Annual report 2014
107
NOTES TO THE FINANCIAL STATEMENTS
31 December 2014 (continued)
10. INVESTMENTS IN SUBSIDIARIES (continued)
(c) Acquisition of e-pay Asia Pty. Ltd (formerly known as e-pay Asia Limited) (“e-pay Asia”)
On 4 October 2013, the Company announced to Bursa Malaysia Securities Berhad its intention to
undertake a takeover offer to acquire all of the ordinary shares in e-pay Asia Pty. Ltd. (formerly known
as e-pay Asia Limited) (“e-pay Asia”), a public company listed on the Australian Securities’ Exchange
for the basis of RM1.21 per e-pay Asia ordinary share for cash (“Cash consideration”) or 2.75 ordinary
shares of the Company for each e-pay Asia ordinary share at issue price of RM0.44 per ordinary share
of the Company, being the five days volume weighted average market price of the ordinary shares of
the Company up to 2 October 2013 (“Shares consideration”).
On 21 February 2014 (“Acquisition Date”), the Company acquired 55,080,447 ordinary shares in e-pay
Asia, representing 96.75% of the issued and paid-up share capital of e-pay Asia and subsequently
acquired the remaining 3.25% in e-pay Asia not already ownedby theCompany. The total consideration
of the acquisition amounted to RM123,102,509 comprising Cash Consideration of RM2,620,683 and
Shares consideration of RM120,481,826. The Shares consideration was based on a fair value of RM0.80
per ordinary share of the Company at Acquisition Date.
The fair value of the net assets acquired and cash flow arising from the above acquisitions are as
follows:
At date of
acquisition
Note RM
Property, plant and equipment
7
3,823,317
Prepaid lease payments
23
4,293,213
Investments in joint ventures
73,442
Intangible assets
8
130,793
Available-for-sale investments
9,042,371
Inventories
30,916,264
Trade and other receivables
15,441,985
Current tax assets
752,705
Cash and bank balances
21,689,911
86,164,001
Trade and other payables
(28,181,800)
Borrowings
(40,149,479)
Deferred tax liabilities
14
(360,000)
Total identifiable net assets
17,472,722
Goodwill arising from acquisition
9 105,629,787
123,102,509
The consideration transferred for the acquisition of e-pay Asia are as follows:
RM
Cash consideration
2,620,683
Shares consideration
120,481,826
123,102,509
