South Africa Case Law

Caxton And CPT Publishers And Printers Limited v Media 24 Proprietary Limited and Others (136/CAC/March 2015)

Caxton And CPT Publishers And Printers Limited v Media 24 Proprietary Limited and Others (136/CAC/March 2015) [2015] ZAWCHC 209 (25 November 2015)

Court

Western Cape High Court, Cape Town

Case number

136/CAC/March 2015

Judges

N P Boqwana, Davis, Rogers

The court found that the new management agreement, when read with Novus's MOI and the Companies Act, subjected all of Retief's powers to the overriding authority of the board. This change eliminated Retief's material influence over Novus's strategic policy, ending the previous joint control arrangement. The transition from joint (or dual) control to sole control by Media 24 constituted a notifiable merger under the Competition Act. The Tribunal erred in focusing on the practical exercise of powers rather than the legal entitlement. The court held that Caxton had a sufficient interest to seek…

Source excerpt

• Merger Notification
• Change Of Control
• Material Influence
• Companies Act Compliance
• Listing Requirements
• Operational Independence

Caxton and CTP Publishers and Printers v Media 24 Proprietary Limited and Others (136/CAC/March 2015)

Caxton and CTP Publishers and Printers v Media 24 Proprietary Limited and Others (136/CAC/March 2015) [2015] ZACAC 5; [2015] 2 CPLR 354 (CAC) (25 November 2015)

Court

Competition Appeal Court

Case number

136/CAC/March 2015

Judges

Boqwana, Davis, Rogers

The Court held that Novus’s new management agreement gave the board final authority, ending Retief’s joint control and requiring merger notification.

• Merger Notification
• Change Of Control
• Material Influence
• Companies Act
• Listing Requirements
• Management Agreement

Johnnic Holdings Limited and Hosken Consolidated Investments Limited CC (65/FN/Jul05)

Johnnic Holdings Limited and Hosken Consolidated Investments Limited CC (65/FN/Jul05) [2005] ZACT 69; [2005] 2 CPLR 508 (CT) (21 October 2005)

Court

Competition Tribunal

Case number

65/FN/Jul05

Judges

L. Reyburn, D. Lewis, T. Orleyn

The Tribunal found that HCI's 40% shareholding in Johnnic did not constitute control under section 12(2)(g) of the Competition Act, given the presence of substantial and experienced institutional shareholders holding the majority of shares and the lack of board representation or voting arrangements by HCI. There was no evidence of joint control with shareholders who had given irrevocable undertakings to sell shares. The Tribunal distinguished the present case from the Gold Fields/Harmony cases, noting the absence of a voting agreement or coalition that would guarantee control. The Tribunal he…

Source excerpt

• Merger Control
• Implementation Prior Approval
• Material Influence
• Declaratory Relief
• Interdict
• Control Definition