SOTELLA FUND PTE. LTD. v 1. ) BAMBOO QUEST SDN BHD 2. ) United Malayan Land Bhd
Catchwords
ORDERS OF THE COURT [106] For the foregoing reasons, this Court makes the following orders: (a) Declaration: IT IS HEREBY DECLARED that the 1st and 2nd Defendants are bound by the terms of the Deed of Undertaking and Indemnity dated 21.12.2016 when read together with the Share Subscription Agreement dated 21.12.2016, the Letter Agreement dated 5.1.2017, and the Supplemental Agreement dated 7.9.2021, and are obligated to perform their obligations set forth therein; (b) It is also DECLARED that the 1st and 2nd Defendants are in material and fundamental breach of the express terms of the said Deed of Undertaking and Indemnity dated 21.12.2016 when read together with the Share Subscription Agreement dated 21.12.2016, the Letter Agreement dated 5.1.2017, and the Supplemental Agreement dated 7.9.2021, in failing and/or neglecting to take steps pursuant to Clause 1, Clause 2 and Clause 4 of the said Deed of Undertaking to perform or cause to be performed and/or pay the sums that are payable in consequences of the default, failure or omission made by Lextrend to make payment of the Unpaid Redemption Sum with interest in accordance with the contractually agreed Redemption Timeline(s) under the Share Subscription Agreement dated 21.12.2016, the Letter Agreement dated 5.1.2017, and the Supplemental Agreement dated 7.9.2021; (c) Judgment for Principal Sum: JUDGMENT is hereby entered in favour of the Plaintiff against the 1st and 2nd Defendants jointly and severally for the Total Unpaid Redemption Sum comprising: (i) USD26,081,300.00;and (ii) RM94,012,500.00; (d) Pre-Judgment Contractual Interest: The 1st and 2nd Defendants shall pay to the Plaintiff contractual interest at the rate of 8% per annum on the aforesaid principal sums, calculated from: (i) 27.6.2022 (being seven days after the due date of 20.6.2022) for the June 2022 redemption sum of USD13,002,500 and RM46,437500; (ii) 27.12.2022 (being seven days after the due date of 20.12.2022) for the December 2022 redemption sum of USD484,400 and RM2162,500; and (iii) 27.6.2023 (being seven days after the due date of 20.6.2023) for the June 2023 redemption sum of USD12,594,400 and RM45,412,500, continuing until the date of this judgment. This judgement sum is to be paid within 21 days from the dated of this judgment: (e) Post-Judgment Interest: The judgment sum shall carry interest at the rate of 5% per annum from the date when this judgement is required to be satisfied until full and final satisfaction of the judgment debt, pursuant to section 11 of the Civil Law Act 1956 and Order 42 Rule 12 of the Rules of Court 2012; (f) Set-off Provision: The Plaintiff is entitled to set off against the judgment sum any net proceeds actually received from the sale of the BSA Land, after deducting all associated costs, expenses, fees, commissions, and taxes, provided that such set-off shall be limited to the amount of RM125,000,000.00 based on the credible valuation accepted by this Court. For the avoidance of doubt, the mere transfer of the BSA Land does not discharge the monetary obligation, as the Principal Agreements contemplate cash redemption, not payment in kind; and (g) Costs: The 1st and 2nd Defendants shall pay the Plaintiff's costs of these proceedings in the sum of RM900,000, subject to allocator. [107] This Court notes that the orders made herein are without prejudice to any rights the Plaintiff may have arising from the separate Originating Summons proceedings dated 8.2.2024 concerning the transfer of the BSA Land, which remains subject to the pending appeal proceedings. [108] For completeness, this Court clarifies that the contractual interest awarded herein is distinct from and additional to any interest that may be awarded in the arbitration proceedings between the Plaintiff and Lextrend, there being separate causes of action arising from different c
Practice Areas
ORDERS OF THE COURT 106 For the foregoing reasons, this Court makes the following orders: (a) Declaration: IT IS HEREBY DECLARED that the 1st and 2nd Defendants are bound by the terms of the Deed of Undertaking and Indemnity dated 21.12.2016 when read together with the Share Subscription Agreement dated 21.12.2016, the Letter Agreement dated 5.1.2017, and the Supplemental Agreement dated 7.9.2021, and are obligated to perform their obligations set forth therein; (b) It is also DECLARED that the 1st and 2nd Defendants are in material and fundamental breach of the express terms of the said Deed of Undertaking and Indemnity dated 21.12.2016 when read together with the Share Subscription Agreement dated 21.12.2016, the Letter Agreement dated 5.1.2017, and the Supplemental Agreement dated 7.9.2021, in failing and/or neglecting to take steps pursuant to Clause 1, Clause 2 and Clause 4 of the said Deed of Undertaking to perform or cause to be performed and/or pay the sums that are payable in consequences of the default, failure or omission made by Lextrend to make payment of the Unpaid Redemption Sum with interest in accordance with the contractually agreed Redemption Timeline(s) under the Share Subscription Agreement dated 21.12.2016, the Letter Agreement dated 5.1.2017, and the Supplemental Agreement dated 7.9.2021; (c) Judgment for Principal Sum: JUDGMENT is hereby entered in favour of the Plaintiff against the 1st and 2nd Defendants jointly and severally for the Total Unpaid Redemption Sum comprising: (i) USD26,081,300.00;and (ii) RM94,012,500.00; (d) Pre-Judgment Contractual Interest: The 1st and 2nd Defendants shall pay to the Plaintiff contractual interest at the rate of 8% per annum on the aforesaid principal sums, calculated from: (i) 27.6.2022 (being seven days after the due date of 20.6.2022) for the June 2022 redemption sum of USD13,002,500 and RM46,437500; (ii) 27.12.2022 (being seven days after the due date of 20.12.2022) for the December 2022 redemption sum of USD484,400 and RM2162,500; and (iii) 27.6.2023 (being seven days after the due date of 20.6.2023) for the June 2023 redemption sum of USD12,594,400 and RM45,412,500, continuing until the date of this judgment. This judgement sum is to be paid within 21 days from the dated of this judgment: (e) Post-Judgment Interest: The judgment sum shall carry interest at the rate of 5% per annum from the date when this judgement is required to be satisfied until full and final satisfaction of the judgment debt, pursuant to section 11 of the Civil Law Act 1956 and Order 42 Rule 12 of the Rules of Court 2012; (f) Set-off Provision: The Plaintiff is entitled to set off against the judgment sum any net proceeds actually received from the sale of the BSA Land, after deducting all associated costs, expenses, fees, commissions, and taxes, provided that such set-off shall be limited to the amount of RM125,000,000.00 based on the credible valuation accepted by this Court. For the avoidance of doubt, the mere transfer of the BSA Land does not discharge the monetary obligation, as the Principal Agreements contemplate cash redemption, not payment in kind; and (g) Costs: The 1st and 2nd Defendants shall pay the Plaintiff's costs of these proceedings in the sum of RM900,000, subject to allocator. 107 This Court notes that the orders made herein are without prejudice to any rights the Plaintiff may have arising from the separate Originating Summons proceedings dated 8.2.2024 concerning the transfer of the BSA Land, which remains subject to the pending appeal proceedings. 108 For completeness, this Court clarifies that the contractual interest awarded herein is distinct from and additional to any interest that may be awarded in the arbitration proceedings between the Plaintiff and Lextrend, there being separate causes of action arising from different c
Judges (1)
Case Significance
SOTELLA FUND PTE. LTD. v 1. ) BAMBOO QUEST SDN BHD 2. ) United Malayan Land Bhd is a High Court (Mahkamah Tinggi) decision dated September 7, 2025 (citation: wa-22ncvc-562-10-2023). The case was decided by Roz Mawar binti Rozain.
Key issues: (g) Costs: The 1st and 2nd Defendants shall pay the Plaintiff's costs of these proceedings in the sum of RM900,000, subject to allocator..
What was the outcome of SOTELLA FUND PTE. LTD. v 1. ) BAMBOO QUEST SDN BHD 2. ) United Malayan Land Bhd?
SOTELLA FUND PTE. LTD. v 1. ) BAMBOO QUEST SDN BHD 2. ) United Malayan Land Bhd is a High Court decision dated September 7, 2025. The case was heard by Roz Mawar binti Rozain. See the full judgment for details.