The court emphasized that a stay of execution requires clear demonstration of special circumstances, and failure to act with clean hands or to file timely applications can result in dismissal.

Introduction

[1] The Applicant is a minority shareholder in the 3rd Respondent holding 3,833,590 ordinary shares in the 3rd Respondent which constitutes 1.38% of the entire issued and paid-up share capital of the 3rd Respondent.

[2] The 1st Respondent is a statutory body established under the Securities Commission Act 1993 and entrusted with the responsibility to regulate and develop the Malaysian Capital Market. The 1st Respondent issued the Rules on Take-overs, Mergers and Compulsory Acquisitions [SC-GL/1-2016(R2-2021)], on 15 August 2016 and revised on 28 December 2021, and the Malaysian Code on Take-Overs and Mergers 2016 (Takeover Code).

[3] The 2nd Respondent is the single largest and majority shareholder of the 3rd Respondent and the registered owner of 132, 151, 497 ordinary shares in the 3rd Respondent constituting 57.78% of the entire issued and paid-up share capital of the 3rd Respondent (Turiya Shares).

[4] Upon completion of the acquisition of the Turiya Shares, the 2nd Respondent, on 22 June 2021 issued a Notice of Unconditional Mandatory Take-Overs Offer to the Board of Directors of the 3rd Respondent (Turiya Board) (Notice) setting out the mandatory take-over offer by the 2nd Respondent to acquire all the remaining ordinary shares in the 3rd Respondent not owned by the 2nd Respondent and at a cash offer price of RM0.18 per share (MTO Offer).

[5] The Applicant, by way of an ex-parte application, filed the Applicant's judicial review (JR) Application on 7 June 2022 and on 13 June 2022 obtained the following orders:

(a) The Applicant is granted leave to apply for a Mandamus order to compel the 1st Respondent to investigate the Applicant's allegation thoroughly and completely regarding contraventions of securities laws and the Listing Requirements in relation to the Notice.

(b) That the MTO Offer be stayed pending the disposal of the substantive hearing of the Applicant's JR Application(Applicant's JR Stay Order).

[6] On 10 January 2023, the High Court granted the Variation Order and the following reliefs:-

(a) An Order to discharge, vary and set aside that part of the Applicant's JR Stay Order restraining the 2nd Respondent from submitting its application to the 1st Respondent to nominate a proxy for appointment to the Board of Directors of the 3rd Respondent; and

(b) For the 2nd Respondent, the right to vote at all subsequent annual general meetings (AGM), extraordinary general meetings (EGM), and other meetings of shareholders of the 3rd Respondent.

[7] Subsequent thereto, the Applicant filed a Notice of Appeal against the Variation Order on 20 January 2023 (The Appeal).

[8] The Applicant then filed a Notice of Application dated 2 May 2023 (encl 97) seeking inter alia the following orders:

8.1 Bahawa suatu penggantungan pelaksanaan Perintah Mahkamah Tinggi Kuala Lumpur bertarikh 10 Januari 2023 diberikan dan kesemua prosiding seterusnya / selanjutnya termasuk tetapi tidak terhad kepada tindakan pelaksanaan ke atas tindakan ini digantung sehingga Rayuan di Mahkamah Rayuan Guaman Sivil No: W-01(IM)-40-01/2023 (Rayuan tersebut) didengardan diputuskan secara muktamad;

8.2 Kos Permohonan ini dijadikan kos dalam kausa; dan

8,3 Relif selanjutnya atau lain-lain relif yang akan diberikan sebagaimana yang dianggap sesuai dan wajar oleh Mahkamah yang Mulia ini.

[9] In essence, the Applicant filed this Notice of Application to stay the execution of this Honourable High Court's Order dated 10 January 2023 (Variation Order) and all p ROC eedings relating to the Applicant's application for leave for JR d