South Africa Case Law

Cape Investment Property 317 CC and Others v Orion Real Estate Limited (7174/2020)

Cape Investment Property 317 CC and Others v Orion Real Estate Limited (7174/2020) [2023] ZAGPJHC 1270 (7 November 2023)

Court

South Gauteng High Court, Johannesburg

Case number

7174/2020

Judge

C J Mc Aslin

The applicants established their entitlement to appraisal rights under section 164 of the Companies Act by proving they were dissenting shareholders who voted against the scheme of arrangement and made a timely demand for payment of fair value. The independent expert valuation by Neema Capital, which was undisputed, set the fair value at 50.95 cents per share. The respondent failed to make the required written offer and opposed the application without genuine grounds, warranting a punitive costs order. The court determined interest should run from the effective date of the scheme (2 December…

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• Companies Act Section 164
• Appraisal Rights
• Scheme Of Arrangement
• Minority Shareholder Protection
• Fair Value Determination
• Punitive Costs

TWK Agriculture Holdings (Pty) Ltd v Hoogveld Boerderybeleggings (Pty) Ltd and Others (273/2022)

TWK Agriculture Holdings (Pty) Ltd v Hoogveld Boerderybeleggings (Pty) Ltd and Others (273/2022) [2023] ZASCA 63; 2023 (5) SA 163 (SCA) (5 May 2023)

Court

Supreme Court of Appeal

Case number

273/2022

Judges

Ponnan, Meyer, Weiner, Nhlangulela, Unterhalter

The Supreme Court of Appeal held that the dismissal of exceptions by the full court is not appealable because such orders lack finality; the trial court retains the power to reconsider the legal issues at trial. The doctrine of finality, as articulated in Zweni and affirmed in Maize Board, remains the central principle for determining appealability. The interests of justice standard, while relevant for the Constitutional Court, is not the appropriate criterion for the Supreme Court of Appeal, as it would undermine certainty and the orderly discharge of appellate functions. The only recognised…

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• Appraisal Rights
• Exception Procedure
• Memorandum Of Incorporation
• Finality Of Orders
• Appealability
• Companies Act Interpretation

BNS Nominees (RF) (Proprietary) Limited and Another v Arrowhead Properties Limited and Another (19/39482)

BNS Nominees (RF) (Proprietary) Limited and Another v Arrowhead Properties Limited and Another (19/39482) [2023] ZAGPJHC 37; 2023 (6) SA 441 (GJ) (24 January 2023)

Court

South Gauteng High Court, Johannesburg

Case number

19/39482

Judge

N Manoim

The High Court varied its earlier order to award dissenting shareholders interest at the prescribed legal rate, without compounding, under section 164 of the Companies Act.

• Appraisal Rights
• Companies Act Section 164
• Interest On Judgment Debt
• Court Discretion
• Rule 42 Variation
• Appraisal-rights

Capital Appreciation Ltd v First National Nominees (Pty) Ltd and Others (280/2021)

Capital Appreciation Ltd v First National Nominees (Pty) Ltd and Others (280/2021) [2022] ZASCA 85; 2022 (6) SA 67 (SCA) (8 June 2022)

Court

Supreme Court of Appeal

Case number

280/2021

Judges

Ponnan, Plasket, Nicholls, Tsoka, Phatshoane

The Supreme Court of Appeal held that a company repurchasing more than 5% of its shares must comply with sections 114 and 115, triggering dissenting shareholders’ appraisal rights under section 164.

• Companies Act 2008
• Share Repurchase
• Appraisal Rights
• Minority Shareholder Protection
• Share-repurchase
• Appraisal-rights

BNS Nominees (RF) (Proprietary) Limited and Another v Zeder Investments Limited and Another

BNS Nominees (RF) (Proprietary) Limited and Another v Zeder Investments Limited and Another [2021] ZAWCHC 263; 2025 (4) SA 134 (WCC) (3 December 2021)

Court

Western Cape High Court, Cape Town

Case number

5643/2020

Judge

Nel

The court held that section 164 fair value is not automatically market price and appointed an independent appraiser to assist in valuing dissenting shares.

• Companies Act Section 164
• Appraisal Rights
• Share Valuation
• Minority Shareholder Protection
• Appraisal-rights
• Fair-value

First National Nominees (Pty) Limited and Others v Capital Appreciation Limited and Another (19/41679)

First National Nominees (Pty) Limited and Others v Capital Appreciation Limited and Another (19/41679) [2021] ZAGPJHC 17; 2021 (4) SA 516 (GJ) (5 February 2021)

Court

South Gauteng High Court, Johannesburg

Case number

19/41679

Judge

L. Windell

The High Court held that a substantial share buy-back triggered appraisal rights under section 164, and appointed an appraiser to determine fair value.

• Appraisal Rights
• Scheme Of Arrangement
• Share Buy Back
• Minority Shareholder Protection
• Companies Act Interpretation
• Appraisal-rights

Standard Bank Nominees (RF) (Proprietary) Limited and Others v Hospitality Property Fund Limited (18/17451)

Standard Bank Nominees (RF) (Proprietary) Limited and Others v Hospitality Property Fund Limited (18/17451) [2019] ZAGPJHC 263; [2019] 4 All SA 561 (GJ); 2020 (5) SA 224 (GJ) (12 June 2019)

Court

South Gauteng High Court, Johannesburg

Case number

18/17451

Judge

R M Keightley

The court held that section 164 of the Companies Act requires a dissenting shareholder to institute a court application for determination of fair value within 30 business days of the company's offer. Failure to do so results in the lapsing of the offer and, under section 164(10), reinstates the shareholder's full rights in respect of its shares. In this case, the appraisal application was not validly instituted by the registered shareholder, Nominees, and was withdrawn. As a result, Nominees did not lose its rights and was entitled to exercise all rights in and to its shares, including entitl…

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• Companies Act 2008
• Appraisal Rights
• Shareholder Rights
• Scheme Of Arrangement
• Fair Value Determination
• Waiver Of Rights

Loest v Gendac (Pty) Ltd and Another (17699/2016)

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

Court

North Gauteng High Court, Pretoria

Case number

17699/2016

Judge

K La M Manamela

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 r…

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• Promotion Of Access To Information Act
• Appraisal Rights
• Shareholder Protection
• Fair Value Determination
• Company Records Access

Justpoint Nominees (Pty) Ltd and Others v Sovereign Food Investments Limited and Others (BNS Nominees (Pty) Ltd and Others (878/16)

Justpoint Nominees (Pty) Ltd and Others v Sovereign Food Investments Limited and Others (BNS Nominees (Pty) Ltd and Others (878/16) [2016] ZAECPEHC 15 (26 April 2016)

Court

Eastern Cape High Court, Port Elizabeth

Case number

878/16

Judge

I.T. Stretch

The court held that Sovereign’s appraisal-right condition precedent was not fulfilled or waived, so the scheme never became operative and dissenting shareholders remained entitled to vote.

• Companies Act 71 Of 2008
• Appraisal Rights
• Shareholder Meetings
• Oppressive Conduct
• Section 65 Clarity
• Minority Shareholder Protection