Renewal of Cautionary
PEMBURY LIFESTYLE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/205899/06)
(“PLG” or “the Company”)
ISIN Code: ZAE000222949 JSE Code: PEM
RENEWAL OF CAUTIONARY
Shareholders are referred to the previous cautionary announcements published on SENS, the last being
on 28 March 2023. Shareholders are advised that the following progress has been made to date:
Update on the Schools
Raslouw
The Department of Education sent a final letter to shut down the school until the correct rezoning is in
place.
Carlswald
The company received a letter from the city of Johannesburg for unauthorized use of the property and
has been ordered to shut down the school until the rightful zoning is in place.
Willowview
The application for Umalusi was submitted in mid-January 2023. The school is working on ensuring that
Umalusi is accredited again, great progress has been made.
Springs
The school is currently in the process of applying for an EMIS extension to Grade 12. The Town Planner
has applied to city of Ekurhuleni and great progress has been made.
Verityhurst Proprietary Limited (“Verityhurst”) – convertible loan
Shareholders are advised that Verityhurst continues to provide funding for the renovations of schools
across the group and is glad to announce that following renovations at Willowview, the boarding at
Willowview has been reopened.
Verityhurst will continue to provide funding despite finding out that all of the company’s assets have
been used as collateral. Verityhurst signed a R25M convertible loan which was supposed to be secured
by all the assets of the company, however, it has become evident that all the company’s assets have
been used as collateral meaning the Verityhurst loan was obtained under false pretences. All assets are
not available to secure the Verityhurst Convertible Loan as agreed such as A and N Holdings owned by
Noor Muhammed who entered into a loan agreement with a deceased director where the said director
used the company property as collateral, the said loan amount was never transferred into the company
account, whereas only R1.3M was utilised for the company benefit through an attorney trust account
and the company had sought to settle the balance however the creditor refused to accept the offer
because of the settlement agreement that the creditor signed with the former board members being
advised by former DA and CoSec. Such settlement agreement was signed against the advice of the
current CEO and Finance director of the company. The current CEO and Finance Director picked up
that only R1.3M was utilised by the company but the former board with the advice of the DA saw it fit to
ask that Verityhurst to rather pay this fraudulent transaction and let the company rather claim from the
late estate instead of letting the creditor claim from the late estate. A case was then opened by the
company and the police are handling this fraudulent activity, an update will be announced in due
course.
Van Dyke Inc also has collateral on Sanrock property, Company attorneys are busy handling this issue
and an update will be announced in due course as Verityhurst is also providing funding for the attorneys
to fight for the company and remove this collateral. The company has other two properties which were
purchased for R69 million whereas the ownership transfer of these properties has not taken place which
means the Verityhurst loan was not secured as per the signed convertible loan agreement. This put the
company in a bad position as Verityhurst also discovered that another property that is bonded by a
bank was offered as a second collateral to the A and N Holdings creditor upon the failure of the
company to fulfil the payment of the R1M that was due on the 28 th of February 2023 as per the
settlement agreement signed by the former board of directors advised by the former DA and CoSec. In
light of these revelations, Verityhurst realised that it stands a great chance to lose all the interest-free
loans it provided to the company and for Verityhurst to continue with the funding even though it was
misled the company offered Verityhurst the bank bonded asset as a settlement for all the loan amount
provided thus far, whereas Verityhurst would be responsible for the settlement of the bond amount of
R1.5M. Verityhurst has taken over the property and due to this reason there is enough comfort for the
continuance of funding to the company by Verityhurst. The company has continued to receive funding
after Verityhurst has taken over the said property, which gives the company confidence that Verityhurst
is indeed a reliable funder that will continue to assist the company in bringing it back to its former glory.
In light of these new developments, shareholders are being advised that the current Chairman of the
board Mandla Lamba will be stepping down at the end of June 2023 and a new Chairman will be
announced in due course.
Audits
The audit for 2019 has not yet commenced although an Audit and Risk Committee meeting was held
and the Company decided to focus on the audit of the property subsidiary, where the audit fee has
been settled in full.
Legal
The Company continues to engage with various claims and creditors on a case-by-case basis and in a
constructive manner, as each matter requires proper investigation. Certain matters will be defended
where there is no basis for the claim. Legal counsel is assisting in this regard.
Other changes
There are a number of other changes to the Board and advisors, new committees and a new DA will be
announced in due course.
Renewal of cautionary announcement
In light of the above information, shareholders are accordingly advised to continue to exercise caution
until a further announcement is made.
Johannesburg
16 May 2023
Date: 16-05-2023 03:12:00
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