Von Siebel and Others v Accentuate Limited and Others (47008/13) [2015] ZAGPJHC 99 (13 March 2015)

Von Siebel and Others v Accentuate Limited and Others (47008/13) [2015] ZAGPJHC 99 (13 March 2015)

The court found that the applicants had already obtained interim relief through the order of 19 December 2013 and that no further interim relief was warranted. The exclusion of the applicants' votes at the annual general meeting was lawful because the applicants failed to comply with the requirements of the Companies Act regarding proxies and disclosure of beneficial interests. The Financial Markets Act does not govern the conduct of company meetings or shareholder voting; these matters fall squarely within the Companies Act. The respondents acted properly in excluding the votes, and the applicants' reliance on Strate directives and the Financial Markets Act was misplaced. The applicants...

Citation
[2015] ZAGPJHC 99
Parties
Applicant: Cron Robert Von Siebel; Applicant: Lalibela Limited; Applicant: Willow Securities CC; Applicant: The Trustees of the Elm Trust; Respondent: Accentuate Limited; Respondent: Computershare Investor Services (Pty) Limited; Respondent: Standard Bank Nominees (Transvaal) (Pty) Limited; Respondent: BNS Nominees (Pty) Limited
Court
South Gauteng High Court, Johannesburg
Jurisdiction
South Africa
Judgment Date
13 March 2015
Case Number
47008/13
Procedural Posture
Urgent Application / Final Judgment Following Interim Interdict and Hearing on Merits
Outcome
Application dismissed with costs, including costs of two counsel.
Judges
RE Monama
Legal Topics
Shareholder Rights, Beneficial Interest, Proxy Voting, Oppressive Conduct, Memorandum of Incorporation, Interim Relief
Commercial and Corporate Civil Procedure Shareholder Rights Beneficial Interest Proxy Voting Oppressive Conduct Memorandum of Incorporation Interim Relief

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 10 Party arguments 2
Sign in to unlock

Parties

Cron Robert Von Siebel

Applicant

Lalibela Limited

Applicant

Willow Securities CC

Applicant

The Trustees of the Elm Trust

Applicant

Accentuate Limited

Respondent

Computershare Investor Services (Pty) Limited

Respondent

Standard Bank Nominees (Transvaal) (Pty) Limited

Respondent

BNS Nominees (Pty) Limited

Respondent

Procedural Posture

Urgent Application / Final Judgment Following Interim Interdict and Hearing on Merits

Legal Issues

  1. 1 Whether the applicants' votes at the annual general meeting were unlawfully and unfairly excluded.
  2. 2 Whether the adoption of certain resolutions was unlawful due to exclusion of votes.
  3. 3 Whether the conduct of the respondents was oppressive or prejudicial under section 163 of the Companies Act.

Ratio Decidendi

The court found that the applicants had already obtained interim relief through the order of 19 December 2013 and that no further interim relief was warranted. The exclusion of the applicants' votes at the annual general meeting was lawful because the applicants failed to comply with the requirements of the Companies Act regarding proxies and disclosure of beneficial interests. The Financial Markets Act does not govern the conduct of company meetings or shareholder voting; these matters fall squarely within the Companies Act. The respondents acted properly in excluding the votes, and the applicants' reliance on Strate directives and the Financial Markets Act was misplaced. The applicants...

Court Disposition

Application dismissed with costs, including costs of two counsel.

Orders

  • The application is dismissed with costs, which costs include the costs of two counsel.