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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

Complaint lodged with the CIPC (CoR135.1) – Companies Act transgressions (1 July 2026)

As referenced in the Memorandum submitted to the Companies Tribunal (“Tribunal”) on 30 June 2026, I lodged a second formal complaint with the Companies and Intellectual Property Commission (“CIPC”) on 1 July 2026 regarding, in my professional opinion, several contraventions of the Companies Act committed by the Board of Directors of the Nova Group of Companies. On face value, it may appear that this is a duplication of another “Complaint lodged with the CIPC (CoR135.1)” pos

Complaint lodged with the CIPC (CoR135.1) – Companies Act transgressions (18 June 2025)

As referenced in the Memorandum submitted to the Companies Tribunal (“Tribunal”) on 8 July 2026, I lodged a formal complaint with the Companies and Intellectual Property Commission (“CIPC”) on 18 June 2025 regarding, in my professional opinion, several contraventions of the Companies Act committed by the Board of Directors of the Nova Group of Companies. For transparency and ease of reference, a full copy of the CoR135.1 submitted to the CIPC on 18 June 2025 is provided bel

Companies Tribunal – Failure by the Nova Board of Directors to Convene an Annual General Meeting

In terms of section 61(7)(b) of the Companies Act 71 of 2008 (“the Companies Act”), a public company is required to convene an annual general meeting (“AGM”) of its shareholders once in every calendar year, and not more than 15 months after the date of the previous AGM, unless an extension has been granted by the Companies Tribunal (“the Tribunal”) on good cause shown. The last AGM convened by the Board of Directors of the Nova Group was held on 29 March 2025 for the approv

Complaints lodged with the Independent Regulatory Board for Auditors

This Memorandum provides Debenture Holders with an update on the continued non‑finalisation of the Nova PropGrow Group Holdings Limited (“Nova Group”) Annual Financial Statements (“AFS”) for the year ended 28 February 2025, and the actions taken in response to concerns regarding statutory non‑compliance, tax arrears, and potential audit‑related irregularities. 1. Statutory non‑Compliance with Section 30 of the Companies Act Section 30 of the Companies Act requir

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

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

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 conta

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

Debentures linked to Amogela Mall / Liberty Mall

Executive Summary – Debentures linked to Amogela Mall / Liberty Mall This Executive Summary provides a high-level overview of the key facts concerning the Debentures associated with the Amogela Mall / Liberty Mall property. 1. Initial transfer values The Amogela Mall / Liberty Mall property was transferred from the Sharemax Group of Companies to the newly established Nova Group of Companies at the following values: - Property Value R 118,559,056 - Debenture Value R 120,226,03

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

Final response from the Trustee of the Debenture Trust on the factually incorrect statements made by the Board of Directors in reply to my prior media response.

15 August 2025 Sent via email to all Board Members Dear Sir/Madam FINAL RESPONSE FROM THE TRUSTEE OF THE DEBENTURE TRUST ON THE FACTUALLY INCORRECT STATEMENTS MADE BY THE BOARD OF DIRECTORS IN REPLY TO MY PRIOR MEDIA RESPONSE. Background Moneyweb published an article on 19 June 2025 under the headline ‘Sharemax rescue vehicle on the brink as creditors circle - Moneyweb’. The article included a link to an email dated 13 June 2025, sent by Mr. Myburgh in response to questions s

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 Debenture Trust, and to address the Board of Directors (“Board”) of the Nova Group of Companies’ (“Nova”) deliberate withholding of such payments. Introduction On the introduction section of the ‘Debenture Trust Communication Page’ I make the following declaration: ‘This is a remunerated position, and I take the responsibility seriously. While

Acceptance of appointment 19 January 2022

Appointment blog In terms of Clause 15.4 of the Debenture Trust Deed, the newly appointed Trustee, ‘the new trustee shall, by notice in writing to the company, signify Its acceptance of the appointment and shall thereafter be vested with all the rights, powers, authorities and privileges and be subject to all the trusts and obligations set out in this deed, as if it has originally been appointed trustee, other than any liability for breach of trust by any former trustee. Th

Appointment meeting 18 January 2022

The postponed meetings will be held on 18 January 2022 at the same venue and at the same times as indicated in the Notices dispatched. Upon the resumption of the meetings on 18 January 2022 the approval of Mr Tromp’s appointment was put to the vote and debenture holders who were present in person and represented by proxy, and who exercised their vote in respect of Mr Tromp’s nomination, resolved to approve Mr Tromp’s appointment by the requisite majority of votes, being not

Feedback from meeting 11 January 2022

Notices for ordinary Debenture Holder meetings which were to be held on 11 January 2022 were dispatched to debenture holders informing them of meetings. The quorum for the meetings consists of the debenture holders present in person or by proxy and holding in the aggregate not less than 10% of the number of relevant debentures of any particular relevant class of debenture. The quorum requirements were not met and the meetings were postponed for 7 days. The postponed meeti

Notice of Meeting to appoint new Trustee

Notices of meetings to be held on 11 January 2022 at The Capital Menlyn Maine in Pretoria was sent by the Nova Group of Companies to approve the appointment of Mr J Tromp as the new Trustee in terms of the Debenture Trust Deed.

Trust Deed

To ensure transparency, all Debenture Holders should have access to the Debenture Trust Deed and its annexures. Attached herewith, please find the following documents for your reference: - Debenture Trust Deed - Annexure A – A scheme of arrangement between income plan related public and private companies and the trust recorded in appendix appi to this arrangement document and their creditors and shareholders in terms of the provisions of section 311 of the companies act,

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 Directors

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 recorded

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