JUDGMENT

Kang Hwee Gee J:

Originating Summons D5-24-22-1999 consolidated with D4-24-163-1999

The summons require the determination of issues across a broad spectrum of legal principles. The chronological narrative however, is not in dispute and may be summarised as follows:

In The Beginning

The plaintiffs were individual minority shareholders of United Malayan Banking Corporation Berhad (UMBC) a public unlisted company. Between them the plaintiffs held 5.01% of the issued and paid up voting shares of UMBC.

The controlling shareholders of UMBC at the material time, were Dato' Keramat Holdings Bhd and its wholly owned subsidiary UMBC Holdings Sdn Bhd (the UMBC group). Collectively they held 201,168,890 ordinary shares of UMBC representing 60.35% of the issued and paid up voting shares of UMBC.

The other substantial shareholders were Petroleum Nasional Bhd (Petronas) and Perbadanan Nasional Bhd (Pernas). Between them they held some 30% of the issued and paid up voting shares of UMBC.

The 1st defendant, Sime Darby Bhd and its wholly owned subsidiary, the 2nd defendant Sime Darby Financial Services Holdings Sdn Bhd (Sime Darby Group) were desirous of acquiring the entire issued and paid