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Nova Debenture Trust

Debenture Trust Communication Page

Jean-Pierre Tromp – Trustee for the Debenture Trust

 

 

Introduction

 

I was appointed as Trustee of the Debenture Trust on 18 January 2022, following the resignation of Mr. Derek Cohen, who served in this role since the Trust's formation on 11 November 2011. My primary responsibility is to look after the interests of the Debenture Holders in their initial investment in the former Sharemax Group of Companies, which has since transitioned into the Nova Group of Companies.

 

This is a remunerated position, and I take the responsibility seriously. While much of the work I have undertaken since my appointment has gone unnoticed, I remain committed to fulfilling my duties with integrity and diligence.

 

 

Clarifying Misstatements

 

It has come to my attention that various statements made by the Board of Directors of the Nova Group of Companies contain factual inaccuracies. These inaccuracies have the potential to mislead stakeholders and create false narratives.

 

To address this, I have created this communication page as a transparent platform to:

  • Correct misinformation

  • Share updates and insights

  • Provide clarity on matters affecting Debenture Holders

 

If you are aware of any statements or publications that require clarification, I encourage you to bring them to my attention.

 

 

Contact Information

 

Please feel free to reach out to me directly for any queries, concerns, or feedback:

MEDIA STATEMENTS

Nova PropGrow Group Holdings Limited - Potential R 414,694,327 Debenture shortfall

Following the publication of a Memorandum concerning twelve groups of Debenture Holders, collectively valued at approximately R 414,694,327, who stand to lose, in essence, 100% of their initial investments , I escalated this matter to the Companies and Intellectual Property Commission (“CIPC”) on 30 September 2025 . The escalation was directed specifically to the Registrar of Companies, Adv. Rory Voller , given the seriousness and urgency of the issues raised.   Annexure A c

Statement on the Nova Group’s Financial Position and official Complaint to the CIPC

Based on my review of the Audited Annual Financial Statements (“AFS”) of Nova PropGrow Group Holdings Limited and its Subsidiaries (“Nova” or “the Nova Group”) for the financial years ending 28 February 2022, 28 February 2023, and 29 February 2024, I am respectful of the opinion that the Nova Group is facing severe Going Concern challenges . The indicators reflected in the AFS raise material doubt about the Group’s ability to continue operating in the foreseeable future.   In

Non-compliance with Section 30 of the Companies Act – Audited Annual Financial Statements for the financial year ending 28 February 2025

As at today, 9 March 2026 , more than a year after the end of the 2025 financial year, the audit of the Annual Financial Statements (“AFS”) for the year ending 28 February 2025  remains incomplete. This is deeply concerning, particularly in light of the severe going‑concern risks  the Group has faced over the past several years.   In terms of my interpretation of section 30(1)  of the Companies Act 71 of 2008 (“the Companies Act”), it is explicitly state that a public company

Audited Annual Financial Statements – 28 February 2024

Please find below the full version of the Audited Annual Financial Statements (“AFS”) of Nova PropGrow Group Holdings Limited and its Subsidiaries   for the financial year ended 28 February 2024 .   These AFS have been sourced directly from the Nova Group of Companies’ official website , where they remain publicly accessible. They can also be viewed at the following link: Financial Statements - Nova Property Group   Based on my historical interactions with the Board of Direct

Audited Annual Financial Statements – 28 February 2023

Please find below the full version of the Audited Annual Financial Statements (“AFS”) of Nova PropGrow Group Holdings Limited and its Subsidiaries   for the financial year ended 28 February 2023 .   These AFS have been sourced directly from the Nova Group of Companies’ official website , where they remain publicly accessible. They can also be viewed at the following link: Financial Statements - Nova Property Group   I conducted a detailed review of the published AFS and reco

Audited Annual Financial Statements – 28 February 2022

Please find below the full version of the Audited Annual Financial Statements (“AFS”) of Nova PropGrow Group Holdings Limited and its Subsidiaries  for the financial year ended 28 February 2022 .   These AFS have been sourced directly from the Nova Group of Companies’ official website , where they remain publicly accessible. They can also be viewed at the following link: Financial Statements - Nova Property Group   As this was my first year serving as Trustee of the Debenture

Audited Annual Financial Statements – 28 February 2021

Please find below the full version of the Audited Annual Financial Statements (“AFS”) of Nova PropGrow Group Holdings Limited and its Subsidiaries  for the financial year ended 28 February 2021 .   These AFS have been sourced directly from the Nova Group of Companies’ official website , where they remain publicly accessible. They can also be viewed at the following link: Financial Statements - Nova Property Group   Because this AFS relates to a period prior to my appointment

Audited Annual Financial Statements – 28 February 2020

Please find below the full version of the Audited Annual Financial Statements (“AFS”) of Nova PropGrow Group Holdings Limited and its Subsidiaries  for the financial year ended 28 February 2020 .   These AFS have been sourced directly from the Nova Group of Companies’ official website , where they remain publicly accessible. They can also be viewed at the following link: Financial Statements - Nova Property Group   Because this AFS relates to a period prior to my appointment

Audited Annual Financial Statements – 28 February 2019

Please find below the full version of the Audited Annual Financial Statements (“AFS”) of Nova PropGrow Group Holdings Limited and its Subsidiaries  for the financial year ended 28 February 2019 .   These AFS have been sourced directly from the Nova Group of Companies’ official website , where they remain publicly accessible. They can also be viewed at the following link: Financial Statements - Nova Property Group   Because this AFS relates to a period prior to my appointment

Audited Annual Financial Statements – 28 February 2018

Please find below the full version of the Audited Annual Financial Statements (“AFS”) of Nova PropGrow Group Holdings Limited and its Subsidiaries  for the financial year ended 28 February 2018 .   These AFS have been sourced directly from the Nova Group of Companies’ official website , where they remain publicly accessible. They can also be viewed at the following link: Financial Statements - Nova Property Group   Because this AFS relates to a period prior to my appointment

Audited Annual Financial Statements – 28 February 2017

Please find below the full version of the Audited Annual Financial Statements (“AFS”) of Nova PropGrow Group Holdings Limited and its Subsidiaries  for the financial year ended 28 February 2017 .   These AFS have been sourced directly from the Nova Group of Companies’ official website , where they remain publicly accessible. They can also be viewed at the following link: Financial Statements - Nova Property Group   Because this AFS relates to a period prior to my appointment

Audited Annual Financial Statements – 28 February 2016

Please find below the full version of the Audited Annual Financial Statements (“AFS”) of Nova PropGrow Group Holdings Limited and its Subsidiaries  for the financial year ended 28 February 2016 .   These AFS have been sourced directly from the Nova Group of Companies’ official website , where they remain publicly accessible. They can also be viewed at the following link: Financial Statements - Nova Property Group   Because this AFS relates to a period prior to my appointment

Audited Annual Financial Statements – 28 February 2015

Please find below the full version of the Audited Annual Financial Statements (“AFS”) of Nova PropGrow Group Holdings Limited and its Subsidiaries  for the financial year ended 28 February 2015 .   These AFS have been sourced directly from the Nova Group of Companies’ official website , where they remain publicly accessible. They can also be viewed at the following link: Financial Statements - Nova Property Group   Because this AFS relates to a period prior to my appointment

Audited Annual Financial Statements – 28 February 2014

Please find below the full version of the Audited Annual Financial Statements (“AFS”) of Nova PropGrow Group Holdings Limited and its Subsidiaries  for the financial year ended 28 February 2014 .   These AFS have been sourced directly from the Nova Group of Companies’ official website , where they remain publicly accessible. They can also be viewed at the following link: Financial Statements - Nova Property Group   Because this AFS relates to a period prior to my appointment

Audited Annual Financial Statements – 28 February 2013

Please find below the full version of the Audited Annual Financial Statements (“AFS”) of Nova PropGrow Group Holdings Limited and its Subsidiaries for the financial year ended 28 February 2013 .   These AFS have been sourced directly from the Nova Group of Companies’ official website , where they remain publicly accessible. They can also be viewed at the following link: Financial Statements - Nova Property Group   Because this AFS relates to a period prior to my appointment

Audited Annual Financial Statements – 28 February 2012

Please find below the full version of the Audited Annual Financial Statements (“AFS”) of Nova PropGrow Group Holdings Limited and its Subsidiaries  for the financial year ended 28 February 2012 .   These AFS have been sourced directly from the Nova Group of Companies’ official website , where they remain publicly accessible. They can also be viewed at the following link: Financial Statements - Nova Property Group   Because this AFS relates to a period prior to my appointment

Flora Centre – Debenture Holders stand to lose potentially up to 100% of their initial investment

Executive Summary – Debenture Holders stand to lose potentially up to 100% of their initial investment This Memorandum sets out evidence of a carefully orchestrated plan by the Board of Directors to circumvent the Compliance Notice issued by the Companies and Intellectual Property Commission (“CIPC”). This plan, once executed, will result in a deliberate and complete loss for Debenture Holders in the Carletonville Centre and Range View classes. Furthermore, based on the docum

The missing R 414,694,327

EXECUTIVE SUMMARY The missing R 414,694,327 This Executive Summary presents a high-level overview of the alarming shortfall of R 414,694,327, which poses a serious threat to the investments of thousands of Debenture Holders. Debentures with no underlaying asset According to the audited AFS for the year ended 29 February 2024, approximately R 415 million in Debentures remains outstanding and payable to Debenture Holders, despite the fact that the associated properties have alr

Loan advances by Beneficio Developments (Pty) Ltd

Executive Summary - Loan advances by Beneficio Developments (Pty) Ltd This Executive Summary provides a high-level overview of the loan advances made by Beneficio Developments (Pty) Ltd to two entities within the Nova Group of Companies: Tarentaal Centre Investments (Pty) Ltd and The Village Mall Investments (Pty) Ltd. Important - While these two companies are not directly tied to current Debentures and henceforth do not fall within the domain of the Debenture Trust Deed, the

Trustee Fee – High Court Application

This Memorandum aims to promote transparency regarding the remuneration (“Trustee Fee”) payable to me in my capacity as Trustee of the...

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