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February 2023 Status Report

28 February 2023

Business Rescue Status Report 

ORTHOTOUCH (PTY) LIMITED (“the Company”) REGISTRATION NUMBER 2010/004096/07

ZEPHAN PROPERTIES (PTY) LIMITED (“the Company”) REGISTRATION NUMBER 2003/020174/07 

To Whom It May Concern,

The Companies Act 71 of 2008, as amended, and more specifically section 132(3) thereof, provides that where a company’s business rescue proceedings have not ended within three months after the start of those proceedings, the practitioner must prepare a report on the progress of the business rescue proceedings and update it at the end of every subsequent month until the end of those proceedings. The report must be delivered to all affected persons.

BUSINESS RESCUE PROCEEDINGS:

  1. Commencement of Business Rescue: 7 November 2019.
  2. Appointment of Business Rescue Practitioner (BRP) – J du Toit: 14 November 2019.
  3. First Meeting of Employees: 27 November 2019
  4. First Meeting of Creditors: 28 November 2019
  5. Business Rescue Plan filing date: 31 March 2020
  6. Special creditors meeting: 10 January 2023 via MS Teams (please see link in the body of the report)
  7. Claim Registration Site: Live on 1 February 2023
  8. Registration extended to 21 March 2023
  9. 2nd Creditors meeting to take place on 31 March 2023

BUSINESS PROGRESS

  1. Continuance of the Business
    1. I can confirm that I am constantly engaging with the officers of Orthotouch and Zephan in ensuring the continuance of the business in the absence of Nic Georgiou.

    2. The shareholder trust has identified the replacement director and the appointment is in process.

  2. Properties

    1. We continue to have full control over the properties.

    2. We have restructured the admin duties and functions. DTB has appointed an independent management company to oversee the remaining properties which has already shown an increase in monthly income. We continue to engage with them in regard to the running of the properties and the collection of rental income.

    3. We have received various offers to purchase on 3 properties in the value of R11 200 000.00 (excl. VAT) and we are in the process of the sale and transfer of these properties.

    4. We are looking at selling the properties due to the income and expense on such properties not being viable, especially on the Weltevreden Park Property seeing as the 2 portions currently being sold are vacant.

    5. We have received an offer to purchase on the Goldwill Property with the purchaser looking to occupy a portion of the property.

  3. The appointment of an Executor for the Estate Late of Nic Georgiou was appointed and I am engaging with the Executor representative to the extent that may be necessary. The original executor has passed away, but the new appointment has taken place.

  4. Proposer Involvement

    1. I wish to confirm in order to streamline the process and for the ease of the Investors, the share option will no longer be an option and that there will be a cash option only, moving forward.

    2. The online portal which will be used for the verification of creditors and their claims will be live from 1 February 2023 and can be accessed from the following link: https://orthotouch.creditorsinfo.org/ This same online portal will be used for the voting process regarding the Amended Drafted Business Rescue Plan, which, once the creditors claim has been vetted will be made available.

    3. Notifications have been issued to all creditors with instructions on how to proceed, such instructions are also available on the site.

    4. Notifications have been published and sent by way of various newspapers, registered post, emails as well as SMS’s. This is to ensure that all investors receive notifications and are guided in correctly registering their claim to prevent the exclusion of any investor.

  5. Business Rescue Plan and Process

    1. Now that the declarator judgement has been received, I have finalised and redrafted a revised plan.

    2. The repayment of the creditors’ claims, once vetted through the online portal, will be done via a cash payment. The share option will no longer be applicable.

    3. A special creditors meeting took place on Tuesday, 10 January 2023. Please see the below link to the recording of special creditors meeting: Orthotouch (Pty) Ltd _ Zephan Properties (in BR) _ Special Creditors Meeting-20230110_105324-Meeting Recording.mp4

    4.  
  6. Auditing

    1. As previously stated, we are permanently engaging with the auditor in finalising the financial statements.

    2. The auditor is constantly in the process of updating the AFS to get same up to date. My advices in this regard will follow in due course.

    3. It is our intention to finalise the AFS to date as soon as possible.

    4. We are currently engaging with SARS on this matter however we need to finalise all financials to date before we can file the AFS for Orthotouch and Zephan.

    5. For both Orthotouch and Zephan to be updated, the shareholders and the connection to the shareholders also need to be updated as a group to finalise the intercompany loans and group entities in conjunction with the Companies.

  7. I continue, as always, to exercise my duties as Business Rescue Practitioner and remain in control of the businesses and assets of the Business Rescue Companies.

LITIGATION

  1. As advised in previous reports, certain attorneys persist with litigation in blatant disregard of the provisions of Chapter 6 of the Companies Act, and the moratorium against legal action as regulated by Section 133 of the Companies Act. I will continue to vigorously oppose and defend any legal action duly represented by the Companies’ legal team where the rights of the creditors will be detrimentally affected.

Please see the below link to the various litigation matters which is currently ongoing: Letter dated 10 March 2021 in regard to the Declarator: https://1drv.ms/b/s!Aq7VguEjA8oSg4RV47GmOtzsPTv9_w?e=CTfni5

 

The judgement to the Declarator was received on Thursday, 8 December 2022. Please see the below link to the judgement: https://1drv.ms/b/s!Aq7VguEjA8oShqQ3e39OgQXayCBqhA?e=npBSWS

Letter dated 12 March 2021 in regard to the ongoing litigation matters:

https://1drv.ms/b/s!Aq7VguEjA8oSg4RZ_jnAvfHWar5oFA?e=BILJgD

     3. The “Black Application”

    1. This application is in regard to a group of creditors looking to attach funds held by the receiver in the previous Scheme of Arrangement.

    2. Such funds are currently under my control in an investment trust account which is held by attorneys in the amount of R 1.2 million.

    3. We are opposing such application as I am of the opinion that the funds belong to ALL creditors and not only a small portion of the creditors.

     4. The Litigation status report, in terms of the Companies Act, pertaining to all litigation matters has been published in terms of the Companies Act

and is available inter alia via the Orthotouch *website.   

* WWW.ORTHOTOUCH.CO.ZA

 

HIGHVELD SYNDICATION INVESTORS / SHAREHOLDERS:

All creditors / investors are to register their claims on the online portal by 21 March 2023 whereafter we will continue with the process. The Online Portal for registration together with step-by-step instructions for registration can be accessed at the following link: https://orthotouch.creditorsinfo.org/

Yours faithfully

Jacques Du Toit
Director & Senior Business Rescue Practitioner
DTB Business Rescue
B.Proc, Dip. Tax, Attorney, Notary, Conveyancer

February 2023 Status Update