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GEN - General - Command Holdings Limited - Court order
Command Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/014759/06)
Share code : CMA ISIN Code : ZAE000023131
(Command)
Introduction
1 On Wednesday 14 August 2013 an order was granted by the Western Cape High Court ordering that pending the appeal to the Supreme Court of Appeal (leave to appeal having been granted on 2 August 2013) the operation and execution of the orders granted pursuant to the judgment of the Western Cape High Court under the case number 16724/2013, handed down on 24 May 2013, shall not be suspended.
2 The order granted by Yekiso J of the Western Cape High Court on 24 May 2013 declared the late Kalman Drukker, Mohamed Iqbal Parker, Mohamed Shaffie Mowzer, and Francina Mabana Moshesh delinquent in their capacities as directors of Command and placing Cornelius Tobias Vermaak, Yvonne Kelebongile Nono Mohutsioa-Mathabathe, Oscar Setsubi, Mokagabudi Lucky Masilela and Lerato Pretorius on probation in their capacities as directors of Command.
3 As a result of the judgments handed down on 24 May 2013 and 14 August 2013, there are currently no directors in Command.
4 Cape Empowerment Trust Limited (CET) in terms of section 70(4) of the Companies Act 71 of 2008 (as amended) (the Act) convened a shareholders meeting of Command for 30 September 2013.
5 Subsequent to 4 above CET launched an application in the Western Cape High Court under case number 14420/2013, requesting certain relief pertaining to the rights of certain shareholders of Command to vote at the meeting scheduled for 30 September 2013.
6 The trustees for the time being of the Ikwezi Investment Trust (IT 2224/98) (Ikwezi) and the trustees for the time being of the Grapsy Trust (IT 751/95) (Grapsy) launched a counter application under the same case number.
7 On 16 September 2013 the Honourable Mr Justice Dolamo granted an order by agreement between CET, Ikwezi and Grapsy (the Order). The Order is enclosed as A.
The order
8 In terms of the Order, inter alia, :-
8.1 The shareholders meeting of Command scheduled for 30 September 2013 is cancelled;
8.2 A shareholders meeting in terms of section 70(4) of the Act shall take place on 19 November 2013 at 10h00 at the offices of Werksmans Attorneys at 18th Floor, 1 Thibault Square, Cape Town;
8.3 LA Rose Innes SC is appointed as the independent chairperson of the shareholders meeting (the chairperson) to be held on 19 November 2013;
8.4 The chairperson is authorised and directed to instruct Mr L Du Preez of Werksmans Attorneys (Du Preez) to attend to the following :-
8.4.1 to invite all known shareholders of Command (by publication of the order on SENS and by registered post) to submit by 16h00 on 4 October 2013 written nominations of candidates for appointment to the board of directors of Command at the meeting of 19 November 2013; and
8.4.2 to, after 4 October 2013, give notice to all known shareholders of Command (by publication on SENS and by registered post) of the time and place of the shareholders meeting to be held in term of section 70(4) of the Act on 19 November 2013.
9 The chairperson has in the interim instructed Du Preez accordingly.
Nominations
10 The shareholders of Command are hereby invited to submit by 16h00 on 4 October 2013 written nominations of candidates for appointment to the board of directors of Command at the shareholders meeting scheduled for 19 November 2013.
11 All nominations must be accompanied by a Curriculum Vitae in respect of each nominee, acceptable to the chairperson.
12 All nominations (including Curriculum Vitae) must be submitted to Du Preez in writing at :
email : ldupreez@werksmans.com
physical : Werksmans Attorneys
18th Floor
1 Thibault Square
Cape Town
Attention : Louis du Preez
Further conduct
13 Subsequent to the nomination process referred to above notice shall be given to all known shareholders of Command (by publication on SENS and by registered post) of the time and place of the shareholders meeting of Command to be held on 19 November 2013 in terms of section 70(4) of the Act. Such notice shall include a list of all the shareholders nominees, a suitable proxy form, and shall otherwise comply with the chairpersons directions which shall as far as reasonable possible take account of the requirements of the Act and the JSE Limited Listings Requirements.
14 This announcement as well as the notice referred to in 13 above has been or shall also be sent to all known shareholders of Command via registered post.
15 For the avoidance of doubt it is recorded that the shareholders meeting of 30 September 2013 will not proceed.
Louis Du Preez
Werksmans Attorneys
Cape Town
20 September 2013
By order of the Western Cape High Court
A
IN THE HIGH COURT OF SOUTH AFRICA
(WESTERN CAPE HIGH COURT, CAPE TOWN)
On Monday, 16 September 2013
Before the Honourable Mr Justice Dolamo
Case No: 14220/2013
In the matter between:
CAPE EMPOWERMENT TRUST LIMITED Applicant
and
MOHAMED SHAFFIE MOWZER N.O. First Respondent
MOHAMED IQBAL PARKER N.O. Second Respondent
MOHAMED SHAFFIE MOWZER N.O. Third Respondent
HILARY RUTH MOWZER N.O. Fourth Respondent
L A ROSE-INNES, SC Fifth Respondent
COMMAND HOLDINGS LIMITED Sixth Respondent
ORDER
Having heard counsel for the parties and having read the papers filed of record, it is ordered by agreement between Applicant and First to Third Respondents that the application is withdrawn and:
1. The proposed meeting of Sixth Respondent's shareholders on 30 September 2013 is cancelled.
2. A meeting in terms of section 70(4) of the Companies Act, No. 71 of 2008 (the "Act"), convened by the holders of voting rights entitled to be exercised in the election of a director of Sixth Respondent, shall take place 10:00 on 19 November 2013 at the offices of Werksmans Inc, 181h Floor, 1 Thibault Square, Cape Town, for the purpose of electing directors to Sixth Respondent.
3. The Fifth Respondent is appointed as the independent chairperson of the meeting referred to in paragraph 2 above, with all powers set out in the memorandum of incorporation of the Sixth Respondent, the Act, and this order, together with any other power that he may reasonably be required to exercise for the purposes of the meeting and the functions described below.
4. Any notices contemplated in this Order shall be approved by the attorneys of record for the Applicant, the Ikwezi Investment Trust and the Grapsy Trust, prior to their dissemination. In the event of a dispute, the Chairperson's decision shall be final and binding.
5. The Chairperson be authorised and directed to instruct Mr. L. Du Preez of Werksmans Inc:
5 .1. to forthwith invite all known shareholders of the Sixth Respondent (by appropriate publication of this order on SENS and by registered post) to submit by 16:00 on 4 October 2013 written nominations of candidates for appointment to the board of directors of the Sixth Respondent at the meeting referred to in paragraph 2 above. Such nominations shall be submitted:
5.1.1. to Mr L Du Preez of Werksmans Inc in writing at:
email: ldupreez@werksmans.com
or
postal/ physical address: Werksmans Inc
18th Floor
1 Thibault Square
Cape Town;
5.1.2. and shall be accompanied by a Curriculum Vitae in respect of each nominee, acceptable to the Chairperson;
5.2. after the said closing date for such nominations, to give notice to all known shareholders of the Sixth Respondent (in the manner stipulated in paragraph 5 .1 above), of the time and place of the shareholders meeting to be held in terms of section 70( 4) of the Act. Such notice shall include a list of all shareholders' nominees, a suitable proxy form, and shall otherwise comply with the Chairperson's directions which shall as far as reasonably possible take account of the requirements of the Act and the JSE Limited Listings Requirements.
6. The cost of the publication(s) and notifications required in terms of this order shall be borne by the lkwezi Investment Trust and the Grapsy Trust, jointly and severally.
7. The application by the lkwezi Investment Trust to the Companies Tribunal in terms of section 61 (11) shall be withdrawn.
8. The application by Command Holdings Limited to the Companies Tribunal under section 61 (7) is stayed pending the appointment of directors to Sixth Respondent.
9. The costs attendant upon the Chairperson shall ultimately be borne by Sixth Respondent, but shall be paid pro tem by the Applicant (on the one hand) and the Ikwezi Trust and the Grapsy Trust (on the other hand) in equal shares pending their recovery from the Sixth Respondent after the appointment of its directors. Applicant and the Ikwezi Investment Trust and the Grapsy Trust shall, respectively, assist the other, to the extent necessary, to recover these costs from Sixth Respondent.
10. This order shall be published (as set out in paragraph 5.1 above by publication on SENS and registered postage to all known shareholders), as soon as possible and in any event by Friday, 20 September 2013.
11. The Applicant and the First to Third Respondents shall bear their own costs in these proceedings. (Applicant has previously withdrawn as against Fourth Respondent and has tendered her costs).
12. This order is in full and final settlement of these proceedings.
BY ORDER
COURT REGISTRAR
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