111 / 178
109
GHL Systems Berhad
(293040-D)
Annual report 2015
Notes to the Financial Statements
31 December 2015 (continued)
10. INVESTMENTS IN SUBSIDIARIES (continued)
(e) Acquisition of e-pay Asia Limited (“e-pay Asia”) (continued)
The fair value of the net assets acquired and cash flow arising from the above acquisition was as
follows: (continued)
At date of
acquisition
Note
RM
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 was as follows:
RM
Cash consideration
2,620,683
Shares consideration
120,481,826
123,102,509
The effects of the acquisition on cash flows:
RM
Total consideration for equity interest acquired
123,102,509
Less: Shares consideration
(120,481,826)
Cash consideration
2,620,683
Less: Cash and cash equivalents of subsidiaries acquired
(21,689,911)
Net cash inflow of the Group on acquisition
(19,069,228)
Goodwill of RM105,629,787 comprises the value of the strengthening of the market position of the
Group in the country and the cost reduction synergies expected to arise from the acquisition. It also
includes the value of its distribution channel, which had not been recognised separately. The distribution
channel had been established since past years, which was not separable and therefore does not meet
the criteria for recognition as an intangible asset under MFRS 138.