Loest v Gendac (Pty) Ltd and Another (17699/2016) [2017] ZAGPPHC 73; 2017 (4) SA 187 (GP) (3 March 2017)

Loest v Gendac (Pty) Ltd and Another (17699/2016) [2017] ZAGPPHC 73; 2017 (4) SA 187 (GP) (3 March 2017)

The court held that section 164 of the Companies Act provides a comprehensive mechanism for dissenting shareholders to obtain fair value for their shares, including the ability to approach the court for determination of fair value and for the court to appoint appraisers and order disclosure of necessary information. The applicant failed to establish that the requested information was reasonably required for the exercise of his appraisal rights under PAIA, as the statutory process under section 164 already provides for access to relevant information through the court. The mere existence of a right and information does not entitle a requester to access; there must be a demonstrated element...

Citation
[2017] ZAGPPHC 73
Parties
Applicant: Hein Cilliers Loest; Respondent: Gendac (Pty) Ltd; Respondent: Sefeko (Pty) Ltd
Court
North Gauteng High Court, Pretoria
Jurisdiction
South Africa
Judgment Date
3 March 2017
Case Number
17699/2016
Procedural Posture
Review Application / Final Judgment on Application for Access to Information Under PAIA
Outcome
Application dismissed with costs, including costs of two counsel, except for costs relating to the striking-out application, which are to be borne by the respondents jointly and severally.
Judges
K La M Manamela
Legal Topics
Promotion of Access to Information Act, Appraisal Rights, Shareholder Protection, Fair Value Determination, Company Records Access
Commercial and Corporate Civil Procedure Promotion of Access to Information Act Appraisal Rights Shareholder Protection Fair Value Determination Company Records Access

Case Brief

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Parties

Hein Cilliers Loest

Applicant

Gendac (Pty) Ltd

Respondent

Sefeko (Pty) Ltd

Respondent

Procedural Posture

Review Application / Final Judgment on Application for Access to Information Under PAIA

Legal Issues

  1. 1 Whether the applicant, as a dissenting shareholder, is entitled to access company records under PAIA for the purpose of exercising appraisal rights under section 164 of the Companies Act.
  2. 2 Whether section 164 of the Companies Act provides an exclusive remedy, thereby precluding access to information under PAIA.
  3. 3 Whether the information sought is 'reasonably required' for the exercise or protection of the applicant's rights.

Ratio Decidendi

The court held that section 164 of the Companies Act provides a comprehensive mechanism for dissenting shareholders to obtain fair value for their shares, including the ability to approach the court for determination of fair value and for the court to appoint appraisers and order disclosure of necessary information. The applicant failed to establish that the requested information was reasonably required for the exercise of his appraisal rights under PAIA, as the statutory process under section 164 already provides for access to relevant information through the court. The mere existence of a right and information does not entitle a requester to access; there must be a demonstrated element...

Court Disposition

Application dismissed with costs, including costs of two counsel, except for costs relating to the striking-out application, which are to be borne by the respondents jointly and severally.

Orders

  • The application is dismissed.
  • The applicant is directed to pay the costs of the application, including costs consequent upon the employment of two counsel, except for costs relating to the striking-out application, which are to be borne by the first and second respondents jointly and severally.