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PROSPECTUS This Prospectus is dated 26 April 2010

MASTERSKILL EDUCATION GROUP BERHAD (Company No.:746920-M) (Incorporated in Malaysia under the Companies Act, 1965)

P  R  O  S  P  E   C  T   U  S 

THE INITIAL PUBLIC OFFERING (THE “IPO” OR “OFFERING”) OF UP TO 205,000,000 ORDINARY SHARES OF RM0.20 EACH IN OUR COMPANY (THE “SHARES”) IN CONJUNCTION WITH THE LISTING OF AND QUOTATION FOR 409,905,780 SHARES ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD (“BURSA SECURITIES”) COMPRISING: (I)

OFFER FOR SALE OF UP TO 164,000,000 EXISTING SHARES (THE “OFFER SHARES”) MADE AVAILABLE IN THE FOLLOWING MANNER: • 41,000,000 OFFER SHARES MADE AVAILABLE TO BUMIPUTERA INSTITUTI ONAL AND SELECTED INVESTORS  APPROVED BY THE MIN MINISTRY ISTRY OF IN INTERNA TERNATIONAL TR TRADE ADE AND INDUSTR INDUSTRY Y (“MITI”); AND • UP TO 123,000,000 OFFER SHARES MADE AVAILABLE TO MALAYSIAN INSTITUTIO NAL AND SELECTED INVESTORS AND FOREIGN INSTITUTIONAL AND SELECTED INVESTORS OUTSIDE THE UNITED STATES OF  AMERICA(THE “U “UNITED NITED STATES”) INRELIANCEON REGULATION S UNDERTHE UNITED UNITED STATES SEC SECURITIES URITIES  ACT OF 1933, 1933, AS AMENDED (THE “US SEC SECURITIES URITIES ACT”);  AT THE INSTITUTIONAL PRICE TO BE DETERMIN DETERMINED ED BY WAY OF BOOKBUILD BOOKBUILDING ING (THE “INSTITUTION “INSTITUTIONAL AL PRICE”) PURSUANT TO THE INSTITUTIONAL OFFERING

(II)

PUBLIC ISSUE OF 41,000,000 NEW SHARES (THE “ISSUE SHARES”) MADE AVAILABLE IN THE FOLLOWING MANNER: • 25,500,000 ISSUE SHARES MADE AVAILABLE TO THE MALAYSIAN PUBLIC, OUR ELIGIBLE EMPLOYEES  AND OUR ELIGIBLE GRADUATES GRADUATES AT THE RETAIL PRICE OF RM3.50 PER SHARE, PAYABLE IN FULL UPON  APPLICATION (THE “R “RETAIL ETAIL PRICE”) PUR PURSUANT SUANT TO THE RETAIL OFFER OFFERING; ING; AND • 15,500,000 ISSUE SHARES MADE AVAILABLE TO MALAYSIAN INSTITUTIO NAL AND SELECTED INVESTORS  AND FOREIGN INSTITUTIONAL INSTITUTIONAL AND SELEC SELECTED TED INVESTORS OUTSIDE THE UNITED STATES IN RELIANC RELIANCE E ON REGULATION S UNDER THE US SECURITIES ACT AT THE INSTITUTIONAL PRICE PURSUANT TO THE INSTITUTIONAL OFFERING

M A

www.masterskill.edu.my

PREMIER • RECOGNISED • TRUSTEDTM

 S  T  E  R  S  K I   L  L  E  D  U  C  A T  I    O N  G R  O  U P  B E  R H A D

THE RETAIL PRICE IS PAYABLE IN FULL UPON APPLICATION AND SUBJECT TO REFUND OF THE DIFFERENCE, IN THE EVENT THAT THE FINAL RETAIL PRICE IS LESS THAN THE RETAIL PRICE. THE FINAL RETAIL PRICE WILL BE EQUAL TO THE LOWER OF: (I) (II)

THE RETAIL PRICE; AND 95% OF THE INSTITUTI ONAL PRICE;

SUBJECT TO ROUNDING TO THE NEAREST SEN.

Principal Adviser and Retail Underwriter 

Joint Global Co-ordinators and Joint Bookrunners

Goldman Sachs (Singapore) Pte. (Company Registration Number: 198602165W)

YOU ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS. IF IN DOUBT, PLEASE CONSULT APROFESSIONAL ADVISER.

FOR INFORMATION CONCERNING CERTAIN RISKS RELATING TO AN INVESTMENT IN THE SHARES WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE “RISK FACTORS” IN SECTION 5 OF THIS PROSPECTUS.

THIS PROSPECTUS IS NOT TO BE DISTRIBUTED OUTSIDEMALAYSIA. LISTING SOUGHT: MAIN MARKET MALAYSIASECURITIESBERHAD

OF

BURSA

 

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