JUDGMENT

Lee Heng Cheong JCA:

Background

[1] The Respondent/Plaintiff is a locally incorporated company and its shareholders are Tabung Amanah Warisan Negeri Terengganu and the Government of Malaysia, through the Ministry of Finance.

[2] The Respondent/Plaintiff was previously the holding company of a group of companies known as the Perwaja Group of companies ("PGC") which was in the steel industry.

[3] In the mid-nineties, the privatization of PGC was initiated and the Appellant/Defendant participated in such privatization.

[4] The privatization of PGC involved the incorporation and participation of a special purpose corporate vehicle known as Equal Concept Sdn Bhd ("ECSB"). The Appellant/Defendant owned 51% of the issued share capital of ECSB, while the balance 49% was owned by the Malaysian Ministry of Finance.

[5] The Respondent/Plaintiff first entered into a written agreement with ECSB entitled "Perwaja Group Share Sale Agreement", dated 16 May 1997 ("PGSSA").

[6] The PGSSA provided for the sale by the Respondent/Plaintiff of all its shares in its subsidiaries listed in Schedule 2 thereto, to ECSB. There were 20 companies listed in Schedule 2. In consideration, ECSB was to allot to th