So far as the obligation to act in good faith is concerned, that is not some vague generalised obligation in the current context, but, as the cases I have cited recognise, what is required (consonant with the obligation to provide full and fair disclosure of any deal the grantor is minded to accept) is good faith in setting out the precise terms of the offer the grantee has to match and which the grantor is minded to accept. I agree with Miss Carr that, without good faith in that sense, the grantee will not have the opportunity to which the right of first refusal entitles it contractually, to understand and have the opportunity of matching the third party proposal.” [30] The parallel with the present case is clear. The evidence shows that at the time of the 25.4.2024 letter, RHB had only received non-binding Phase 1 bids and had not yet received or evaluated binding Phase 2 bids. RHB thus could not have been “minded to accept” any particular terms at that stage, making the 25.4.2024 letter premature and insufficient to discharge RHB's obligations under the right of first refusal provision. As Flaux J observed in Astrazenica, without proper disclosure of the actual deal the grantor is minded to accept, “the grantee will not have the opportunity to which the right of first refusal entitles it contractually, to understand and have the opportunity of matching the third party proposal” (at [54]). [31] RHB's argument about compliance with the agreed framework misses a crucial point. While the framework may establish procedures for implementation, it cannot override the fundamental requirements for a valid offer under a right of first refusal. As held in Smith v Morgan [1971] 1 WLR 803 (English High Court – Chancery Division) by Brightman J, the grantor must “act bona fide in defining the terms to be included in the offer.” The evidence shows that RHB's 25.4.2024 letter was premature, being based on non-binding indicative bids rather than final terms RHB was prepared to accept. [32] The commercial context further supports this conclusion. The bid process documentation explicitly distinguished between Phase 1's non-binding indicative bids and Phase 2's final binding bids. This two-phase structure was designed precisely because detailed financial, operational, and business information would only be provided to shortlisted bidders in Phase 2, enabling them to submit informed binding bids. RHB's attempt to discharge the right of first refusal based on preliminary Phase 1 bids undermines this carefully structured process. [33] Moreover, the evidence shows that TMLM promptly raised its concerns about the premature nature of the offer. In its letter dated 20.6.2024, TMLM explicitly articulated its understanding that RHB “would notify us of the bona fide offer that it wishes to accept from a final bidder only after considering all the bids at the conclusion of the bid process i.e. at the end of Phase 2.” TMLM further specified that this “ROFR Offer” should “set out the fee structure and other payments that will be made under a conventional life insurance arrangement, and all material terms and conditions (without any additional terms beyond the terms in the final bidder's offer).” This understanding aligns with both commercial logic and the authorities' interpretation of what constitutes proper exercise of a right of first refusal. As TMLM emphasised, this approach was intended to be “consistent with the construct of a ROFR,” requesting only that RHB “first notifies us in the event RHB decides to select another final bidder at the end of Phase 2 and provide us with the opportunity to determine if we are able to match the offer by the final bidder.” [34] For these reasons, I find that RHB's letter of 25.4.2024 did not constitute valid exercise of the right of first refusal, despite the agreed implementation framework. The letter was premature, based on non-binding indicative bids, and lacked essential terms necessary for a valid offer under a right of first refusal. Consequently, TMLM's right of first refusal remains in force until properly discharged through disclosure of the final binding terms RHB is minded to accept. Commercial choice and consequences [35] RHB contends that TMLM made a strategic commercial choice to reject RHB's 25.4.2024 offer and instead participate in Phase 2 of the bid process. RHB argues that by doing so, TMLM exhausted its right of first refusal and cannot now seek to revive those rights after having made the decision to compete in the bidding process. RHB submits that TMLM's participation in Phase 2 constituted a counter-offer which discharged RHB's obligations under the right of first refusal. [36] TMLM's position is that its participation in Phase 2 of the bid process cannot be construed as waiving or discharging its right of first refusal. While participating in Phase 2 by submitting a joint proposal with TIFB, TMLM maintained throughout that the right of first refusal would be properly implemented only after conclusion of Phase 2, when RHB had identified its preferred bidder. TMLM argues that for the right of first refusal to have any meaningful effect, it must be given the opportunity to match the successful bid selected by RHB at the conclusion of Phase 2. This understanding was clearly communicated to RHB in TMLM's letter of 20.6.2024, where TMLM confirmed its willingness to respond promptly within an agreed timeframe once RHB had made its selection. [37] Having carefully considered the submissions and evidence, I find TMLM's position to be more persuasive. The contemporaneous documentary evidence clearly demonstrates that TMLM had consistently maintained its position regarding the right of first refusal throughout the process. In its letter dated 20.6.2024, even while agreeing to participate in Phase 2 by submitting a joint binding proposal with TIFB, TMLM explicitly reiterated its understanding of the right of first refusal process, stating that RHB would notify TMLM of “the bona fide offer that it wishes to accept from a final bidder only after considering all the bids at the conclusion of the bid process i.e. at the end of Phase 2.” TMLM maintained that, consistent with the construct of a right of first refusal, it should be given “the opportunity to determine if we are able to match the offer by the final bidder.” This position regarding the proper implementation of the right of first refusal was clearly communicated to RHB and was never contested by RHB at the material time. [38] The authorities support TMLM's position. In Astrazenica, Flaux J held that a right of first refusal confers “a right to be given an opportunity to match any third party offer which the grantor of the right might be otherwise minded to accept”. The learned judge found that where the grantor has received an offer from a third party which it is minded to accept, what is required to comply with the obligation to grant a right of first refusal is that the grantee be afforded the opportunity to match that offer. [39] The principle in Astrazenica is particularly apt here as the factual matrix is strikingly similar. Like in Astrazenica, TMLM's participation in the competitive bid process alongside other bidders did not extinguish its right of first refusal. Rather, the right of first refusal entitled TMLM to be given the opportunity to match any third party offer that RHB was minded to accept. This right subsisted independently of TMLM's participation in Phase 2 of the bid process. [40] RHB's argument that TMLM's participation constituted a counter-offer which discharged the right of first refusal is not sustainable. The evidence shows that when participating in Phase 2, TMLM clearly maintained its position that the right of first refusal would only be properly implemented after RHB had identified its preferred bidder at the conclusion of Phase 2. This was expressly stated in TMLM's letter of 20.6.2024. [41] Furthermore, as held in Smith v Morgan, where a right of first refusal exists, the grantor is obliged to make an offer to the grantee at the price at which it is minded to sell. Brightman J.'s statement in Smith v Morgan, concerning the grantor's obligation in a right of first refusal, is found on page 808 of the judgment: “[The] obligation on the vendor, should she wish to sell, is an obligation to make an offer to the purchaser at the price and at no more than the price at which she is, as a matter of fact, willing to sell.” [42] Brightman J. further emphasised the importance of good faith in setting the price: “[The] plaintiff must, of course, act bona fide in defining the price to be included in the offer.” [43] Applying this principle, RHB remained obliged to give TMLM the opportunity to match the successful bid, regardless of TMLM's participation in Phase 2. [44] The commercial reality also supports this conclusion. As evidenced by the correspondence between the parties, the bid process was conducted in two phases precisely because Phase 1 involved non-binding indicative bids while Phase 2 was for final binding bids. It would defeat the commercial purpose of the right of first refusal if TMLM was precluded from matching the final binding bid that RHB ultimately decided to accept. Such an interpretation would render the right of first refusal practically meaningless. [45] For these reasons, I find that TMLM's participation in Phase 2 of the bid process did not discharge or waive its rights under the right of first refusal. TMLM remains entitled to be given the opportunity to match the successful bid selected by RHB at the conclusion of Phase 2. Additional opportunity to match [46] RHB submits that it went beyond its contractual obligations by providing TMLM with a second opportunity to match terms in August 2024. RHB argues that this additional chance to match the preferred bidder's terms, though not required, demonstrates its good faith in dealings with TMLM. RHB contends that the information provided about the gaps between TMLM's bid and the successful bidder's terms was sufficient for TMLM to exercise any matching rights. [47] TMLM contends that the August 2024 discussions cannot constitute proper discharge of its right of first refusal. TMLM argues that these discussions were conducted expressly without prejudice to its right of first refusal rights, and more critically, RHB failed to provide the full and complete terms of the successful bid, instead only sharing selected parameters chosen by RHB. TMLM maintains that for the right of first refusal to have any meaningful effect, it must be given the opportunity to review and match the complete terms of the successful bid. [48] Having carefully considered the submissions and evidence, I find TMLM's position to be more persuasive. The contemporaneous documentary evidence demonstrates that the August 2024 discussions were expressly conducted without prejudice to TMLM's right of first refusal rights. This is clearly evidenced in RHB's email dated 8.8.2024, where RHB explicitly acknowledged that “the discussion we had was subject to each other's rights including but not limited to our respective legal position.” [49] The authorities, including Astrazenica, support TMLM's position that a proper discharge of a right of first refusal requires “full and fair disclosure of any deal the grantor is minded to accept” to ensure the grantee has a meaningful opportunity to understand and match the third-party proposal. [50] The evidence shows that RHB's disclosure in August 2024 again fell short of this requirement. While RHB did provide quantitative comparisons on several key financial terms in its email of 8.8.2024, including specific figures on access fees, Personal Banker Banca incentives, marketing allowances, IT spend commitments, and reciprocal business arrangements, this disclosure was still selective rather than comprehensive. RHB provided selected parameters of comparison between TMLM's bid and the successful bid, rather than the full and complete terms of the successful bid. [51] The documentary evidence shows that TMLM promptly responded to RHB's email of 8.8.2024 by submitting a comprehensive improved bid on 26.8.2024, which addressed numerous aspects of the partnership, including the upfront facilitation fee, payment structure, right of first refusal provisions, contract extension terms, and various operational improvements. TMLM's response specifically addressed the Personal Banker Banca Incentives issue by proposing in point 7 of its letter that “a fixed allowance per PBB will be provided for Life and Family where RHB has the control on the incentive structure.” This demonstrates TMLM's good faith efforts to address the specific concerns raised by RHB. However, despite this substantial response, RHB still declined to proceed with TMLM without providing access to the full terms of the successful bid. [52] Though RHB's email of 8.8.2024 did provide specific details on several key terms, including financial parameters and non-financial considerations, this discrepancy supports TMLM's argument that RHB did not offer a genuine opportunity to match the winning bid. The evidence indicates that TMLM made serious attempts to address all identified gaps through its comprehensive 26.8.2024 response, yet without access to the complete successful bid, TMLM was inherently disadvantaged in its ability to fully match all relevant criteria. This lack of complete transparency prevented TMLM from making a fully informed decision and potentially matching the winning bid on all relevant criteria. [53] A bona fide offer for the renewal of the Bancassurance Agreement should encompass the complete terms of the winning bid which RHB failed to satisfy. TMLM's participation in the August 2024 discussions, aimed at “closing the gaps,” was without prejudice to their right to receive the full details of the successful bid. [54] The commercial context supports this conclusion. A bancassurance agreement, as evidenced by the current agreement between the parties which spans 44 pages, is a complex commercial arrangement with numerous interconnected terms. As held in Fraser v Thames Television Ltd by Hirst J, a contractual offer must contain “at least the salient terms proposed”. While RHB did provide numerical comparisons on several key financial terms, the selective disclosure of certain parameters, without disclosing the complete successful bid in its entirety, cannot constitute proper discharge of the right of first refusal. [55] RHB's argument that its August 2024 discussions went beyond its obligations misses the point. The issue is not whether RHB provided additional opportunities beyond what was required, but whether what was provided satisfied the fundamental requirements of the right of first refusal. The evidence shows it did not. As held in QR Sciences Ltd v BTG International Ltd, a proper exercise of a right of first refusal requires an offer made in good faith that a genuinely interested offeree would reasonably consider. [56] Furthermore, TMLM has demonstrated that the terms of a bancassurance agreement cannot be considered in isolation or only in respect of a few identified parameters. The comprehensiveness of TMLM's 26.8.2024 response – which addressed not only financial terms but also governance structures, product development, training, digital innovation, and customer experience enhancements – underscores the complexity of the agreement at issue and the inadequacy of RHB's selective disclosure. The contemporaneous evidence shows that immediately upon receiving the detailed comparison in RHB's email of 8.8.2024, TMLM worked to develop and submit an improved bid addressing the identified gaps. However, without access to the full terms of the successful bid, TMLM was not in a position to properly evaluate and match all material aspects of the competing offer. [57] For these reasons, I find that RHB's August 2024 discussions and relatively detailed but nonetheless selective disclosure of certain terms did not constitute proper discharge of TMLM's right of first refusal. The right continues to subsist until TMLM is provided with the full and complete terms of the successful bid and given a meaningful opportunity to match those terms. Takaful issue and contemporaneous conduct [58] RHB argues that TMLM's complaints about the inclusion of family takaful products in the April offer are without merit, given TMLM's subsequent ability to participate with a takaful partner in its Phase 2 bid. RHB further contends that TMLM's contemporaneous conduct, particularly its failure to raise objections about the adequacy of information during the April-June period, undermines its current position. [59] TMLM contends that RHB's inclusion of family takaful products in its 25.4.2024 offer was improper as TMLM was not licensed to provide such products at that time. TMLM argues that this inclusion, without prior notice, made it impossible for TMLM to effectively assess or accept the offer. TMLM maintains that its subsequent collaboration with a takaful partner for Phase 2 does not retrospectively validate RHB's April offer, which must be assessed based on the circumstances existing at the time it was made. [60] Having carefully considered the submissions and evidence, I find TMLM's position to be more persuasive. The contemporaneous documentary evidence establishes that the existing Bancassurance Agreement dated 29.12.2014 between the parties relates solely to conventional life insurance. This is a critical starting point for analysing the scope of the right of first refusal contained in Clause 3.2(b) of that Agreement. [61] The authorities support TMLM's position regarding the proper exercise of a right of first refusal. In QR Sciences Ltd it was held that a properly exercised right of first refusal requires an offer made in good faith that the grantor genuinely believes a serious offeree would consider. The evidence shows that at the time of RHB's 25.4.2024 offer, RHB knew that TMLM was not licensed to provide family takaful products. This knowledge is crucial in assessing whether the offer was truly bona fide. [62] The principle in Smith v Morgan, as elaborated by Brightman J, requires that the grantor of a right of first refusal must “act bona fide in defining the price to be included in the offer.” Extending this principle to the present case, RHB was required to act bona fide in defining all material terms of the offer, including its scope. By including family takaful products without prior notice, knowing TMLM's licensing limitations, RHB failed to meet this requirement. [63] The evidence further shows that TMLM promptly raised its concerns about the takaful inclusion. In its letter dated 20.6.2024, TMLM explicitly stated that it could not effectively assess RHB's offer as it contained terms involving both conventional life insurance and family takaful insurance, along with a commitment for an upfront access fee covering both products. This contradicts RHB's assertion about TMLM's failure to raise objections during the April-June period. [64] RHB's argument about TMLM's subsequent participation with a takaful partner is not persuasive. establishes that a right of first refusal requires good faith in presenting precise terms for the grantee to match. The fact that TMLM later managed to secure a takaful partner does not retrospectively validate an offer that was not bona fide at the time it was made. [65] Moreover, the commercial context supports TMLM's position. The evidence establishes that there is no single insurer in Malaysia licensed to provide both conventional and takaful products under the same entity. This regulatory reality, which RHB was aware of, makes the inclusion of takaful products in the April offer particularly problematic. The fact that TMLM subsequently found a way to collaborate with a takaful provider does not change the fact that RHB's April offer required capabilities that TMLM did not and could not have had at that time. [66] For these reasons, I find that RHB's inclusion of family takaful products in its 25.4.2024 offer rendered that offer ineffective for the purposes of discharging TMLM's right of first refusal. TMLM's subsequent ability to participate in Phase 2 with a takaful partner does not alter this conclusion, as the validity of the April offer must be assessed based on the circumstances existing at the time it was made. Multiple opportunities and choice [67] RHB submits that TMLM is improperly attempting to secure a third bite at the cherry after having received both an exclusive offer and an opportunity to match the successful bid. RHB emphasises that TMLM's participation in Phase 2 of the bid process was voluntary and that TMLM could have accepted the April offer instead of choosing to compete. [68] TMLM contends that it has not yet received a proper opportunity to exercise its right of first refusal. TMLM argues that neither the April 2024 offer nor the August 2024 discussions constituted valid exercises of the right of first refusal, as the former included terms TMLM could not accept at the time, while the latter failed to provide full disclosure of the successful bid's terms. TMLM maintains that its participation in Phase 2 was expressly without prejudice to its right of first refusal rights. [69] Having carefully considered the submissions and evidence, I find TMLM's position to be more persuasive. The contemporaneous documentary evidence demonstrates that neither of RHB's purported opportunities constituted proper discharge of the right of first refusal. The April 2024 offer included family takaful products which TMLM was not licensed to provide at that time, while the August 2024 discussions failed to provide full disclosure of the successful bid's terms. [70] The authorities support TMLM's position. Astrazenica affirms that a right of first refusal entails “a right to receive a contractual offer on terms the grantor is prepared to accept.” The court emphasised that where there is a third party deal which the grantor is minded to accept, “full and fair disclosure of that deal by the grantor is required.” [71] The evidence shows that RHB's April 2024 offer fell short of this requirement. As established in QR Sciences Ltd v BTG International Ltd, an offer must be “bona fide” and one which “in good faith, [the grantor] considers to be one which a genuinely interested offeree would be prepared to consider.” RHB's inclusion of family takaful products, knowing TMLM's licensing limitations at the time, cannot be considered a bona fide offer capable of triggering TMLM's right of first refusal obligations. [72] Similarly, the August 2024 discussions did not constitute proper exercise of the right of first refusal. As held in Fraser v Thames Television Ltd by Hirst J, a contractual offer must must include at least the salient terms. The evidence shows that RHB only provided selected parameters rather than the full terms of the successful bid. This selective disclosure falls short of the “full and fair disclosure” requirement established in Astrazenica. [73] RHB's characterisation of TMLM's participation in Phase 2 as a voluntary choice that somehow exhausts its right of first refusal rights is not sustainable. The evidence shows that TMLM consistently maintained its position regarding the proper implementation of its right of first refusal throughout the process. In its letter dated 20.6.2024, TMLM clearly articulated its understanding that “RHB would notify us of the bona fide offer that it wishes to accept from a final bidder only after considering all the bids at the conclusion of the bid process i.e. at the end of Phase 2.” TMLM further stated that it “therefore only ask[s] that RHB first notifies us in the event RHB decides to select another final bidder at the end of Phase 2 and provide us with the opportunity to determine if we are able to match the offer by the final bidder.” This position regarding how the right of first refusal should be implemented was consistently maintained by TMLM, and was not contested by RHB at the material time of TMLM's participation in Phase 2. [74] The commercial context further supports this conclusion. A bancassurance agreement is a complex commercial arrangement with numerous interconnected terms. As the current agreement between the parties demonstrates, spanning 44 pages, such arrangements cannot be properly evaluated based on selective disclosure of certain terms. The evidence shows that some of the factors which RHB ultimately relied on to reject TMLM's Phase 2 bid were not even part of the August 2024 discussions. [75] RHB's argument about TMLM seeking a “third bite at the cherry” mischaracterises the nature of the right of first refusal. The right is not exhausted by participating in a competitive bid process, nor by receiving incomplete information about the successful bid. As held in Smith v Morgan, where a right of first refusal exists, the grantor must make an offer that is capable of acceptance. Neither the April 2024 offer nor the August 2024 discussions met this requirement. [76] For these reasons, I find that TMLM has not yet received a proper opportunity to exercise its right of first refusal. The right continues to subsist until TMLM is provided with full disclosure of the successful bid's terms and given a meaningful opportunity to match those terms. Legal interpretation of right of first refusal [77] RHB submits that a right of first refusal has no fixed legal meaning and must be interpreted according to the parties' agreed framework for its implementation. RHB maintains that having complied with this framework, and having gone beyond it to provide additional opportunities to TMLM, it has more than satisfied any obligations it had under the right of first refusal. [78] TMLM contends that while a right of first refusal may not have a fixed legal meaning, the authorities establish certain irreducible minimum requirements for its proper exercise. TMLM argues that these requirements include the right to receive full disclosure of the terms the grantor is minded to accept, and a meaningful opportunity to match those terms. TMLM maintains that these fundamental requirements cannot be displaced by the parties' implementation framework. [79] Having carefully considered the submissions and evidence, I find TMLM's position to be more persuasive. While it is correct that a right of first refusal is not a term of art, the authorities establish certain fundamental requirements that must be met for its proper exercise, regardless of the parties' implementation framework. In Astrazenica, Flaux J held that “as an irreducible minimum, a right of first refusal by its nature confers a right to obtain the subject matter of the right.” The learned judge elaborated that this means “a right to be given an opportunity to match any third party offer which the grantor of the right might be otherwise minded to accept.” [80] The evidence shows that RHB's purported compliance with the implementation framework fell short of these fundamental requirements. In QR Sciences Ltd it was established that a proper exercise of a right of first refusal requires an offer made in good faith that the grantor genuinely believes an interested offeree would consider. RHB's April 2024 offer, which included family takaful products that TMLM was not licensed to provide at the time, cannot meet this requirement. [81] Furthermore, as held in Fraser v Thames Television Ltd a contractual offer must contain “at least the salient terms proposed.” The evidence demonstrates that RHB's August 2024 discussions fell short of this requirement, providing only selected parameters rather than full disclosure of the successful bid's terms. The implementation framework agreed between the parties cannot override these fundamental requirements for proper exercise of a right of first refusal. [82] The commercial context supports this conclusion. The current bancassurance agreement between the parties spans 44 pages, demonstrating the complexity of such arrangements. As established in Smith v Morgan, an offer under a right of first refusal must be capable of acceptance. This principle necessarily requires disclosure of all material terms, not just selected parameters. [83] RHB's argument that compliance with the implementation framework satisfies its obligations misunderstands the nature of a right of first refusal. The framework may establish the procedure for implementation, but it cannot diminish the substantive rights that a right of first refusal confers. As held in Astrazenica, where the grantor is minded to accept a third party offer, full and fair disclosure of that offer is required to enable meaningful exercise of the right of first refusal. [84] The evidence shows that TMLM consistently maintained this position throughout the process. In its letter dated 20.6.2024, TMLM explicitly stated that proper exercise of the right of first refusal required disclosure of the full terms RHB wished to accept from the final bidder. This understanding aligns with the authorities' interpretation of what constitutes proper exercise of a right of first refusal. [85] Moreover, RHB's argument that it exceeded its obligations by providing additional opportunities is misconceived. The issue is not the number of opportunities provided, but whether any of those opportunities met the fundamental requirements for proper exercise of a right of first refusal. The evidence shows they did not. Neither the April 2024 offer nor the August 2024 discussions provided TMLM with full disclosure of the terms RHB was minded to accept, as required by the authorities. [86] For these reasons, I find that while the parties' implementation framework may govern the procedure for exercising the right of first refusal, it cannot override the fundamental requirements established by the authorities for its proper exercise. RHB has not yet satisfied these requirements, and consequently, TMLM's right of first refusal remains in force. Astrazenica remains applicable [87] RHB attempts to distinguish Astrazenica from TMLM's case on three main grounds, but these distinctions are ultimately unconvincing. First, RHB argues that unlike in Astrazenica where there was no agreed framework, TMLM and RHB had specifically negotiated one. However, this distinction misses the point that in both cases, the right holder had an underlying contractual right of first refusal that needed to be given proper effect regardless of any subsequent process agreed. The framework cannot diminish the fundamental nature of the right itself. [88] Second, RHB emphasises that unlike Albemarle who was forced to bid competitively from the start, TMLM received an exclusive offer before any obligation to compete. This overlooks several crucial similarities between the cases. In both instances, the right holders were effectively pushed into a competitive bidding process rather than being given a true right of first refusal. Moreover, RHB's 25.4.2024 “offer” was based on non-binding Phase 1 bids and included family takaful products that TMLM could not provide at the time - hardly constituting the kind of bona fide offer contemplated in Astrazenica. As Flaux J emphasised, for a right of first refusal to be meaningful, the right holder must be given the opportunity to match the actual terms the grantor is minded to accept. [89] The core principles established in Astrazenica about what constitutes proper implementation of a right of first refusal - including the requirements for full and fair disclosure of the deal the grantor is minded to accept and good faith in setting out precise terms to be matched - appear to apply equally to TMLM's situation. RHB's attempts to distinguish the cases do not adequately address these fundamental similarities or explain why these principles should not apply. The key question remains whether RHB gave proper effect to TMLM's right of first refusal by providing a meaningful opportunity to match the actual terms RHB was minded to accept, with full and fair disclosure. The factual distinctions RHB draws do not convincingly explain why the Astrazenica principles regarding implementation of such rights should not apply. Conclusion [90] In light of all the foregoing analysis, I find that TMLM's right of first refusal under Clause 3.2(b) of the Bancassurance Agreement dated 29.12.2014 remains in full force and subsists. RHB's purported discharge through its 25.4.2024 offer and subsequent August 2024 discussions fell short of the fundamental requirements established by the authorities for proper exercise of a right of first refusal. The implementation framework negotiated between the parties, while establishing procedural mechanisms, could not and did not override these substantive requirements. TMLM is entitled to receive full disclosure of the final binding terms RHB is minded to accept from its successful bidder and a meaningful opportunity to match those terms. [91] Given this court's findings that TMLM's right of first refusal remains in full force, the court has granted the following orders: a) A declaration that the TMLM’s right of first refusal pursuant to Clause 3.2(b) of the Bancassurance Agreement dated 29.12.2014 to renew the terms of the said Bancassurance Arrangement Agreement remains in full force and subsists. b) Several procedural orders requiring: i) RHB to file and serve within 7 days an affidavit setting out the full terms of the successful bid from their bid process. ii) RHB to deliver to and deposit with the court within 7 days the Successful Bid in a sealed envelope (to be unsealed only if there's a dispute about the terms). iii) TMLM to confirm within 14 days of receiving RHB’s Affidavit whether they are matching the terms of the Successful Bid. iv) RHB to be restrained from awarding any contract to, contracting with, engaging or appointing any third party regarding the subject matter of the Bancassurance Agreement pending completion of the above steps. c) Costs of RM50,000 to be paid by RHB to the TMLM, subject to payment of allocator fees. 3 March 2025 ATAN MUSTAFFA YUSSOF AHMAD Judge Kuala Lumpur High Court (Commercial Division) Counsel: For the Plaintiff: Robert Lazar with Tan Shang Neng (Messrs Tan Shang Neng) For the Defendant: Sean Yeow with Andrea Mei Yng and Lim Qian Wen (Messrs Lee Hishamuddin Allen &