Form 604 Corporations Act 2001 Section 671B. Notice of change of interests of substantial holder

Transcription

1 Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder 604 page 1/2 15 July 2001 To Company Name/Scheme e-pay Asia Limited (EPY) ACN/ARSN Details of substantial holder (1) Name ACN/ARSN (if applicable) GHL Systems Berhad (GHL) and each related body corporate named in the list annexed to this notice and marked B (GHL Associates) Not applicable There was a change in the interests of the substantial holder on 21/11/13 The previous notice was given to the company on 4/10/13 The previous notice was dated 4/10/13 2. Previous and present voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows: Previous notice Present notice Class of securities (4) Person s votes Voting power (5) Person s votes Voting power (5) Ordinary shares 11,386, % 35,070, % 3. Changes in relevant interests Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows: Date of change See Annexure A GHL Person whose relevant interest changed Nature of change (6) Consideration given in relation to change (7) Class and number of securities affected Person s votes affected Acquisition of relevant interests in ordinary shares in EPY as a result of acceptances of takeover offers made pursuant to a bidder s See Annexure A See Annexure A See Annexure A statement lodged with ASX on 7 November 2013 (the Offers).

2 4. Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows: GHL Holder of relevant interest Registered holder of securities Various offerees who GHL have accepted an offer Person entitled to be registered as holder (8) Nature of relevant interest (6) Class and number of securities Person s votes Relevant interest under 35,070,604 fully paid Each ordinary share section 608(1) and/or section 608(8) of the Corporations Act 2001 as a result of acceptances being received by GHL in respect of the Offers. The shares which are the subject of the acceptances have not yet been transferred into the name of GHL. ordinary shares confers one vote The power of GHL to vote or dispose of the shares that are the subject of acceptances is qualified as GHL is not presently registered as the holder of the shares. GHL HSBC Custody GHL Nominees (AUST) Limited as nominee for Tobikiri Capital Limited Relevant interests under 11,386,063 fully paid 19.99% section 608(1) and section ordinary shares 608(8) of the Corporations Act 2001 as a result of entering into a pre-bid acceptance agreement on 4 October 2013 between GHL and Tobikiri Capital Limited (through its nominee HSBC Capital (AUST) Limited) in relation to ordinary shares in EPY (a copy of which was annexed to the Form 603 give to EPY dated 4/10/13). These shares are currently the subject of acceptances under the Offers and are included in the figures for relevant interest pursuant to acceptances set out above. The pre-bid agreement will cease to apply when GHL becomes registered as the holder of GHL s shareholding in EPY.

3 604 GUIDE page 1/1 13 March Changes in association The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows: Name and ACN/ARSN (if applicable) Not applicable Nature of association Not applicable 6. Addresses The addresses of persons named in this form are as follows: GHL Name GHL Associates Address Level 18, The Garden North Tower Mid Valley City Lingkaren Syed Putra Kuala Lumpur As per Annexure B Signature print name Kanagaraj Lorenz Capacity Group CEO sign here Date 22/11/13

4 Annexure A This is the annexure of 1 page marked A referred to in the Form 604 signed by me and dated 22/11/13 Signed Date 22/11/13 Kanagaraj Lorenz Details of changes in relevant interests pursuant to acceptance of the Offers EPY shares in respect of which the relevant EPY shareholders have elected to receive the scrip consideration (2.75 GHL shares for each EPY share) Date of change Class and number of securities affected Person s votes affected 21 November ,070,604 ordinary shares Each ordinary share confers one vote EPY shares in respect of which the relevant EPY shareholders have elected to receive the cash consideration ($0.40 for each EPY share) Date of change Class and number of securities affected Person s votes affected N/A Nil Nil

5 Annexure B This is the annexure of 2 pages marked B referred to in the Form 604 signed by me and dated 22/11/13 Signed Date 22/11/13 Kanagaraj Lorenz COMPANY REGISTERED ADDRESS 1. GHL Systems Berhad Level 18, The Gardens North Tower, Mid 2. GHL Transact Sdn Bhd Level 18, The Gardens North Tower, Mid 3. GHL Payments Sdn Bhd Level 18, The Gardens North Tower, Mid 4. GHL EFTPOS Sdn Bhd Level 18, The Gardens North Tower, Mid 5. GHL International Sdn Bhd Level 18, The Gardens North Tower, Mid 6. GHL Global Sdn Bhd Level 18, The Gardens North Tower, Mid 7. GHL Asia Pacific Sdn Bhd Level 6(D), Main Office Tower, Financial Park Labuan Complex, Jalan Merdeka, Labuan F.T. 8. GHL Cardpay Sdn Bhd (Formerly known as Card Pay Sdn Bhd) Level 18, The Gardens North Tower, Mid 9. GHL Loyalty Sdn Bhd Level 18, The Gardens North Tower, Mid 10. GHL Payments Services Sdn Bhd Level 18, The Gardens North Tower, Mid 11. GHL BPO1 Sdn Bhd Level 18, The Gardens North Tower, Mid 12. GHL epayments Sdn Bhd Level 18, The Gardens North Tower, Mid 13. GHL Systems Philippines Inc. 16 th Floor, B.A. Lepanto Condominium, 8747 Paseo De Roxas, Makati City 1226, Philippines

6 14. Pinoytek Solusyon, Inc 16 th Floor, B.A. Lepanto Condominium, 8747 Paseo De Roxas, Makati City 1226, Philippines 15. GHL (Thailand) Co. Ltd , 28 th Floor, Sinn Sathorn Tower, Krungthonburi, Klongtonsai, Klongsan Bangkok Thailand. 16. Concious Object Development Co. Ltd , 28 th Floor, Sinn Sathorn Tower, Krungthonburi, Klongtonsai, Klongsan Bangkok Thailand. 17. GHL epayments Co. Ltd , 28 th Floor, Sinn Sathorn Tower, Krungthonburi, Klongtonsai, Klongsan Bangkok Thailand. 18. PT. Spotpay Indonesia Menara BC, Grand Indonesia, 50 th Floor, JL, MH Thamrin, No.1 Central Jakarta, Indonesia 19. GHL Systems Australia Pty. Ltd. ST Martin Tower, Suite 2501 Level 25, 31 Market Street, Sdyney, NSW, GHL epayments Philippines, Inc 16 th Floor, B.A. Lepanto Condominium, 8747 Paseo De Roxas, Makati City 1226, Philippines