Reezen Limited v Excellerate Holdings Limited and Others (11899/2018)
Reezen Limited v Excellerate Holdings Limited and Others (11899/2018) [2018] ZAGPJHC 409; 2018 (6) SA 571 (GJ) (22 June 2018)
The court found that the share sale and subscription agreement constituted a 'series of integrated transactions' under section 41(3) and 41(4) of the Companies Act, as both transactions were entered into on the same day, involved related parties, and concerned the acquisition of shares in Excellerate. The issue of 56,892,489 new shares to BT exceeded the 30% threshold, requiring shareholder approval by special resolution, which was neither sought nor obtained. The contravention of section 41(3) was clear. The court held that the legislative intent of section 41(3) is to protect shareholders f…
Source excerpt
- Companies Act 71 Of 2008
- Shareholder Approval
- Issue Of Shares
- Series Of Integrated Transactions
- Statutory Voidness
- Minority Protection