Primus Equities & Assets Sdn. Bhd. v Langkasuka Land Sdn. Bhd. (WA-22NCC-341-05/2025)

DALAM MAHKAMAH TINGGI MALAYA DI KUALA LUMPUR DALAM WILAYAH PERSEKUTUAN KUALA LUMPUR, MALAYSIA (BAHAGIAN DAGANG) GUAMAN SIVIL NO: WA-22NCC-341-05/2025 ANTARA PRIMUS EQUITIES & ASSETS SDN BHD [No. Syarikat: 202001009614 (1365934-P)] …PLAINTIF DAN

1. LANGKASUKA LAND SDN. BHD. [No. Syarikat: 202101001223 (1401521-U)]

2. WIDAD BUSINESS GROUP SDN. BHD. [No. Syarikat: 200201034715 (602380-P)]

3. TAN SRI MUHAMMAD IKMAL OPAT BIN ABDULLAH (No. KP: 680513-02-6321)

4. ILHAM WIDAD BIN MUHAMMAD IKMAL OPAT (No. KP: 960917-04-5509)

5. JAMILAH BINTI MAHAMAD ISA (No. KP: 690612-02-5796)

6. PENTADBIR TANAH, PEJABAT DAERAH DAN TANAH LANGKAWI …DEFENDAN-DEFENDAN DAN 18/05/2026 09:58:14 WA-22NCC-341-05/2025 Kand. 101 S/N m/cP8sr90EiYkCv/RqocjA **Note : Serial number will be used to verify the originality of this document via eFILING portal PERTUBUHAN KESELAMATAN SOSIAL (PERKESO) …PENCELAH OCBC BANK (MALAYSIA) BERHAD [No. Syarikat: 199401009721 (295400-W)] …PENCELAH GROUNDS OF JUDGMENT (Enclosure 3) Introduction

1. The Plaintiff applied for a worldwide ex-parte asset freezing order on 30-5-2025 (“Mareva Injunction”) in conjunction with the initiation of an action for specific performance of a Sale and Purchase Agreement dated 4-7-2022 with the 1st Defendant (“SPA”).

2. The Mareva Injunction was allowed ex-parte on 11-6-2025, freezing the assets of the 1st, 4th and 5th Defendants up to the limit of RM150 million each, and the assets of the 2nd and 3rd Defendants up to the limit of RM195 million each, with disclosure orders on all their assets. An ad interim injunction in the same terms was granted on 24-6-2025.

3. The 2nd Defendant (“D2”) was wound up on 18-11-2025 and was represented by the DGI as liquidator. The Plaintiff discontinued the prayers for relief under Enclosure 3 as against D2 as no leave had yet been obtained to prosecute the claim against D2 on the date fixed for the inter-partes hearing. S/N m/cP8sr90EiYkCv/RqocjA **Note : Serial number will be used to verify the originality of this document via eFILING portal

4. Since the ex-parte and ad interim orders were granted, 2 interveners have successfully intervened in the proceedings, seeking to be heard in respect of Enclosure 3. They are Pertubuhan Keselamatan Sosial (“PERKESO”) and OCBC Bank (Malaysia) Berhad (“OCBC”), chargees of land belonging to the 1st and 3rd Defendants respectively.

5. For convenience, the 1st and 3rd to 5th Defendants will be referred to in this Judgment as “D1, “D3,” “D4” and “D5” respectively, and collectively as the “Defendants.” PERKESO and OCBC are collectively referred to as the “Interveners.”

6. This is the Court’s decision on the application after the inter-partes hearing of Enclosure 3. Background facts

7. The Plaintiff is an asset holding and investment company. D1 is engaged in property development and rental operations and is wholly owned by D2. D3 and D4 are directors of D1. D3 is also a substantial shareholder and director of D2. D5 is a minority shareholder and director of D2.

8. On its face, the SPA documents the sale by D1 to the Plaintiff of approximately 220 acres of land held under title HSD 1756 PT 651 Bandar Padang Mat Sirat, Daerah Langkawi, Negeri Kedah (“Land”) for RM150 million. A suite of related agreements was signed at the same time as the SPA namely: S/N m/cP8sr90EiYkCv/RqocjA **Note : Serial number will be used to verify the originality of this document via eFILING portal a) an Option Agreement giving D2 an option to purchase the Land within 12 months of the SPA at RM195 million and pending such exercise, providing for D2 to pay rental at RM1.3 million per month; b) a Personal Guarantee given by D3 to secure the obligations of D1 and D2 under the aforesaid agreements; c) a Trust Deed for D1 to hold the Land on trust for the Plaintiff pending the deferred transfer of title to the Land from D1 to the Plaintiff to allow time for sub-division and D2’s option rights; and d) a Letter of Undertaking from D1, undertaking to deliver the original sub-divided titles for the Land to P for development (“Related Agreements”).

9. The stated purchase price of RM150 million under the SPA was paid by the Plaintiff to D1 over several tranches between 5-7-2022 and 7-7-2022. As part of the agreed terms, the transfer of title was deferred for 12 months to allow for D2’s option to purchase and the sub-division of the title. The Land was later sub-divided into 12 separate lots with individual titles on 24-8-2023, though it is a complaint of the Plaintiff that this was wrongfully concealed from the Plaintiff.

10. The Defendants do not deny the Plaintiff’s complaints in this action that they have not performed their stated obligations set out in the S/N m/cP8sr90EiYkCv/RqocjA **Note : Serial number will be used to verify the originality of this document via eFILING portal SPA and Related Agreements. This is because they contend that the transaction was a sham to conceal an illegal moneylending transaction and therefore, the SPA and Related Agreements are not enforceable.

11. Thus, there is no dispute on the facts that the period of deferment passed after the 12-month option period expired on 4-7-2023, D2 did not exercise the option rights to purchase the Land from the Plaintiff and D1 did not deliver any titles to the subdivided Land to the Plaintiff. Apart from 6 months’ rental withheld from the purchase price paid, D2 also did not pay rentals to the Plaintiff.

12. In breach of the express warranties in the SPA and the terms of the Trust Deed, D1 also proceeded to encumber the Land with: a) a registered charge on PT 708 in favour of Bay Smart Capital Ventures Sdn Bhd (registered on 22-2-2024); b) 2 registered charges on PT 709 and 710 in favour of PERKESO (registered on 7-4-2024); and c) 2 lienholder’s caveats on PT 714 and 715 in favour of Hui One Capital Sdn Bhd (registered on 26-12-2023).

13. The Plaintiff contends that the SPA and Related Agreements are not a sham, but valid contractual documents evidencing an intended collaboration to develop the Land. In the light of the breaches by D1, D2 and D3, the Plaintiff lodged private caveats on the sub-divided Land on 22-12-2024 and filed this action in May 2025, claiming breach of the said SPA and Related Agreements, fraud and conspiracy by unlawful means. S/N m/cP8sr90EiYkCv/RqocjA **Note : Serial number will be used to verify the originality of this document via eFILING portal Analysis and findings

14. It is trite that the Mareva injunction is available if the applicant can demonstrate (a) a good arguable case; (b) that the defendants have assets within jurisdiction; and (c) that there was a risk of the assets being removed before judgment could be satisfied (S&F International Ltd. v. Trans-Con Engineering Sdn. Bhd. [1985] 1 MLJ 62 (“S&F International”)). Good arguable case

15. The Defendants argue that the Plaintiff has no valid cause of action, as they say that the agreements are a cloak for an unlicensed moneylending transaction and are therefore unenforceable (Triple Zest Trading & Suppliers & Ors v Applied Business Technologies Sdn Bhd [2023] 6 MLJ 818).

16. Counsel for the Defendants referred to what they contend to be peculiar features of the SPA and Related Agreements, such as the deferment of transfer of title, the receipt of the entire RM150 million within a few days, the language of the Personal Guarantee alluding to a debt, and the actual valuation of the Land at RM2.9 billion.

17. On the other hand, the Plaintiff referred to the prima facie validity of the agreements negotiated and drawn up by solicitors for the transaction and the correspondence between the parties in July and August 2025, evidencing settlement discussions to resolve the dispute between them. S/N m/cP8sr90EiYkCv/RqocjA **Note : Serial number will be used to verify the originality of this document via eFILING portal

18. The Plaintiff maintained that the transaction is a genuine commercial deal to jointly develop the Land and as a purchaser who has paid the full purchase price, it has beneficial ownership rights to the Land.

19. If the Plaintiff is right, then, it is not seriously in dispute that: a) D1 and D3 have flagrantly breached the SPA and Related Agreements; and b) D1 is additionally liable for breach of the terms of the trust under the Trust Deed. D4 and D5 are implicated as co-conspirators of D1 and D3 in carrying out these overt unlawful acts. The Plaintiff also pleads if the transaction is struck down for any reason, it is entitled to restitution.

20. Based on the competing contentions advanced at this stage, this Court is satisfied that the Plaintiff has a good arguable case, i.e. one that is more than barely capable of serious argument (S & F International Ltd. v. Trans-Con Engineering Sdn. Bhd. [1985] 1 MLJ 62, citing Mustill J in Ninemia Maritime Corporation v. Trave Schiffahrtsgesellschaft m.b.H. UND CO. K.G. [1984] 1 All ER 398). Assets in the jurisdiction

21.

Pursuant to the ex-parte Order, the Defendants have disclosed their assets within the jurisdiction. They were also ordered to S/N m/cP8sr90EiYkCv/RqocjA **Note : Serial number will be used to verify the originality of this document via eFILING portal disclose their assets outside the jurisdiction, but the disclosure affidavits filed do not reveal any ownership of overseas assets. The Plaintiff also did not adduce any evidence of overseas assets owned by the Defendants. Serious risk of dissipation

22. The Plaintiff relies on the following as evidence of a serious risk of dissipation of assets to defeat a judgment: a) the wrongdoing complained of in this action, which the Plaintiff equates to a lack of probity and honesty on the part of the Defendants and from which this Court may infer a risk of dissipation of assets (Ang Chee Huat v Engelbach Thomas Joseph [1995] 2 MLJ 83); b) the foreclosure proceedings pending on part of the Land charged to PERKESO in breach of the SPA and Trust Deed; and c) the sale of the 12-storey commercial building at No. 3, Jalan Semantan, Damansara Heights 50490 Kuala Lumpur. Widad Builders Sdn Bhd is 60% owned by D2, with common shareholders and directors as D1 and D2.

23. Dealing first with the sale of the Damansara Heights building, this is not a relevant consideration as the registered proprietor and vendor in that sale was Widad Builders Sdn Bhd who is not a party to this action. The Plaintiff has no claim against that entity or to any S/N m/cP8sr90EiYkCv/RqocjA **Note : Serial number will be used to verify the originality of this document via eFILING portal part of its assets. The sale cannot be said to constitute dissipation of assets belonging to the Defendants to justify a Mareva Injunction.

24. As for the pending foreclosure proceedings on the charged Land, D1 brought it on by sub-dividing and charging or otherwise encumbering the Land in favour of various creditors after the SPA and Related Agreements were signed, having at least on the face of the documents, undertaken that it would not do so.In Foo Poh Sang & Ors v Yuen Lum Sdn Bhd & Intervener [1989] 1 CLJ Rep 547 (“Foo Poh Sang”) the Court was satisfied that there was a risk of dissipation in similar circumstances.

25. The plaintiffs in Foo Poh Sang were unpaid vendors who had transferred title to the defendant/purchaser, who then charged it to the intervener. To protect their interest, the plaintiffs lodged a private caveat, but the caveat was later removed by the court because the plaintiffs have no caveatable interest.

26. The plaintiffs in Foo Poh Sang then obtained an interlocutory injunction restraining the defendant from disposing of the land. The intervener, arguing for the “innocent purchasers” who were non-parties, contended that the injunction should also fail because the caveat was removed. The High Court disagreed, characterised the injunction as a Mareva injunction and held: “First, the plaintiffs had satisfied the court that they had a good arguable case with regard to the balance of the purchase price remaining unpaid. Secondly, they had S/N m/cP8sr90EiYkCv/RqocjA **Note : Serial number will be used to verify the originality of this document via eFILING portal satisfied the court that there was a risk of dissipation of the only known asset, ie the land, as after all the defendant had been selling the sub-divided lots derived from the land, and further that the probity of the defendants was not to be relied on by the failure to pay instalments towards the purchase price without even bothering to give any explanation therefor. Thirdly, the court took into account the plaintiffs’ evidence and unfortunately none from the defendant, who proffered no evidence.”

27. In this case, the foreclosure proceedings itself is the enforcement of a statutory right by the registered chargee. However, D1 did charge the PERKESO Charged Land in breach of the SPA and in short order, trigger the default that led to the foreclosure. These actions relate to the main argument put forward by the Plaintiff to satisfy this element of the Mareva relief, namely the very wrongdoing complained of in this action.

28. Pressed at the hearing, counsel for the Plaintiff relied solely on the pleaded case against them on the SPA and Related Agreements i.e. that the Defendants are presumed to have a tendency to dissipate their assets because of their dishonest conduct. The test requires at a minimum, direct evidence that the Defendants have previously acted in a way which shows that their probity is not to be relied on.

29. On that, this Court is conscious that it should not conflate the 2 separate requirements for a good arguable case and serious risk of dissipation of assets. In this case however, this Court notes that even taking the defence case at its highest, D1 and D3 have, by S/N m/cP8sr90EiYkCv/RqocjA **Note : Serial number will be used to verify the originality of this document via eFILING portal their own admission, participated in a scheme to accept RM150 million from the Plaintiff for their own use, with no intention of repaying any of it.

30. This Court notes their defence of illegality, but the validity of the SPA and Related Agreements is still an open question. Even if D1 and D3 are correct that the Court should ultimately decline to lend its aid to the Plaintiff, that does not absolve them of dishonesty. While the potential culpability of D4 and D5 is not evident at this stage, the conduct and stance of D1 and D3 do clearly mark them as untrustworthy.

31. Finally, the Defendants also argued that ultimately, there is no necessity for a Mareva Injunction to preserve the Plaintiff’s rights because the value of D1’s Land in Langkawi alone far exceeds the upper limit of the Plaintiff’s claim, and any risk of its dissipation has been eliminated by the lodgment of private caveats on the subdivided titles by the Plaintiff.

32. There is some merit in the argument that the private caveats remove the risk of dissipation of D1’s Land. It was also recognized by the Court of Appeal in IB Capital Sdn Bhd v Ivory Indah Sdn Bhd & Anor [2022] 1 MLJ 860 (“IB Capital”) that a private caveat is an effective restraint on dealings during its life. However, the point made by the Court of Appeal in that case is that while the caveats were effective restraints, their expiry did not extinguish the plaintiff’s equitable rights. S/N m/cP8sr90EiYkCv/RqocjA **Note : Serial number will be used to verify the originality of this document via eFILING portal

33. The argument in IB Capital that the plaintiff failed to take further protective steps such as applying for an injunction to restrain dealings was raised by the defendants and the High Court had treated this inaction as fatal, concluding that the plaintiff lost their priority as against the defendants’ registered interest. The Court of Appeal disagreed, found no waiver and held that because the defendants acted with wilful blindness and unconscionable disregard of the plaintiff’s interest, they were guilty of equitable fraud and could not claim indefeasibility of title.

34. Thus, the question of whether an injunction should have been sought was moot in IB Capital and on the facts, an injunction might have prevented the subsequent dealings on the land that became the subject matter of that case. The plaintiff relied primarily on private caveats to protect its security interest as lender, but once those lapsed, the defendants moved quickly to transfer the lands with knowledge of the plaintiff’s interest.

35. In this case, the private caveats were lodged on 22-12-2024 and there is no suggestion that they are in danger of being removed. However, there is also no undertaking by D1 that it will not seek to have the caveats removed. In any case, as a legal proposition, the Mareva Injunction and private caveats can co-exist to give a complete safeguard, as In Manilal & Sons (M) Sdn Bhd v M Majumder [1988] 2 MLJ 305. There, the Court cited Walsh v Alexander (1913) 16 CLR 293 where the defendant had agreed to sell the plaintiff a certain home-stead selection but subsequently repudiated the agreement. An order for specific performance was S/N m/cP8sr90EiYkCv/RqocjA **Note : Serial number will be used to verify the originality of this document via eFILING portal made and an injunction in terms was also granted. On appeal Barton ACJ said at p 303: “It is urged that the respondent’s caveat sufficiently protects him, and therefore he cannot have an injunction. I do not agree. The caveat does not give the purchaser relief as comprehensive or as direct as he gains by the jurisdiction in personam, and therefore it cannot be held to be the exclusive remedy …”

36. Based on the authorities cited and considering the facts of this case, this Court is not inclined to detract from the Mareva considerations by speculating on the necessity or otherwise of having both restraints on dealings on the Land being in place concurrently. Suffice to say, this Court is satisfied that the tests for the Mareva Injunction have been met.

37. This Court also need not be overly concerned with the real valuation of the Land which is in dispute, because the Mareva Injunction against D1 has an upper limit of RM150 million and it is not a proprietary injunction targeted at the Land specifically, particularly since it has been sub divided into 12 lots. The Mareva Injunction does not restrain any dealings with assets beyond the RM150 million mark. Interveners’ prior rights

38. The ad interim injunction currently in force has prevented the Interveners, who are registered chargees, from foreclosing on land belonging to D1 and D3: S/N m/cP8sr90EiYkCv/RqocjA **Note : Serial number will be used to verify the originality of this document via eFILING portal a) PERKESO seeks the release of 2 lots of the Land belonging to D1, charged on 7-4-2024. They are HS(D)1839 PT 709 and HS(D) 1840 PT 710, both at Section 4, Bandar Padang Mat Sirat, Langkawi (“PERKESO Charged Land”); and b) OCBC Bank seeks the release of 3 strata titles belonging to D3, charged on 2-11-2015. They are 1996/M1/1/13, 1996/M1/2/49 and 1996/M1-B/3/82, all at Lot 62032 Seksyen 40 Mukim Bandar Petaling Jaya (“OCBC Charged Land”).

39. The Plaintiff argued that the PERKESO Charged Land should not be released from the Mareva Injunction sought because the charges were created in breach of D1’s contractual obligations under the SPA and its fiduciary duties as a trustee under the Trust Deed.

40. This Court is unable to agree with the above contention because the charges were registered on 7-4-2024, before the Plaintiff lodged its private caveats on 22-12-2024, and well before the ex-parte Mareva Injunction was ordered. Crucially, there is no allegation of fraud against PERKESO and the Plaintiff is not challenging the validity of the charges in any proceedings.

41. This Court is therefore of the view that a variation to the Mareva Injunction to exclude the PERKESO Charged Land is in order, but not because the Plaintiff’s remedy sounds only in damages as argued by counsel for PERKESO. S/N m/cP8sr90EiYkCv/RqocjA **Note : Serial number will be used to verify the originality of this document via eFILING portal

42. PERKESO’s rights prevail because this is a straightforward matter of competing priorities between the Plaintiff’s equitable claim to title of the PERKESO Charged Land under the SPA with beneficial ownership under a constructive trust and PERKESO’s indefeasible proprietary interest as a registered chargee.

43. While a Mareva injunction aims to prevent asset dissipation, it does not supersede the indefeasible interest and statutory rights of a valid registered chargee to foreclose. As noted in Foo Poh Sang: “In my view the intervener’s right as a charge under the National Land Code could not be interfered with by the plaintiffs who admitted as much and expressly stated they had no objection to such right. The court had therefore varied the injunction order by adding the words to the effect that nothing in the order should prejudice at all in any way the foreclosure proceedings under the National Land Code which the intervener had intended to take in its capacity as a charge. The coast was thus clear for it to exercise its rights for all its remedies.”

44. Even if there were no pending foreclosure proceedings, the Plaintiff can ultimately only take the PERKESO Charged Land subject to the charges registered. The position of OCBC is even clearer, as the OCBC Charged Land were charged in 2015 and there is no claim by the Plaintiff to title to those properties. S/N m/cP8sr90EiYkCv/RqocjA **Note : Serial number will be used to verify the originality of this document via eFILING portal Conclusions

45. Enclosure 3 is allowed in part. Upon the usual undertaking as to damages by the Plaintiff, the Mareva Injunction remains as against D1 and D3, it is discharged as against D4 and D5. A further order is inserted to the effect that nothing in this order should prejudice in any way, the foreclosure proceedings that PERKESO and OCBC had intended to take in their capacity as chargee of the PERKESO Charged Land and the OCBC Charged Land.

46. Costs in the cause. Bertarikh: 20 April 2026 ELAINE YAP CHIN GAIK PESURUHJAYA KEHAKIMAN MAHKAMAH TINGGI MALAYA KUALA LUMPUR S/N m/cP8sr90EiYkCv/RqocjA **Note : Serial number will be used to verify the originality of this document via eFILING portal Peguam Untuk Plaintif: Satharuban Sivasubramaniam (Johan Mohan Bin Abdullah dan Mishalini a/p Rajasegaran bersamanya) Tetuan Satha & Co Untuk Defendan Pertama, Ketiga, Keempat dan Kelima: Ambiga Sreenevasan (Shireen Ann Selvaratnam, Athari Bin Bahardin bersamanya) Tetuan Athari Untuk Defendan Kedua Siti Mafuza Binti Ahmad Walat Jabatan Insolvensi Malaysia Untuk Pencelah (Pertubuhan Keselematan Sosial (PERKESO)) Harjinder Kaur a/p Ajaib Singh (Toh Xin Yi bersamanya) Tetuan Shahrizat Lee & Rashid Untuk Pencelah (OCBC Bank (Malaysia) Berhad) Nornadia binti Muri Tetuan Kington Tan Dzul S/N m/cP8sr90EiYkCv/RqocjA **Note : Serial number will be used to verify the originality of this document via eFILING portal