Introduction

[1] This is an appeal by the Appellant/Plaintiff against the decision of the High COURT, Kuala Lumpur in which the learned Judge dismissed the Appellant's claims for an order that the Respondents/Defendants jointly and severally make a Mandatory Take-Over Offer to all shareholders of Naluri Berhad (except Danaharta) at an offer price of RM1.98 per ordinary share as per the terms set out in the Securities Commission Act 1993 and the Take-Over Code.

[2] We heard the appeal on 2 July 2015 and reserved our decision to consider the submissions of respective counsel. We have since done that and now give our decision together with grounds.

[3] For ease of reference, the Appellant shall be referred to as the Plaintiff, the 1st Respondent as the 1st Defendant and the 2nd Respondent as the 2nd Defendant.

Background facts

[4] Naluri Berhad (Naluri) was a public listed company with an authorized capital of RM2,000,000,000.00. The fully paid and issued share capital was RM690,516,320.00 of which Pengurusan Danaharta Naisonal Berhad (Danaharta) had a charge on 309,648,000 shares which amounted to 44.84% of the Naluri issued and paid up capital (Naluri pledged sha