GHL System Berhad Annual Report 2018

a n n u a l r e p o r t 2 0 1 8 143 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 33. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR Acquisitions of equity interests in Paysys (M) Sdn. Bhd. On 26 June 2018, S Capital Sdn. Bhd. completed the acquisition of PMSB (Note 15). Proposed Acquisitions of equity interests in Speed Pay Plc (a) On 29 November 2018, the Board of Director of the Company (“Board”) wishes to announced that GHL Asia Pacific Ltd (“GAPL” or the “Purchaser”), a wholly owned subsidiary of the Company had entered into the following agreements for the proposed acquisition of 51.0% of the equity interest in Speed Pay Plc (“Speed Pay”), a company incorporated in Cambodia for a total consideration of USD2,040,000 (equivalent to approximately RM8.55 million) (“Consideration”): (i) a conditional share purchase and subscription agreement (“SPSA”) between GAPL, Lim Sambat, Da Sopheak and Speed Pay for the following: i. share subscription of 664,124 new ordinary shares in Speed Pay representing approximately 18.13% of the enlarged share capital of Speed Pay for a total cash consideration of USD448,284 (equivalent to approximately RM1.88 million) (“Subscription Price”) (“Proposed Share Subscription”); and ii. an acquisition of 1,204,578 ordinary shares in Speed Pay representing approximately 32.87% of the enlarged share capital of Speed Pay for a total cash consideration of USD1,591,716 (equivalent to approximately RM6.67 million) (“Shares Purchase Price”) (“Proposed Share Purchase”) from Lim Sambat and Da Sopheak (collectively, the “Seller”), being shareholders of Speed Pay. (ii) a shareholders’ agreement (“Shareholders Agreement”) between GAPL, the Seller and Speed Pay regulating the management of the Company and their relationship with each other as shareholders of Speed Pay. (b) Upon completion of the Proposed Share Subscription, Proposed Share Purchase and proposed acquisition, the Group will directly own 51.0% of the equity interest in Speed Pay. (c) As at 31 December 2018, the condition precedents of SPSA, SPA, Shareholders Agreement and Speed Pay SSA have yet to be fulfilled.