LML4806 PORTFOLIO MEMO - OCT./NOV. 2025 - SEMESTER 2 - UNISA - DUE DATE :- 18 OCTOBER 2025 - (DETAILED ANSWERS - DISTINCTION GUARANTEED!)

QUESTION 1 [20] Mbeu Wealth (Pty) Ltd is a registered shareholder holding 25% of the issued ordinary shares of Spartacus Ltd. Mbeu Wealth (Pty) Ltd’s chief investment officer, Talia, was appointed as a director of Spartacus Ltd to represent the interests of Mbeu Wealth (Pty) Ltd on Spartacus Ltd’s board. The other directors of Spartacus Ltd are Pamela, Alissa, and Donte. Pamela is also the chairperson of the board of directors of Spartacus Ltd. The Memorandum of Incorporation of Spartacus Ltd provides that only the board of directors has the power to call a shareholders’ meeting and that all matters relating to shareholders’ meetings are governed by the Companies Act 71 of 2008. On 8 August 2025, Pamela sent to the shareholders of Spartacus Ltd a notice of a shareholders’ meeting to be held on 15 August 2025 to consider a resolution to remove Talia as a director of Spartacus Ltd. The notice of the meeting was signed by Pamela, purporting to act on behalf of the board of directors. No board meeting had been held at which a resolution was taken to convene such a shareholders’ meeting. No record date was set for the shareholders’ meeting. The notice of the shareholders’ meeting was never sent to Mbeu Wealth (Pty) Ltd. On 14 August 2025, Talia received the notice of the shareholders’ meeting through an email from Pamela, including the proposed resolution to remove her as a director of Spartacus Ltd. In her reply to Pamela’s email, Talia indicated that she would not be able to attend the shareholders’ meeting on 15 August 2025 as she needed to first consult her lawyer regarding her proposed removal. She requested that the meeting be postponed to a later date. However, Pamela did not respond to Talia’s email and her request for a postponement of the meeting. On 15 August 2025, a meeting of the shareholders of Spartacus Ltd was held in Mbeu Wealth (Pty) Ltd’s absence and without its knowledge. Talia was unable to attend the meeting. The resolution for the removal of Talia as director was approved by the requisite percentage of shareholders at the meeting. Mbeu Wealth (Pty) Ltd and Talia believe that there were serious defects in the calling and convening of the shareholders’ meeting of 15 August 2025, as well as in the procedure that was followed to remove Talia as a director. They want to institute legal proceedings against Spartacus Ltd and its directors. With reference to the Companies Act 71 of 2008 and the facts provided: 1.1 Advise Mbeu Wealth (Pty) Ltd on the prospects of success in asking the court to order that both the calling and convening of the shareholders’ meeting of 15 August 2025 were irregular and invalid. (14) 1.2 Advise Talia on the prospects of success in asking the court to order that her removal as a director of Spartacus Ltd was irregular and invalid. (6) QUESTION 2 [20] 2.1 Discuss the similarities and the differences between the so-called statutory Turquand rule under the Companies Act 71 of 2008 and the common-law Turquand rule. (10) 2.2 Gareth is employed by JC Industries Ltd as the head of supply chain operations. He is not a director of the company. The board of directors of JC Industries Ltd wants to appoint Gareth as a member of the company’s audit committee and the remuneration committee. The board believes that Gareth’s expertise in manufacturing, logistics, and distribution will be valuable to these committees. With reference to the Companies Act 71 of 2008, explain whether Gareth may be validly appointed as a member of the audit committee and the remuneration committee. (You should deal with each committee separately under its own heading so that your answer is easy to write and read). (6) 2.3 Discuss whether the Companies Act 71 of 2008 provides adequate protection for the company’s creditors during the “amalgamation or merger” procedure. (4) QUESTION 3 [20] 3.1 Tshwene Mining Ltd focuses on the acquisition, development, and operation of gold and platinum mines in South Africa. A competitor, Duiker PMG Ltd, has embarked on the disposal of its non-core mining assets in South Africa in order to focus on its overseas businesses. The board of directors of Tshwene Mining Ltd decides that Tshwene Mining Ltd will acquire all the economically viable gold and platinum mines disposed of by Duiker PMG Ltd. Stefan, the managing director of Tshwene Mining Ltd, is authorised by the board of directors to represent Tshwene Mining Ltd in negotiations for the acquisition of three specific gold mines from Duiker PMG Ltd. During a meeting with Stefan, Sarah, a representative of Duiker PMG Ltd, informs him that Duiker PMG Ltd has also decided to sell its lucrative Kloof platinum mines as she believes that Tshwene Mining Ltd might be interested in buying these mines. Stefan does not disclose his conversation with Sarah to Tshwene Mining Ltd. He resigns as a director of Tshwene Mining Ltd and incorporates a company which purchases the lucrative Kloof platinum mines from Duiker PMG Ltd.With reference to case law, the Companies Act 71 of 2008, and the facts provided above, discuss whether Tshwene Mining Ltd may successfully institute legal proceedings against Stefan for breach of his fiduciary duties. (15) 3.2 The board of directors of Cape Aircraft Services (Pty) Ltd has passed a resolution to place the company under business rescue. The company’s employees are concerned that the business rescue practitioner might change their terms and conditions of employment. Advise the employees of Cape Aircraft Services (Pty) Ltd whether the terms and conditions of their employment may be changed during the business rescue proceedings. (5) QUESTION 4 [20] 4.1 Nandipha, the financial director of Ithemba Ltd, a newly incorporated company, is considering whether the company should appoint Apex Corporate Services (Pty) Ltd as its first company secretary. According to its corporate website, Apex Corporate Services (Pty) Ltd is a premier provider of company secretarial services to various companies. Apex Corporate Services (Pty) Ltd has two employees – Christie, an attorney with more than 25 years’ experience in corporate law, and Nyakallo. Christie is the only person who is responsible for providing company secretarial services, while Nyakallo assists Christie with administrative tasks at Apex Corporate Services (Pty) Ltd’s office. On 10 November 2021, the High Court declared Christie to be delinquent for a period of seven years. With reference to the Companies Act 71 of 2008 and the facts provided, discuss the circumstances in which a juristic person may be appointed as a company secretary, and advise Nandipha whether Apex Corporate Services (Pty) Ltd may validly be appointed as the company secretary of Ithemba Ltd. (8) 4.2 Eland Construction Ltd’s shares are listed on the Johannesburg Stock Exchange. Dricus, the managing director of Eland Construction Ltd, is authorised to negotiate a contract between Eland Construction Ltd and Greenfields Estates Ltd for the construction of 10 000 residential apartments. The transaction will bring a profit of R4 billion to Eland Construction Ltd. Following a series of confidential negotiations, Dricus receives a confidential email in which the managing director of Greenfields Estates Ltd confirms to him that the board of directors of Greenfields Estates Ltd is satisfied with the terms of the contract and that arrangements have been made for the written contract to be signed the following morning. Dricus immediately instructs his stockbroker to purchase a specified number of shares in Eland Construction Ltd for his (Dricus’) wife Zelda. Dricus also tells his friend, Mothibi, about the contract between Eland Construction Ltd and Greenfields Estates Ltd. Mothibi purchases 1 000 shares in Eland Construction Ltd for himself. Mothibi further calls his girlfriend, Sandy, who is a stockbroker, and tells her that this is the best time to buy shares in Eland Construction Ltd. Sandy does not buy any shares in Eland Construction Ltd. With reference to the Financial Markets Act 19 of 2012 and the facts provided, discuss whether Dricus and Mothibi have committed any offence(s) relating to insider trading. (You should deal with each person separately, and you should not include a discussion of any defences to the relevant offences in your answer.) (12) TOTAL: [80]