POP Investments Limited v iCapital.Biz Berhad

Appellant(s): Pop Investments Limited

Respondent(s): Icapital.Biz Berhad

• YA Datuk Wong Kian Kheong
• YA Dato' Faizah Binti Jamaludin
• YA Dato' Hajah Aliza binti Sulaiman

• The respondent, a listed closed-end fund, has a constitutional cap under Article 21(2) limiting any single member to 20% of its issued capital; in September 2023 it announced a separate aggregate 20% cap on foreign shareholding, under which later-acquired foreign shares could have their voting rights restricted if the collective foreign holding exceeded the threshold.
• The appellant, a foreign beneficial owner of shares (holding through nominees at the time of filing but later registered), applied for injunctions and declarations that the aggregate foreign-ownership regime was invalid, arguing it had never been incorporated into the respondent's constitution.
• The High Court dismissed the originating summons and the inter partes injunction application, holding the individual cap, the Main Market Listing Requirements (MMLR), and other regulatory instruments together supported the aggregate foreign limit, though it upheld the appellant's standing to sue.

• Whether a beneficial owner of shares (not yet a registered member at the time of filing) had locus standi under section 351 of the Companies Act 2016 to seek a preventive injunction.
• Whether Article 21(2) of the constitution, paragraph 7.40 of the MMLR, and paragraph 3.7.1(iii) of the SC CEF Guidelines—each an individual, registration-based cap—could be construed to authorise or constitute a separate aggregate, class-based cap on foreign shareholding.
• Whether such an aggregate foreign-ownership limit, never introduced by special resolution under section 36 of the Companies Act 2016, could nonetheless qualify as a "prescribed limit" under Regulation 2 of the Securities Industry (Central Depositories) (Foreign Ownership) Regulations 1996 (SICDA FOR), including via the deeming provision in paragraph 7.36(4) of the MMLR.

• The Court held that section 351 uses the wide phrase "a person whose interests have been, are or would be affected," not "member," and is preventive in nature; the appellant's beneficial ownership and direct exposure to the impugned voting restriction gave it sufficient standing, affirming the High Court on this point and dismissing the cross-appeal.
• The Court held that Article 21(2) is an individual, registration-based cap that cannot be construed to create a collective, nationality-based limit; paragraph 7.36(4) of the MMLR only deems in the specific provision the MMLR requires (the individual cap already present), and cannot be used to import a different, unstated aggregate foreign-ownership restriction.
• Since no special resolution altering the constitution under sections 36 and 292 of the Companies Act 2016 was passed, the aggregate foreign limit was not validly imposed and did not constitute a "prescribed limit" under Regulation 2 of SICDA FOR, so Regulation 6's machinery was never engaged; both appeals were allowed, the originating summons and injunction were granted substantially as sought, and the cross-appeal on standing was dismissed.