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South Africa decisions
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Geldenhuys and Others v Orthotouch Limited and Others (42334/2014) [2025] ZAGPJHC 743 (24 July 2025)
The High Court dismissed an amendment and rescission application challenging a 2014 scheme of arrangement, finding no erroneous grant or material non-disclosure.
Smith and Others v Georgio and Others (93417/2019) [2025] ZAGPPHC 373 (25 April 2025)
The High Court stayed proceedings pending final determination of a rescission application about a scheme of arrangement and ordered costs against the applicants on a withdrawn transfer application.
Smith and Others v Georgiou and Others (93417/2019) [2024] ZAGPPHC 585 (6 June 2024)
The court refused to separate issues in a derivative-action application arising from the Highveld Syndication collapse and postponed the claim against Cohen.
Cape Investment Property 317 CC and Others v Orion Real Estate Limited (7174/2020) [2023] ZAGPJHC 1270 (7 November 2023)
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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Du Toit N.O v Theron and Partners N.O and Others (4049/2021) [2022] ZAGPPHC 955 (8 December 2022)
The High Court dismissed a BRP’s bid for declaratory relief, holding that prior judgments had already confirmed enforceability of the share buy-back agreements.
Africa Wide Mineral Prospecting and Exploration (Pty) Ltd v Platinum Group Metals (RSA) (Pty) Ltd and Others (31329/2018) [2022] ZAGPJHC 407; 2023 (1) SA 98 (GJ) (14 June 2022)
The High Court held that a challenge to a scheme of arrangement must be brought under section 115 of the Companies Act, and dismissed Africa Wide’s claim.
Sand Grove Opportunities Master Fund Ltd and Others v Distell Group Holdings Ltd and Others (6378/2022) [2022] ZAWCHC 46; [2022] 2 All SA 855 (WCC); 2022 (5) SA 277 (WCC) (13 April 2022)
The High Court held that beneficial owners lacked standing to challenge a scheme resolution under s 115(3)(b), and dismissed late intervention and amendment attempts.
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)
The High Court held that a substantial share buy-back triggered appraisal rights under section 164, and appointed an appraiser to determine fair value.
Marble Head Investments (Pty) Ltd and Others v Niveus Investments and Another (22760/2019) [2020] ZAWCHC 36 (28 April 2020)
The court held that only registered shareholders have locus standi to apply for review of shareholder resolutions under section 115(3)(b) of the Companies Act, not beneficial owners. The nominee shareholders, Standard Bank Nominees (RF) (Pty) Ltd and Ferbros Nominees (Pty) Ltd, were granted leave to intervene as applicants, as they possess the requisite legal interest and voting rights. The court found that it has inherent jurisdiction to condone non-compliance with the statutory ten-day period for intervention, and that the intervention applications were accompanied by adequate explanations…
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Vlok and Others v Georgiou and Others (80811/2014) [2019] ZAGPPHC 953; [2020] 1 All SA 884 (GP) (10 December 2019)
The court found that the applicants satisfied the requirements for certification of a class action. The class of investors in HS 21 and HS 22 is objectively identifiable by reference to their participation in buy-back agreements. There is sufficient commonality of issues, as all claims arise from the same contractual terms. The opt-in and registration fee model, though imperfect, is justified by the practical necessity of funding the litigation and is the only viable option to allow the class action to proceed. The applicants and their attorneys are suitable representatives, having demonstrat…
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