Back
JUDGMENT
[1] There are two applications before me in two actions (Suit No W-22NCC-255-06-2018 and Originating Summons No WA-24NCC (ARB)- 29-06-2018) which are heard together. In the Originating Summons, it is an application for a Mareva injunction and ancillary disclosure order by the plaintiffs, Top Glove Corporation Ltd and Top Care Sdn Bhd against Adventa Capital Pte Ltd ("Adventa Capital") in aid of an arbitration in Singapore between the parties and the other application in the writ action is an application for mareva injunctions and ancillary disclosure orders by the plaintiffs against Low Chin Guan ("Low") and Wong Chin Toh ("Wong"), the directors of Adventa Capital and ACPL Sdn Bhd ("ACPL") a wholly owned subsidiary of Adventa Capital. I have dismissed the applications. These are the full reasons for my decision.
Salient Background Facts
[2] Adventa Capitals subsidiary Aspion Sdn Bhd ("Aspion") is a glove manufacturing and distribution company. Top Glove was interested in purchasing the shares in Aspion and had made approaches to Adventa Capital to buy Aspion.
[3] By a letter dated 23 May 2017, Top Glove indicated its intention to acquire all the shares in the capital of Aspion at an indicative purchase price of up to approximately RM1.225 billion subject to the broad terms and conditions set out in Appendix 1 of the letter.
[4] Pursuant to recommendations by Credit Suisse (which had been appointed by Adventa Capital to advise on and assist in the potential sale of Aspion or Adventa Capitals Glove Business) Adventa Capital decided to undertake a bidding process for the sale of all the shares in the capital of Aspion. Rahmat Lim & Partners ("RL&P") was engaged as Adventa Capitals legal advisors and the bidding process for the Aspion sale was launched in or about the end of June 2017.
[5] There were about ten interested bidders including Top Glove.
[6] Aspion, together with Credit Suisse, prepared the Information Memorandum, which consisted of the Overview and the Commentary, prepared based on Aspions books and records including the financial statements for Financial Year ("FY") 2016 which had been audited by Aspions auditors, Ernst & Young. Information concerning the financial position of Aspion and forecasts and financial projections were set out in the Information Memorandum.
[7] There were extensive disclaimers of liability set out in both the Overview and the Commentary. For instance, Adventa Capital and Credit Suisse said:
"...the company and Credit Suisse expressly disclaim any and all liability for any errors/omissions, which are contained in these materials or any other written or oral information and make no representations or warranties, whether express or implied, as to the accuracy or completeness of the materials or any other written or oral information. In particular, no representation or warranty is made as to the achievement, accuracy or reasonableness or, and no reliance should be placed on, future projections, management targets, estimates, prospects or returns, if any.
These materials may include certain statements, estimates, projections and forward-looking statements provided by the company with respect to anticipated future performance. Such statements, estimates, projections and forward looking statements reflect various assumptions by the company concerning anticipated results, assumptions which may or may not prove to be correct. Neither the company nor Credit Suisse make any representations or warranties as to the achievement, accuracy or reasonableness of such statements, estimates, projections or assumptions. In all cases, interested parties should conduct their own investigation and analysis of the company and these materials."
[8] On or about 11 July 2017, Credit Suisse sent the first draft of a confidentiality undertaking to interested buyers, including Top Glove. The intention was that after the execution and return of these confidentiality undertakings by the inte
