110 / 178
108
GHL Systems Berhad
(293040-D)
Annual report 2015
Notes to the Financial Statements
31 December 2015 (continued)
10. INVESTMENTS IN SUBSIDIARIES (continued)
(b) Impairment loss on investments in subsidiaries amounting to RM123,102,509 (2014: NIL) relating to a
subsidiary, e-Pay Asia Pty. Ltd., has been recognised during the financial year due to cessation of its
operating activities.
(c) During the financial year, the Group recognised share options granted under shares options scheme of
RM473,967 (2014: RM962,066) in profit or loss, out of which an amount of RM274,446 (2014: RM741,586)
was in respect of employees of subsidiaries. At Company level, the amount of RM274,446 (2014:
RM741,586) was recorded as an increase in investments in subsidiaries with a corresponding credit to
equity as disclosed in Note 32 to the financial statements.
(d) In the previous financial year, the Company subscribed for additional 3,750,000 ordinary shares of
RM1.00 each in GHL CardPay Sdn. Bhd. (“GHLCP”), a wholly-owned subsidiary of the Company, for
total cash consideration of RM3,750,000.
(e) Acquisition of 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 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 acquisition was 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