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…

Source excerpt

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

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

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