Subject:
MASTERSKILL EDUCATION GROUP BERHAD (“MEGB” OR “THE COMPANY”)
Memorandum of Agreement between Masterskill (M) Sdn Bhd and Pertubuhan
Keselamatan Sosial
Contents:
1.
INTRODUCTION
MEGB wishes to announce that Masterskill (M) Sdn Bhd (“Masterskill”), a wholly-owned
subsidiary of the Company, had on 23 May 2011, entered into a Memorandum of
Agreement (“Agreement”) with Pertubuhan Keselamatan Sosial (“PERKESO”) to allow
Masterskill’s students pursuing courses in Diploma in Physiotherapy, Diploma in
Occupational Therapy, Diploma in Paramedic Science, Diploma in Occupational Safety &
Health and other relevant bachelor/master/PhD degrees (“Courses”) which may be
conducted by Masterskill (“Students”) to use the facilities which includes The Medical
Rehabilitation Blocks and the Medical Equipments which will be contributed by PERKESO
(“Facilities”) at Pusat Rehabilitasi Perkeso, Alor Gajah, Melaka (“Property”) owned by
PERKESO, for the purposes of teaching and training (“Training”) of Students by Qualified
Allied Health Practitioner, Allied Health Tutor or Staff employed by Masterskill, subject to
the terms and conditions as stipulated in the Agreement.
2.
INFORMATION ON MASTERSKILL AND PERKESO
Masterskill was incorporated in Malaysia under the Companies Act, 1965 on 11 August
1997. The authorised share capital of Masterskill is RM25,000,000.00 comprising
25,000,000 ordinary shares of RM1.00 each, with the issued and paid-up capital of
RM17,800,000.00.
Masterskill is principally involved in the provision of education in nursing and allied health
sciences in the healthcare industry.
PERKESO is a body corporate incorporated under the Employees’ Social Security Act,
1969 and having an address of service at Menara PERKESO, 281, Jalan Ampang, 50538
Kuala Lumpur.
3.
SALIENT TERMS OF THE AGREEMENT
Pursuant to the Agreement, both parties had mutually agreed to the following:3.1
Period of the Agreement
(a)
The Agreement shall be for a period of five (5) years with an option to renew for five
(5) years commencing from the date of this Agreement (“the Contract Expiry Date”),
unless sooner terminated in the manner provided in the Agreement.
(b)
Masterskill shall have right to apply to PERKESO in writing for an extension of the
Agreement not less than six (6) months prior to the Contract Expiry Date if it intends
to extend the Agreement for a further period of two (2) years. PERKESO shall have
the absolute discretion to decide the extension of the Agreement upon receipt of
application from Masterskill. The parties hereto may, as soon as practicable after
the receipt of application from Masterskill, negotiate the terms and condition of such
extension not later than three (3) months prior to the Contract Expiry Date. In the
event that the parties hereto fail to reach an agreement for extension of this
Agreement, this Agreement shall automatically expire on the Contract Expiry Date.
Subject:
MASTERSKILL EDUCATION GROUP BERHAD (“MEGB” OR “THE COMPANY”)
Memorandum of Agreement between Masterskill (M) Sdn Bhd and Pertubuhan
Keselamatan Sosial
3.2
Arrangement of the Training
(a)
The Minister of Human Resource, of the Government of Malaysia, may from time to
time for the fulfilment of the Government’s directions, give instruction to PERKESO
to allow any other parties excluding parties from other private higher education
institutions, to enter into agreement with such parties and to use the Facilities at the
Property and the parties to this Agreement shall as soon as possible with mutual
understanding and agreement to give effect to all such directions or instructions.
Subject to the above, Masterskill shall have the exclusive right of use of the
Facilities at the Property.
(b)
For the duration of the Training, the Students shall be allowed to use all the facilities
provided and contributed by PERKESO for the Courses for the purpose of training
during working hours only (8 am – 5 pm) and weekdays only.
3.3 Consideration
(a)
In consideration of the use of the Facilities, Masterskill agrees to give scholarship
worth Ringgit Malaysia One Million (RM1,000,000.00) only to the recipients of
PERKESO’s benefit, contributors and staff to pursue courses in Allied Health
Sciences annually at Masterskill commencing from January 2012 subject to
fulfillment of entry requirement of Masterskill and termination by any party pursuant
to the Agreement.
In the event any of the recipients of the scholarship from Masterskill quits, abandons
or fails to comply with the rules and regulations of Masterskill, Masterskill shall have
the right to withdraw the particular scholarship with no replacement to be made by
PERKESO with written notice of not less than two (2) months to PERKESO.
4
(b)
Subject to further agreement between the parties in writing, Masterskill shall in
consideration of the use of the Facilities provided by PERKESO by the Students pay
to PERKESO the agreed amount of Ringgit Malaysia One (RM1.00) only for each
Student per semester.
(c)
The number of Students to be registered for the Training shall not exceed the
maximum number of 500 Students only at any one time and PERKESO shall have
the right to limit the number of Students.
RATIONALE OF THE AGREEMENT
This Agreement will benefit Masterskill’s students from the Courses to undergo their
training at the Property.
5.
FINANCIAL EFFECTS
5.1
Share capital and substantial shareholders’ shareholding
The Agreement will not have any effect on the share capital and substantial
shareholders’ shareholding in MEGB.
Subject:
5.2
MASTERSKILL EDUCATION GROUP BERHAD (“MEGB” OR “THE COMPANY”)
Memorandum of Agreement between Masterskill (M) Sdn Bhd and Pertubuhan
Keselamatan Sosial
Earnings
The Agreement is not expected to have any material effect on the earnings of the
MEGB Group for the financial year ending 31 December 2011.
5.3
Net Assets
The Agreement is not expected to have any material effect on the net assets of
MEGB Group.
5.4
Gearing
The Agreement is not expected to have any material effect on the gearing of MEGB
Group.
6.
APPROVAL REQUIRED
The execution of the Agreement does not require the approval of MEGB shareholders or
any other relevant authorities.
7.
DIRECTORS' AND/OR MAJOR SHAREHOLDERS' INTEREST
None of the Directors and/or major shareholders of the Company and/or persons
connected with them have any interest, direct and indirect, in the Agreement.
8.
DIRECTORS' STATEMENT
The Directors of MEGB, having considered all aspects of the Agreement, are of the
opinion that it is in the best interest of MEGB Group.
9.
DOCUMENT FOR INSPECTION
The Agreement is available for inspection at the registered office at 25-5, Block H, Jalan
PJU 1/37, Dataran Prima, 47301 Petaling Jaya, Selangor Darul Ehsan during normal
business hours for a period of three (3) months from the date of this announcement.
This announcement is dated 24th day of May 2011.