Gopal Sri Ram JCA:

Background

[1] On 5 December 2005 this court was moved on a certificate of urgency for a stay pending appeal. The learned judge's judgment was available and the point at hand was one of law and practice arising from uncontroverted facts. The matter was one of undoubted urgency and importance to all concerned. We accordingly directed that the motion to be treated as the appeal proper and granted the parties dispensation from complying with the Rules of the Court of Appeal 1994. The appeal was then, on application of counsel, heard on 7 December 2005. At the conclusion of arguments we dismissed the appeal. The reasons for our decision are now produced.

[2] The facts are these. The appellant was the target company in a take-over bid made by Kulim (Malaysia) Berhad, the second respondent in this case. The appellant's board was obviously unhappy with this. So it engaged the Securities Commission, the first respondent before us, in some correspondence. On 14 October 2005, the Commission wrote refusing an extension of time for the appellant's board to take the usual steps with regard to the take-over bid in accordance with the Take-Over Code. The appellant then