CYBERJAYA EDUCATION GROUP BERHAD
KLSE (MYR): CYBERE (5166)
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ladahitam
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Posted by ladahitam > 2014-04-02 19:40 | Report Abuse
Subject:
MASTERSKILL EDUCATION GROUP BERHAD (“MEGB” OR “THE COMPANY”)
- Reply to query in relation to Agreement between MEGB and Ye XiaoQuan and Wu MinYing
Contents:
Reference is made to the query letter from Bursa Malaysia Securities Berhad dated 1 April 2014 in respect of the Company’s announcement on 31 March 2014 in relation to the Agreement between MEGB and Ye XiaoQuan and Wu MinYing. The Company hereby furnishes the additional information for public release.
1.
The date of incorporation of Gayety Holdings Limited (“Gayety”).
Gayety Holdings Limited (Gayety) is as an exempted company with limited liability incorporated in the Cayman Islands on 10 February 2011 (source: Gayety 2013 Annual Report).
2.
Gayety’s issued and paid-up capital.
Gayety’s issued and paid-up share capital is HKD3,200,000 (3.2 billion shares of HKD0.001 each) (source: Gayety 2013 Annual Report).
3.
The date Gayety commenced its restaurants operation.
The date Gayety group commenced its restaurants operation is 2006 (source: Gayety’s management).
4.
The net profit attributable to Gayety based on the latest audited financial statements.
The net profit attributable to owners of Gayety based on its latest audited financial statements for the financial year ended 31 December 2013 is HKD23.8 million (source: Gayety 2013 Annual Report).
5.
The number of Gayety’s restaurants in Hong Kong.
The number of Gayety’s restaurants in Hong Kong is currently 10 operated under four different brands (source: Gayety’s internal management report).
6.
The salient terms of termination clause in the event of termination.
There is no termination clause in the agreement.
7.
The basis of arriving at the consideration, other than on a “willing buyer willing seller” basis. If it was based on the net assets, the year the net assets were taken into consideration, quantifying the net assets and stating whether it was based on audited financial statements.
Other than the key factors as stated in item 5 of the announcement made on 31 March 2014, the purchase consideration has been arrived at primarily based on the market price of Gayety on the stock exchange. The closing share price of Gayety on 28 March 2014 (the Sales and Purchase agreement was signed after market close on this date) was HKD0.40 and the simple average closing price for the 5 days to 28 March 2014 (i.e.24 March 2014 -28 March 2014) was HKD0.37. The purchase price in the Sales and Purchase agreement of HKD0.40 is higher by a slight 8.1% over the 5-day simple average closing price of HKD0.37. The Board of Directors of MEGB believes that the purchase price is fair and reflects the closing price of Gayety on 28 March 2014 as
2
well as after considering the other key factors stated in item 5 of the announcement made on 31
March 2014.
8. The manner in which the consideration will be satisfied including the terms of any arrangement for
payment on a deferred basis.
The consideration is to be satisfied in cash immediately with no deferred payment clause.
9. When will the total purchase consideration be paid.
The total purchase consideration has to be paid immediately after the signing of the Agreement and
has already been paid to the shares vendors’ lawyer in Hong Kong.
10. To provide clarification on the statement, “MEGB wishes to expand into the growing Hong Kong
and China markets as part of its plan to further enlarge the scope of its existing local education
business to the two countries as well as scouting for opportunities to diversify into potential other
investments in the region”, the clarification should include as to how would the acquisition of
Gayety which is principally involved in the operation of a chain of Chinese restaurants in Hong
Kong would enable MEGB to expand its local education business in Hong and China.
MEGB has intention to expand its education business in Hong Kong and China. MEGB is also
constantly looking at various investment opportunities in Hong Kong and China which will
enhance returns to its shareholders.
The investment in Gayety is MEGB’s first investment in Hong Kong and China. MEGB’s
investment in Gayety is not associated to MEGB’s intention to expand its education business in
Hong Kong and China. MEGB’s investment in Gayety is purely a financial investment.
11. To elaborate on “Gayety has a comprehensive future development plan in China, which is expected
to boost its earnings substantially…” and to include the justifications and basis of the statement.
MEGB understands from Gayety’s 2013 Annual Report that the Gayety group plans to establish its
footprint in the food and catering business in China. We wish to clarify that MEGB has no specific
information on the comprehensive future development plans other than what has been declared in
the 2013 Annual Report on Gayety’s expansion into China.
12. To state whether Gayety will be a wholly-owned subsidiary of MEGB upon completion of the
transaction.
The stake purchased in Gayety constitutes only around 3.7% of Gayety’s s