REPUBLIC OF SOUTH AFRICA
IN THE HIGH COURT OF SOUTH AFRICA
GAUTENG DIVISION, PRETORIA
(1) REPORT ABLE: NO
(2) OF INTEREST TO OTHER JUDGES: NO
(3) REVISED: NO
Date: 17 March 2025 Evan der Schyff
In the matter between:
DEMETRIOS COSSADIANOS
DEMCO INVESTMENTS GROUP (PTY) LTD
AFRIQBRAND (PTY) LTD
and
STEPHANUS JACOBUS NEL
SJ DRILLING IMPALA COVER (PTY) LTD
SJ DRILLING IMPALA DEVELOPMENT (PTY) LTD
CHEMICK (PTY) LTD
SHESHA QUICK LOANS (PTY) LTD CASE NO.: 2024-104634
First Applicant
Second Applicant
Third Applicant
First Respondent
Second Respondent
Third Respondent
Fourth Respondent
Fifth Respondent
NCM AFRICA (PTY) LTD
THE COMPANIES INTELLECTUAL
PROPERTY COMMISSION
SJ DRILLING (PTY) LTD
PROSPECT MINE (PTY) LTD
SHJAELL NEL
HLABANG JONAS MOHLALA
TERRY JUNKIE PEHTLA
GLOBAL MINING SUPPLIES (PTY) LTD
ASSA BANK LTD 2
JUDGMENT
Van der Schyff J
Introduction Sixth Respondent
Seventh Respondent
Eighth Respondent
Ninth Respondent
Tenth Respondent
Eleventh Respondent
Twelfth Respondent
Thirteenth Respondent
Fourteenth Respondent
[1] In this application, the applicants seek relief in terms of section 163 of the
Companies Act 71 of 2008 (2008 Companies Act), alternatively the common law.
The first, eighth, and thirteenth respondents (collectively referred to as the
respondents ) oppose the application. Although the respondents agree that the
relationship between the first applicant, Mr. Cossadianos, and the first respondent,
Mr. Nel, has irretrievably broken down and that there is no trust relationship between
them, the respondents deny that the applicants have established that the conduct
complained of falls within the ambit of section 163 of the 2008 Companies Act.
[2] The applicants approached the urgent court for relief. The Caseline record reflects
that the matter was struck due to non-appearance. The matter was subsequently
enrolled as a third court motion.
Relief sought
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[3] A point of contention exists regarding whether the relief sought by the applicants is
final or interim relief. If regard is had to the notice of motion filed, the following stands
out:
i. The applicants seek the appointment of an independent director to effectively
displace Messrs. Nel and Cossadianos as directors of the second to sixth
respondents as far as the payment of expenses , disbursements , and debts
of the second to sixth respondents are concerned;
11. The independent director is to constitute the board of the second to sixth
respondents together with the existing directors;
iii. The independent director must have the sole and exclusive right to administer
and make payments from the banking accounts that the second to sixth
respondents have with ABSA Bank Ltd, the fourteenth respondent ;
iv. The thirteenth respondent must implement , execute and give full force to any
direction given to it by the independent director;
v. The eighth respondent should be interdicted and restrained from utilising, the
vendor registration number that the eighth respondent has with Impala
Platinum Limited in connection with possible future dealings with customers
and clients of the second and third respondents;
vi. The first to sixth respondents and the eighth to thirteen respondents are to be
interdicted from preventing the applicants from enjoying the rights, privileges,
and arrangements the applicants had with the second to sixth respondents
as at 28 July 2024, or to restrict the applicants' access to business premises
of any of the respondents and to the books and records of the second to sixth
respondents.
[4) The applicants further state in the notice of motion that the relief sought set out
above, shall apply as interim relief pending the appointment of a valuer to undertake
the valuation of shares and loan accounts held in the second to sixth respondents
to eventually facilitate the sale of the shares in the second to sixth respondents in
any one of several alternative scenarios.
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[5] The use of the phrase 'interim relief pending ... ' does not have any magical quality
to turn an order that has final effect into an interim order. I agree with the
respondents ' counsel that the applicants , in essence, seek a final order. They want
to facilitate a clean break between Mr. Nel and Mr. Cossadianos and the respective
entities wherein they have interests. The appointment of the independent director is
not sought as interim relief pending further legal proceedings where a dispute will
finally be adjudicated. It is sought as a protective measure to safeguard the
applicants' interests pending the valuation of th.Er shares and loan accounts and the
sale of shares in the second to sixth responden~,
Shareholding and directorship in the respective companies cited in the application
[6] To understand the factual matrix, it is necessary to have regard to the directorship
and shareholding of the companies cited in this application.
[7] Mr. Cossadianos is the sole director of the second applicant ("Demeo"). He is also
the sole director of the third applicant ("Afriqbrand "). Demeo is the sole shareholder
in Afriqbrand.
[8] Mr. Cossadianos and Mr. Nel are the directors of the second respondent ("Impala
Cover"). The shareholding in Impala Cover is as follows: The eighth respondent ("SJ
Drilling") holds 50% of the shares, Demeo holds 24% of the shares, and Afriqbrand
holds 26% of the shares.
[9] Mr. Cossadianos and Mr. Nel are the directors of the third respondent ("Impala
Development"). The shareholding of Impala Development is as follows: SJ Drilling
holds 50%, Demeo holds 24% of the shares, and Afriqbrand holds 26% of the
shares.
[1 0] Mr. Cossadianos and Mr. Nel are the directors of the fourth respondent ("Chernick").
The ninth respondent ("Prospect") holds 50% of the shares and Afriqbrand holds
50%.
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[11] Mr. Cossadianos and Mr. Nel are the directors of the fifth respondent ("Shesha").
Prospect holds 50% of the shares, and Afriqbrand holds 50%.
[12) Mr. Cossadianos, Mr. Nel, and the ·te~th, eleventh, and twelfth respondents are
directors of the sixth respondent ("NCM Africa"). The shareholding in NCM Africa is
as follows-SJ Drilling holds 42% of the shares, Demeo holds 24% of the shares, the
tenth respondent holds 4% of the shares, the eleventh respondent holds 15% of the
shares and the twelfth respondent holds 15% of the shares.
[13) Mr. Nel is a director of SJ Drilling, the eighth respondent. Prospect holds 49% of
shares in SJ Drilling, and an unrelated company, Boleng Mining (Pty) Ltd, holds the
remaining 51 %.
[14] Mr. Cossadianos holds no interest in the thirteenth respondent, Global Mining
Supplies (Pty) Ltd ("GMS"). GMS's interest in this litigation is that its premises were
used for the administration of all the relevant corporate entities cited herein as
respondents wherein Mr. Cossadianos had an interest, whether directly as a director
or through his shareholding in Demel> and Afriqbrand.
Factual context
[15) Mr. Nel confirms in the answering affidavit that Mr. Cossadianos was a director of
Impala Cover, Impala Development , Chernick, Shesha and NCM Africa, collectively
referred to as the jointly owned companies.1 jointly owned companies. These are
companies in which Mr. Nel and Mr. Cossadianos had interests, albeit through other
companies. Mr. Cossadianos became a shareholder of the jointly owned companies
through Demeo and Afriqbrand.
[16] Mr. Cossadianos fulfilled the functions of an executive director and Chief Financial
Officer in the second to sixth respondents. Mr. Nel explains in his answering affidavit
that since the end of 2018, Mr. Cossadianos was responsible for performing the
1 Mr. Nel includes a company Specialised Mining Operations (Pty) Ltd in the group of jointly owned
companies , but this company is not cited as a party to these proceedings.
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restructuring of the companies, tax, company secretarial , and financial-related
services to all the members of the SJ Group of companies. This included but was
not limited to, the design and implementation of financial systems, the keeping of
up-to-date compliant financial records, the preparation of monthly budgets, the
compilation and audit of financial statements , and the submission of VAT and
income tax returns to SARS.
[17] He obtained financial benefits from his involvement with the second to sixth
respondents ,2 had unrestricted access to the bank accounts and internet-bank ing
applicatio ns, and freely visited the premises of Global Mining Supplies, the thirteenth
respondent , from where the administration of the other responde nts' business was
conducted. Global Mining Supplies is described in the answering affidavit as the
'nerve centre' of the entire Group of companies. All the member companies in the
Group outsourced their administrative and financial functions to Global Mining
Supplies, and the latter would, among others, attend to the member companies '
payroll, accounting , tax, PAYE, and supplier payments .
[ 18] It is common cause that:
i. Mr. Cossadianos 's access to any information regarding the second to sixth
respondent entities has been unilaterally terminated by Mr. Nel around
August 2024;
ii. Mr. Cossadianos was refused access to Global Mining Supplies' premises
from where the entities are managed on a daily basis;
iii. On 30 August 2024, Mr. Nel depleted Impala Cover and Impala
Development's bank account and transferred the money in the respective
accounts to an unknown ban account;
2 Mr. Cossadianos claims that in exchange for h s services and also because of his directorship and
shareholding he received payments of about R1 083 750.00 from the respective entities as a
monthly salary. Mr. Nel denies that any form o salary or director's remuneration was ever agreed
to but admits that Mr. Cossadianos receiv d large amounts, although he claims that Mr.
Cossadianos 'recently appropriated significa t large amounts. Since Mr. Nel has the bank
statements at hand, it was possible to prove w ether Mr. Cossadianos received the said amounts
on a monthly basis and the attempt to indicate that the amounts were only recently appropriated is
not supported by a factual basis.
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iv. Since 30 August 2024, Mr. Cossadianos 's access to the internet banking
platforms of Impala Cover and Impala Development was unilaterally
terminated , and his access has since been denied;
v. Mr. Cossadianos 's access to unilaterally effect and authorise payments from
the bank accounts of the jointly owned companies and the member
companies has been stopped;
vi. Despite Mr. Cossadianos 's repeated requests, no directors' meeting was held
for the second to fifth respondents subsequent to Mr. Nel's unilateral actions.
One meeting was arranged, but Mr. Nel failed to attend without prior notice.
[19] The common cause facts indicate that Mr. Nel unilaterally excluded Mr. Cossadianos
from the companies where he was a director and had interests in through Demeo
and Afriqbrand. Mr. Cossadianos was refused access to financial information ,
refused access to the premises from which the entities are managed , and prevented
from fulfilling his fiduciary duties as director and Chief Financial Officer, and he did
not receive any continued financial benefit from the companies. Mr. Cossadianos
was effectively excluded and sidelined from the business without any legal process
being followed.
[20] Mr. Nel justifies his conduct. He claims that Mr. Cossadianos , among others -
i. fraudulently misrepresented material facts to SJ Drilling and himself, which
led him to conclude certain oral agreements with Mr. Cossadianos , pursuant
to which Mr. Cossadianos obtained the directorship and interests in the
respective companies ;
ii. breached his obligations under the oral agreements by falsifying and
manipulating accounting records and by defrauding SARS and the member
companies of the SJ Drilling Group of companies ;
iii. breached his fiduciary duties as director of the jointly owned companie s and
prescribed officer of the member companies ;
iv. misappropriated funds in substantial amounts;
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v. was the sole cause of the breakdown of the relationship between the
respective parties, and caused the problems that have arisen in the jointly
owned companies.
[21] Mr. Nel claims that since Mr. Cossadianos's involvement in the business affairs of
the second to sixths respondents, he has appropriated tens of millions of rands,
fraudulently transferred millions of rands to his family and friends and brought the
companies to the brink of corruption. As a result of this alleged fraud perpetrated by
Mr. Cossadianos against Mr. Nel and SJ Drilling, they elected to void and cancel the
oral agreements concluded in 2018 in terms whereof the applicants were granted
shares. Mr. Nel contends that the applicants are no longer shareholders and denies
that they have the requisite locus standi to any of the relief sought by them. Mr. Nel
effectively justifies his unilateral conduct by defining it as an emergency measure in
order to stop Mr. Cossadianos from plundering the companies' resources.
[22] I pause to note that although it is not contained in any of the papers before the court,
counsel for the respective parties submitted during oral argument that, to date, Mr.
Nel has not instituted any civil action against Mr. Cossadianos , nor were any criminal
proceedings to date instituted against him.
Discussion
The locus standi issue
[23] The record reflects that the notice of motion was served on the respondents on 16
September 2024. In the answering affidavit, Mr. Nel states that he communicated
the decision to void the agreement with the applicants in terms of which they
obtained interests in the respective affected companies , in a letter dated 17
September 2024.
[24] The locus standi point was not argued with conviction when the matter was heard,
and rightly so. It is trite that the s 163 remedy is aimed at achieving the balancing of
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the interests of all shareholders and directors,3 and that s 163 must be construed in
a manner that will advance the remedy it provides rather than limit it.4 It would defeat
the purpose for which the legislature crafted the s 163 remedies if an aggrieved
director or shareholder 's locus standi can be challenged because of the ex post
facto5 termination of its directorship or unilateral cancellation of the agreement in
terms of which sharehold ing in the company was obtained.
[25] Mr. Cossadianos took issue with Mr. Nel and SJ Drilling's decision to cancel or
render the agreement under which he acquired shares in the respective companies
void. He highlights that shareholders' agreements were concluded , a fact attested
to by Mr. Nel claiming that the shareholders' agreements make provision for the
existence of a shareholder. He describes this decision as an attempt to try to
appropriate his shares without due process.
[26] In these circumstances , Mr. Nel and SJ Drilling could not unilaterally rescind the
agreement in terms of which Mr. Cossadianos acquired interests in the respective
companies. Mr. Cossadianos was, in any event, not removed as a director of the
companies in which he holds a directorship . In these circumstances, I find no merit
in the submission that the applicants lack locus standi to claim relief under s 163.
Dispute of facts
[27] In the replying affidavit, Mr. Cossadianos vehemently denied the allegations of fraud.
He explained that both directors of the company earned a monthly income. It was,
however, not a fixed monthly income, but determined on a month-to-month basis,
depending on the performance of the company. For reasons that will become more
apparent below, I don't deem it necessary to deal with Mr. Cossadianos 's reply to
each of the allegations made by Mr. Nel.
3 Parry v Dunn-Blatch and Others (394/2022) [2024] ZASCA 19 (28 February 2024) at para [32].
4 Graney Property Ltd v Mana/a 2015 (3) SA 313 (SCA).
5 See Briers and Another v Dr J Bruwer and Assoc no 78 Inc. (19726/2023) [2024] ZAWCHC 76
(30 May 2024).
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[28] The dispute of fact that does exist relates not to Mr. Nel's unilateral exclusion of Mr.
Cossadianos from the companies ' business, but to the alleged fraudulent conduct of
Mr. Cossadianos. As is apparent from the discussion below, even if it is accepted
that a dispute of fact exists in this regard, it is not a dispute that renders the
application incapable of being considered on the papers filed.
[29] Mr. Cossadianos also disputes Mr. Nel and SJ Drilling's right to unilaterally rescind
the agreement in terms of which he acquired interests in the second to sixth
respondents. The authors of the well-known work Christie's Law of Contract in South
Africa, 6 explained that where the right to rescind an agreement allegedly induced by
fraud is challenged , as it is in this matter, the 'innocent party' should utilise legal
process and claim cancellation or rescission of the contract
[30] The dispute that exists regarding Mr. Nel and SJ Drilling's entitlement to rescind or
cancel the agreement unilaterally is not an obstacle to determining the application
on the papers before the court, although it is taken into account in determining just
and equitable relief.
Section 163
[31] The question that needs to be answered is whether when Mr. Nel exercised his
power as a director in the second to sixth respondents and took matters into his own
hands by unilaterally excluding Mr. Cossadianos from the respective companies'
business in the manner he concedes he did, he exercised the power in a manner
that was oppressive or unfairly prejudicial to the applicants and in particular to Mr.
Cossadianos , or that unfairly disregarded the applicants , an particularly Mr.
Cossadianos 's interests.
[32] It is trite that the question ot whether the affairs of a company are being conducted
in a manner that is oppressive to part of the members , is a question of fact.7 The
same principle applies in determining whether a director exercised its power in a
6 Christie, R. updated by Bradfield , GB. 200,2 ath ed, 353.
7 Benjamin v Elysium Investments (Pty) Ltd 1960 (3) SA 467 (E) at 476H.
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manner that is oppressive , unfairly prejudicial to, or unfairly disregards the interests
of the applicant.
[33] There is no doubt about the fact that Mr. Nel reverted to self-help when he excluded
Mr. Cossadionos from the business affairs of the respective companies in the
manner that he concedes he did. He attempts to justify his actions by claiming that
Mr. Cossadionos defrauded him and SJ Drilling and misappropriated large amounts
from the respective companies .
[34] One of the founding values of the Republic of South Africa is the supremacy of the
constitution and the rule of law.8 Self-help violates section 1(c) of the Constitution .
Mokgoro J explained in Chief Lesapo v North West Agricultural Bank and Another9
that the rule against self-help is necessary for the protection -of the individual against
arbitrary and subjective decisions and conduct of an adversary.
[35] Section 34 of the Constitution guarantees the right to have any dispute that can be
resolved by the application of law decided in a fair public hearing before a court or,
where appropriate , another independent and impartial tribunal or forum. The right to
have justiciable issues adjudicated by a· court of law is foundational to the stability of
an orderly society. Resorting to self-help ·undermines the very foundation of the rule
of law.
[36] In the circumstances of this matter, Mr. Nel and SJ Drilling's actions caused Mr.
Cossadianos to suffer financial loss without providing him with an opportunity to
answer to allegations leveled at ·him. It excluded him from the business affairs of
companies wherein he had specific functions to fulfill, functions that he fulfilled as
director of the said companies before he was excluded. Whether there is any merit
in the allegations of fraud raised by Mr. Nell is of no concern; no person is entitled
to take the law into their own hands.
[37) The ex post facto report obtained without Mr. Cossadianos 's input or comments is
likewise irrelevant. The bottom line is that Mr. Nel, and through him also SJ Drilling,
8 Section 1 (c) of The Constitution of the Republic of South Africa, 1996.
9 2000 (1) SA 409 (CC) at para [18].
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arrogated to themselves the rights reserved for a court of law. Through reverting to
self-help Mr. Nel exercised the powers of a director in a manner that is oppressive -
in that Mr. Cossadianos , as co-director , had to turn to a court of law for assistance ;
he exercised the power of a director in a manner that was unfairly prejudicial to Mr
Cossadianos in more than one way, but among other by denying him audi and
keeping him in the dark regarding the companies ' business affairs. There is no legal
basis that justifies Mr. Nel's conduct as it was not authorised in terms of a court
order. The applicants succeeded in bringing this application within the ambit of s
163.
[38] This leaves the issue of appropriate reli~f. On the papers, it is common cause that
there is a deadlock as far as the second to fifth companies are concerned. Mr.
Cossadianos has been kept in the dark about the companies ' respective dealings
since his exclusion . His fear that a situation might have been orchestrated through
which the eighth respondent essentially 'took over' the business previously
conducted by the entities in which he has an interest is not unfounded. The facts
that preceded the institution of the application illustrate that Mr. Nel indirectly
exercised control over the juristic persons concerned and has the ability to materially
influence the policy of the said juristic persons. It is clear that Mr. Nel and Mr.
Cossadianos need to part ways, and due to their vested interests and hands-on
managemen t of the companies , it is justified to provide for a clean break, even
though there is no deadlock as far as the sixth respondent is concerned.
Appropriate remedy
[39] I requested the parties to file supplementary heads dealing with the issue of the relief
to be granted, and specifically considering the question as to whether the granting
of a winding-up order would be an appropriate remedy under s 163 in the event of a
finding that the jurisdictional requirements of s 163 have been met. I have considered
the submissio hs made therein and am convinced that it is not competent relief to be
granted in therircumstances.
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[40] In the circumstances of this matter the appointment of an independent director is
justified. The independent director should, however, act together with the existing
directors.
[41] The court can also not merely disregard the averment that Mr. Nel and SJ Drilling
seek to rescind the agreement in terms of which Mr. Cossadianos acquired interests
in the respective and applicable corporate entities. Any order granted must provide
for the possibility of legal process being instituted in this regard.10 The companies ,
however, need to be able to function pending the finalisation of such legal process,
and the respective parties' interests must be protected.
ORDER
In the result, the following order is granted:
1. Mr JZH Muller of Tshwane Trust or his nominee, is appointed as an independent
director of the Second to Sixth Respondents ("the independent director'').
2. The independent director may not be removed as a director, save by an order of this
court having jurisdiction .
3. The independent director shall cons itute the board of the aforementioned
companies , together with such directors as have already been appointed for the
4. aforementioned companies. J
The board shall have the sole and exclusive right to administer and make payment
from the banking facilities and banking accounts which the aforementioned
companies have at 1bsa Bank Ltd l("the Fourteenth Respondent") and the
Fourteenth Respondent is hereby directed and ordered to create or establish the
required platform or function, in substitution of the existing platforms and/or functions
utilized by the aforementioned companies by means of which the board will be
entitled to make exclusive payment on behalf of the aforementioned companies , of
10 The term 'legal process' used herein, refers either to litigation or any alternative dispute resolution
mechanism that might find application or be agreed to.
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the payments required to be made, from that platform or via that function created by
Absa Bank Limited.
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5. The Thirteenth Responderi't,:Global Mining Supplies (Pty) Ltd is hereby ordered to
implement , execute and othe}wise give full .force and effect to whatever directions
are given to the Thirteenth Respondent by the board in relation to the administration
of the financial affairs and fina·nces of the aforementioned companies .
6. The First Respondent is interdicted and restrained from instructing or otherwise
orchestrating that the Thirteenth Respondent , Global Mining Supplies (Pty) Ltd,
would not attend to the administrative functions and duties which the Thirteenth
Respondent had in the past executed on behalf of the afore~entioned companies .
7. The Eighth Respondent is interdicted and restrained from utilising, in connection with
possible future dealings with existing customers and/or clients of the Second and
Third Respondents, the vendor registration number which the Eighth Respondent
has with Impala Platinum Limited.
8. It is declared that the Applicants shall have in all respects the rights, functions and
authorities with reference to the Second to Sixth Respondents , which the Applicants
have had prior to 28 July 2024, subject to the powers ascribed to the independent
director.
9. Subject to the powers ascribed to the independent director, the First to Sixth
Respondents and the Eighth to Thirteenth Respondents are interdicted and
restrained from:
9.1. Preventing and otherwise obstructing the Applicants to enjoy in all respects
the rights, privileges and arrangements which the Applicants have had with
the Second to Sixth Respondents as at 28 July 2024.
9.2. Without derogating from the generality of the aforegoing, the First to Sixth
Respondents and the Eighth to Thirteenth Respondents are interdicted and
restrained from obstructing and/or preventing the Applicants from gaining
access to any business premises of any of the Respondents , and to allow
the Applicants full and unrestricted access of and to the books and financial
affairs of the Second td84-~~-R~$pondents .
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10. The independent director is to receive such reasonable remuneration as determined
by the Head of the Legal Department at Price Waterhouse Coopers.
11. The relief in prayers 1 up to and including 10 above, shall apply pending the
finalisation and implementation of the remainder of the terms of the order:
11.1. Mr Johan Ferreira, a qualified chartered accountant of J Ferreira
Incorporated :, alternatively another appropriate valuator ("the valuer")
appointed by this court shall undertake a valuation of the shares and/or
loan accounts held in or against the Second to Sixth Respondents in
accordance with the directions contained in prayers 11.2 to 12.11 below.
11.2. Fair value of the shares and/or loan account shall be determined with
regard to the financial condition of the Second to Sixth Respondents as at
28 July 2024.
11.3. The valuer is to make the determination in respect of the fair value of the
shares and loan accounts envis~ged above within a period of 60 days from
date of this order and within 45 days from being appointed, and shall deliver
to the parties a writt_en notice indicating the fair value of the shares and
loan accounts as determined of the Second and Third Applicants in the
Second to Sixth Respondents.
11.4. The costs of the valuer are to be borne by the respective Respondents in
respect of their respective valuations.
11.5. In determining the aforesaid value, the valuer shall act as an expert and
not an arbitrator.
11.6. The fair value of the shQres and loan accounts in respect of the Second to
Sixth Respondent shall be determined with regard to the financial position
of the respective Respondents as at 28 Jdly 2024, being the day before the
date that the SJ Drilling ~roup of compbnies excluded the First Applicant
{rom the business of the Second to Sixt Responde ts.
11.7. The value of the shares shall be ~eterrn nrd pro rata the total issued share
capital of the Second to Sixth Respondents, that is w thout any discount for
the shares representing the minority or ajority sha eholding and without
any discount on account of any contra t al restricti ns that may or might
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have been agreed upon between the shareholders or provided for in the
Memorandum of Incorporation or any shareholders ' agreement on the
disposal of the shares other than between the existing shareholders.
11.8. Any cost borne by the First Respondent, in respect of this application , shall
be excluded from the valuer's determination and the purchase price of the
shares in respect of the Second to Sixth Respondents are to be determined
as if such·costs had not been borne.by him.
11.9. Each party· to this application shall fully and timeously cooperate with the
valuer and furnish all relevant information, appropriately vouched and all
documentation required by the valuer to undertake the valuation and
determination , failing which the valuer is authorised to make application to
this court for directions.
12. The valuer shall have the following further powers:
12.1. The right to conduct all investigations necessary and, in particular, to obtain
from the parties or any third party or entity all information and
documentation considered by the valuer, reasonably necessary for the
valuer's determination ; and
12.2. The right to obtain information regarding the financial affairs from any bank,
financial institution or other entity where monies have been invested or to
which/who monies may be owed by any of the entities relevant to the
determin~tion ; and
12.3. Th~ right to obtain and call for bal.ance sheets or income statements in
12.4.
12.5. ect of any of the entity or business entity or business relevant to the
Th liight to inspect books of account in respect of any company or entity,
ding but not limited to· b~nk statements, pay checks, deposit books
an_ per~onal stater:nent of affairs a1~d liabili~ies, which the valuer considers
rel
1vant for_the determination ; a_nd
Th right to make physical· inspection of assets and take inventories ; and
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12.6. The right to question any person or party and obtain explanations deemed
necessary for the purpose of making the determination ; and
12.7. To do anything or to take any such steps as may be reasonable be
considered by the valuer to be relevant to the valuer's determination ,
including the appointment of an expert valuer to value assets (including
commercial properties .or immovable properties or movable properties) of . .
any one of the Respondent~ ; and
12.8. Be entitled to apply to this·cou~for any further direction that the valuer shall
or may consider necess ry in order to perform his determination ; and
12.9. To take into account a matter which the valuer considers relevant to
determining what the val er considers to be fair value as at the date of the
iss~1ing of this application; and
12.1 0. The Applicants and the First Responde nt shall be entitled to forward any
documents or representations to the valuer and shall be entitled to copies
of any d.ocuments or representations made available by the other party and
in respect of which the cthe_r party is entitled to comment to the valuer; and
12.11. The
1deterrnination of the valuer shall t?e final and binding on the parties
and shall be made available within 45 days from date of being appointed .
13. The valuer shall determine the value of the Applicants' shares as envisaged above.
14. In the event that the second and/or eighth respondents intend to commence with
legal process regarding the rescission of 'the agreement in terms of which Mr.
Cossadianos acquired interests in the second to sixth respondents , such legal
process, to have an impact on the proceedings currently before the court, must
commence within 30 days of this order b!3ing granted, the steps set out below will
be subject tol the outcbme of suc:h legal process and timelines will be amended
15. accordingly. I" :
In the event of no legal process being instituted within the period stipulated in
paragraph 11, ,supra, then within 14 (fourteen) days after the aforementioned
valuation has ean made, the First tc Sixth and Eighth to Twelfth Respondents are
hereby affor9e_ it opportunity ~<? p
1urc~ase from t e Applicants the shares and/or
loan accounts held agJinst the afo_rementioned companies .
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16. In the event of legal process being commenced with and if the outcome of such legal
process is in Mr. Cossadianos' favo·ur, within 14 (fourteen) days after the final
outcome of such legal process in Mr. Cossadianos's favour, the First to Sixth and
Eighth to Twelfth Respondents are hereby afforded an opportunity to purchase from
the Applicants the shares and/or loan accounts held against the aforementioned
companies .
17. In the event that the aforementioned Respondents , as envisaged in prayers 15-16
above, do not acquire the aforementioned shares and/or loani accounts as envisaged
in prayer 15 -16 above, within the respective time period in prayer 15-16 above,
alternatively if the Applicants and the prospective purchasing Responden ts are
unable to agree to the contractual terms under which the aforemen tioned
Respondents would acquire the aforementioned shares, then and in that event and
' . .
as from a period· calculated from 15 days after the valuation of the independent
valuer had been furnished to the parties, alternatively the periods specified in
paragraphs 15-16 supra, then the independent valuer shall have the right to sell and
dispose of all of the shares and/or loan accounts in the Second to Sixth
Respondents , to any person or entity interested in purchasing same for the best
possible price and on such terms as may be determined in the sole discretion of the
valuator. The relief in this paragraph is subject thereto that (i) no legal process
commenced against the applicants or (ii) legal process commenced with were
conducted in favour of the applicant.
18. In the event that the aforementioned valuer fails to procure., within 40 (forty) days
after he acquired the right to sell as provided for in prayer 15 and 16 respectively, a
suitable buyer for a suitable price, then and in that event the Applicants shall be
entitled to amplify the papers and re-enrol the application for the procurement of an
order for the final winding-up of the Second to Sixth Respondents.
19. The First, Eighth and Thirteenth Respondents, jointly and severally, the one paying
the other to be absolved, are ordered to pay the costs of this application , costs to
include the costs consequent upon the employment of two counsel of which one is
a senior on scale C and a junior on scale B.
E van der Schyff
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Delivered : This judgment is handed down elecironically by uploading it to the electronic file of
this matter on Caselines.
For the applicants:
With:
Instructed by:
For the first, eighth and thirteenth 'respondents :
With:
Instructed by:
Date of the hearing:
Date of judgment: Adv. M.P. van der Merwe SC
Adv. J. Eastes
Tim du Toit & Co.
Adv·. J. Vorster SC
Adv. S.N. Davis
SEG Attorneys Inc.
20 February 2025
17 March 2025