JUDGMENT

Wong Kian Kheong JCA:

A. Background

[1] By way of -

(1) a "Letter of Offer" dated 13 May 2015; and

(2) a "Master Equity Secured Financing-i Facility Agreement" dated 9 June 2015 (Facility Agreement)

- Amanah International Finance Sdn Bhd (AIF) provided Tan Sri Abdul Halim Saad (HS) with a facility of up to RM80,000,000.00 (Facility) to purchase securities of Malaysian companies which must be Shariah-compliant.

[2] The Facility was in accordance with the "Tawarruq" concept of Shariah banking system.

[3] There were two drawdowns from the Facility by HS, namely -

(1) a first tranche of a sum of RM40,000,000.00 (1st Tranche). The 1st Tranche was used by HS to purchase shares in Sumatec Resources Bhd.; and

(2) a second tranche in the amount of RM20,250,000.00 (2nd Tranche). HS used the 2nd Tranche to acquire 20,000,000 shares (ESB Shares) in Efogen Sdn Bhd (ESB) by way of a Sale and Purchase Agreement dated 30 December 2015 [SPA (ESB)]. In the SPA (ESB), Abu Talib din Abdul Rahman (ATAR), as HS's nominee, purchased ESB Shares from AIF.

[4] On 26 January 2017, AIF and Hektar Premier Sdn Bhd (HP) entered into a "Assignment of Surplus Sale Proceeds" (Assignment) wherein, among others, HP had