Nallini Pathmanathan J:

INTRODUCTION

[1]The plaintiffs’ claim against the defendants is for damages arising from a breach of statutory duty. The breach in issue is the failure or refusal of the defendants to undertake a mandatory general offer to purchase the remaining voting shares in Palmco Holdings Bhd (‘Palmco’) after having acquired, between March 1997 and August 1998, allegedly in concert, slightly more than 33% of the issued share capital of Palmco.

SALIENT FACTS

[2]The plaintiffs in this suit were, in 1997, minority shareholders in Palmco Holdings Bhd (‘Palmco’). In March 1997 the board of directors of the first defendant, IOI Corp Bhd (‘IOI’) resolved to acquire some 52,463,000 equivalent to 32.96% of the issued share capital of Palmco from Mega First Corp Bhd at the price of RM4.35 per share. On 24 March 1997 IOI announced its commitment to make the said acquisition. On 25 March 1997 IOI acquired a further 38,000 shares representing 0.024% of the issued share capital of Palmco. On the same day the second defendant, Tan Sri Dato’ Lee Shin Cheng (‘the second defendant’) who is the managing director of IOI, acquired 77,000 or 0.048% of the issued share capital of Palmco. He subs