JUDGMENT

Introduction

Nallini Pathmanathan FCJ:

[1] These are our full grounds of judgment delivered after the issuance of our ex tempore grounds handed down immediately after the hearing of this appeal on 30 July 2024.

[2] The pivotal issue in this appeal turns on:

(i) whether two call and put option agreements in relation to the acquisition and disposal of a 49% shareholding in the controller of an 'insurer' as defined under the Insurance Act 1996 , are valid conditional or contingent contracts, and can consequently be specifically performed notwithstanding the non-procurement of the consent of the Minister of Finance; or

(ii) whether these agreements are invalid and cannot be specifically enforced for that same reason, namely the non-procurement of the consent of the Minister of Finance under s 67 of the Insurance Act 1996 .

[3] Section 67 requires the approval of the Minister to be obtained prior to entry into, and the carrying out of, the said agreements. It provides in essence, that all agreements resulting in the acquisition or disposal of an aggregate of 5% in the shareholding of the controller of a licensed insurer required the consent of the Minister of Finance. The agreement