What protections exist for minority shareholders in a South African private equity buyout and how is fair value determined?

Dear Sir/Madam, I hope this message finds you well. I read your query regarding the private equity buyout of the South African company in which you hold minority shares. This is a complex situation, but South African law does provide robust protections if you know how to leverage them. Here is a brief overview of your key rights under the Companies Act 71 of 2008: Tag-Along Rights: Unlike some jurisdictions, "tag-along" rights (the right to sell your shares alongside the majority) are not automatically granted by SA statute. They are contractual rights usually found in the company's Memorandum of Incorporation (MOI) or a Shareholders' Agreement. You must review these documents immediately to see if a "deemed offer" or tag-along clause is triggered by the PE firm's offer. Fair Value & Appraisal Rights (Section 164): If the buyout is structured as a "Scheme of Arrangement" (Section 114) or a merger, and you vote against it, you may be entitled to Appraisal Rights under Section 164. This allows you to demand the company pay you the "fair value" of your shares in cash, determined by the court if necessary, rather than accepting the buyout price. Protection Against Dilution: If the PE firm intends to inject new capital (issuing new shares), you generally have pre-emptive rights under Section 39 to maintain your percentage shareholding, unless your MOI states otherwise. Should you engage a lawyer? Yes. The determination of "fair value" is highly technical (often involving independent experts) and timelines for exercising Section 164 rights are very strict. Missing a deadline can forfeit your rights. Given the financial stakes, you need to check the specific transaction structure (e.g., is it a Section 114 scheme or a general offer?). I specialize in advising on these matters and can provide a low-cost consultation to review your position and guide you through the next steps. Since I am currently abroad, I offer these consultations via WhatsApp for your convenience.