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South Africa Case Law

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Commercial And Corporate [2023] ZAGPJHC 1270

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
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Commercial And Corporate [2019] ZAGPJHC 263

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 In this case, the appraisal application was not validly instituted by the registered shareholder, Nominees, and was withdrawn.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…

Source excerpt

  • Companies Act 2008
  • Appraisal Rights
  • Shareholder Rights
  • Scheme Of Arrangement
  • Fair Value Determination
  • Waiver Of Rights
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Commercial And Corporate [2017] ZAGPPHC 73

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…

Source excerpt

  • Promotion Of Access To Information Act
  • Appraisal Rights
  • Shareholder Protection
  • Fair Value Determination
  • Company Records Access
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Commercial And Corporate [2013] ZAECGHC 109

Feni v Gxothiwe and Another (2369/2013)

Feni v Gxothiwe and Another (2369/2013) [2013] ZAECGHC 109; 2014 (1) SA 594 (ECG) (7 November 2013)

Court
Eastern Cape High Court, Grahamstown
Case number
2369/2013
Judge
C Plasket

The court found that the first respondent's conduct was grossly oppressive, unjust, and inequitable to the applicant, including exclusion from management, unauthorised withdrawals, donation of assets, and placing the applicant's property at risk. The applicant established a case for relief under section 49 of the Close Corporations Act. Although the applicant did not provide evidence of the fair value of the first respondent's member's interest, this was due to the respondent's oppressive conduct, which denied her access to necessary information. The court held that it would be unjust to deny…

Source excerpt

  • Close Corporation Member Removal
  • Oppressive Conduct
  • Fair Value Determination
  • Management Divestment
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About this LexChat collection

South Africa decisions are organised by court, judge, legal area and indexed issue so a practitioner can move from a proposition to a citable authority with the surrounding context intact.

Source links and collection timestamps are retained alongside the indexed records.