THE APPLICATION FOR LEAVE TO APPLY TO COURT FOR REVIEW OF A SCHEME OF ARRANGEMENT IN TERMS OF SECTION 115 OF THE COMPANIES ACT 71 OF 2008 Sand Grove Opportunities Master Fund Ltd v Distell Group Holdings Ltd [2022] ZAWCHC 46

Schemes of arrangement in terms section 114 the Companies Act 71 2008 (the Act) have become a prevalent mechanism implementing business combinations, takeovers or restructurings share capital South Africa. In contrast to 1973 that required court approval for company implement scheme arrangement, implementation under current is initiated by board directors and subject supermajority rule, is, shareholder way special resolution. One principal protective mechanisms minority shareholders as other fundamental transactions, appraisal remedy 164 – which acts an exit dissatisfied instead them thwarting arrangement. Another dissenting involvement schemes however, limited review clearly circumscribed circumstances. Sand Grove Opportunities Master Fund Ltd Others v Distell Group Holdings [2022] ZAWCHC 46 (Sand Grove), Western Cape Division High Court court) dealt with some pertinent issues relating application leave apply 115(3)(b), (6) (7) Act. These included standing bring proceedings 115, intervene co-applicants these proceedings, condonation non-compliance prescribed period within must be brought, well validity meeting resolution approving This note, therefore, examines above key raised provides critical discussion judgment its significance. The note also highlights practical implications this case companies, directors, (especially shareholders), beneficial holders shares participants