Further to the announcements made on 12 January 2015, 14 January 2015, 19 January 2015, 4 February 2015 and 16 February 2015 in relation to the Offer, the Board of Directors of Masterskill Education Group Berhad (“MEGB” or “the Company”) wishes to announce that the Company has on 20 March 2015 received the attached Press Notice from CIMB Investment Bank Berhad (“CIMB”) on behalf of the Offeror informing that the holders of the Offer Shares (including the holders of the Offer Shares who have accepted the Offer) that the attached notice has been served on the Board of Directors of MEGB, informing it that the acquisition by Strategic Ambience Sdn Bhd (“SASB”) of 86,500,212 shares of RM0.20 each in MEGB (“MEGB Shares”) from Siva Kumar a/l M Jeyapalan (“SASB Acquisition”) has been effected via Direct Business Transaction on 20 March 2015. After the SASB Acquisition, the Offeror and persons acting in concert with it (“PACs”) hold an aggregate of 188,102,500 MEGB Shares, representing approximately 50.02% of the total voting shares of MEGB.
In this regard, the present conditional voluntary offer has become an unconditional mandatory offer in accordance with Paragraph 14.1 of Practice Note 9 of the Malaysian Code on Take-Overs and Mergers, 2010 (“Code”).
CIMB also wishes to notify that the closing time and date for the acceptance of the Offer have been extended to 5.00 p.m. (Malaysian time) on 6 April 2015 (“Revised Closing Date”). Save for the Revised Closing Date, all other details, terms and conditions of the Offer as set out in the Offer Document remain unchanged under the unconditional mandatory offer.
Notice of the extension of time will be posted to the holders of the Offer Shares (including the holders of the Offer Shares who have accepted the Offer) accordingly.
I own SMRT shares. Now...the offerer want to force buying all the remaining MEGB shares at RM0.60 right?
Due to Palan & Creador buying of SK's 23% of MEGB, their total stakes crossed 33%. Based on Bursa's listing rules, Palan & Creador have to launch a MGO, meaning they're "forced" to make an offer for all remaining outstanding shares. Now, it is still up to minorities to accept/reject.
It doesn't mean minority is forced to sell to them especially at a lower price. Tak masuk akal. Hence this MGO will likely fail.
Sorry that I'm not familiar with this take over condition. >33% can conditional offer, but >50% is another story, not sure about it. I still checking on this...but so far as I known, no people can force to sell your shares to other party. Can someone expert explain on it?
Wah, optimusprime again giving his see-i-told-u-so warning on hindsight...chk out his comments in other forum....very generous on his advice as well...
Tornado, the education business in Malaysia is not as lucrative as it seems. Are you sure that SMRT/Creador can turnaround this business and make sufficient profits to justify your target valuation?
For speculating , I will only buy stock that are on up trend..... For investing, I will only buy stock that is falling into my target buying price.....
MEGB ? for investment my friend. I buy only when it she hit 0.595~0.600 for for phase 1. If come next couple quarters I see positive changes ( according to assessment megb just need a few more hundred student to turn positive ) , and there is a re-rating than I would probably speculate a bit more and ride on the uptrend to make some fast money while keeping my phase 1 investment for longer term...
For the phase 1 , I will only exit if Creador exit. After all I am on same par as them in price, while having a whole bunch of top notch analysts setting the roadmap and working with savvy educationalist smrt to turn the company around at no extra cost for me, where to get such deal.
If eventually they fails , that is just fine........... after all, it is better than buying counters with Piranha management , where you see the money and smell the money that the company is making, but the money never actually go into your pockets......... ; )
Megb is an ailing company, you got to give time for them to turn the company around. I monitor daily in order to buy cheap, I have not completed my phase one accumulation yet.... At least at current price, it is a steal at the moment....
No one can predict if megb is going to turn around or not, if you gonna invest in this counter you have to have faith in the Team.......
Risk to reward ratio is high.......barring any unforeseen circumstances...
Education is definitely a lucrative business, that is what I gathered during one of the top notch banker seminar that I attended last year. Well, it may not be so for some loosers and megb under S.Kumar happened to be one of them.
Tornado, one of the things I am worried about the whole MEGB/SMRT deal is that SMRT owns only 23% of MEGB. Where there are competing interest (like hiring star lecturers, marketing courses to students, sharing costs etc), the tendency would be for the management of MEGB (who will be from SMRT), to favour SMRT first.
The only consolation is that Creador would play the counterweight in this occasion. Does anyone know if Creador is charging consulting fees to MEGB? Again, these related party transactions (if any) do not fill minority shareholders with confidence.
The other thing that I noticed is that SMRT actually borrowed money and did a private placement to fund their acquisition in MEGB. I would think this represents a big vote of confidence on their part, as I don't think management will choose to gear up significantly and do a PP on a whim. So I actually do agree with you Tornado, the risk/reward ratio of MEGB is quite favourable at the moment.
Tornado, notice you commented on Padini too. What's your opinion on them? Personally I think it's a good time to buy in. Excellent management, good ROE, very good dividends and no share dilution for the past few years. Am I missing anything? :-)
@tabularasa: This is what I gathered from the deal, sound likes a good deal for SMRT..........
MEGB to pay SMRT
1. Management fees :- 5% of the monthly consolidated revenue of the MEGB Group of the preceding month, subject to a minimum sum of RM125,000.00, which are inclusive of all taxes, duties and surcharges of any nature payable on or by reference to such fees, save for goods and services tax which shall be borne by MEGB.
2. Performance-based option:- Upon MEGB Group in aggregate, achieving within the 3rd financial year from the commencement date of the Management Agreement (excluding any item of exceptional gain or profit of non-recurring nature by MEGB);: (i) RM5,000,000 profit after tax:- SASB may at its discretion subscribe for new MEGB Shares up to 5% of the then existing issued and paid-up capital in MEGB; (ii) RM10,000,000 profit after tax:- SASB may at its discretion subscribe for new MEGB Shares up to a further five per centum (5%) of the then existing issued and paid-up capital in MEGB. The subscription price of such shares is to be determined based on the five (5)-day VWAMP of the MEGB Shares prior to the price fixing date with a discount of ten per centum (10%).
@tabularasa: I bought Padini for the same reason as you stated and had been refrained from buying until she hit my TP , now my avg. is below 1.40, I am still at phase 1 collection stage, buy on dip. To speculate this stock I will have to wait for the next 2 quarter result to see GST impact but I doubt there is much impact for the niche she has in the market, she is not tackling the premium market though.
Creador needs SMRT expertise and SMRT needs Creador's vision to turn MEGB around. It is just like the partnership of GHLsys & Creador in TPA , look at the last six month development in GHLsys you will understand what I meant.
If she dare to boat at 0.855/0.78/0.72 & 0.66 then, why she is not buying at such a bargain now at 0.605/0.610.... ? Does she think that the FA of this company deteriorates ?
Tabularasa: Creadors has their own set of rules and regulations, I am not sure about this but I suspect there is any restriction on this. If the company is doing well , the company can always conduct a shares buy back ma.....
SORI, I am still new to stock market..Can someone clarify with me about the letter issued recently for "Unconditional Mandatory Take-Over Offer.... At A Cash Offer of RM0.60/share"...they will buy over our shares on hand?
Tornado: I have checked the Malaysian Code on Take-Overs and Mergers 2010, Creador is allowed to buy shares at the market at RM0.60 and below only during the Offer period. If they bought at say RM0.65, they will be legally obliged to offer the same price to all other shareholders.
yes, she does. bot some more @0.6 to avg for cut loss purpose.
"Tornado: Wow, that is really high.
If she dare to boat at 0.855/0.78/0.72 & 0.66 then, why she is not buying at such a bargain now at 0.605/0.610.... ? Does she think that the FA of this company deteriorates ?
tabularasa: great info, I have been curi-curi buying at 0.595 ~ 0.60c..., that is why I say it is a steal... it is a steal at least for this moment..... I wouldn't know what would happen in the future, but I trust megb is in good hands with the take over.....
@yongyou: I sincerely hope that she will be laughing all her way to the bank by end of the year and I think BV owes her this promise for having her faith in his team.... ; )
The stock price is supported by the MGO. Once it expires, the safety net is no more, which means it will be subjected to the vagaries of market conditions and how well Smrt or creador executes their biz plans. So, a big risk that price may fall below 60 sen regardless of the fact that it is the acquirer's price. Remember, it IPO-ed at $3.80
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Posted by BursaFollower > 2015-03-24 09:41 | Report Abuse
any clue as to why MEGB has again offered to buy back at 0.60/share?