PRUDENTIAL CORPORATION HOLDINGS LIMITED & ANOR vs DETIK RIA SDN BHD & ANOR

Judicial Analysis Court Copy Headnote Facts Arguments Court observation

2020 MarsdenLR 2352

HIGH COURT MALAYA KUALA LUMPUR
PRUDENTIAL CORPORATION HOLDINGS LIMITED & ANOR – Appellant
Versus
DETIK RIA SDN BHD & ANOR – Respondent

Petitioner Advocates:Saritha Devi Kirupalani,Nur Ainnabila Rosdi,Austen Pereira ,Respondent Advocate: Zamani Ibrahim,Tey Jun Ren,Siti Mardhiyyah Zamani

Judgement Key Points

Case Summary

High Court Malaya Kuala Lumpur case: Prudential Corporation Holdings Limited & Anor (Appellants) v Detik Ria Sdn Bhd & Anor (Respondents), Originating Summons No: WA-24NCC-479-09/2019, decided 18-12-2020. Court allowed the Originating Summons (OS) for declaratory and injunctive reliefs declaring Call/Put Option Agreements (CPOA) and Supplemental CPOA (SCPOA) valid and binding, and mandatory injunction for share transfer, but excluded costs on indemnity basis. (!) (!) (!) (!) (!)

Background Facts

2nd Plaintiff (PACL) held 51% shares in Sri Han Suria Sdn Bhd (SHS); 1st Defendant (DR) held 49%. SHS 100% shareholder of Prudential Assurance Malaysia Berhad (PAMB), a licensed insurer. On 27-02-2002, parties entered CPOA granting call option to PACL and put option to DR over DR's 49% SHS shares (Option Shares). (!) (!) (!)
On 15-12-2008, DR exercised Put Option via Put Option Notice, claiming Purchase Consideration of RM114,120,328.77 per cl 4.2(b) CPOA. (!)
On 12-04-2009, parties executed Memorandum of Deposit: DR prohibited from dealing with shares; shareholders prohibited from dealing in DR shares without PACL consent; PACL entitled to complete blank share transfers. (!) (!) (!) (!)
On 09-09-2009, parties entered SCPOA deferring Put Option completion indefinitely until PACL or B

JUDGMENT

Ahmad Fairuz Zainol Abidin J:

Introduction

[1] The Plaintiffs in this case applied to this court for various declaratory and injunctive reliefs against the Defendants including a declaration that the Call and Put Option Agreement and the Supplemental Call and Put option Agreement entered between parties as well as the Put Option Notice issued by the 1st Defendant were valid and subsisting and binding. A mandatory injunction compelling the 1st Defendant to execute the share transfer form in respect of the 1st Defendant's shares was also sought by the Plaintiffs.

[2] Upon considering all arguments, this court allowed the application and all the prayers contained therein but for orders as to costs on an indemnity basis found at prayer 4 of the Originating Summons.

[3] The Defendants being dissatisfied, appealed. The following are the reasons of this court for allowing the said application.

Background Facts

[4] The 2nd Plaintiff and the 1st Defendant were shareholders of Sri Han Suria Sdn Bhd ("SHS"). The 2nd Plaintiff held 51% of the shares and the 1st Defendant held 49% of the shares. On 27 February 2002, the 2nd Plaintiff and the 1st Defendant entered into a Call/Put Option Agreem

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2020 MarsdenLR 2352

HIGH COURT MALAYA KUALA LUMPURPRUDENTIAL CORPORATION HOLDINGS LIMITED & ANOR – AppellantVersusDETIK RIA SDN BHD & ANOR – Respondent

Case Summary

Background Facts

Cases Referred (3)

HIGH COURT MALAYA KUALA LUMPUR
PRUDENTIAL CORPORATION HOLDINGS LIMITED & ANOR – Appellant
Versus
DETIK RIA SDN BHD & ANOR – Respondent