GHL System Berhad Annual Report 2018

a n n u a l r e p o r t 2 0 1 8 105 NOT ES TO THE F I NANC I A L STAT EMENTS 3 1 D e c e m b e r 2 0 1 8 C O N T ’ D 15. INVESTMENTS IN SUBSIDIARIES (cont’d) (f) De-registration of subsidiaries (cont’d) (ii) Effects of the de-registration of PT. Spotpay Indonesia are as follows: 2018 RM Carrying amount of shares at the date of disposal - Less: Realisation of post-acquisition reserves - Accumulated losses (27,999) - Exchange translation reserve reclassified to profit or loss 444 Gain on de-registration of a subsidiary (27,555) In previous financial year, a wholly-owned subsidiary of the Company, e-pay Asia Pty. Ltd., had been de-registered from the Australian Securities and Investments Commission. (iii) Effects of the de-registration of e-pay Asia Pty. Ltd. are as follows: 2017 RM Carrying amount of shares at the date of disposal 42,862,857 Less: Realisation of post-acquisition reserves - Accumulated losses (39,586,726) - Exchange translation reserve reclassified to profit or loss (3,165,518) Loss on de-registration of a subsidiary 110,613 (g) Acquisition of Paysys (M) Sdn. Bhd. during the financial year ended 31 December 2018 On 5 May 2018, the Company announced to Bursa Malaysia Securities Berhad (“Bursa Securities”) that S Capital Sdn. Bhd., a wholly-owned subsidiary of the Company had on same date, entered into a conditional Share Sale Agreement (“SSA”) with Paysys Group Holdings Sdn. Bhd. (“PGHSB”) and Rica Holdings (M) Sdn. Bhd. (“RHMSB”) (collectively referred to as the “Sellers”), to acquire 100% of the equity interest held by the Sellers in Paysys (M) Sdn. Bhd. (“PMSB”) (“Sale Shares”) for a total purchase consideration of up to RM80,000,000 (“Purchase Consideration”). On 15 May 2018, the Company announced that Bursa Securities had granted its approval on the listing of up to 33,537,353 new ordinary shares in GHL to be issued pursuant to the Proposed Acquisition. On 26 June 2018, the Company announced that in accordance with the terms and conditions of the SSA, the Company had paid the Cash Consideration of RM40,000,000 to the Sellers and issued the 13,414,941 Tranche 1 GHL Consideration Shares to be placed in escrow accounts managed by the Escrow Agent. Accordingly, the Proposed Acquisition is completed and PMSB became an indirect wholly-owned subsidiary of the Company.

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