Abdul Aziz Mohamad J:

By the present summons in chambers, the plaintiffs seek an injunction to restrain the defendant bank from disposing of 5,508,000 ordinary shares held by the defendants in Sin Heng Chan (Malaya) Berhad ("SHCB"), a public company whose shares are listed on the main board of the Kuala Lumpur Stock Exchange. The 5,508,000 SHCB shares, which I shall refer to as "the Shares", were originally the property of Rakyat Merchant Bankers Berhad ("RMBB"). They became subject to an agreement made on 21 April 1995 between RMBB and the plaintiffs ("the agreement") for their sale by RMBB to the plaintiffs for RM103,656,921.63 (RM18.82 per share). Through sales of business given effect to by orders of court under s. 50(1) of the Banking and Financial Institutions Act 1989("the BAFIA"), the shares and the agreement devolved on the defendants on 7 November 1996 when their name was DCB Bank Bhd. The institution by the plaintiffs of their action in this case and their making of the present application for an injunction were in consequence of a move by the defendants to terminate the agreement for its alleged breach by failure to pay the balance of the purchase price and interest thereon. The plaintiffs maintain that the termination of the agreement was not valid and they hope through the action to obtain, besides other reliefs, specific performance of the agreement. They maintain that if the shares were disposed of, damages would not be adequate for them because the shares constitute almost 30% of the issued and paid-up shares of SHCB and therefore represent a controlling block.

Within 14 days from the date of the agreement, the plaintiffs paid two deposits totalling RM10,365,692.16, leaving, of the purchase price, a balance of RM93,291,229.47, which, according to cl. 8.01(c) of the agreement, was to be paid by 21 October 1995, but cl. 12 provided for one extension of six months subject to payment of interest. Time was of the essence.

On 1 August 1995, less than four months after the agreement was executed, RMBB's assets and liabilities, following a sale of business, vested in BSN Merchant Bank Berhad ("BSNMB") by a vesting order under s. 50(1) of the BAFIA. So BSNMB succeeded to the shares and the agreement in place of RMBB.

There were five extensions of the time to pay the balance of the purchase price, which initially should have been paid by 21 October 1995. The first was the extension of six months as of right under cl. 12. For some reason which is not relevant or material, that extension was treated as expiring on 3 April 1996. Subsequent extensions were granted at the request of the plaintiffs. The second extension was from 3 April 1996 until 3 October 1996. The third was from 4 October 1996 until 3 April 1997. The second extension was granted by RMBB although BSNMB had already taken over their business, but nothing turns on that. The third extension was granted by BSNMB.

On 7 November 1996, during the period of the third extension, BSNMB's assets and liabilities, following a sale of business, vested in the defendants by a vesting order under s. 50(1) of the BAFIAwhen the name of the defendants was DCB Bank Bhd. So the defendants succeeded to the shares and the agreement in place of BSNMB.

The fourth extension was granted by the defendants. It was from 4 April 1997 to 3 October 1997. It was subject to interest being serviced quarterly.

On 7 April 1997, during the fourth extension period, the plaintiffs wrote to the defendants to acknowledge that as at 3 April 1997, the end of the third extension period, their account stood at RM103,100,887.28, which comprised the balance purchase price of RM93,291,229.47 and interest thereon, less a sum that had been paid towards interest. The plaintiffs proposed to pay RM3,100,887.28 and to have the balance of RM100,000,000 treated as the principal sum, that is, as the balance purchase price. The defendants agreed that RM100,000,000 be capitalised from 4 April 1997 as the balan