Sand Grove Opportunities Master Fund Ltd and Others v Distell Group Holdings Ltd and Others (6378/2022) [2022] ZAWCHC 46; [2022] 2 All SA 855 (WCC); 2022 (5) SA 277 (WCC) (13 April 2022)

Sand Grove Opportunities Master Fund Ltd and Others v Distell Group Holdings Ltd and Others (6378/2022) [2022] ZAWCHC 46; [2022] 2 All SA 855 (WCC); 2022 (5) SA 277 (WCC) (13 April 2022)

The court held that only registered shareholders who voted against the resolution approving the scheme of arrangement have standing to bring a review under s 115(3)(b) of the Companies Act. The applicants, as beneficial owners, were not registered shareholders and did not hold proxies from the registered holders; thus, they lacked standing. The nominee companies, as registered shareholders, sought to intervene after the statutory time limit had expired, but the court found no inherent or implied power to condone non-compliance with the statutory time bar. The application to amend the notice of motion to seek declaratory relief was dismissed, as the Companies Act provides an exclusive...

Citation
[2022] ZAWCHC 46
Parties
Applicant: Sand Grove Opportunities Master Fund Ltd; Applicant: Sand Grove Tactical Fund LP; Applicant: Investment Opportunities SPC; Applicant: New Holland Tactical Alpha Fund LP; Applicant: Prelude Structured Alternatives Master Fund LP; Respondent: Distell Group Holdings Ltd; Respondent: Heineken International B.V.; Respondent: Sunside Acquisitions Ltd
Court
Western Cape High Court, Cape Town
Jurisdiction
South Africa
Judgment Date
13 April 2022
Case Number
6378/2022
Procedural Posture
Urgent Application / Application for Leave to Review Shareholders' Resolution Under S 115(3)(b) of the Companies Act; Application for Amendment of Notice of Motion; Application for Intervention by Nominee Companies
Outcome
All applications dismissed. Applicants and intervening nominee companies refused leave to proceed or intervene. Costs awarded against applicants and intervenors, including costs of two counsel.
Judges
Binns-Ward
Legal Topics
Scheme of Arrangement, Shareholder Rights, Standing, Companies Act 2008, Urgent Interdict, Review of Shareholder Resolution
Commercial and Corporate Civil Procedure Scheme of Arrangement Shareholder Rights Standing Companies Act 2008 Urgent Interdict Review of Shareholder Resolution

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 15 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Sand Grove Opportunities Master Fund Ltd

Applicant

Sand Grove Tactical Fund LP

Applicant

Investment Opportunities SPC

Applicant

New Holland Tactical Alpha Fund LP

Applicant

Prelude Structured Alternatives Master Fund LP

Applicant

Distell Group Holdings Ltd

Respondent

Heineken International B.V.

Respondent

Sunside Acquisitions Ltd

Respondent

Procedural Posture

Urgent Application / Application for Leave to Review Shareholders' Resolution Under S 115(3)(b) of the Companies Act; Application for Amendment of Notice of Motion; Application for Intervention by Nominee Companies

Legal Issues

  1. 1 Whether the applicants, as beneficial owners but not registered shareholders, have standing to bring an application under s 115(3)(b) of the Companies Act.
  2. 2 Whether nominee companies may intervene after expiry of the statutory time limit for review.
  3. 3 Whether the meeting approving the scheme of arrangement was properly constituted under the Act and Distell's MoI.

Ratio Decidendi

The court held that only registered shareholders who voted against the resolution approving the scheme of arrangement have standing to bring a review under s 115(3)(b) of the Companies Act. The applicants, as beneficial owners, were not registered shareholders and did not hold proxies from the registered holders; thus, they lacked standing. The nominee companies, as registered shareholders, sought to intervene after the statutory time limit had expired, but the court found no inherent or implied power to condone non-compliance with the statutory time bar. The application to amend the notice of motion to seek declaratory relief was dismissed, as the Companies Act provides an exclusive...

Court Disposition

All applications dismissed. Applicants and intervening nominee companies refused leave to proceed or intervene. Costs awarded against applicants and intervenors, including costs of two counsel.

Orders

  • Condonation for urgency granted under Uniform Rule 6(12).
  • Application to amend notice of motion refused.