TWK Agriculture Holdings (Pty) Ltd v Hoogveld Boerderybeleggings (Pty) Ltd and Others

The respondents, shareholders in TWK Agriculture Holdings (Pty) Ltd, instituted action in the Mpumalanga Division of the High Court seeking relief based on the appraisal remedy under s 164 of the Companies Act 71 of 2008. They alleged that amendments to the company’s Memorandum of Incorporation, adopted in February 2019, materially and adversely affected their shares by rendering them related parties, and demanded payment of the fair value of their shares. TWK excepted to the amended particulars of claim on two grounds: first, that an appraisal remedy was unavailable where the company had only a single class of shares; and second, that the alleged ‘deemed relatedness’ affected shareholders personally rather than the rights attaching to their shares. The High Court upheld the exceptions, but on appeal the Full Court reversed that decision and dismissed the exceptions. TWK then sought to appeal to the Supreme Court of Appeal.

The appeal was struck from the roll.

The judgment strongly reaffirms the doctrine of finality as the central criterion for appealability in the Supreme Court of Appeal, resisting a shift towards a broad ‘interests of justice’ test. It clarifies that the dismissal of an exception remains, save in limited circumstances, non-appealable, thereby promoting legal certainty, judicial efficiency, and the avoidance of piecemeal appeals. The case is important for appellate practice and civil procedure in South Africa.