Capital Appreciation Ltd v First National Nominees (Pty) Ltd 2022 ZASCA 85 - The connection between share re-acquisitions, schemes of arrangement, and appraisal rights under the Companies Act 71 of 2008

Abstract

This note analyses the judgment of the Supreme Court of Appeal in Capital Appreciation Ltd v First National Nominees (Pty) Ltd 2022 ZASCA 85 pertaining to the issue of whether the appraisal rights in section 164 of the Companies Act 71 of 2008 (the Companies Act) apply to a share re-acquisition of more than 5% of a company's issued shares in terms of section 48(8) of the Companies Ac. This judgement is significant in that it highlights the connection between, and the proper interpretation of the statutory regime created by, sections 48, 114, 115, and 164 of the Companies Act as well as the rationale underpinning this statutory regime. The note examines the main issues raised by the judgement as well as the impact that the amendments proposed by the Companies Amendment Bill [B27-2023] will have on this area of company law if this Bill is passed into law.