Vantage Goldfields SA (Pty) Ltd and Others v Arqomanzi (Pty) Ltd

Three gold-mining companies in the Vantage group (VGL, Barbrook and MIMCO) were placed under business rescue after mining operations ceased following a fatal mine collapse and subsequent financial distress. Business rescue plans adopted between 2016 and 2018 envisaged restoring the companies to solvency through third-party funding, particularly a conditional loan from the Industrial Development Corporation. When that funding failed to materialise, the business rescue practitioners declared the plans had failed and invited new offers. Arqomanzi submitted a rescue offer and participated in consultations aimed at amending the adopted plans pursuant to a prior High Court order (the Roelofse order). Shortly before circulating those amended plans to creditors, the practitioners instead relied on a clause in the adopted plans to unilaterally amend them in line with proposals from VGSA and its holding company, and immediately began implementation. Arqomanzi urgently applied for an interdict to prevent implementation, resulting in a rule nisi which was later confirmed by the High Court together with additional declaratory and supervisory orders.

The appeal was upheld in part: the declaratory and supervisory orders in paragraphs 49.1, 49.2, 49.4 and 49.5 of the High Court order were set aside. The appeal was dismissed in respect of paragraph 49.3, confirming the rule nisi interdicting the business rescue practitioners from implementing the unilaterally amended plans. The appellants were ordered to pay the costs of the appeal, including the costs of two counsel.

This judgment authoritatively confirms that adopted business rescue plans under the Companies Act cannot be unilaterally amended by business rescue practitioners, even where a plan contains a clause purporting to allow such amendments. It reinforces creditor participation and democratic control as central features of business rescue and limits attempts to contract out of the statutory framework. The case also clarifies the limits of a court’s power to grant declaratory relief mero motu.