E-PAY ASIA LTD. 
By 23 January 2014
ASX Limited
Exchange Centre
20 Bridge Street
Sydney NSW 2000
First Supplementary Target's StatementAttached is the First Supplementary Target's Statement of E-Pay Asia Limited (EPY) in relation to the off-market takeover bid by GHL Systems Berhad (GHL) for all the ordinary shares in EPY (Offer).
The First Supplementary Target's Statement incorporates various matters relating to EPY, including an update of the GHL Offer, and confirms the continued unanimous recommendation of the EPY Independent Directors to accept the GHL Offer in the absence of a superior proposal.
Yours sincerely
Robert Lees Company Secretary Phone: +61 2 9299 9580e-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
E-PAY ASIA LIMITED ACN 089 227 887 First Supplementary Target's Statement in relation to the Offer by GHL Systems Berhad to acquire all your EPY Shares for $0.40 cash or 2.75 GHL Shares for every EPY Share you own. 1. First Supplementary Target's Statement
This document is a supplementary target's statement under section 644 of the Corporations Act (First Supplementary Target's Statement). It is the first supplementary target's statement to the target's statement of E-Pay Asia Limited (EPY) dated 21 November 2013 (Target's Statement) in relation to the off-market takeover bid by GHL Systems Berhad (GHL) for all of the ordinary shares in EPY.
This document supplements, and should be read together with, the Target's Statement. Unless the context requires otherwise, terms defined in the Target's Statement have the same meaning where used in this document. You should read this document in its entirety.
This document is dated 23 January 2014 and a copy of this document was lodged with ASIC and given to ASX on that date. Neither ASIC, nor ASX, nor any of their respective officers take any responsibility for the contents of this document.
Taking into account all the reasons outlined in the Target's Statement and this First Supplementary Target's Statement, your Independent Directors continue to unanimously recommend that you accept the Offer from GHL in the absence of a superior proposal.
For details about how to accept the Offer from GHL, please refer to GHL's Bidder's Statement and the
Target's Statement.
3.1 First Supplementary Bidder's Statement
On 21 January 2014 GHL issued its First Supplementary Bidder's Statement which included the following additions to the original Bidder's Statement dated 7 November 2013 amongst other changes, details of which are shown in mark up in the First Supplementary Bidder's Statement which is being sent to EPY Shareholders:
(a) a new industry overview;
(b) further information on GHL and its business model;
(c) the audited financial statements for GHL for the years ended 31 December 2010 and 31
December 2011; and
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(d) the reviewed financial statements of GHL for the six month financial period ended 30 June
2013 replaced unaudited statements for the same period.
The First Supplementary Bidder's Statement also states that those EPY Shareholders who have accepted the Offer on or before the date of despatch of the First Supplementary Bidder's Statement (namely 28 January 2014) may withdraw their acceptances by giving notice to GHL during the period beginning 28 January 2014 and ending on 11 February 2014. Please refer to section 13 in the First Supplementary Bidder's Statement for further information regarding EPY Shareholders' withdrawal rights.
The Independent Directors note that Tobikiri Capital Limited, the major shareholder in EPY, which has accepted the Offer with respect to its entire EPY shareholding (representing 61.60% of EPY Shares), has advised GHL that it will not exercise its withdrawal rights.
3.2 Extension of Offer Period
GHL has given notice that the Offer Period has been extended and is now scheduled to close at
7.00pm (Melbourne time) on 21 February 2014. The date for giving notice to EPY Shareholders of the status of the Conditions is now 13 February 2014.
3.3 GHL's share price
The GHL share price substantially increased after the Offer was announced. The Independent Directors consider the increase in GHL's share price indicates a market re-rating of GHL as a consequence of the Offer.
As at 22 January 2014, the last trading day before the date of this First Supplementary Target's Statement, GHL's share price continued to trade at an increased price, being RM0.745. Using this share price and based on an exchange rate of RM3 to A$1, the implied value of the Scrip Consideration is $0.68. As a result, the Scrip Consideration still provides a substantially greater outcome than the $0.40 Cash Consideration. The GHL share price has traded on a stable basis since the Target's Statement was issued on 21 November 2013.
4. Compulsory acquisition
GHL has stated in its Bidder's Statement that it intends to compulsorily acquire remaining EPY Shares subject to the conditions of the Offer being satisfied or waived. As at 23 January 2014, GHL has advised that it has an interest of over 93% in EPY Shares as a result of acceptances received under the Offer. In the absence of sufficient shareholders exercising their withdrawal rights reducing this to below 90%, GHL has stated that it will proceed to compulsory acquisition subject to the conditions of the Offer being satisfied or waived.
EPY Shareholders who receive a compulsory acquisition notice will be able to elect to receive the Cash Consideration or the Scrip Consideration. If such shareholders do not elect the form of Consideration they wish to receive, they will receive the Cash Consideration for their EPY Shares.
The Independent Directors note that no alternative offer has been received and that doing nothing is a suboptimal outcome for EPY Shareholders who have not already accepted the Offer. Almost all EPY Shareholders who have accepted the Offer have elected to receive the Scrip Consideration with less than 1% electing to receive the Cash Consideration. If you wish to accept the Offer but do not wish to elect to receive the Scrip Consideration, then you should consider selling your EPY Shares on ASX.
5. Additional Information
The Directors of EPY draw your attention to the EPY announcement made on 17 December 2013 regarding the Statement of Claim issued in the Kuala Lumpur High Court by Allan David Martinez trading as Martech Consultants against the company's Malaysian based subsidiary e-pay (M) Sdn Bhd
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(EPM). The claimant has been successful in its claim of specific performance by EPM of the business consultancy agreement (BCA) for a three year period ending December 2015 together with a declaration that the BCA is valid together with damages for alleged breach of the BCA (which are not quantified) plus costs of RM15,000 (A$5,000).
EPM has decided to appeal the case to the Court of Appeal.
GHL has clarified with EPY that this development does not effect the Offer.
This First Supplementary Target's Statement has been approved by a resolution passed by the EPY Directors.
Signed for and on behalf of E-Pay Asia Limited by:
CY Chin
Chairman of the Independent Board Committee e-pay Asia Limited
23 January 2014
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