IPRETORISTREEi12 OF3anUKWANDRegistratioResponden12 I in liminea J a a J ETh aI a a aATh inter alia52 it is recorded that the initial shareholders have prior to the entering into of this agreement ID: 866035
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1 I PRETORI STREE (Registratio i (1 (2 OF
I PRETORI STREE (Registratio i (1 (2 OF (3 an UKWAND (Registratio Responden [1 [2 I - - in limine a J) a a J E Th a I a a a A Th inter alia"5.2 it is recorded that the initial shareholders have, prior to the entering into of this agreement formed an alliance ("the alliance') to seek funds for the business of the Company
2 from outside sources but -5.2.1 It is r
from outside sources but -5.2.1 It is recorded that Vuwa has been issued shares subject to it making a loan to the comapny in an amount of R6 000 000 (six million rands)("Vuwa loan") 5.2.1.1 Vuvsa will make the loan contemplated in 5.2.1 to the Company by way of 24 (twenty four) equal monthly instalments in an amount
3 ofR250 000 (two hundred and fifty thous
ofR250 000 (two hundred and fifty thousand rands) into the trust account of Veneziano Incorporated, Standard Bank Castle Walk., Account Number: 411373749 or such other bank account as nominated by the Board of Vuwa in writing; 5.2.1.2 the first instalment of the monies due as contemplated in clause 5.2.1.1 will be pai
4 d upon signature of this agreement..."
d upon signature of this agreement..." I [7 [8 3 [9 9. 9. [10 ! a a a a [11 (referred [12 [13 a a 4 representativ [14 ainter alia: "Re Proposed Structuring. "Dear Sirs We further wish to confirm the proposed transfer (subject to the conclusion of successful negotiations and any required regulatory approvals) to Uk
5 wanda of unencumbered physical shares am
wanda of unencumbered physical shares amounting to 15% of the issued ordinary share capital of Acc-Ross Holdings Limited and unencumbered derivative instruments equating control over a further 45% of the issued ordinary share capital of Acc-Ross Holdings, i.e. the agreement will become effective immediately following su
6 ch endeavour to complete the proposed ag
ch endeavour to complete the proposed agreements for the transfers as referred to above by the end of April 2008. [Signed] Jac de Beer - Authorised Representative". 5 [15 [16 a a (supra). [17 a " [18 signed 3 signed [19 [20 6 th finance [21 a [22 a place. [23 a "The parties to this agreement acknowledge that the Co
7 mpany 7 [respondent] had prior to of t![mpany
7
[respondent] had prior to of t](866035/mpany-7-respondent-had-prior-to-of-this-.jpg "mpany
7
[respondent] had prior to of t")
mpany 7 [respondent] had prior to of this agreement entered into a Agreement with Quattro Trust a copy of which is attached hereto for identification purposes) for the purchase of shares issued by Acc-Ross Holdings Limited and by signature hereof the parties ratify the agreement." [24] & v G B a a "Before it can imp
8 ly a tacit term the Court must be satisf
ly a tacit term the Court must be satisfied, upon a consideration in a reasonable and businesslike manner of the terms of the contract and the admissible evidence of surrounding circumstances, that an implication necessarily intendedon the basis of the suggested term . . :". [25 i a place. [26 a 4 8 meeting a discussi
9 on a a [27 a v "Die maatskappy betwis d
on a a [27 a v "Die maatskappy betwis die geldigheid van die vordering van wanneer 'n skuld ter goeder frou betwis 'n iikwidaste-aansoek geweier is virdie beslissing van twyfetagtige skulde nie''. [28 9 principle a abouta [29 debts [30 a 30. a 30. a 30. 30. 30. 30. 1 o Respondent' A Applicana a v 2 & v "M Lords, my o
10 pinion these authorities represent and o
pinion these authorities represent and of which should be endorsed. The foundation of it ail lies in the words 'just and equitable' and, if there is any respect in which some of the cases may be open to criticism, it is that the courts 1 may sometimes have been too timorous in giving them full force. The words are a re
11 cognition of that a limited company is m
cognition of that a limited company is more than a mere judicial a personality of its own: that there is room in company law for recognition of the fact that behind amongst it, there are individuals, with rights, expectations and obligations inter se which are not necessarily submerged in the company structure. is defin
12 ed by the Companies Act 1948 and by the
ed by the Companies Act 1948 and by the articles of association by which shareholders agree to be most companies and in most contexts, this definition is sufficient and exhaustive, equally so whether the company is large or 'just and equitable' provision one party to disregard the obligation he assumes by entering athe
13 court to dispense him from equity always
court to dispense him from equity always does, enable the court to subject of legal rights to equitable consideration; consideration, that is, of a personal character arising between one individual and make it insist on legal rights, or to exercise them in a particular way." Th a a A 1 don a - - objective. I 1 2 N ACT