LEWIS GROUP LIMITED - Withdrawal of Woollam's second demand

Withdrawal of Woollam's second demand

Lewis Group Limited
Incorporated in the Republic of South Africa
Registration number 2004/009817/06
JSE share code: LEW ISIN: ZAE00058236


WITHDRAWAL OF WOOLLAM’S SECOND DEMAND IN TERMS OF SECTION 165(2) OF THE
COMPANIES ACT

1. In August 2016, David Woollam (“Woollam”) sought to introduce a “supplementary” demand into the
   proceedings pending in relation to his first demand addressed to Lewis Group Limited (“Lewis”) on 20
   May 2016, in terms of which he demanded that Lewis commences with proceedings to declare Johan
   Enslin (CEO), Les Davies (CFO), David Nurek (Director) and Hilton Saven (Director) delinquent directors
   in accordance with the provisions of section 165(2) of the Companies Act 71 of 2008 (“the Act”).

2. However, the Western Cape Division of the High Court (“the Court”), in the first demand proceedings,
   refused to admit into evidence the supplementary answering affidavit filed by Woollam, containing his
   “supplementary” demand.

3. Accordingly, Woollam delivered his “supplementary” demand, as a self-standing second demand to
   Lewis on 23 August 2016 (“the Demand”).

4. In the Demand, Woollam again demanded that Lewis commences with proceedings to declare Johan
   Enslin (CEO), Les Davies (CFO), David Nurek (Director) and Hilton Saven (Director) delinquent directors
   in accordance with the provisions of section 165(2) of the Act.

5. As it did in relation to Woollam’s first demand, Lewis in terms of section 165(3) of the Act sought to have
   the Demand set aside as vexatious, frivolous and/or without merit in terms of an application brought by it
   under the Court’s case number 17199/16 (“the application”).

6. Given that Woollam had no evidence to substantiate his allegations contained in the Demand, he sought
   to withdraw the Demand prior to the hearing of the application, and filed a notice in terms of rule
   6(5)(d)(iii) of the Uniform Rules of the High Court (“the rule 6(5) notice”). The essence of the rule 6(5)
   notice was that Woollam contended that there was no Demand capable of being set aside by the Court
   pursuant to the application, and that the application was accordingly moot.

7. On 27 February 2017, the Court was required to decide whether Woollam’s Demand was capable of
   being withdrawn. It followed that if it was not so capable of withdrawal, then Lewis would be entitled to an
   Order in the application that the Demand be set aside as vexatious, frivolous and/or without merit .

8. On 1 March 2017, the Court delivered its judgment in relation to the hearing of 27 February 2017, and
   made the following order:

    8.1 The withdrawal by Woollam of the Demand was noted.

    8.2 Woollam is liable for Lewis’s costs of suit in the application up to 30 January 2017, such costs to
        include the fees of two counsel where such were engaged, but excluding the costs attendant on the
        drafting of an affidavit filed by Lewis on 30 January 2017.

    8.3 Lewis is liable for half of Woollam’s costs of suit incurred from 30 January 2017 up to and including
        the hearing of 27 February 2017, such costs to include the fees of two counsel where such were
        engaged.

9. Shareholders will note that Woollam has been ordered to bear the bulk of the costs related to the
   application.


10. For the sake of completeness shareholders are reminded that the Court set aside Woollam’s first
    demand in terms of section 165 (3) of the Act.


Cape Town
1 March 2017

Sponsor: UBS South Africa Proprietary Limited

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