E-Pay Asia Ltd. : Notice of Compulsory Acquisition received

18 February 2014

ASX Limited

Exchange Centre

20 Bridge Street

Sydney NSW 2000

Takeover bid by GHL for e-pay Asia Limited - Compulsory Acquisition

Attached is a notice received from GHL Systems Berhad under Section 661B(1)(d) of the Corporations Act 2001 (Cth) - a copy of ASIC Form 6021 - Notice of Compulsory Acquisition following takeover Bid.

Full details are contained in the attachment. Yours sincerely

Robert Lees Company Secretary Phone: [phone]

e-pay Asia Limited - ABN 99 089 227 887

Suite 2502, Level 25, St Martins Tower, 31, Market Street, Sydney NSW 2000 Australia

Telephone: [phone] Facsimile: [phone] Website: www.epay-asia.com

GHL Systems Bhd

293040-D

18 February 2014

ASX RELEASE

GHL Systems Berhad (GHL)

Takeover bid by GHL for e-pay Asia Limited ABN 99 089 227 887 (EPY) - compulsory acquisition

We refer to GHL's off-market takeover bid for all of the shares in EPY.

In accordance with section 661B(1)(d) of the Corporations Act 2001 (Cth), we attach a copy of ASIC Form 6021 (Notice of compulsory acquisition following takeover bid) (Notice) and an accompanying letter, Election Form and Direction and Indemnity Form to be sent to remaining EPY Shareholders.

The Notice was today lodged with the Australian Securities and Investments Commission.

Head Office 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 [phone] Fax [phone] www.ghl.com Tel [phone] Fax [phone]

Australian Securities & Investments Commission Form 6021

Corporations Act 2001

661B(1)(a)

Notice of compulsory acquisition following takeover bid

Notice To each holder of:

Description of class of securities to which the bid relates
ORDINARY SHARES
('Bid Class Securities')

In

Name of target company or body Name ('the Company')

E-PAY ASIA LIMITED (EPY) ACN/ARBN/ARSN

ABN 99 089 227 887

Tick applicable box(es) and each holder of securities that will or may be converted into, or confer rights to be issued, in the next 6 weeks, securities to which the bid related.
and each holder of non-transferable securities issued under an employee incentive scheme referred to in paragraph 2.

1. Under a takeover bid offers were made by

Name of bidder GHL SYSTEMS BERHAD (GHL)

in respect of the acquisition of Bid Class Securities in the company. The offers
Tick one box closed

are scheduled to close

Date offers closed or are scheduled to close On
Date
2 1 / 0 2 / 1 4
[D D] [M M] [Y Y]
Tick applicable box(es).
(see subsection 661A(4) and (4A))

2. You are, as at the date of this notice, the holder of one or more of the following

securities in respect of which the takeover offer was made, but have not accepted the offer. (If you have accepted the offer but have received this notice you do not need to do anything in response to this notice- the bidder will acquire your securities under the offer.)
securities to which the bid related issued after the end of the offer period and before the date of this notice
Description of securities
securities that will or may be converted into, or confer rights to be issued, in the next 6 weeks, securities to which the bid related
securities issued under an employee incentive scheme to which restrictions on transfer apply under the company's constitution or the terms of issue, being
the following securities in the bid class in which the bidder has a relevant interest
Description of securities

3. The bidder gives you notice under subsection 661B(1) of the Corporations Act 2001 ('the Act') that the bidder has become entitled pursuant to subsection

Tick one box 661A(1)
661A(3)
of the Act to compulsorily acquire your securities and desires to acquire those securities.

ASIC Form 6021 21 June 2013 Page 1 of 2

Continued… Notice

	4.	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this
		notice is lodged with ASIC, to ask the bidder for a written statement of the names and addresses of everyone else the bidder has given this notice to.
Date of lodgement		This notice was lodged with ASIC on
		Date

1 8 / 0 2 / 1 4
[D D] [M M] [Y Y]
Insert paragraph 4A only where alternative forms of consideration were offered under the bid.

4A. You are entitled, within one month after being given this notice (see paragraph 8), or within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, by notice in writing to the bidder, to elect which of the following forms of consideration will apply to the acquisition of your securities:

Details of alternative terms A$0.40 CASH FOR EACH OF YOUR SHARES IN EPY (THE CASH CONSIDERATION) OR
2.75 ORDINARY SHARES IN GHL FOR EACH OF YOUR SHARES IN EPY (THE SCRIP CONSIDERATION)
If you do not elect which of the alternative forms of consideration will apply to the acquisition of your securities, the form of consideration that will apply will be:
Set out the terms that will apply A$0.40 CASH FOR EACH OF YOUR SHARES IN EPY (THE CASH CONSIDERATION)

5.

6.

Tick one box

7.

8.

Signature

/

ASIC Form 6021 21 June 2013 Page 2 of 2