#Frankly Speaking* Surprising turn of events at Masterskill

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WHAT has happened at Masterskill Education Group Bhd (MEGB) in the past two weeks boggles the mind.

First, major shareholder and executive director Siva Kumar M Jeyapalan found an investor in Garry How, who was willing to buy his 29.76% stake in the company for RM1.10 apiece.

The two entered into a put and call option under which How has until Sept 18 to exercise his call option to buy Siva Kumar’s 122 million shares for RM134.2 million cash while Siva Kumar’s put option allows him to sell the shares to How between Dec 18 and Jan 18, 2015, or between the 9th and 10th month of the option’s date.

What came as a shock though was the offer price for the loss-making nursing school, which was at a jaw-dropping 172% premium to market price.

MEGB has been in the red for nine consecutive quarters and its share price has been sliding since September 2010, falling from RM3.20 to 30 sen shortly before the deal was announced. It closed at 46 sen last Friday.

Interestingly, even before the exercise of the call option, there was a slew of boardroom changes last Monday — two trading days after the announcement.

Three non-executive directors — Tunku Datuk Seri Kamel Tunku Rijaludin, Datuk Ahamed Basheer Mohd Hussain and Datuk Kamarudin Md Ali — relinquished their directorship, citing the incumbent new major shareholder.  How was appointed MESB’s executive director while his wife Yap Yoke Chuan and a Liew Kok Wai were made non-executive directors.

Jaws dropped for the second time at the fact that How managed to grab three out of seven board seats, one of them an executive position, before he even became a substantial shareholder.

Together, Siva Kumar and How form the majority of the MEGB board. This article first appeared in The Edge Malaysia Weekly, on March 31, 2014.