GHL Systems Berhad Annual Report 2014 - page 156

Annual report 2014
155
NOTES TO THE FINANCIAL STATEMENTS
31 December 2014 (continued)
38. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
(a) On 4 October 2013, the Company:
(i) notified its intention to undertake a takeover offer to acquire all of the shares in e-pay Asia Limited
(“EPY”), a public company listed on the Australian Securities Exchange for AUD0.40 per ordinary
share in EPY (“EPY Share(s)”) (equivalent to RM1.21) (“Offer Price”) (“Offer”) pursuant to Chapter 6
of the Australian Corporations Act, 2001 (“Proposed Acquisitions”); and
(ii) entered into a share subscription agreement with Cycas for the proposed issuance and allotment
of up to such number of new ordinary shares equivalent to twenty percent (20%) of the enlarged
issued and paid up share capital of the Company (i.e. after the completion of the Proposed
Acquisition) to Cycas at an issue price of RM0.42 per ordinary share to be satisfied in cash
(“Proposed Share Issuance”).
The acquisition was completed during the financial year. Details of the acquisition are disclosed in Note
10 to the financial statements.
(b) On 20 August 2014, the Company proposed to undertake a bonus issue and on 29 September 2014, a
circular to shareholders in relation to the proposed bonus issue of up to 215,130,837 new ordinary shares
of RM0.20 each in GHL, to be credited as fully paid-up, on the basis of one (1) Bonus Share for every two
(2) existing GHL Shares held by shareholders of GHL on the entitlement date to be determined later.
On 31 October 2014, the Company announced 213,250,001 Bonus Shares have been listed and quoted
on the Main Market of Bursa Malaysia Securities Berhad, marking the completion of the Bonus Issue.
(c) On 31 December 2014, the Company acquired one hundred (100) ordinary shares of RM1.00 each in S
Capital Sdn. Bhd. from e-pay Asia Pty. Ltd., representing 100% of the issued and paid-up share capital
of S Capital Sdn. Bhd, for total consideration of RM100.
(d) On 31 December 2014, the Company acquired 2 ordinary shares of RM1.00 each in Sentripay Sdn. Bhd.
from e-pay Asia Pty. Ltd., representing 100% of the issued and paid-up share capital of Sentripay Sdn.
Bhd, for total consideration of RM2.
(e) On 31 December 2014, the Company acquired 1 ordinary shares of USD1.00 each in EPY Capital
Holdings Limited from e-pay Asia Pty. Ltd., representing 100% of the issued and paid-up share capital of
EPY Capital Holdings Limited, for total consideration of RM1,080,012.
(f) On 31 December 2014, the Company acquired 500,000 ordinary shares of RM1.00 each in Mobiepay
Sdn. Bhd. from e-pay Asia Pty Ltd, representing 100% of the issued and paid-up share capital of
Mobiepay Sdn. Bhd., for total consideration of RM500,000.
39. SIGNIFICANT EVENT SUBSEQUENT TO THE END OF THE REPORTING PERIOD
On 27 January 2015, the Company announced its wholly owned subsidiaries, GHL CardPay Sdn. Bhd. and
GHL ePayments Sdn. Bhd., have each entered into an agreement with Global Payments Card Processing
Malaysia Sdn. Bhd. (“Global Payments Malaysia”) whereby they will act as a payment facilitator and
payment service provider to Global Payments Malaysia.
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