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Harare High Court

Fernhaven Investments (Pvt) Ltd v Africom Holdings (Pvt) Ltd & 9 Ors

HH 159-17

Case Details

Court
Harare High Court
Date
28 February 2017
Citation
HH 159-17
Neutral Citation
[2017] ZWHH 159
Outcome
unknown
Case Type
Urgent Application

Bench

Presiding
Munangati-Manongwa J
Full Bench
Munangati-Manongwa J
Areas of Law
Company lawInterdicts
Keywords
Share dilutionDirector removalExtraordinary general meetingInterim interdict
Tags
Shareholder disputesCorporate governanceInterdictory relief
legislation
Statutes Cited
  • None expressly cited
ai analysis
Case Summary

Key Issues

  • {"issue_text":"Whether the applicant has established a prima facie right warranting interim interdictory relief","issue_type":"mixed","dispositive":"yes","related_facts":"Applicant's 41% shareholding, right to appoint/remove directors under Articles, purported removal in April 2016"}
  • {"issue_text":"Whether the requirements for interim interdict have been satisfied","issue_type":"law","dispositive":"yes","related_facts":"Clear right, irreparable harm, balance of convenience, no alternative remedy"}
  • {"issue_text":"Whether the court can amend the draft order to suspend resolutions passed at the EGM","issue_type":"procedural","dispositive":"no","related_facts":"EGM held during proceedings, need to prevent share dilution"}
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background
Facts of the Case

Background

The applicant, a 41% shareholder in the first respondent, sought to remove its appointed directors (2nd and 3rd respondents) from the board in April 2016. The respondents refused to accept the removal and continued acting as directors. The 2nd respondent called an EGM for 25 January 2017 (later postponed to 15 February 2017) to approve a debt conversion agreement that would dilute the applicant's shareholding from 41% to 0.41%.
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