E-PAY ASIA LTD. 
By
21 November 2013
e-pay Asia Limited (EPY) today has released its Target's Statement in response to the off-market takeover offer by GHL Systems Berhad (GHL) to acquire all the shares in EPY (Offer). GHL is offering cash consideration of $0.40 per EPY Share. As an alternative, EPY shareholders have the choice to elect to receive 2.75 GHL shares per EPY Share.
The Target's Statement accompanies this announcement together with the Independent Expert's Report. The Independent Expert has concluded that the Offer is fair and reasonable to non-associated
shareholders in the absence of a superior proposal.
The EPY independent board committee has given careful consideration to the Offer and the opinion of the Independent Expert and recommends that EPY shareholders ACCEPT the Offer in the absence of a superior proposal.
The key reasons for this recommendation are as follows:
•The Offer represents a fair and reasonable price for EPY Shares.
•The Offer provides EPY shareholders with flexibility to choose scrip or cash. Alternatively, EPY shareholders may sell their shares on market.
•The Offer is supported by the major EPY shareholder and by the EPY Directors.
•No superior proposal has emerged or is likely.
•There are good liquidity reasons to accept the Offer.
The Target's Statement has been served on GHL and lodged with the Australian Securities and
Investments Commission today, and will be printed and dispatched to EPY shareholders. Baker & McKenzie has acted as legal adviser to EPY 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 0411 494 406 or by email: robert@coysec.com.au
CY Chin
Chairman, Independent Board Committee
e-pay Asia Limited - ABN 99 089 227 887
Level 25, St Martins Tower, 31 Market Street, Sydney NSW 2000
Telephone: +61 2 9267 4633 Fax: +61 2 9267 4388
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