JUDGMENT

Roz Mawar Rozain J:

[1] The plaintiff is a company incorporated in Singapore, whilst the 1st defendant is a private limited company incorporated in Malaysia. The 2nd defendant is also incorporated in Malaysia but is a public limited company. The 2nd defendant is in the business of developing property projects, including but not limited to those involving commercial, residential and/or mixed-use residential and commercial projects.

[2] Both the defendants are shareholders of Lextrend Sdn Bhd (Lextrend), a subsidiary of the 2nd defendant. Lextrend was incorporated in 2012 and serves as the holding company for the entity undertaking the development of a mixed commercial development initially known as UMLand Medini Lakeside Developments (now known as UM City) in Medini Iskandar, Malaysia.

[3] Dato' Ng Eng tee is the Executive Chairman and a shareholder of the 2nd defendant, as well as a director and shareholder of the 1st defendant. His son, Dennis Ng Yew Khim, is the Managing Director of the 2nd defendant Group of Companies, a shareholder of the 2nd defendant, and a director and a shareholder of the 1st defendant. They both participated in the contract negotiations with the plaintiff. Dato Ng testified as DW1.

The Principal Agreements

[4] The relationship between the parties is governed by three principal agreements (collectively referred to as the "Principal Agreements"). They are:

(a) A Share Subscription Agreement dated 21 December 2016 (SSA) entered into between the plaintiff and Lextrend, wherein Lextrend agreed to allot and issue, and the plaintiff agreed to subscribe for, Redeemable Preference Shares (RPS) subject to the terms and conditions therein;

(b) A Letter Agreement dated 5 January 2017 (LA) entered into between the plaintiff and Lextrend; and

(c) A Supplemental Agreement dated 7 September 2021 (SA) entered into between the plaintiff and Lextrend, whereby an extension of time was granted to Lextrend in respect of the due dates for the redemption of the designated RPS in accordance with Schedule 1 of the said SA.

[5] The SSA was to give effect to the investment strategy where, in response to the requirement for the working capital of the respective business of Lextrend, the 2nd defendant, and the 2nd defendant Group of Companies, the plaintiff placed its capital investment in Lextrend, the 2nd defendant and the 2nd defendant Group of Companies.

[6] In exchange for the funding, the plaintiff was to receive investment returns from the Lextrend at the agreed contractual redemption date(s) of the RPS, and also the return of principal on the relevant contractually agreed redemption date(s). Additionally, the plaintiff was provided with security by Lextrend, the 2nd defendant, and the 2nd defendant's Group of Companies against the performance, compliance, and observation of Lextrend's contractual obligations.

[7] The Principal Agreements expressly provide contractually agreed redemption obligations on the part of Lextrend (Redemption Obligations) according to the following schedule:

The Deed Of Undertaking And Indemnity

[8] On 21 December 2016, a Deed of Undertaking and Indemnity (DOU) was executed between the 1st and 2nd defendants on one part and the plaintiff on the other part. The DOU was executed for the purposes of providing security to the plaintiff against the performance, compliance, and observation of Lextrend's obligations under the Principal Agreements, as expressly provided for in cls 1(e) and (f) of the DOU.

[9] The material terms of the DOU which the plaintiff claims have been breached are:

(i) Clause 1(e) provides that the defendants "shall at all times unconditionally and irrevocably, jointly and severally keep the Investor, and/or its nominee (if applicable) indemnified, safe and harmless against all proceedings, actions, claims, demands, loss and damages whatsoever, directly or indirectly arising from any default or liabilities of Lextrend under the Agreement";

(ii) Clause 1 (f) provides that the defendants "unc