Property Promotions & Management (Pty) Ltd and Others v Securities Regulation Panel and Others (2011/6086) [2013] ZAGPJHC 282 (15 November 2013)

Property Promotions & Management (Pty) Ltd and Others v Securities Regulation Panel and Others (2011/6086) [2013] ZAGPJHC 282 (15 November 2013)

The court found that the second applicant lacked locus standi to review the Securities Regulation Panel's decision, as it was not a shareholder at the time the 35% threshold was crossed and the mandatory offer was triggered. The SRP's factual finding that the second applicant was disqualified from being eligible for...

Source-derived case information.

Citation
[2013] ZAGPJHC 282
Parties
Applicant: Property Promotions & Management (Pty) Ltd; Applicant: New Port Finance Company (Pty) Ltd; Applicant: Pinnacle Point Holdings (Pty) Ltd; Applicant: Gardener Ross International Finance (Pty) Ltd; Applicant: Norman Bosman; Respondent: Securities Regulation Panel; Respondent: Nedbank Ltd; Respondent: Syfrets Securities Ltd
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
15 November 2013
Case Number
2011/6086
Procedural Posture
Review Application / Judgment on Review Application
Outcome
The review application is dismissed with costs, including the costs of two counsel.
Judges
C. J. Claassen
Legal Topics
Companies Act 1973, Mandatory Offer, Affected Transaction, Locus Standi, Takeover Regulation, Review of Administrative Action
Administrative Law Commercial and Corporate Companies Act 1973 Mandatory Offer Affected Transaction Locus Standi Takeover Regulation Review of Administrative Action

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Summary, issues, holding and outcome

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Parties

Property Promotions & Management (Pty) Ltd

Applicant

New Port Finance Company (Pty) Ltd

Applicant

Pinnacle Point Holdings (Pty) Ltd

Applicant

Gardener Ross International Finance (Pty) Ltd

Applicant

Norman Bosman

Applicant

Securities Regulation Panel

Respondent

Nedbank Ltd

Respondent

Syfrets Securities Ltd

Respondent

Procedural Posture

Review Application / Judgment on Review Application

Legal Issues

  1. 1 Whether the second applicant had locus standi to review the Securities Regulation Panel's decision.
  2. 2 Whether a mandatory offer was required under section 440A of the Companies Act 61 of 1973 when the 35% threshold was crossed.
  3. 3 Whether breaches of the Securities Regulation Panel Code entitled the applicant to relief by way of review.

Ratio Decidendi

The court found that the second applicant lacked locus standi to review the Securities Regulation Panel's decision, as it was not a shareholder at the time the 35% threshold was crossed and the mandatory offer was triggered. The SRP's factual finding that the second applicant was disqualified from being eligible for a mandatory offer was not challenged and is dispositive. The rationale of the SRP Code is to protect existing shareholders at the time of control change, not those who acquire shares subsequently. Remedies for breach of the Code are either for the SRP to approach the court or for affected parties to claim damages, not for subsequent shareholders to seek review. The review...

Court Disposition

The review application is dismissed with costs, including the costs of two counsel.

Orders

  • The review application is dismissed with costs, including the costs of two counsel.