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.
- Anthony Boucher
- Aug 16
- 9 min read
Updated: Aug 20
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 sent to both him and Me. Haese (“the Directors”).
In my respectful view, the Directors’ response contained several inaccuracies, which prompted me to address these misstatements. Accordingly, I submitted a formal response to Moneyweb on 24 June 2025, titled “Official Response from the Trustee of the Debenture Trust on the Moneyweb Article of 19 June 2025 – Sharemax Rescue Vehicle on the Brink as Creditors Circle”. This letter prompted Moneyweb to publish an article on 2 July 2025 under the heading ‘Nova trustee takes on Sharemax rescue vehicle board - Moneyweb’.
Following this, the Board of Directors of the Nova Group (“the Board”) issued a reply to Moneyweb, also dated 24 June 2025. Unfortunately, this response once again included various inaccuracies and false statements that risk creating misleading narratives. I have therefore decided to issue this final response to the Board to clarify and correct the record regarding these statements.
Lastly, I must express, on behalf of myself and the thousands of Debenture Holders, our deep concern regarding Nova’s ongoing lack of formal communication. The last official Communique to Debenture Holders was issued on 12 December 2023, over 18 months ago. Compounding this concern is the Board’s repeated non-compliance with Section 30 of the Companies Act, which casts uncertainty over when the Group’s audited Annual Financial Statements (“AFS”) for the financial year ending 28 February 2025 will be made available. As a reminder, the statutory deadline for submission is 31 August 2025.
In light of these issues, I will henceforth communicate directly with Debenture Holders on matters of concern. All such communications, supported by relevant documentation, will be published on my website. A dedicated page has been created to ensure transparency and accessibility for all Debenture Holders.
With respect to the inaccuracies in the Board’s response, I will respond to some of the statements in brief as follows:
‘Mr Tromp has been provided with comprehensive Management Accounts and such related documents as he is entitled to receive in terms of the Debenture Deeds.’
The Board is well aware that this statement if factually false. I am perplexed by the Board’s statement that I have been presented with Management Accounts, let alone ‘comprehensive’ Management Accounts. The application I submitted the High Court is evident of this.
Furthermore, I have copies of the minutes from all the Director Meetings I attended, and I can confirm that on none of these meetings were ‘Management Accounts’ distributed. Additionally, neither the agendas nor the minutes included any item indicating that the ‘Management Accounts’ were discussed. The only standing item closely related to financial reporting was with respect to ‘Nova PropGrow Group’s’:
- Condensed Operating Cash Budget;
- Property Budget; and
- Capital Cash Budget.
‘To the extent to which Mr Tromp has not been provided with information, this happened because Mr Tromp is not entitled to the information in terms of the Debenture Deeds’.
I am once again perplexed by the Board’s assertion. The Debenture Trust Deed contain multiple clauses that explicitly state certain information must be made available to the Trustee. Despite this, the Board continues to promote a narrative that I am ‘not entitled’ to such information.
This matter has already been addressed in detail in the High Court application referenced in my previous communication. The legal arguments and supporting documentation clearly outline the obligations of the Board under the Debenture Trust Deed, and the extent to which those obligations have not been met.
Mr Tromp was provided with a version of the Debenture Register, more than a year ago, which was not acceptable to him, and has since been offered a further version, which is with our attorneys, due to be handed to him, in terms of the said legal proceedings, provided he performs certain actions in terms of the legal proceedings, which he has, to date, failed to do.
The Board is fully aware that the ‘version’ of the Debenture Register provided to me was a significantly diluted version. The issue is not that it was ‘not acceptable’ to me personally, but rather that it was clearly incomplete and did not meet the requirements set out in the Debenture Trust Deed.
As with reference to ‘certain actions’ I must allegedly perform before receiving the complete version, I am not aware of any such conditions. It is possible the Board is referring to the submission of my Supplementary Affidavit, which I acknowledge is still outstanding. This matter will be addressed further below when discussing the Trustee Fee and Legal Fees.
Until we received Mr Tromp's email under discussion, we were not aware of Mr Tromp's complaint/s to the CIPC. We now take note of same, however bizarre such complaint may be, bearing in mind that his avenue to the Nova Group has always been open, albeit ignored by him. We are astounded to learn that Mr Tromp deemed it necessary to approach the CIPC in the circumstances.
It is important to clarify that I am under no obligation, either from the CIPC or under the Companies Act, to provide the Board with a copy of my complaint or to notify them of my submission. In accordance with the Companies Regulations and the provisions of Section 168 of the Companies Act, the CIPC is legally mandated to issue a formal Compliance Notice to the Board should it deem such action necessary following its investigation.
My decision to approach the CIPC is not, as the Board suggests, ‘bizarre’. This action is both lawful and appropriate, taken in response to Nova’s ongoing failure to provide information as required under the Debenture Trust Deed. Additionally, in support of the CoR135.1 submission, I presented several examples which, in my professional opinion, demonstrate that the Board has conducted business in a reckless manner.
While the Board frequently asserts that its ‘door is always open’, this invitation has consistently come with the condition that I may not attend any meeting accompanied by my legal representative. I have always maintained that I am willing to engage, but I must insist on the presence of legal counsel to ensure that discussions are conducted transparently and in accordance with the Debenture Trust Deed.
The Nova Group board has extended numerous invitations to Mr Tromp to meet to discuss his concerns. All invitations have been declined. As at the date thereof, the invitation stands. / The Nova Group invited Mr Tromp to attend board meetings and other ad hoc meetings, which Mr Tromp attended, until it became clear to the board that Mr Tromp is disingenuous and obstructive in his behaviour.
This statement is factually incorrect. I have never declined any invitation from the Board. On the contrary, I have consistently expressed my willingness to meet with the Board, provided that I am allowed to have my legal representative present. This request has repeatedly been denied by the Board, which insists that any meeting must be held with me alone.
In fact, I have welcomed the idea of both parties having their legal representatives present to ensure transparency and accountability. The reasons for this request were clearly elaborated upon in legal correspondence to the Board.
To characterize my conduct as ‘disingenuous and obstructive’ is not only unfounded but also dismissive of the legitimate concerns raised on behalf of thousands of Debenture Holders
There has never existed any reason for Mr Tromp to have incurred legal costs. / He did this out of his own volition, under circumstances where the Nova Group was always available and willing to accommodate him and his concerns, only to have the Nova Group's attempts rebuffed.
The Board’s statement is once again factually incorrect. The reasons are twofold:
i. Trustee Fees
In early 2024, the Board formally resolved to cease payment of Trustee Fees as prescribed in the Debenture Trust Deed. Despite multiple requests for payment of arrear Trustee Fees, the Board has consistently refused, citing my alleged ‘disingenuous and obstructive’ behaviour.
I respectfully invite that the Board to provide specific examples of such behaviour. If the act of requesting access to relevant supporting documentation, Management Accounts, and a complete copy of the Debenture Register, as explicitly permitted under various clauses of the Debenture Trust Deed, is considered ‘disingenuous and obstructive’, then such characterization is deeply concerning.
ii. Access to information
The Debenture Trust Deed grants the Trustee unconditional access to quarterly Management Accounts, supporting documentation, and the complete Debenture Register. Yet, the Board has repeatedly offered various justifications for withholding this information. These include:
- Allegations that I am ‘in cahoots’ with Moneyweb;
- Claims that I misinterpret my duties under the Debenture Trust Deed; and
- Conditions that I must meet with the Board without legal representation to determine whether the information should be disclosed to me as Trustee.
Respectfully, the Board has never voluntarily provided the Trustee with the information required under the Debenture Trust Deed. The reasons for this are evident and clearly outlined in my Notice of Motion submitted to the High Court, including:
- Arrears in VAT payments to SARS – Refer to Notes 11 and 16 of the AFS;
- Arrears in Income Tax payments to SARS – Refer to Notes 24, 25 and 27 of the AFS; and
- Failure to remit utility charges collected from tenants to the respective municipalities.
Disclaimer – The statements made above is based on my professional interpretation of the 28 February 2022, 28 February 2023 and 29 February 2024 AFS as well as third party information obtained.
Given these circumstances, I had no alternative but to approach the High Court for a ruling.
With respect to the ‘certain actions’ referenced under point 3 – I wish to clarify that I am personally financing this application on behalf of the Debenture Holders to ensure they receive a truthful account of the current state of affairs, as they are entitled to. The delay in submitting the Supplementary Affidavit is due to the time required to secure sufficient personal funding for my legal representatives. Furthermore, the Board has formally resolved to withhold payments owed to me in my capacity as Trustee. I regard this as a deliberate attempt, particularly by the Remuneration Committee, to hinder my ability to carry out my fiduciary duties effectively.
With respect to the Fee Application submitted to the High Court – This matter was unopposed. I will therefore share my full Founding Affidavit and supporting annexures to demonstrate the extent to which I had to go, including incurring significant legal fees, to compel the Board to fulfil its duties under the Debenture Trust Deed.
I therefore categorically reject the Board’s assertion that the costs I incurred were voluntary. The Board has clearly been obstructive and evasive in sharing critical information that must be disclosed to the thousands of Debenture Holders.
The Nova Group has paid Mr Tromp more than R2.1 Million, since his appointment as Trustee some 3 years ago.
For once, a statement by the Board is factually correct. However, it requires important clarification. The total amount includes VAT of R 277,500, resulting in a net amount of R 1,850,000 paid to me as Trustee. For the record – the monthly Trustee Fee amounts to R 50,000, excluding VAT.
It must also be noted that, as of March 2025, the Board has unilaterally decided again to withhold further payments to me, despite the Debenture Trust Deed clearly stating that the Trustee Fee is payable unconditionally. The reason provided by the Board is as follows – ‘As so many times in the past, I advise that you not being paid has nothing to do with being in a position to pay. It has to do with your behaviour. We are in a position to pay, but choose not to pay.’
This statement is deeply concerning. It confirms that the Board is deliberately withholding payment of contractually obligated fees based on subjective judgments of my conduct, conduct which, as previously stated, consists of fulfilling my fiduciary duties clearly outlined under the Debenture Trust Deed.
Mr Tromp's choosing to spend R800 000.00 on unnecessary legal fees, is of his making and his choice.
Once again, the Board’s statement is factually incorrect. I had no alternative but to approach the High Court, firstly, to compel the Board to pay the monthly Trustee Fee, which is unconditionally prescribed in the Debenture Trust Deed and secondly, to request legal clarification with respect to the Trustee’s access to the information clearly outlined in the Debenture Trust Deed.
In December 2024, the Chairman of the Board contacted me by phone and indicated that the Board would 'see what they can do' regarding the payment of the outstanding Trustee Fees. During the same conversation, the Chairman also mentioned that the Board intended to request an extension for filing their Answering Affidavit in the Information Application.
I remain adamant that the information I have requested falls squarely within my duties as Trustee. The Board’s refusal to provide access to this information appears to be a deliberate attempt to prevent disclosure of the true state of affairs regarding the interest of the Debenture Holders.
In Conclusion
I act on behalf of thousands of Debenture Holders who are entitled to transparency and accountability. I will continue to fulfil my fiduciary duties, regardless of the obstacles, because the Debenture Holders deserve to know the truth.
Jean-Pierre Tromp
In my capacity as Trustee of the Debenture Trust
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