NDCAG as lid registreer. ‘n Skukldbriefhouer mag net een keer geregistreer word. Eintlik, slegs een registrasie word benodig, maak nie saak hoeveel skuldbrief sertifikate die geregistreerder besit nie

V: Hoe weet Skuldbriefhouers dat hulle wel geregistreer is?

A: Hulle ontvang ‘n e-pos, outomaties en onmiddelik gegenereer deur ons stelsel, wat hulle regsitrasie bevestig. Die aanhangsel tot die e-pos bevat al die besonderhede wat die geregistreerde toegevoer het. Hierdie e-posse wys dat hulle van NDCAG Sign Up afkomstig is

V: Sal NDCAG ooit vir ‘n lid (Skuldbriefhouer/Debentures Creditor, Makelaar/Broker of Ander/Other) vra, om watter manier ookal, om weer te registreer deur middel van die aanlynvorm?

A: Nee. Die argief van geregistreerdes, so ver dit Skuldbriefhouers (Debenture Creditors) betref is die amptelike bewys van ons lidmaatskap wat, op ‘n toekomstige stadium, sal gebruik word om vir Nova te bewys dat ons wel ‘n betekenisvolle lidmaatskap onder die totale hoeveelheid Skuldbriefhouers het. Om dié rede, is dit uiters noodsaaklik dat dié rekord, ten alle tye, absoluut korrek en suiwer moet wees

V: Hoe sou ‘n lid persoonlike besonderhede in die record verander kry?

A: Stuur asb ‘n e-pos aan [email protected] <mailto:[email protected]> met die nuwe besonderhede. Ons sal die veranderings in die rekord aanbring en n’ bevestiging deur e-pos terugstuur. Moet asseblief nie die besonderhede in die aanlynvorm toevoer dekend dat dit uitvoering aan die veranderings sal gee nie

Ons dank lede in afwagting van hul samewerking in hierdie verband

If you have not yet given your proxy to Herman Lombaard (or even someone else outside of NDCAG):

YOUR PROXY VOTE IS NEEDED!!!!!!

It’s not too late! Do it in the interest of all Debenture Holders!

If you have received the meeting notification email from Nova, the proxy form is at the bottom of the mail

If you have more than one email, do them all!

You have as many votes as emails received

Click on this link www.ndcag.co.za/2021/12/ to go to our 30 December web site post with guidance on proxy form completion

At the bottom of this post there is an example of a completed proxy form

Please email your completed proxies to Herman Lombaard at [email protected] <mailto:[email protected]> *** Don’t forget to date and sign the forms***

If you have not yet received an email or emails, from Nova, it’s also not too late to take action

Call them on 012 425 5000. Have your Debenture Certificate numbers handy. They will identify how many votes you have and send you the relevant number of emails. Then complete the proxies and send to Herman Lombaard – as soon as possible but by Sunday 9th latest

We urge you to participate – we need to defeat Nova on this one. If they don’t succeed they will be up against the CIPC who insist that the debenture repayment deadline is 20 January. If the vote goes against approval of J Tromp as the new Trustee, Nova will not be able to engineer an extension of the deadline and that may lead to CIPC forcing the issue

There are various scenarios that could eventuate but perhaps the best one for the Debenture Holders might be that the company be placed under administration. This might (or would?) side-line Connie Myburgh and his cronies and the focus of the business might return to its original purpose, viz REPAYMENT OF THE DEBENTURES!!!!!

Thank you

PLEASE NOTE THAT THE ONLINE REGISTRATION FORM IN THIS WEB SITE IS TO BE USED ONLY FOR NEW REGISTRATIONS

Once a person has registered with us via the online form, an automated confirmation response is sent via email – from NDCAG Signup. Thereafter, members must, please, not use the online registration form channel – for any reason whatever

If a registered member has a subsequent need to change any of the detail originally submitted, or any queries, they should please address us via email to [email protected] <mailto:[email protected]> . We will make the necessary changes in the membership record

Repeated “registrations” via the online form create extra administration and also distort our membership total

We admit that we have not performed well as regards response to received emails in the past is concerned, but undertake to rectify this and respond promptly in future

We thank members for their co-operation in this regard