Dispensation of shareholder and creditor meetings in amalgamation matters where unanimous consent affidavits show no purpose for convening them.

Complete consent affidavits from all equity shareholders, secured creditors and unsecured creditors of both the transferor and transferee companies justified dispensing with separate meetings for the proposed amalgamation scheme. The Tribunal found that the supporting board resolutions and audited and provisional financial statements satisfied the statutory prerequisites for considering the application, and that convening stakeholder meetings would serve no useful purpose where unanimous consent was already on record. The application was therefore allowed in terms of the directions issued, and the meetings of the equity shareholders, secured creditors and unsecured creditors of both companies were dispensed with.

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Issues: Whether the meetings of equity shareholders, secured creditors and unsecured creditors of the transferor and transferee companies could be dispensed with on the basis of unanimous consent affidavits in support of the proposed scheme of amalgamation.

Analysis: The application was supported by board resolutions, audited and provisional financial statements, and affidavits showing 100% consent from all equity shareholders and creditors of both companies. The Tribunal noted that the statutory prerequisites for considering the scheme application were satisfied and that, in the presence of complete consents from all relevant stakeholders, convening separate meetings would serve no useful purpose.

Conclusion: The meetings of the equity shareholders, secured creditors and unsecured creditors of both companies were dispensed with, and the application was allowed in terms of the directions issued.

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