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| Share Name | Share Symbol | Market | Stock Type |
|---|---|---|---|
| E-Pay Asia | EPY | London | Ordinary Share |
| Price Change | Price Change % | Share Price | Last Trade
|
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|---|---|---|---|---|
| 0.00 | 0.00% | 0.75 | 01:00:00 |
| Open Price | Low Price | High Price | Close Price | Previous Close |
|---|---|---|---|---|
| 0.75 | 0.75 |
| Top Posts |
|---|
Posted at 13/5/2014 14:03 by buywell2 well done EPY believers |
Posted at 14/4/2014 14:59 by boadicea Those who accepted the shares offer and had their new holding in GHL sold as an ineligible holder, will today have received their A$ cheque in settlement.The result is 27.0464 Acents per GHL, equivalent to 74.3776 cents per EPY share, as against the 40 cents offered in cash. Well worth the wait and slight uncertainty at the back of one's mind. The equivalent price in ringgits is about 0.8 per GHL share or 2.2rgts per EPY. The current price in rgts is 1.03 per GHL so on that comparison it doesn't look so good and there's obviously a lot of money to be made in churning this stuff through the financial system ..... but not for the punters! Final point: The cheque is dated 10th April, so I assume that on either immediate or 3 day settlement, the trade occurred on or after 7th April and CGT gain/loss falls in 2014/15. |
Posted at 18/2/2014 16:26 by freddie ferret exile.Yes, I am now out and have been for a few days now. I held on after Monkey in the hope that what is now happening would happen before the end of trading in EPY. My guess is the guys that are going to get 2.75 shares in GHL for each EPY are going to do very very nicely out of this. I will keep this thread open and active since Mr Loh is active in GHL and part of the interest in EPY has been in the way Mr Loh has played it, all credit to him. |
Posted at 03/2/2014 14:14 by freddie ferret GHL data from www.bloomberg.comCurrent P/E Ratio (ttm) 17.1383 Estimated P/E(12/2013) 16.3953 Relative P/E vs. FBMKLCI 0.9967 Earnings Per Share (MYR) (ttm) 0.0411 Est. EPS (MYR) (12/2013) 0.0430 Est. PEG Ratio - Market Cap (M MYR) 129.83 Shares Outstanding (M) 184.15 30 Day Average Volume 1,365,870 Price/Book (mrq) 2.2705 Price/Sale (ttm) 1.7335 Dividend Indicated Gross Yield -% Cash Dividend (MYR) 0.0043 Dividend Ex-Date 05/18/2007 5 Year Dividend Growth - Next |
Posted at 18/1/2014 13:22 by freddie ferret Sorry pain in the xxxx the way this c&ps.ASX RELEASE GHL Systems Berhad (GHL) Takeover bid by GHL for e - pay Asia Limited ABN 99 089 227 887 (EPY) Extension of Offer Period to 21 February 2014 GHL varies the Offer by extending the Offer Period so that th e Offer will remain open for acceptance until 7.00pm (Melbourne time) on Friday, 21 February 2014 ( unless further extended). A formal notice is attached , together with a copy of a letter being sent to EPY shareholders with the notice. Also attached is a no tice under section 630(2) of the Corporations Act , As announced by GHL through EPY on 9 December 2013, GHL proposes to issue a replacement bidder ' s statement providing additional disclosure. It is currently expected that this replacement bidder ' s statemen t will be lodged with ASIC and ASX and sent to EPY Shareholders by 24 January 2014. GHL will be offering withdrawal rights to any EPY Shareholder who has accepted or accepts the Offer before the replacement bidder ' s statement is issued. As at 1 5 January 2 014, GHL has received acceptances in respect of 93.09 % of EPY Shares) (with holders of 9 2.500 % of EPY Shares having elected to receive the Scrip Consideration and holders of 0.591% of EPY Shares having elected to receive the Cash Consideration). These acc eptances are, however, subject to withdrawal rights as discussed above. Tobikiri Capital Limited ( TCL ), the major shareholder in EPY, which has accepted the Offer with respect to its entire EPY sharehol ding (representing 61.60% of EPY Shares), has advise d GHL that it will not exercise its w ithdrawal rights. TCL has elected to receive the Scrip Consideration for its entire shareholding. GHL intends to proceed to compulsory acquisition of outstanding EPY Shares , subject to all of the Conditions of the Offe r being satisfied or waived and in the absence of withdrawals of acceptances resulting in GHL " s Relevant Interest in EPY dropping to below 90% of EPY Shares . Unless otherwise stated, the definitions used throughout this announcement have the same meanings as defined in the Replacement Bidder ' s Statement. e-pay Asia Limited - ABN 99 089 227 887 Suite 2502, Level 25, St Martins Tower, 31, Market Street, Sydney NSW 2000 Australia Telephone: +612 (0) 9267 4633 Facsimile: +612 (0) 9267 4388 Website: www.epay-asia.com 16 January 2014 Mr Andy Weaver ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000 Dear Mr Weaver GHL Notification of extension of offer for EPY e-pay Asia Limited (ASX: EPY ) has received the attached notifications from GHL Systems Berhad (GHL) advising th at GHL has extended the offer close date from 24 January 2014 to Friday 21 February 2014. Attached are the GHL cover letter, the Notice under Section 630 and a sample notice to be mailed to all EPY shareholders. Yours faithfully Robert Lees Company Secretary For personal use only Head O f fice Innovation Cent r e C - G - 15, Block C Jln Dataran SD1, Dataran SD, PJU 9 L5 - E - 7B, Enterp rise 4 T echnology Park Malaysia Bandar Sri Damansara, 52200 Kuala Lumpu r , Malaysia B ukit Jalil, 57000 Kuala Lumpu r , Malaysia T el +603 - 6286 3388 Fax +603 - 6280 2999 ww w .ghl.com T el +603 - 8998 3660 Fax +603 - 8998 3301 GHL Systems Bhd 293040 - D 16 January 2014 ASX RELEASE GHL Systems Berhad (GHL) Takeover bid by GHL for e - pay Asia Limited ABN 99 089 227 887 (EPY) Extension of Offer Period to 21 February 2014 GHL varies the Offer by extending the Offer Period so that th e Offer will remain open for acceptance until 7.00pm (Melbourne time) on Friday, 21 February 2014 ( unless further extended). A formal notice is attached , together with a copy of a letter being sent to EPY shareholders with the notice. Also attached is a no tice under section 630(2) of the Corporations Act , As announced by GHL through EPY on 9 December 2013, GHL proposes to issue a replacement bidder ' s statement providing additional disclosure. It is currently expected that this replacement bidder ' s statemen t will be lodged with ASIC and ASX and sent to EPY Shareholders by 24 January 2014. GHL will be offering withdrawal rights to any EPY Shareholder who has accepted or accepts the Offer before the replacement bidder ' s statement is issued. As at 1 5 January 2 014, GHL has received acceptances in respect of 93.09 % of EPY Shares) (with holders of 9 2.500 % of EPY Shares having elected to receive the Scrip Consideration and holders of 0.591% of EPY Shares having elected to receive the Cash Consideration). These acc eptances are, however, subject to withdrawal rights as discussed above. Tobikiri Capital Limited ( TCL ), the major shareholder in EPY, which has accepted the Offer with respect to its entire EPY sharehol ding (representing 61.60% of EPY Shares), has advise d GHL that it will not exercise its w ithdrawal rights. TCL has elected to receive the Scrip Consideration for its entire shareholding. GHL intends to proceed to compulsory acquisition of outstanding EPY Shares , subject to all of the Conditions of the Offe r being satisfied or waived and in the absence of withdrawals of acceptances resulting in GHL " s Relevant Interest in EPY dropping to below 90% of EPY Shares . Unless otherwise stated, the definitions used throughout this announcement have the same meanings as defined in the Replacement Bidder ' s Statement. For personal use only Head O f fice Innovation Cent r e C - G - 15, Block C Jln Dataran SD1, Dataran SD, PJU 9 L5 - E - 7B, Enterp rise 4 T echnology Park Malaysia Bandar Sri Damansara, 52200 Kuala Lumpu r , Malaysia Bukit Jalil, 57000 Kuala Lumpu r , Malaysia T el +603 - 6286 3388 Fax +603 - 6280 2999 ww w .ghl.com T el +603 - 8998 3660 Fax +603 - 8998 3301 GHL Systems Berhad Notice under section 630 of the Corporations Act 2001 (Cth) Extension of Offer Period This is a notice given by GHL Systems Berhad ( GHL ) in relation to the o ffer made under its takeover bid for all of the shares in EPY ( the Offer ) pursua nt to its bidder ' s statement dated 7 November 2013 ( Bidder ' s Statement ) . GHL hereby gives notice pursuant to section 630(2)(b) of the Corporations Act 2001 (Cth) ( Corporations Act ) that the new date for giving the notice of the status of the conditions set out in section 13.13 of the Bidder ' s Statement ( Conditions ) is 13 February 2014. As at the date of this notice : (b) the Condition set out in section 13.13(b) of the Bidder ' s Statement has been fulfilled (so that the Offer is free of that Condition); (b) th e Offer remains subject to the C onditions set out in section 13.1 3(a) and sections 13.13(c) to (j ) of the Bidder ' s Statement and, as far as GHL is aware, none of these Conditions have been fulfilled ; and (c) GHL ' s voting power in EPY is 93.09 % (with ho lders of 92.500 % of EPY Shares having accepted the Offer and elected to receive the Scri p Consideration and holders of 0.591 % of EPY Shares having accepted the Offer and elected to receive the Cash Consideration). Unless otherwise stated, the de finitions used throughout this notice have the same meanings as defined in the Bidder ' s Statement. Date: 16 January 2014 Signed for and on behalf of GHL by: Kanagaraj Lorenz Group Chief Executive Officer For personal use only Head Of fice Innovation Centre C-G-15, Block C Jln Dataran SD1, Dataran SD, PJU 9 L5-E-7B, Enterprise 4 Technology Park Malaysia Bandar Sri Damansara, 52200 Kuala Lumpur, Malaysia Bukit Jalil, 57000 Kuala Lumpur, Malaysia Tel +603-6286 3388 Fax +603-6280 2999 www.ghl.com Tel +603-8998 3660 Fax +603-8998 3301 GHL Systems Bhd 293040-D Dear EPY Shareholder GHL System Berhad's takeover offer for EPY extens ion of offer period We refer to GHL System Berhad's ( GHL ) Offer to acquire all Your EPY Shares. GHL has extended the offer period under the Offer. The Offer was originally scheduled to close at 7.00 pm (Melbourne time) on 24 January 2014 and is now scheduled to close at 7.00pm (Melbourne time) on Friday, 21 February 2014 (unless further extended as permitted under the Corporations Act 2001 (Cth) ( Corporations Act ). A formal notice of variation required by the Corporations Act is enclosed . As announced by GHL through EPY on 9 December 2013, GHL proposes to issue a replacement bidder's statement providing additional disclosure. It is currently expected that this replacement bid der's statement will be lodged with ASIC and ASX and sent to EPY Shareholders by 24 January 2014. GHL advises EPY Shareholders to await the issue of the replacement bidder's statement before making a decision to accept or reject the Offer in respect of their EPY Shares. GHL will be offering withdrawal rights to any EPY Shareholder who has ac cepted or accepts the Offer before the replacement bidder's statement is issued. As at 10 January 2014 (the last practicable date be fore printing of this letter), GHL had received acceptances in respect of 83.72% of EPY Shares) (wi th holders of 83.136% of EPY Shares having elected to receive the Scrip Consideration and hold ers of 0.591% of EPY Shares having elected to receive the Cash Consideration). These acceptances are, however, subject to withdrawal rights as discussed above. Tobikiri Capital Limited ( TCL ), the major shareholder in EPY, which has accepted the Offer with respect to its entire EPY s hareholding (representing 61.60% of EPY Shares), has advised GHL that it will not exercise its withdrawal rights. TCL has elected to receive the Scrip Consideration for its entire shareholding . Further information Unless otherwise stated, the definitions used throu ghout this letter have the same meanings as defined in the Bidder's Statement. If you have any questions about the Offer, please c ontact the Offer Information Line on 1300 389 265 (or +613 9415 4124 for international c allers for international callers) or your stockbroker, legal or financial adviser. Yours sincerely GHL Systems Berhad Kanagaraj Lorenz Datuk Kamaruddin Bin Taib Group Chief Executive Officer Independent Non-Execut ive Chairman 16 January 2014 178449_01JKOA T 000001 000 EPY_TK MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 Samples/000001/00000 *L000001* For personal use only |
Posted at 04/12/2013 13:59 by boadicea Exactly so! I am in the same position having specially opened a Foreign Dealing add-on to my account.Do you not have the the E-PAY ASIA 'Target's Statement'? It's an official booklet from E-Pay issued on behalf of the independent directors. In the Q&A section there is the question "What if I am a foreign EPY shareholder?" Answer: "The Bidder's Statement provides that GHL will only issue GHL shares to EPY shareholders that accept the Scrip Consideration with an address in Australia. If you are an EPY shareholder who has a registered address outside of Australia and accept the Offer, the Bidder's Statement provides that your GHL shares will be sold by a nominee appointed by GHL and the proceeds of that sale forwarded to you." The Q&A also states (paraphrasing) that by taking no action you will be left holding an Australian share which GHL intend to delist and which, if GHL obtain at least 90% acceptances, may be compulsorily acquired at the current Offer price (i.e. A$0.40). The one thing NOT to do atm imho, is to accept the cash offer. The sensible options seem to be either - - Sell now at ~69cents or - Accept the scrip offer and wait for the resulting GHL shares to be sold automatically as above, hoping that will produce as much (sometime around the end of January on the prposed timetable) as selling now, remembering that will also save the high dealing cost of a personal sale. However, dyor, of course. |
Posted at 02/12/2013 17:34 by freddie ferret Right things are getting interesting.e - pay Asia Limited - ABN 99 089 227 887 Suite 25 02 , Level 2 5 , St Martins Tower, 31, Market Street, Sydney NSW 2000 Australia Telephone: +61 2 (0) 9267 4633 Facsimile: +612 (0) 9267 4388 Website: www.e pay - asia .com 28 Novem ber 2013 Mr Andy Weaver ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000 Dear Mr Weaver GHL Notification of further disclosure to be provided e - pay Asia Limited (ASX: EPY ) has received the attached notification from GHL System s Berhad ( GHL ) advising that ASIC has raised with GHL concerns with the content of the Bidder ' s Statements and GHL proposes to issue a supplementary bidder ' s statement to provide additional disclosure. The full text is attached. Yours faithfully .................... Head O f fice Innovation Cent r e C - G - 15, Block C Jln Dataran SD1, Dataran SD, PJU 9 L5 - E - 7B, Enterp rise 4 T echnology Park Malaysia Bandar Sri Damansara, 52200 Kuala Lumpu r , Malaysia Bukit Jalil, 57000 Kuala Lumpu r , Malaysia T el +603 - 6286 3388 Fax +603 - 6280 2999 ww w .ghl.com T el +603 - 8998 3660 Fax +603 - 8998 3301 GHL Systems Bhd 293040 - D 28 November 2013 ASX RELEASE GHL Systems Berhad (GHL) Takeover bid by GHL for e - pay Asia Limited ABN 99 089 227 887 (EPY) further disclosure to be provided We refer to GHL ' s off - market takeover bid for all of the shares in EPY ( Takeover Bid ) and the bidder ' s statement dated 7 November 2013 ( Bidder ' s Statement ). GHL wishes to advise EPY shareholders that ASIC has raised with GHL concerns with the content of the Bidder ' s Statements and GHL proposes to issue a supplementary bidder ' s statement to provide additional disclosure. GHL advises EPY Shar eholders to await the issue of the supplementary bidder ' s statement before making a decision to a ccept or reject the offer in respect of their EPY Shares. GHL intends to offer withdrawal rig hts to any EPY shareholder who has accepted or accepts the offer under the Takeover Bid before the supplementary bidder ' s statement is issued. Tobikiri Capital Limited , the major shareholder of EPY which has accepted the offer with respect to its entire ho lding of 61.60% of EPY shares, has advised GHL that it will not e xercise its withdrawal rights. |
Posted at 16/11/2013 14:24 by freddie ferret Below is a copy and paste from the bidders statement from GHL. I think it is arguably the case that the offer price of 40c is obsolete. It will be interesting to see what the boards independent committee have to say..................... .................... .................... The Cash Consideration values EPY at approximately AUD22.8 million based on the total issued 56,930,320 EPY Shares as at the date of this Bidder's Statement. The Cash Consideration of AUD0.40 per EPY Share was arrived at after taking into consideration, amongst others, the following: (a) the range of traded market prices of EPY Shares of AUD0.315 to AUD0.38 for the past one month up to 2 October 2013, being the latest practicable date prior to the finalisation of the Offer proposal; and (b) the earnings potential of EPY. The Cash Consideration represents a premium of AUD0.025 or 6.67% to the closing price of EPY Shares of AUD0.375 on 2 October 2013 (being the latest practicable date prior to the finalisation of the Offer proposal). |
Posted at 16/11/2013 14:09 by freddie ferret I have been thinking along the lines of timing, how long do we have?I think the answer to this is quite a long time. RESPONSE TO TAKEOVER OFFER GHL Systems Berhad ( GHL ) has announced that it intends to make an off - market takeover offer ( Offer ) to acquire all the shares in e - pay Asia Limited ( EPY ). GHL will offer cash consideration of A$0.40 per EPY share. As an alternative, shareholders will have the choice to elect to receive 2.75 GHL shares per EPY share held, which will be listed on Bursa Malaysia Securities Berhad. As GHL is associated with several EPY directors and EPY's majo r shareholder, an independent board committee ( IBC ) comprised of Directors that are not participating insiders, consisting of Mr CY Chin (Chairman) and Mr Thomas Schnitker, has been formed. The IBC will: ∑ evaluate the Offer; ∑ appoint an independent expert to prepare an independent expert's report to opine on whether the Offer is fair and reasonable; and ∑ oversee the preparation of a target's statement on behalf of EPY responding to GHL's bidder's statement. The target's statement will contain the IBC's recom mendation in relation to the Offer as well as an independent expert's report. Shareholders are advised to take no action in relation to the Offer until EPY issues its target's statement containing a formal recommendation in relation to the Offer as well as an independent expert's report. This is not expected to occur until December 2013. The Offer is not expected to close until January 2014 at the earliest and therefore shareholders will have sufficient time to consider the Offer. The IBC has approved B aker & McKenzie as the company's legal adviser in relation to the Offer. If shareholders have any queries please contact the Company Secretary Robert Lees on his Direct line +612 9299 9580, mobile 0411494406 or by email: robert@coysec.com.au .................... .................... .................... I think the conclusion to the above, taken from the EPY announcement on the 7th Oct, is that we wait until the report of the Independent EPY committee, consisting of their non execs, this is not due until December. Given that the EPY and GHL share prices have both advanced substantially since the offer I think the deliberations of that committee could be interesting. |
Posted at 02/9/2013 17:24 by freddie ferret ASX: EPY26 August 2013 e-pay Asia Limited ABN 99 089 227 887 ("e-pay Asia", the "Company" or the "Group") Interim Results for the six months ended 30 June 2013 Highlights: 5.3% increase in consolidated revenue 127.8% increase in net profit after tax attributable to members Strong improvement in operating margins due to a better sales mix of higher margin products on the back of stable revenue growth. Simon Loh, Executive Chairman, said; "The interim results period under review saw a financial performance of +5.3% yoy increase in revenue with a sterling +127.8% yoy improvement in net profit after tax attributable to members compared to same period in 2012. The company recorded a significantly higher net profit after tax attributable to members. This was due in part to a higher proportion of sales transactions of higher margin products and we managed to lower operating costs." "We are confident that we will be able to maintain and further improve our performance as we continue to push sales of higher margin products as well as strategically growing our footprint to maintain our undisputed Number One electronic payment service provider position in Malaysia. Our investment in our time and marketing efforts in new revenue streams is beginning to bear fruit as shown in this interim period's performance. We are particularly excited in the area of media, entertainment and payments to further expand our coverage and this will lay the foundation for future profit growth." ASX Appendix 4D Half-year report for the six months ended 30 June 2013 e-pay Asia Limited ABN 99 089 227 887 (ASX:EPY) Results for announcement to the market Six months period ended 30 June 2013 $ Change % 1.1 Revenue 1.2 EBITDA (Earnings before finance costs, depreciation and tax) 1.3 Profit after income tax 1.4 Net profit after tax attributable to members 1.5 Basic earning per share 1.6 Diluted earning per share 1.7 Dividend 1.8 Net tangible assets per share 5,844,101 2,192,356 1,453,181 1,025,713 1.80 cents 1.80 cents - 27 cents 5.3 35.2 61.9 127.8 127.8 127.8 - 22.7 e-pay Asia Limited ABN 99 089 227 887 Interim Report - 30 June 2013 Contents Page Directors' Report 2 Interim Financial Report Auditor's Independence Declaration 4 Consolidated Statement of Profit or Loss and Other Comprehensive Income 5 Consolidated Statement of Financial Position 6 Consolidated Statement of Changes in Equity 7 Consolidated Statement of Cash Flows 8 Notes to the Consolidated Financial Statements 9 Directors' Declaration 21 Independent Review Report to the Members 22 This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2012 and any public announcements made by e-pay Asia Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001. Page 2 e-pay Asia Limited ABN 99 089 227 887 Directors' Report 30 June 2013 Directors' Report Your directors present the financial report on the consolidated group consisting of e-pay Asia Limited and the entities it controlled for the half-year ended 30 June 2013. Directors The following persons were directors of e-pay Asia Limited during or since the end of the half year: Simon Loh Chih Ming Yap CY Chin Singam Sabaratnam Thomas J. Schnitker Review of operations For the 6 month period under review, the Group recorded revenues of $5.8m (2012: $5.5m) with an EBITDA of $2.2m (2012: $1.6m). Net profit after tax attributable to members was $1.03m (2012: $0.45m) while diluted earnings per share were 1.80 cents (2012: 0.79 cents). This interim period saw an increase in sales of higher margin products (bill payment and content payment) as well as higher utilisation of our assets. This improvement of sales mix has led to a significant increase in net profit after tax attributable to members significantly as these products carry better margins. Our branding and marketing initiatives carried out were successful in promoting these products to a targeted group of end consumers, namely the Generation Y youth and matured adults. Moving forward, we will continue to keep our fingers on the pulse and engage with this new target segment to further understand their needs and preferences. This would enable us to introduce more relevant and higher margin products to them. This target segment is growing as younger adults increasingly join the workforce and their propensity for impulse buying bodes well for our products. We have also embarked on efforts to improve the productivity of our terminals assets. Through marketing activities and retailer education, we have managed to increase the average sales per terminal significantly which has improved our margins and bottom line performance. These efforts will continue as we introduce more products into our terminals as well as working closely with our retailers to promote our products. The Company will continue to grow its revenue by identifying the right locations for our terminals and leveraging on focused marketing plans especially growing our reach into the smaller towns and rural areas. The Company is also working on new sales platforms such as web, mobile and phones and tablets aiming to deliver products to larger group of consumers at a lower cost. We will continue to further expand our products lines, such as bill payments, content payments, debit and credit card payments, loyalty program fulfilment services as well as remittance services with strategic partners. Page 3 e-pay Asia Limited ABN 99 089 227 887 Directors' Report 30 June 2013 Outlook The Company believes that this interim period's performance will continue to improve as we introduce new high margin products (for example, bill payment, content payment, loyalty program fulfilment services and remittance) as well as strongly promoting existing ones through our retailer network. Based on industry trends, our sales performance for these products will continue to improve driven by consumers' awareness of their availability in our retailer network. We will also continue to strategically grow our footprint on high foot traffic areas and maintain our dominance in this space. We will also embark on further establishing our brand in smaller towns and rural areas to provide a one stop convenience for consumers to settle their bill payments. The smaller towns often have a higher percentage of cash usage as opposed to electronic payments which would benefit our payment infrastructure. In addition, the Company will explore new revenue streams, in the space of media, entertainment and payment, to further improve our profitability and performance. These new revenue streams will leverage on our existing assets which will enable quick deployment as well as better and faster returns. Our existing network of more than 18,000 point of sales is a powerful tool for companies that wish to expand their bill collection as well as sales points for their products. Auditor's Declaration The lead auditor's independence declaration under Section 307C of the Corporations Act 2001 is set out on page 4 for the half-year ended 30 June 2013. This report is signed in accordance with a resolution of the Board of Directors. ........................ Simon Loh Dated this 26 of August 2013 Page 4 Page 5 e-pay Asia Limited ABN 99 089 227 887 Consolidated Statement of Profit or Loss and Other Comprehensive Income For the half-year ended 30 June 2013 Consolidated Group 30 June 2013 30 June 2012 Note $ $ Revenue 5,844,101 5,549,358 Employee benefits expense (1,997,841) (1,953,200) Advertising and marketing promotions (307,321) (671,469) Accommodation and travelling expenses (87,159) (114,177) Telephone and utility charges (171,296) (211,978) Professional and consultancy fees (85,064) (274,838) Operating lease rentals (334,428) (114,086) Terminal installation and maintenance fees (79,010) (158,643) Other operating expenses (558,120) (430,075) Share of loss of investments accounted for using the equity method (31,506) - Profit before finance costs, depreciation and amortisation, and income tax 2,192,356 1,620,892 Finance costs (136,867) (81,715) Impairment of plant and equipment - (69) Depreciation and amortisation expenses (245,858) (257,249) Profit before income tax 1,809,631 1,281,859 Income tax expense (356,450) (384,173) Net profit for the half-year 1,453,181 897,686 Other comprehensive income after income tax Items that may be reclassified subsequently to profit or loss: Exchange income/(loss) on translating foreign controlled entities 1,409,941 (60,150) Other comprehensive income/(loss) for the half-year, net of tax 1,409,941 (60,150) Total comprehensive income for the half-year 2,863,122 837,536 Profit attributed to: Members of the parent entity 1,025,713 450,183 Non-controlling interests 427,468 447,503 1,453,181 897,686 Total comprehensive income attributed to: Members of the parent entity 1,897,567 415,242 Non-controlling interests 965,555 422,294 2,863,122 837,536 Earnings per share: Basic earnings per share 1.80 cents 0.79 cents Diluted earnings per share 1.80 cents 0.79 cents The accompanying notes form part of these financial statements. Page 6 e-pay Asia Limited ABN 99 089 227 887 Consolidated Statement of Financial Position As at 30 June 2013 Consolidated Group Note 30 June 2013 31 December 2012 $ $ ASSETS CURRENT ASSETS Cash and cash equivalents 3 7,769,732 5,447,167 Trade and other receivables 16,251,964 5,124,319 Inventories 11,163,881 11,402,624 Other current assets 527,052 463,045 TOTAL CURRENT ASSETS 35,712,629 22,437,155 NON-CURRENT ASSETS Plant and equipment 963,278 1,025,938 Intangible assets 59,137 59,684 Investments accounted for using the equity method 16,753 7,622 Prepayments 1,351,651 1,344,697 Financial assets 2,074,200 1,858,800 TOTAL NON-CURRENT ASSETS 4,465,019 4,296,741 TOTAL ASSETS 2 (ii) 40,177,648 26,733,896 LIABILITIES CURRENT LIABILITIES Trade and other payables 10,713,632 9,583,157 Borrowings 13,839,101 4,088,294 Current tax liabilities 163,618 121,755 TOTAL CURRENT LIABILITIES 24,716,351 13,793,206 NON-CURRENT LIABILITIES Deferred tax liabilities 124,452 111,528 Borrowings 76,405 119,854 TOTAL NON-CURRENT LIABILITIES 200,857 231,382 TOTAL LIABILITIES 2 (iii) 24,917,208 14,024,588 NET ASSETS 15,260,440 12,709,308 EQUITY Issued capital 14,607,663 14,607,663 Reserves (243,710) (1,115,564) Retained losses (4,382,147) (5,407,860) Parent entity interest 9,981,806 8,084,239 Non-controlling interests 5,278,634 4,625,069 TOTAL EQUITY 15,260,440 12,709,308 The accompanying notes form part of these financial statements. Page 7 e-pay Asia Limited ABN 99 089 227 887 Consolidated Statement of Changes in Equity For the half-year ended 30 June 2013 Share Capital Ordinary shares Equity contribution Conversion rights on convertible notes Retained Losses Options Reserve Foreign Currency Translation Reserve Non- Controlling Interests Total $ $ $ $ $ $ $ $ Balance at 1 January 2013 14,018,363 451,000 138,300 (5,407,860) - (1,115,564) 4,625,069 12,709,308 Profit attributable to members of the parent entity - - - 1,025,713 - - - 1,025,713 Profit attributable to noncontrolling interest - - - - - - 427,468 427,468 Interim dividend paid to non-controlling interests - - - - - - (311,990) (311,990) Other comprehensive income for the half-year - - - - - 871,854 538,087 1,409,941 Balance at 30 June 2013 14,018,363 451,000 138,300 (4,382,147) - (243,710) 5,278,634 15,260,440 Balance at 1 January 2012 14,018,363 451,000 138,300 (3,700,091) 1,535,374 (1,124,518) 3,859,257 15,177,685 Profit attributable to members of the parent entity - - - 450,183 - - - 450,183 Profit attributable to noncontrolling interest - - - - - - 447,503 447,503 Other comprehensive loss for the half-year - - - - - (34,941) (25,209) (60,150) Balance at 30 June 2012 14,018,363 451,000 138,300 (3,249,908) 1,535,374 (1,159,459) 4,281,551 16,015,221 The accompanying notes form part of these financial statements. Page 8 e-pay Asia Limited ABN 99 089 227 887 Consolidated Statement of Cash Flows For the half-year ended 30 June 2013 Note Consolidated Group 30 June 2013 30 June 2012 $ $ CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers 296,003,704 299,739,490 Payments to suppliers and employees (294,574,290) (296,084,288) Interest received 32,340 108,104 Finance costs (136,867) (81,587) Income tax paid (330,808) (169,596) Net cash provided by operating activities 994,079 3,512,123 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of plant and equipment 95,759 33,263 Payments for plant and equipment (159,854) (305,767) Advance payment for purchase of noncontrolling interest in controlled entity (8,000,000) - Net cash used in investing activities (8,064,095) (272,504) CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid to non-controlling interests (311,990) (1,974,086) Proceeds from borrowings 49,968,730 18,629,450 Repayments of borrowings (40,707,530) (16,907,400) Loan advanced to joint venture entity (7,922) - Net cash from/(used in) financing activities 8,941,288 (252,036) Net increase in cash held 1,871,272 2,987,583 Cash and cash equivalents at beginning of financial period 5,447,167 9,896,007 Effect on exchange rates on cash holdings in foreign currencies 451,293 (10,136) Cash and cash equivalents at end of financial period 3 7,769,732 12,873,454 The accompanying notes form part of these financial statements. Page 9 e-pay Asia Limited ABN 99 089 227 887 Notes to the Consolidated Financial Statements for the half-year ended 30 June 2013 Note 1: Summary of Significant Accounting Policies (a) Basis of preparation These general purpose financial statements for the interim half-year reporting period ended 30 June 2013 have been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards including AASB 134: Interim Financial Reporting. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. This interim financial report is intended to provide users with an update on the latest annual financial statements of e-pay Asia Limited and its controlled entities (the Group). As such it does not contain information that represents insignificant changes occurring during the half-year within the Group. It is therefore recommended that these financial reports be read in conjunction with the financial statements of the Group for the year ended 31 December 2012, together with any public announcements made during the half-year. The same accounting policies and methods of computation have been followed in this interim financial report as were applied in the most recent annual financial statements, except in relation to some of the matters discussed at Note 1(b) below. (b) New and Revised Accounting Requirements Applicable to the Current Half-Year Reporting Period For the half-year reporting period to 30 June 2013, a number of new and revised accounting standard requirements became mandatory for the first time. A discussion of these new and revised requirements and their impact on the Group is provided below. (i) Consolidated financial statements, joint arrangements and disclosure of interests in other entities The Group has adopted the following new and revised Australian Accounting Standards from 1 January 2013 together with consequential amendments to other Standards: AASB 10: Consolidated Financial Statements; AASB 127: Separate Financial Statements (August 2011); AASB 11: Joint Arrangements; AASB 128: Investments in Associates and Joint Ventures (August 2011); AASB 12: Disclosure of Interests in Other Entities; AASB 2011-7: Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards; and AASB 2012-10: Amendments to Australian Accounting Standards Transition Guidance and Other Amendments. These Standards are mandatorily applicable from 1 January 2013 and thus, became applicable to the Group for the first time in the current half-year reporting period. The Group has applied these Accounting Standards retrospectively in accordance with AASB 108: Accounting Policies, Changes in Accounting Estimates and Errors and the specific transition requirements in AASB 10 and AASB 11. The effects of initial application of these Standards in the current half-year reporting period are as follows: Page 10 e-pay Asia Limited ABN 99 089 227 887 Notes to the Consolidated Financial Statements for the half-year ended 30 June 2013 Note 1: Summary of Significant Accounting Policies (continued) Consolidated financial statements: AASB 10 provides a revised definition of control and additional application guidance so that a single control model will apply to all investees. Revised AASB 127 facilitates the application of AASB 10 and prescribes requirements for separate financial statements of the parent entity. On adoption of AASB 10, the assets, liabilities and non-controlling interests related to investments in businesses that are now assessed as being controlled by the Group, and were therefore not previously consolidated, are measured as if the investee had been consolidated (and therefore applied acquisition accounting in accordance with AASB 3: Business Combinations) from the date when the Group obtained control of that investee on the basis of the requirements in AASB 10. Upon the initial application of AASB 10, retrospective restatement of financial statement amounts of the year that immediately precedes the date of initial application (ie 2012) is necessary. When control is considered to have been obtained earlier than the beginning of the immediately preceding year (ie pre-1 January 2012), any difference between the amount of assets, liabilities and non-controlling interests recognised and the previous carrying amount of the investment in that investee is recognised as an adjustment to equity as at 1 January 2012. Although the first-time application of AASB 10 (together with the associated Standards) caused certain changes to the Group's accounting policy for consolidation and determining control, it did not result in any changes to the amounts reported in the Group's financial statements as the "controlled" status of the existing subsidiaries did not change, nor did it result in any new subsidiaries being included in the Group as a consequence of the revised definition. However, the revised wording of accounting policy for consolidation is set out in Note 1(c). Joint arrangements: AASB 11 requires joint arrangements to be classified as either "joint operations" (where the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities) or "joint ventures" (where the parties that have joint control of the arrangement have rights to the net assets of the arrangement). Revised AASB 128 facilitates the application of AASB 11 and incorporates guidance relating to the equity method of accounting. Joint ventures are always required to be accounted for using the equity method under AASB 11. The proportionate consolidation method is no longer permitted. However, this will not have any impact on the Group's financial statements as the Group's interest in joint ventures is currently accounted for using the equity method of accounting. When changing from the proportionate consolidation method to the equity method upon initial application of AASB 11, investments in joint ventures are required to be recognised as at the beginning of the immediately preceding year (ie as at 1 January 2012) and measured as the aggregate of the carrying amounts of the assets and liabilities that the investor had previously proportionately consolidated, including any goodwill arising from Page 11 e-pay Asia Limited ABN 99 089 227 887 Notes to the Consolidated Financial Statements for the half-year ended 30 June 2013 Note 1: Summary of Significant Accounting Policies (continued) acquisition. This amount is regarded as the deemed cost of the investment at initial recognition, and is subject to impairment testing at that point in time. If aggregating all previously proportionately consolidated assets and liabilities results in a negative net asset amount, the investor recognises a liability to the extent that it has a legal or constructive obligation with respect to the negative net assets, and recognises any balance of the negative net assets as an adjustment to opening retained earnings. Although the first-time application of AASB 11 (together with the associated Standards) caused certain changes to the Group's accounting policy for accounting for joint ventures and classification of joint arrangements, the directors have determined that such changes did not have any significant impact on the amounts reported in the Group's financial statements, mainly because the Group's classification of joint arrangements did not change and the Group's interest in joint ventures is currently accounted for using the equity method. However, the revised accounting policy for joint arrangements is set out in Note 1(d). Disclosure of interest in other entities: AASB 12 is the Standard that addresses disclosure requirements of AASB 10, AASB 11, AASB 127 and AASB 128. New disclosures, that are material to this interim financial report and associated with the Group's interests in subsidiaries and joint arrangements as prescribed by AASB 12 have been set out in Note 4. (ii) Fair value measurements and disclosures The Group has adopted AASB 13: Fair Value Measurement and AASB 20118: Amendments to Australian Accounting Standards arising from AASB 13 from 1 January 2013 together with consequential amendments to other Standards. These Standards are mandatorily applicable from 1 January 2013 and thus, became applicable to the Group for the first time in the current half-year reporting period. AASB 13 sets out a comprehensive framework for measuring the fair value of assets and liabilities and prescribes enhanced disclosures regarding all assets and liabilities measured at fair value. New disclosures prescribed by AASB 13 that are not material to this interim financial report. (iii) Other Other new and amending Standards that became applicable to the Group for the first time during this half-year reporting period are as follows: AASB 20122: Amendments to Australian Accounting Standards Disclosures Offsetting Financial Assets and Financial Liabilities and AASB 20125: Amendments to Australian Accounting Standards arising from Annual Improvements 20092011 Cycle. These Standards make changes to presentation and disclosure requirements, but did not affect the Group's accounting policies or the amounts reported in the financial statements. Page 12 e-pay Asia Limited ABN 99 089 227 887 Notes to the Consolidated Financial Statements for the half-year ended 30 June 2013 Note 1: Summary of Significant Accounting Policies (continued) AASB 119: Employee Benefits (September 2011) and AASB 201110: Amendments to Australian Accounting Standards arising from AASB 119 (September 2011). These Standards did not affect the Group's accounting policies or the amounts reported in the financial statements, mainly because the Group does not have defined benefit plan assets or obligations. (c) Principles of Consolidation The parent entity and its subsidiaries are collectively referred to as the "Group". The parent of this Group is e-pay Asia Limited. Entities (including structured entities) over which the parent (or the Group) directly or indirectly exercises control are called "subsidiaries". The consolidated financial statements incorporate the assets, liabilities and results of all subsidiaries. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. A list of the Group's subsidiaries is provided in Note 4. The assets, liabilities and results of subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between group companies are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group. Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are referred to as "non-controlling interests". The Group recognises any non-controlling interests in subsidiaries on a case-by-case basis either at fair value or at the non-controlling interests' proportionate share of the subsidiary's net assets. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of profit or loss and other comprehensive income. (d) Interests in Joint Arrangements A "joint arrangement" is an arrangement in which the Group shares control jointly with one or more other parties by way of a contractual agreement and unanimous consent is required from all parties to the agreement with respect to decisions about the relevant activities of the arrangement. A joint arrangement that is structured through a separately identifiable entity and provides the Group and the other parties to the arrangement with rights to the net assets of the entity is classified as a "joint venture" (JV) by the Group. The Group's interests in joint ventures are accounted for using the equity method of accounting and classified as "investments accounted for using the equity method" in the Group's statement of financial position. In accordance with the equity method, an investment in a joint venture is initially recognised at cost and adjusted thereafter for any post-acquisition changes in the Group's share of net assets of the joint venture, Page 13 e-pay Asia Limited ABN 99 089 227 887 Notes to the Consolidated Financial Statements for the half-year ended 30 June 2013 Note 1: Summary of Significant Accounting Policies (continued) including operating profits or losses, other comprehensive income and other changes in the joint venture's equity. Distributions received from a joint venture are deducted from the carrying amount of the investment. The Group's share of the profit or loss of a joint venture is presented in the Group's statement of profit or loss as "share of profit of investments accounted for using the equity method". When the Group's share of losses in a joint venture equals the carrying amount of its interest in the joint venture (which includes any long-term interests that, in substance, form part of the Group's net investment in the joint venture), the Group does not recognise any further losses in respect of the joint venture unless it has incurred obligations or made payments on behalf of the joint venture. The accounting policies of joint ventures are changed where necessary to ensure consistency with the accounting policies adopted by the Group. Where a joint arrangement has contractual agreements whereby the parties to the arrangement have direct interests in each asset and direct exposure to each liability of the arrangement, such an arrangement is classified by the Group as a "joint operation" (JO), irrespective of whether the arrangement is structured through a separate vehicle. The Group's interests in the assets, liabilities, revenue and expenses of joint operations are included in the respective line items of the Group's financial statements. The Group recognises gains and losses resulting from sales it makes to a joint operation only to the extent of the other parties' interests in the joint operation. When such sales provide evidence of impairment or reduction in net realisable value, that loss is recognised immediately. When the Group makes purchases from a joint operation, it does not recognise its share of the gains and losses from the joint arrangement until it resells those goods/assets to a third party. However, when such purchases provide evidence of a reduction in the net realisable value of the assets to be purchased or of an impairment loss of those assets, the Group recognises its share of those losses. Note 2: Operating Segments Segment Information Identification of reportable segments The group has identified its operating segments based on the internal reports that are reviewed and used by the board of directors in assessing performance and determining the allocation of resources. The Group is managed primarily on the basis of service offerings since the Group's operations inherently have notably different risk profiles and performance assessment criteria. Operating segments are therefore determined on the same basis. Types of services by segment (i) Prepaid Top-up The top-up business segment is principally engaged in the distributorship of various topup, including mobile phone airtime and bill payments. Page 14 e-pay Asia Limited ABN 99 089 227 887 Notes to the Consolidated Financial Statements for the half-year ended 30 June 2013 Note 2: Operating Segments (continued) (ii) Software Solutions The software solutions business segment is principally involved in the provision of software solutions to customers including software licenses, customisation and installation of software, and the provision of ongoing software maintenance services. (iii) Corporate/ unallocated The corporate segment covers all corporate matters relating to the publicly listed company and activities that are not allocated to operating segments as they are not considered part of the core operations of any segment. Basis of accounting for purposes of reporting by operating segments Accounting policies adopted Unless stated otherwise, all amounts reported to the Board of Directors as the chief decision maker with respect to operating segments are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Group. Segment assets Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of economic value from the asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location. Segment liabilities Liabilities are allocated to segments where there is direct nexus between the incurrence of the liability and the operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Group as a whole and are not allocated. Segment liabilities include trade and other payables and certain direct borrowings. Page 15 e-pay Asia Limited ABN 99 089 227 887 Notes to the Consolidated Financial Statements for the half-year ended 30 June 2013 Note 2: Operating Segments (continued) (i) Segment performance Prepaid Top-up Software Solutions Corporate/ unallocated Total $ $ $ $ Six months ended 30 June 2013 Revenue External sales 5,154,985 88,471 - 5,243,456 Interest revenue 23,774 3 8,563 32,340 Other revenue 382,049 - 186,256 568,305 Total segment revenue 5,560,808 88,474 194,819 5,844,101 Reconciliation of segment results to group profit before tax Amount not included in segment result but reviewed by the Board: - Depreciation and amortisation (239,038) (6,820) - (245,858) - Finance costs (136,867) - - (136,867) - Others (2,931,806) (33,508) (686,431) (3,651,745) Net profit before tax from continuing operations 2,253,097 48,146 (491,612) 1,809,631 Prepaid Top-up Software Solutions Corporate/ unallocated Total $ $ $ $ Six months ended 30 June 2012 Revenue External sales 5,115,065 91,437 - 5,206,502 Interest revenue 57,606 - 50,498 108,104 Other revenue 234,752 - - 234,752 Total segment revenue 5,407,423 91,437 50,498 5,549,358 Reconciliation of segment results to group profit before tax Amount not included in segment result but reviewed by the Board: - Depreciation and amortisation (250,442) (6,807) - (257,249) - Finance costs (81,715) - - (81,715) - Others (3,241,378) (161,731) (525,426) (3,928,535) Net profit before tax from continuing operations 1,833,888 (77,101) (474,928) 1,281,859 Page 16 e-pay Asia Limited ABN 99 089 227 887 Notes to the Consolidated Financial Statements for the half-year ended 30 June 2013 Note 2: Operating Segments (continued) (ii) Segment Assets Prepaid Top-up Software Solutions Corporate/ unallocated Total $ $ $ $ 30 June 2013 Segment assets 28,809,833 389,069 10,818,892 40,017,794 Segment asset increases for the period: - capital expenditure 159,854 - - 159,854 Total group assets 28,969,687 389,069 10,818,892 40,177,648 31 December 2012 Segment assets 24,494,511 598,419 1,183,179 26,276,109 Segment asset increases for the year: - capital expenditure 456,829 958 - 457,787 Total group assets 24,951,340 599,377 1,183,179 26,733,896 (iii) Segment Liabilities Prepaid Top-up Software Solutions Corporate/ unallocated Total $ $ $ $ 30 June 2013 Segment liabilities 15,775,532 45,934 9,095,742 24,917,208 Total group liabilities 15,775,532 45,934 9,095,742 24,917,208 31 December 2012 Segment liabilities 13,569,076 19,208 436,304 14,024,588 Total group liabilities 13,569,076 19,208 436,304 14,024,588 Page 17 e-pay Asia Limited ABN 99 089 227 887 Notes to the Consolidated Financial Statements for the half-year ended 30 June 2013 Note 2: Operating Segments (continued) (iv) Revenue by geographical region Revenue attributable to external customers is disclosed below, based on the location of the external customer: Half-year ended 30 June 2013 Half-year ended 30 June 2012 $ $ Malaysia 5,649,282 5,498,860 Australia 194,819 50,498 Total revenue 5,844,101 5,549,358 (v) Assets by geographical region The location of segment assets is disclosed below by geographical location of the assets: As at 30 June 2013 As at 31 December 2012 $ $ Malaysia 29,358,756 25,550,717 Australia 10,818,892 1,183,179 Total Assets 40,177,648 26,733,896 Note 3: Cash and Cash Equivalents As at 30 June 2013 As at 31 December 2012 $ $ Cash at bank and in hand 3,812,528 3,558,772 Term deposits a) 3,957,204 1,888,395 7,769,732 5,447,167 a) Term deposits have maturity periods ranging between 30 to 365 days (31 December 2012: 3 to 365 days). Included in term deposits are deposits amounting to $1,975,008 (31 December 2012: $922,825) pledged to the Group's bankers as security for credit facilities granted to the Group. Page 18 e-pay Asia Limited ABN 99 089 227 887 Notes to the Consolidated Financial Statements for the half-year ended 30 June 2013 Note 4: Interest in Subsidiaries (a) Information about Principal Subsidiaries Set out below are the Group's subsidiaries at 30 June 2013. The subsidiaries listed below have share capital consisting solely of ordinary shares, which are held directly by the Group and the proportion of ownership interests held equals the voting rights held by the Group. Each Subsidiary's country of incorporation or registration is also its principal place of business. Ownership Interest Held by the Group Name of Subsidiary Country of Incorporation Principal Place of Business At 30 June 2013 At 31 December 2012 e-pay Asia Holdings Limited e-pay Asia Consulting Limited (ii) e-pay (M) Sdn Bhd PT e-pay Indonesia (i) e-pay Thailand Co. Limited (i) Mobiepay Sdn Bhd Mobiepay LLC SkyNetGlobal (South-East Asia) Pte Limited OGL Solutions Sdn Bhd First Remittance Sdn Bhd PT Pembayaran Elektronik Indonesia Sentripay Sdn Bhd (iii) British Virgin Island British Virgin Island Malaysia Indonesia Thailand Malaysia USA Singapore Malaysia Malaysia Indonesia Malaysia Australia Australia Malaysia Indonesia Thailand Malaysia Australia Singapore Malaysia Malaysia Indonesia Malaysia 100.0 - 60.0 68.5 29.7 100.0 100.0 79.0 100.0 100.0 100.0 100.0 100.0 100.0 60.0 68.5 29.7 100.0 100.0 79.0 100.0 100.0 100.0 - (i) These entities are consolidated since they are controlled by e-pay (M) Sdn Bhd. (ii) This entity was deregistered on 16 December 2012. (iii) This entity was incorporated on 17 January 2013. Subsidiaries' financial statements used in the preparation of these consolidated financial statements have also been prepared as at the same reporting date as the Group's financial statements. (b) Summarised Financial Information of Subsidiaries with Material Non-controlling Interests Set out below is the summarised financial information for each subsidiary that has non-controlling interests that are material to the Group: e-pay (M) Sdn Bhd As at 30 June 2013 As at 31 December 2012 $ $ Summarised Financial Position Current assets 24,531,233 20,677,628 Non-current assets 4,438,455 4,273,712 Current liabilities (15,754,083) (13,337,694) Non-current liabilities (200,857) (231,382) NET ASSETS 13,014,748 11,382,264 Non-controlling interests 5,212,126 4,558,561 Page 19 e-pay Asia Limited ABN 99 089 227 887 Notes to the Consolidated Financial Statements for the half-year ended 30 June 2013 Note 4: Interest in Subsidiaries (continued) e-pay (M) Sdn Bhd Half-year ended 30 June 2013 Half-year ended 30 June 2012 $ $ Summarised Financial Performance Revenue 5,606,690 5,434,428 Profit before income tax 1,425,121 1,502,930 Income tax expense (356,450) (384,173) Profit after tax 1,068,671 1,118,757 Other comprehensive income 949 2,943 Total comprehensive income 1,069,620 1,121,700 The information above is the amount before intercompany eliminations. Profit attributable to non-controlling interests 427,468 447,503 Dividends paid to non-controlling interests 311,990 - e-pay (M) Sdn Bhd Half-year ended 30 June 2013 Half-year ended 30 June 2012 $ $ Summarised Cash Flow Information Operating activities: NET CASH FROM OPERATING ACTIVITIES 712,961 3,830,817 Investing activities: Proceeds from disposal of plant and equipment 95,759 33,263 Payments for plant and equipments (159,854) (305,767) NET CASH USED IN INVESTING ACTIVITIES (64,095) (272,504) Financing activities: Dividends paid (779,975) (5,009,600) Proceeds from borrowings 41,346,330 18,629,450 Repayments of borrowings (40,707,530) (16,907,400) Repayments to ultimate holding company (71,336) (38,746) Proceeds from/ (Repayments to) related parties 124,180 (2,674) NET CASH USED IN FINANCING ACTIVITIES (88,331) (3,328,970) Page 20 e-pay Asia Limited ABN 99 089 227 887 Notes to the Consolidated Financial Statements for the half-year ended 30 June 2013 Note 4: Interest in Subsidiaries (continued) e-pay (M) Sdn Bhd As at 30 June 2013 As at 31 December 2012 $ $ CASH AND CASH EQUIVALENTS AT END OF PERIOD 4,898,655 3,846,294 Note 5: Contingent Liabilities (a) During the period, e-pay Asia Limited charged e-pay (M) Sdn Bhd a guarantee fee in connection with corporate guarantee provided in respect of bank borrowings by e-pay (M) Sdn Bhd with total approved limit of $19,704,900 (31 December 2012: $10,223,400). The guarantee fee is charged at 1.5% per annum on the total amount guaranteed at the end of the month. Total fee income charged during the period was $114,440 (2012: $77,364). (b) On 23 August 2012, the Company's 60% owned Malaysian based subsidiary e-pay (M) Sdn Bhd ("EPM") has been served with a Writ of Summons together with the Statement of Claim issued in the Kuala Lumpur High Court by a third Party ("Plaintiff"). The claim is in relation to the alleged breach of terms and conditions relating to a business consultancy agreement ("BCA") between EPM and Plaintiff for the provision of bill payment collection services by EPM to a third party. The Plaintiff seeks specific performance by EPM of the BCA for a 3 year period, a declaration that the BCA is valid together with damages for alleged breach of the BCA (which are not quantified), costs and interest. The directors of the Company are of the view that the claim by the Plaintiff is without merit and will vigorously defend the claim. EPM has sought its solicitors' advice on the necessary course of action to be taken in relation to the aforesaid Writ of Summons and is preparing for the defence. Note 6: Subsequent Events Acquisition of remaining interest in e-pay (M) Sdn Bhd On 3 July 2013, the Company has entered into and simultaneously completed an acquisition under a Share Purchase Agreement with e-pay Limited to acquire the remaining 40% of the issued shares of e-pay (M) Sdn Bhd for a cash consideration of $8,000,000. Page 21 e-pay Asia Limited ABN 99 089 227 887 and Controlled Entities Directors' Declaration In accordance with a resolution of the directors of e-pay Asia Limited, the directors of the company declare that: 1. The financial statements and notes, as set out on pages 5 to 20 are in accordance with the Corporations Act 2001, including: a. complying with Accounting Standard AASB 134: Interim Financial Reporting; and b. giving a true and fair view of the consolidated entity's financial position as at 30 June 2013 and of its performance for the half-year ended on that date. 2. In the directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. Director ..................... Simon Loh Dated this 26 of August 2013 Page 22 Page 23 |
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