1 HC/SUM 653/2026 (“SUM 653”) is an application by the second and sixth defendants (collectively, the “Defendants”) who are, respectively, Mr Pierre Francois Alec Baer (“Second Defendant”) and Mr Gregory Quentin Clerc (“Sixth Defendant”) to set aside HC/ORC 797/2026 (“ORC 797”). ORC 797 comprises, inter alia, the prohibitory injunctions granted to the first to third claimants (collectively, the “Claimants”) in HC/SUM 460/2026 (“SUM 460”) on 9 Feb 2026. The prohibitory injunctions were granted to the Claimants, on an ex parte basis, to restrain the Defendants from further acting or purporting to act in their capacity as directors of the first defendant, Investment Beverage Business Management Pte Ltd (“IBBM”), and from representing themselves to be directors of IBBM.

2 Ms Romy Ingrid Castel (“First Claimant”), Mr Gilles Henry Christien Martignac (“Second Claimant”) and Mr Guy Andre Rene De Clercq (“Third Claimant”) are shareholders of IBBM. The Second Defendant is a shareholder and was a director and also the Chief Executive Officer (“CEO”) of IBBM. The Sixth Defendant was a director of IBBM.

3 The Defendants’ central plank in SUM 653 to set aside ORC 797 is that the Claimants had failed to make a full and frank disclosure to the court when ORC 797 was granted. The Defendants allege that the Claimants failed to disclose material facts to enable the court to be fully apprised of the status quo to be preserved pending trial. The Defendants allege that the Claimants’ non-disclosure also hampers the court’s appreciation of the extent of prejudice to IBBM that may arise from the grant of the ex parte injunction orders. Having considered the parties’ submissions, I dismiss the application. I set out below the reasons for my decision. However, I shall first explain the background of the disputes as it is relevant to the issues in this case.

4 The dispute in HC/OA 166/2026 (“OA 166”) arises from the Claimants’ call of an extraordinary general meeting (“EGM”) of IBBM on 2 February 2026 (“2 Feb EGM”). The Claimants are the majority shareholders of IBBM. Their total shareholdings in IBBM are 72.33%. The Claimants sought to pass resolutions to remove the Defendants as directors of IBBM, among other resolutions. The Defendants assert that the First Claimant did not have the right to vote and thus did not recognise the validity of the votes cast at the 2 Feb EGM. Accordingly, the Defendants continue to remain as directors of IBBM. The validity of the votes and the resulting resolutions are the subject of the dispute in OA 166.

5 The protagonists are all involved in the business of the Castel Group which is a multi-billion-dollar global enterprise founded by Sebastian Jesus Castel (also known as Pierre Castel) (“PC”) who is now about 99 years old. IBBM is a fund management company which holds a capital market licence issued by the Monetary Authority of Singapore (“MAS”) to allow IBBM to conduct fund management activities in Singapore. The First Claimant is the only daughter of PC and she holds 24.33% of IBBM’s shares which were given to her by PC. The First Claimant received her shares from PC under a Deed of Family Arrangement (“DOFA”), a Usufruct Agreement (“UA”) and a Deed of Gift (“DOG”). ¹ The DOFA was executed under Singapore law to give effect to the UA and the DOG. ² The UA and the DOG were executed under Swiss law which recognises that a donation of shares may be made subject to usufruct which bifurcates the ownership of the shares and the economic and voting rights of the shares. ³ The Second Claimant and the Third Claimant were former executive officers of entities within the Castel Group and each hold 24% of IBBM’s shares which were also given by PC. ⁴

6 The Second Defendant is the CEO of IBBM and he owns 3.33% of IBBM’s shares. The remaining shareholder is Mr Michel Raymond Palu (“Mr Palu”) who owns 24.33% of IBBM’s shares. His shares were also given to him by PC. The Second Defendant is also the Chairman of IBBM’s Asset Liability Management Committee which is responsible for making recommendations to the trustee of the Investment Beverage Business Fund (“IBBF”), SG Trust (Asia) Limited (“SGAL”), regarding investments in IBBF among other things. ⁵ The Sixth Defendant is the CEO of the Castel Group and he was also a director of IBBM.

7 IBBM is the fund manager of the IBBF which is an open-ended private unit trust constituted under Singapore law. IBBF’s asset portfolio is approximately S$8 billion. ⁶ IBBM makes recommendations to IBBF through SGAL as to investment objectives and strategies for assets. ⁷ All units in IBBF are held by Zedra Trust Company (Singapore) Limited, ⁸ as a trustee for trusts intended to benefit the five branches of the Castel family. ⁹ Prior to the 2 Feb EGM, it is undisputed that the board of directors of IBBM comprised the Second Defendant, Mr Hoo Ping Hua (“Third Defendant”), the Sixth Defendant and Mr Palu. ¹⁰ The Third Defendant is also the Chief Financial Officer of IBBM. ¹¹

8 SGAL is a subsidiary of the private banking arm of Societe General (Singapore) and is the professional trustee of IBBF. SGAL takes instructions from IBBM subject to a proviso within the trust deed between IBBM and SGAL.

9 The asset in question that represents the value of the Castel Group is Cassiopee Pte Ltd (“Cassiopee”), the ultimate holding company of the Castel Group, which employs more than 40,000 employees globally. Cassiopee, which was originally established in Gibraltar in 1998, consolidated all industrial activities of the Castel Group. ¹² Cassiopee is the 100% shareholder of DF Holdings, S.A which is the main operational arm of the Castel Group. ¹³ Cassiopee is wholly owned by IBBF. ¹⁴

10 The Claimants exercised their rights under s 177 of the Companies Act 1967 (2020 Rev Ed) (“Companies Act”) to call for an extraordinary general meeting on 8 January 2026 (“8 Jan EGM”) to pass various resolutions, including the removal of the Sixth Defendant from his position as director of IBBM. ¹⁵ The Second Defendant was the chairman of the 8 Jan EGM and attempted to adjourn the meeting to seek advice on issues pertaining to voting rights. The Claimants and their proxies in attendance objected to the adjournment. ¹⁶ The Second Defendant refused to recognise the proxy forms of the First Claimant, the Third Claimant and Mr Palu on procedural grounds. He also refused to recognise the First Claimant’s right to vote and attempted to refuse to allow the Second Claimant to vote, ¹⁷ and he declared that none of the resolutions were passed. ¹⁸

11 This led to the Claimants calling the 2 Feb EGM, to pass resolutions including the removal of both the Defendants as directors of IBBM. ¹⁹ The Second Defendant again refused to recognise the First Claimant’s right to vote due to the effect of the DOFA. ²⁰ The First Claimant claims that first, the DOFA did not bind any other parties and second, she possessed a General Power of Attorney (“GPOA”) signed by PC that gave her the right to exercise his votes in any case. The Second Claimant took over the role of chairman of the meeting and declared all the ordinary resolutions tabled to be passed. ²¹ The Defendants present at the meeting refused to recognise the results of the 2 Feb EGM and walked out before the meeting concluded. ²² These are the resolutions in dispute in OA 166.

12 In response to the 2 Feb EGM, the Defendants caused IBBM to issue a general announcement stating that none of the proposed resolutions were validly passed, and that there had been no change in the board of directors. Thus, the directors of the company, including the Defendants, would continue to discharge their duties. ²³ The Sixth Defendant also issued a post on LinkedIn where he reaffirmed his leadership over the Castel Group. ²⁴ I shall refer to the 8 Jan EGM and the 2 Feb EGM collectively as the “EGMs”.

13 At the ex parte hearing on 9 Feb 2026, the court granted the injunctions in ORC 797 against the Defendants. Subsequently on 18 March 2026, the Defendants took out SUM 653 to set aside the injunctions.

14 Prior to the hearing of the setting aside application, the Claimants applied to file further affidavits pursuant to O 3 r 5 of the Rules of Court 2021 (“ROC 2021”) in support of their submission that the injunctions be maintained. I heard the application and allowed the Claimants to file further affidavits and for the Defendants to file response affidavits as the affidavits were relevant to the determination of the setting aside application.

15 Order 3 rule 5(6) of the ROC 2021 states that:

16 Whether leave should be granted to file further affidavits is a matter for the court’s discretion, to be exercised judiciously having regard to all the circumstances of the case. The applicable test is not the stricter Ladd v Marshall test: Mazzagetti, Francesco v Alliance Petrochemical Investment (Singapore) Pte Ltd [2025] SGCA 46 (“Mazzagetti”) at [22], citing CZD v CZE [2023] 5 SLR 806. Instead, the party seeking permission must at least explain why the further affidavit is necessary and relevant to the proceedings. Permission is likely to be granted where, in balancing the overall facts and circumstances, the court is persuaded that justifiable reasons exist to warrant a grant of permission to file an additional affidavit. The court may have regard to a list of non-exhaustive factors in deciding whether to exercise its discretion: Mazzagetti at [37]. Ultimately, the court must balance the need for relevant evidence against the need to protect the opposing party’s rights, and this is described as a light-touch assessment, given that questions of admissibility and weight of the affidavit evidence remain for the court hearing the substantive application to determine: Mazzagetti at [40].

17 The Claimants sought to adduce three affidavits to show that on balance, there would be a real risk of injustice if the injunctions were lifted, as the damage caused by the Defendants will not be compensable by costs. First, an affidavit from the First Claimant exhibiting the Second Amending and Restating Deed constituting the IBBF (“Trust Deed”) which came into the power and control of the First Claimant on or around 11 April 2026. Second, an affidavit from the Third Claimant setting out the circumstances surrounding his removal as a director of Cassiopee, which was instigated by the Sixth Defendant. Third, an affidavit from the First Claimant’s French solicitor exhibiting evidence of the Sixth Defendant’s actions in preparation to remove IBBM as the fund manager of IBBF.

18 On the relevance of the evidence to the setting aside proceedings, the Claimants submitted that the affidavits show that the Defendants have an interest in remaining in control of IBBM as they intend to take steps to remove IBBM as the fund manager of IBBF, thereby rendering the determination of OA 166 nugatory.

19 The Claimants submitted that the Trust Deed is relevant because it contains a clause (the “Clause”) setting out the trustee’s right to determine how voting rights are exercised, and it was on this basis that the Defendants recommended that SGAL vote to remove IBBM as IBBF’s fund manager. As for the delay, the First Claimant explained that the Trust Deed only came into the First Claimant’s possession in April 2026, as earlier requests made to IBBF, SGAL and the Defendants for access to the document had all been rejected. The First Claimant therefore could not have obtained the Trust Deed any earlier, and it was only received on or around 11 April 2026.

20 The Defendants raised three objections. First, the Claimants had not explained why they did not have access to the Trust Deed at the time of the ex parte hearing or when affidavits were due to be filed for the setting aside application. Second, the Trust Deed is irrelevant to the setting aside application as it does not establish that the directors of IBBM have the power to instruct SGAL or to act contrary to the interests of its unitholders by virtue of a provisio within the Clause. Third, the Trust Deed is irrelevant as the injunctions do not restrict the Second Defendant’s powers as CEO of IBBM, and he therefore remains able to make recommendations to SGAL in that capacity notwithstanding the injunctions.

21 The Claimants submitted that an affidavit from the Third Claimant shows the intent of the Defendants in their positions as directors of IBBM to solidify control of the Castel Group entities by passing resolutions through recommendations to SGAL. The Third Claimant had been removed as a director of Cassiopee by a shareholder’s resolution passed by SGAL in its capacity as trustee of IBBF on 7 January 2026, shortly before the IBBM EGMs. The Third Claimant opined that his removal was orchestrated by the Sixth Defendant as a consequence of the Third Claimant’s opposition to him.

22 The Claimants submitted that an affidavit from the First Claimant’s French solicitor shows that the Sixth Defendant had already contemplated taking steps to remove IBBM as the fund manager of IBBF, prior to the EGMs. Evidence of such conduct from the Sixth Defendant would show that on balance, the injunctions should be maintained until the determination of OA 166.

23 The Claimants submitted that the relevance of the Third Claimant’s affidavit and the French solicitor’s affidavit only became apparent once the First Claimant came into possession of the Trust Deed, which revealed the mechanism by which the Defendants can exercise control over IBBM, SGAL and IBBF.

24 I was satisfied that the affidavits the Claimants sought to adduce were relevant to the determination of the setting aside application. Additionally, I was satisfied that the First Claimant would not have understood the relevance of the Third Claimant’s evidence or the French solicitor’s evidence until she appreciated the powers provided to the directors of IBBM under the Trust Deed. I also accepted that the First Claimant had expended reasonable effort to procure the Trust Deed when she realised its relevance to the present proceedings. Therefore, I allowed the application of the Claimants to file these further affidavits in support of their submission. I consequently allowed the Defendants to file affidavits in response.

25 However, I make no further comment on these affidavits as the setting aside application did not turn on the balance of convenience at the hearing.

26 I shall now summarise the respective parties’ cases in SUM 653.

27 The Defendants submit that the Claimants failed to make the following disclosures:

(a) First, that the applicable threshold was one of a mandatory injunction rather than a prohibitory injunction as it was seeking to alter the status quo.

(b) Second, that the First Claimant knew that she did not have the right to vote as:

(i) In addition to the DOFA, the transfer of IBBM shares from PC to the First Claimant was also subject to the UA and the DOG, which would have shown the court that although the First Claimant held the shares in IBBM, she did not have the right to vote as the voting rights remained with PC.

(ii) Further, the First Claimant knew that she did not have the right to vote evinced by her declarations made to MAS for approval for the transfer of shares from PC to herself.

(c) Third, that the original GPOA was not disclosed at the ex parte hearing and that the First Claimant knew that the circumstances under which the GPOA were executed gave rise to suspicions that it was not valid.

28 The Claimants’ case is that there is no basis to set aside the injunctions as the Claimants have satisfied their duty of full and frank disclosure.

(a) First, the Claimants did not make the application for the injunctions on the basis that it was sustaining the status quo. Instead, they proceeded on the ground that they had a good arguable case and any damages to the Defendants would be reparable by costs. Further, on balance, the grant of injunctions carries a lower risk of injustice to the Defendants if wrongfully ordered. However, if the injunctions against the Defendants were not granted, the Claimants would suffer irreparable harm caused by the Defendants.

(b) Second, the Claimants had disclosed the DOFA. It is undisputed between the parties that the UA and the DOG were meant to have found legal expression in Singapore in the DOFA. Therefore, the UA and the DOG are not material to the present proceedings. Further, the First Claimant was not a party to the communications between IBBM and MAS.

(c) Third, at the ex parte hearing, the Claimants had exhibited a translated GPOA. Additionally, the context surrounding the execution of the GPOA was not relevant as its authenticity was not disputed at the ex parte hearing.

29 It is undisputed between the parties that both limbs of the American Cyanamid Co v Ethicon Ltd [1975] AC 396 (“American Cyanamid”) test are fulfilled: that there is a good arguable case and that the balance of convenience lies in favour of the injunctions being granted. The sole ground on which the Defendants bring the present application to set aside the injunctions is that the Claimants have breached their duty of full and frank disclosure to the court.

30 It is trite that the applicant for an ex parte injunction owes a duty of full and frank disclosure to the court: Tay Long Kee Impex Pte Ltd v Tan Beng Huwah (trading as Sin Kwang Wah) [2000] 1 SLR(R) 786 (“Tay Long Kee”) at [21]. This is enshrined in O 13 r 1(5) ROC 2021. Order 13 rule 1(5) states that all material facts that an applicant knows or reasonably ought to know, including any matter that may affect the merits of the case adversely, must be disclosed to the court.

31 Facts that are material include all factual and legal matters which could or would reasonably be taken into account by the judge in deciding the application: Bahtera Offshore (M.) Sdn Bhd v Sim Kok Beng [2009] 4 SLR(R) 365 (“Bahtera”) at [20] and [22], citing Poon Kng Siang v Tan Ah Keng [1991] 2 SLR(R) 621 at [40]. Material facts also include additional facts that the applicant should have known if the proper inquiries were made and the extent to which proper inquiry was undertaken depends on the circumstances of the case: Tay Long Kee at [21]. Courts have considered the nature of the application, the orders applied for and the degree of legitimate urgency and time available for making the inquiries among other things. It is insufficient for the applicant to merely exhibit documents relevant to an issue without highlighting to the court in the submission and drawing the judge’s attention to the crucial points for and against, and how they are relevant to the application: The “Vasiliy Golovnin” [2008] 4 SLR(R) 994 at [91] and [94].

32 A failure to make full and frank disclosure of material facts may be sufficient on its own to justify a setting aside of an interim injunction obtained ex parte. In exercising its discretion whether to set aside the injunction, the court considers whether the material non-disclosure was innocent or deliberate and whether the applicant intended to mislead the court into granting the injunction: Bahtera at [27].

33 The Defendants submit that there were material non-disclosures by the Claimants at the ex parte hearing sufficient to discharge ORC 797. However, I find that the Claimants have not breached the duty to the court to make a full and frank disclosure of material and relevant information at the ex parte hearing. I shall now explain my reasons.

34 The Defendants contend that the injunctions ought to be set aside on the grounds that they do not preserve but instead alter the status quo of IBBM. However, this submission is misconceived. First, the Claimants did not apply for the injunctions on the ground that they would maintain the status quo for IBBM. More importantly, the status quo consideration only arises, if at all, at the balance of convenience stage of the American Cyanamid test, and only as a subsidiary factor where the balance of convenience is evenly poised: at [408]–[409]. The consideration of preserving the status quo is not a threshold condition for the grant of an injunction, and it is also not an independent ground for setting aside an injunction that has already been granted. Therefore, the Claimants’ non-disclosure of the status quo of IBBM cannot be an independent ground to set aside the injunctions.

35 The Defendants submit that the Claimants did not disclose the context under which PC had transferred the shares to the First Claimant, namely, the Claimants did not disclose five types of documents: (a) the UA and the DOG; (b) the First Claimant’s declarations to MAS (“MAS Declaration”); (c) the communications between IBBM and MAS (“MAS Communication”); (d) the letters from PC to the management of the Castel Group and the five branches of the Castel family (“PC’s Letters”) and (e) PC’s GPOA. The disclosure of these documents would have allowed the court to appreciate the fact that the First Claimant did not have the right to vote in the 2 Feb EGM.

36 The Defendants submit that whilst the Claimants had disclosed that the shares received by the First Claimant from PC were subject to the DOFA, the DOFA alone does not present a complete picture to the court as to who retains the right to vote under the IBBM shares. The Defendants contend that the Claimants ought to have also disclosed two other documents, namely, the UA and the DOG, which were executed together with the DOFA. Whilst the DOFA states that the First Claimant assigned both the economic and voting rights to PC, the UA and the DOG tell a different story. The Defendants assert that the UA and the DOG in fact reveal that PC is the actual owner of the shares and had gifted them to the First Claimant whilst expressly retaining the economic and voting rights for his lifetime.

37 The Claimants submit that the disclosure of the DOFA alone is sufficient to satisfy their duty of full and frank disclosure at the ex parte hearing. The Claimants argue that the UA and the DOG are Swiss law documents with no relevance to Singapore proceedings. As the disputes concern shares in a Singapore-incorporated company, the rights attached to those shares are determined by Singapore law, rendering the UA and the DOG irrelevant to the determination. The Claimants further argue that the Defendants’ own position is that the UA and the DOG found legal expression under Singapore law through the DOFA, and that the DOFA was drafted by IBBM’s solicitors themselves to reflect such an intention. Therefore, it must follow that the UA and the DOG would not be material for the court’s consideration. Finally, the Claimants submit that only the DOFA was disclosed because it was the central point of dispute at the 2 Feb EGM, having been raised by the Second Defendant on at least four occasions to support his position that the First Claimant’s proxy should not be recognised. As neither the UA nor the DOG was mentioned at any point during the EGMs, it was reasonable to assume that the DOFA would be the document in dispute in OA 166.

38 At the hearing, I questioned the Defendants’ counsel as to the material differences between the DOFA, UA and DOG, as all three documents state that title of the shares was transferred from PC to the First Claimant and that he retained economic and voting rights. The Defendants’ counsel explained that the difference is in the starting point of who owns the shares. Under the DOFA, the First Claimant owned the rights but gave the rights to PC, whereas under the UA and the DOG, PC owned and retained the rights but gave merely bare title to the First Claimant.

39 In my view, given that the documents are governed by different laws, and it being undisputed that the UA is a creature of the civil law tradition, it is unsurprising that the agreements are expressed differently. What is clear, however, is that it was equally undisputed that the UA and the DOG were intended to find legal expression in Singapore through the DOFA. In substance, the UA and the DOG are very similar in nature. I therefore find that it was the DOFA that was material to the court at the ex parte hearing. The test for full and frank disclosure does not require that every document potentially relevant to the underlying proceedings be placed before the court — only those that are material to the application have to be disclosed.

40 Under s 97A(2) of the Securities and Futures Act 2001 (2020 Rev Ed), approval must be sought from MAS prior to shares being transferred resulting in a person obtaining effective control of a capital markets services licensee. Therefore, PC’s transfer of shares to the First Claimant was subject to MAS approval.

41 The Defendants submit that the MAS Declaration is material to show that the First Claimant knew she did not have the right to vote, having declared as such to MAS. The Defendants rely on four aspects of the application:

(a)  First, at Cl 5.4, the First Claimant declared that there would be no potential conflicts of interest arising from the proposed acquisition as she “is not seeking to obtain managerial control or decision-making authority within IBBM, notwithstanding that she would obtain effective control over IBBM by virtue of her proposed shareholding interests in IBBM”. ²⁵ This indicates that she did not intend to exercise decision-making power through her votes.

(b) Second, at Cl 3.5, it was declared that the purpose of the proposed acquisition was succession planning, with PC intending to transfer legal title of his shares to the First Claimant given his advanced age. ²⁶ This suggests that only legal title and not the beneficial interest or economic rights in the shares was intended to be transferred.

(c) Third, at Cl 3.3, in response to a question about connected persons with controlling interest, PC was declared to be a connected person, ²⁷ which read together with Cl 5.4 would show that the First Claimant would not be conflicted because PC would retain control.

(d) Fourth, the First Claimant had signed the declaration at Cl 7 confirming that she had used due care to ensure the information was not false or misleading in any material way. ²⁸

Taken together, the Defendants submit that these declarations demonstrate that the First Claimant was aware of her restrictions on not wanting to exercise managerial or decision-making control of IBBM.

42 The Claimants’ position is that none of the responses in the MAS Declaration demonstrate that the First Claimant does not have the right to vote at the 2 Feb EGM. First, at the time the shares were transferred, the First Claimant had no intention of taking control over IBBM, and her change in position was a consequence of the Defendants’ own conduct. Second, even if she now seeks such control, she is not in breach of her MAS Declaration. However, the First Claimant acknowledges that she may need to explain her change in position to MAS. Hence, the correct sequence is for any such explanation to follow after the passing of the resolutions, which would themselves be subject to MAS approval. Third, MAS had granted its earlier approval without imposing any conditions. ²⁹

43 In my view, the MAS Declaration does not show that the First Claimant did not have the right to vote at the 2 Feb EGM. At the hearing, I questioned the Defendants’ counsel as to what constitutes effective control of the company, and whether that extends to the exercise of voting power of a shareholder to remove a director. Her response was that the First Claimant’s actions went beyond the mere exercise of voting power because she had proposed a resolution to become a director of IBBM. She further responded that the act of exercising the right to vote to remove a director would mean that she was exercising control. Her response was overreaching. Instead, the power to exercise managerial control or decision-making authority must be separate from the power to exercise voting rights of a shareholder. Eventually, the Defendants’ counsel accepted that a shareholder exercising her right to remove directors may not be equivalent to exercising managerial control or decision-making authority.

44 A shareholder’s right to vote is a proprietary right that goes with share ownership, exercised qua member. It attracts no fiduciary obligations to the company in that a shareholder can vote in bare self-interest: North-West Transportation Co Ltd v Beatty (1887) 12 App Case 587 at p 593. Such a right is anchored in s 64 of the Companies Act. Managerial and decision-making authority, by contrast, is vested in the board of directors by s 157A of the Companies Act, which provides that the business of a company is to be managed under the direction of the directors. This is a power that is conferred by appointment, carrying with it a full suite of fiduciary duties under the Companies Act. The power of a shareholder and that of a director are, therefore, legally distinct in their sources and in the obligations they generate. Therefore, the declaration by the First Claimant that she did not intend to exercise managerial control or decision-making authority cannot go to mean that her right to vote was restricted.

45  Further, nothing turns on the other responses within the MAS Declaration. It is merely a fact that PC intended to transfer legal title to the First Claimant as part of his succession planning. It is uncontroversial that PC is the father of the First Claimant and prima facie a connected person. Therefore, nothing in the First Claimant’s MAS Declaration was false or misleading in any way.

46 For completeness, in my view, there is no breach of the MAS Declaration. In any case, the appropriate sequence is for the Claimants to first pass the resolutions subject to MAS approval, and thereafter, it is for IBBM to inform and seek MAS approval for the resolutions. At present, as the validity of the resolutions are disputed, the question of obtaining MAS approval has therefore not arisen yet.

47 IBBM communicated with MAS prior to the transfer of the shares from PC to the First Claimant. On 18 June 2024, IBBM’s solicitors informed MAS of the proposed change in the shareholding structure of IBBM and applied for approval for the transfer of shares. This application contained the MAS Declaration. In the emails between IBBM’s solicitors and MAS, IBBM’s solicitors stated that PC intended to “retain the economic benefit and any exercisable rights conferred to the holder of the shares” until his demise. This means that the First Claimant would have such rights only after the demise of PC. ³⁰ IBBM’s solicitors stated that the transfer of the shares from PC to the First Claimant would be implemented through the DOFA. The First Claimant was not seeking to be a member of the management or directorship of IBBM or to have any managerial control or decision-making authority with respect to IBBM. On 9 July 2024, MAS sought clarification from IBBM to confirm that the First Claimant would not be able to exercise her voting rights, despite being a shareholder, pursuant to the DOFA. On 13 August 2024, IBBM’s solicitors responded stating that they had been engaged to prepare the DOFA in which the First Claimant would not be able to exercise her voting rights. The Defendants submit that it was upon such confirmation that MAS approval was granted. Further, the Defendants submit that even though the Claimants were not copied within the email thread, the Claimants would have reasonably known about the communications between IBBM and MAS. Non-disclosure therefore constitutes a breach of their duty to provide full and frank disclosure.

48 The Claimants submit that no disclosure is required as the First Claimant had no knowledge of the communications between IBBM and MAS. IBBM’s solicitors had stated in their email that they were “instructed by their clients”, allegedly referring to IBBM and the First Claimant. However, the First Claimant maintained that she was never represented by IBBM’s solicitors and would not have been privy to those communications. Further, the Defendants had not raised any concerns at the EGMs about the First Claimant’s exercise of her voting rights affecting MAS compliance, and therefore, she had no reason to enquire into any communications between IBBM and MAS.

49 I find that the First Claimant could not reasonably have known of the representations made by IBBM’s solicitors to MAS. The test for whether a party would reasonably have known of some activities or events for the purposes of full and frank disclosure is an objective one. It depends on whether the applicant could reasonably have ascertained it through proper inquiry: Tay Long Kee at [21]. In this case, the First Claimant was not a client of IBBM’s solicitors, and the solicitors had responded to MAS on IBBM’s instructions alone. She was also under no obligation, nor did she have any interest to make further inquiry. Further, she did not know and was not informed of any representations made to MAS by IBBM.

50 In 2024, PC had sent letters to the management of various Castel Group entities and to the five branches of his family stating two things. First, that he did not want members of his family to be involved in the management of the Castel Group entities because of potential conflicts of interest. He further stated that the management of the Castel Group entities should be left to professional managers. Second, that the management teams and the family should give their support to the Sixth Defendant in his position as managing director of Cassiopee and the entire Castel group. Additionally, PC sent a letter to the Defendants largely stating the same content. The Defendants submit that the disclosure of these letters would allow the court to appreciate that it was not PC’s intention that the First Claimant take control over IBBM.

51 I find that the letters were not material to the ex parte hearing. First, it is unclear whether PC still held the same intention as in 2024 that the First Claimant should not be involved in the management and decision-making of IBBM at the time of the EGMs in 2026. In any event, the First Claimant possessed a GPOA from PC to the First Claimant in which PC gave the authority to the First Claimant to act on his behalf. The GPOA would have superseded any earlier intention of PC. Second, the letters made no direct reference to the First Claimant and therefore cannot evince any direct intention with respect to the IBBM shares held by her. Third, it would not have been reasonable to expect the Claimants to have inquired about the letter from PC to the Defendants, and in any event, the letter is not material.

52 The Defendants submit that the Claimants failed to produce the original GPOA at the ex parte hearing and did not disclose the circumstances under which the GPOA was executed. The Defendants allege that such disclosures would have been material for the court’s consideration of the validity of the GPOA.

53 The parties hold diametrically opposing views on the validity of the GPOA, though its validity is not a matter for the present court to ascertain. The Defendants argue that the GPOA should have been disclosed as it was a trump card to the First Claimant at the 2 Feb EGM because it purports to grant broad rights to the First Claimant, including the right to attend any meeting and exercise PC’s voting rights. The Defendants further submit that the Claimants had exhibited only an English translation of the GPOA without disclosing the original signed document which is in French. The Defendants allege that had the original been disclosed, the court would have seen that it was not notarised contemporaneously with its signing, and this was a departure from PC’s usual practice.

54 Additionally, the Claimants should have disclosed to the court that the GPOA was drafted by the First Claimant and that PC had signed it before two witnesses, including the First Claimant. Moreover, the GPOA was allegedly signed within days after PC had sent out letters stating that he did not want his family involved in the management of the Castel Group entities. PC also had meetings with the Defendants around the time the GPOA was allegedly made, and he did not disclose that he had signed a GPOA in favour of the First Claimant.

55 The Claimants assert that it is sufficient to have disclosed the existence of the GPOA granted by PC in favour of the First Claimant. Even if the original French version had not been exhibited, the translated copy had been notarised and would in any event have been the document considered by the court. As the authenticity and validity of the GPOA are not in dispute at the time of the ex parte hearing, there is no need to disclose the circumstances surrounding its execution. Further, even on the Defendants’ own case, they had met PC around the time the GPOA was executed and they are not contending that he lacked the mental capacity to do so. Therefore, the fact that the First Claimant drafted the original GPOA is not relevant.

56 I find that it was sufficient for the Claimants to have disclosed the translated version of the GPOA at the ex parte hearing. For the purposes of obtaining an injunction, the Claimant need only show a good arguable case, and in this context that required no more than establishing the existence of the GPOA. The validity or authenticity of the GPOA would not have been a material consideration for the ex parte injunction application especially when the Claimants were unaware that the Defendants would be challenging the authenticity of the GPOA. I therefore find that the circumstances surrounding the execution of the GPOA were not material to the ex parte hearing and thus it need not have been disclosed.

57 The Defendants have not shown that the Claimants had failed to discharge their duty of full and frank disclosure at the ex parte hearing. In my view, the Claimants had not concealed relevant material facts from the court at the ex parte hearing. The Defendants have referred to numerous allegedly undisclosed matters. Unfortunately, none of the allegedly undisclosed matters clears the threshold of materiality. Accordingly, the application to set aside the injunctions against the Defendants on the grounds that the Claimants had failed to discharge their duty of full and frank disclosure at the ex parte hearing is not made out. Therefore, HC/SUM 653/2026 is dismissed.

58 I shall now hear the parties on the issue of costs.