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Order of the Court granted on 24 January 2017 in the High Court of South Africa
TEXTON PROPERTY FUND LIMITED
Granted REIT status by the JSE
(Incorporated in the Republic of South Africa)
(Registration number 2005/019302/06)
JSE code: TEX
ISIN: ZAE000190542
(“Texton” or “the Company”)
ORDER OF THE COURT GRANTED ON 24 JANUARY 2017 IN THE HIGH COURT OF SOUTH AFRICA
(GAUTENG DIVISION, PRETORIA)
Case Number: 81989/16
Before the Honourable Acting Justice Magardie
24 January 2017
In the matter between:
TEXTON PROPERTY FUND LIMITED First Applicant
INVESTAGE 183 PROPRIETARY LIMITED Second Applicant
IMPERIAL COM PROPS PROPRIETARY LIMITED Third Applicant
NUNGU TRADING 88 PROPRIETARY LIMITED Fourth Applicant
SABLE PLACE PROPERTIES 121 PROPRIETARY LIMITED Fifth Applicant
and
THE REGISTRAR OF DEEDS: PRETORIA First Respondent
THE REGISTRAR OF DEEDS: JOHANNESBURG Second Respondent
ORDER
HAVING READ THE PAPERS AND HAVING HEARD COUNSEL FOR THE
APPLICANTS IT IS ORDERED:
1. That a rule nisi be issued calling upon all interested parties to show cause before
this Honourable Court on or before 10:00 on 24 February 2017 as to why an
order in the following terms should not be granted:
1.1 Declaring that the decisions of the respective boards of directors of the
second, third, fourth and fifth applicants (collectively “the decisions”),
declaring dividends in specie to the first applicant, as recorded
respectively in paragraph 2 of each of the resolutions attached to the
founding affidavit as annexures “FA8”, “FA9”, “FA10” and “FA11“ inclusive
(“the resolutions”), were unlawful and in contravention of section 46(1)(c)
of the Companies Act 71 of 2008 (“ the Companies Act”);
1.2 Declaring, pursuant to section 77(5) read with section 218 of the
Companies Act, that the transactions arising from the decisions and the
resolutions, culminating in the transfers and cession referred to in
paragraphs 1.4 and 1.5 below, were void ab initio;
1.3 Declaring further that the decision of each respective board of directors of
the second, fourth and fifth applicants, declaring dividends in specie to the
first applicant, as recorded respectively in paragraph 2 of each of the
resolutions attached to the founding affidavit as annexures “FA8”, “FA10”
and “FA11” be set aside on the further ground that it contravened the
respective articles of association of the second, fourth and fifth applicants
and was ultra vires and of no force or effect;
1.4 That the transfer of the following immovable properties (“the properties”),
as recorded in the title deeds listed below, be reversed by the first
applicant in favour of :
1.4.1 the second applicant in respect of:
1.4.1.1 Erf 504 Hermanstad Ext2, held by title deed
T62138/2015;
1.4.1.2 Erf 27 Dunkeld, held by title deed T62137/2015;
1.4.1.3 Portion 3 of Erf 8 Wierda Valley, held by title deed
T86154/2015;
1.4.2 the fourth applicant in respect of :
1.4.2.1 Erf 2615 Bedfordview Extension 446, held by title deed
T28636/2015;
1.4.3 the fifth applicant in respect of :
1.4.3.1 Erf 23 Kya Sand, held by title deed T67116/2015;
1.4.3.2 Erf 21 Kya Sand, held by title deed T67116/2015;
1.4.3.3 Erf 51 Kya Sand, held by title deed T67116/2015;
1.4.3.4 Erf 64 Kya Sand, held by title deed T67116/2015;
1.4.3.5 Erf 513 Kya Sand Extension 29, held by title deed
T67116/2015;
1.4.3.6 Erf 514 Kya Sand Extension 42, held by title deed
T67116/2015;
1.5 That the cession of rights under the Notarial Deed and Cession (‘the
cession”) of Sub-Lease registered under K3237/2015L be reversed by the
first applicant in favour of the third applicant in respect of:
1.5.1.1 Erf 531 Woodmead Extension 5, City of Johannesburg,
held by title deed T24243/1995;
1.5.1.2 Erf 532 Woodmead Extension 5, City of Johannesburg,
held by title deed T24243/1995.
1.6 That the immovable properties be restored by the first applicant to the
second, fourth and fifth applicants respectively with effect from 20 March
2015;
1.7 That the rights ceded under the cession be restored by the first applicant
to the third applicant with effect from 20 March 2015;
1.8 Authorising the First Respondent to rectify the deeds registry by
cancellation of the title deeds referred to in paragraph 1.4.1 above and by
restoring title to the properties described in those title deeds to the second
applicant;
1.9 Authorising the First Respondent to rectify the deeds registry by
cancellation of the Notarial Deed and Cession referred to in paragraph 1.5
above and by restoring the rights ceded thereunder to the third applicant;
1.10 Authorising the Second Respondent to rectify the deeds registry by
cancellation of the title deeds referred to in paragraph 1.4.2 above and by
restoring title to the properties described in those title deeds to the fourth
applicant;
1.11 Authorising the First Respondent to rectify the deeds registry by
cancellation of the title deeds referred to in paragraph 1.4.3 above and by
restoring title to the properties described in those title deeds to the fifth
applicant.
2. That service of this order be effected by:
2.1 one publication in the Government Gazette;
2.2 One announcement on SENS.
BY ORDER OF THE COURT, THE REGISTRAR, HIGH COURT, GAUTENG
DIVISION, PRETORIA
Hyde Park
3 February 2017
Sponsor Investec Bank Limited
Date: 03/02/2017 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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