1. INTRODUCTION
The Board of Directors of ManagePay wishes to announce that Managepay Services Sdn Bhd (MPSB), a wholly-owned subsidiary of ManagePay, had on 9 December 2013 acquired 1,000 ordinary shares of RM1.00 each, representing 50.00% of the equity interests in Managepay GTF Sdn Bhd (MPAY GTF) (Company No. 1072839-A) from Chew Chee Seng and Wong Tai Wan, for a total cash consideration of Ringgit Malaysia One Thousand (RM1,000.00) only (Acquisition). Subsequent to the Acquisition, MPAY GTF shall become a subsidiary of MPSB.
The remaining shareholders of MPAY GTF will comprise the following:
(a) Global Tax Free Company Limited will hold 30.00% in MPAY GTF; and
(b) eTRS GTF Systems Sdn Bhd will hold 20.00% in MPAY GTF.
2. INFORMATION ON MPAY GTF
MPAY GTF was incorporated on 5 December 2013 in Malaysia under the Companies Act, 1965.
The authorised share capital of MPAY GTF is RM400,000.00 divided into 400,000 ordinary shares of RM1.00 each in MPAY GTF. The total issued and paid-up share capital is RM2,000.00 divided into 2,000 ordinary shares of RM1.00 each in MPAY GTF.
The intended business activity of MPAY GTF is to become an Approved Refund Agent (ARA) under the Tourist Refund Scheme (TRS). An ARA is an agent appointed by the Government (vide a tender process) who will process and refund goods and services tax claims made by outbound tourists. The main stream of revenue for the ARA is derived through the administrative fees for processing the abovementioned goods and services tax claims refunds.
3. EFFECTS OF THE ACQUISITION
3.1 Share capital
The Acquisition will not have any effect on the issued and paid-up share capital of ManagePay as the purchase consideration for the Acquisition was fully satisfied in cash and does not involve any issuance of new ordinary shares of RM0.10 each in ManagePay (ManagePay Shares or the Shares).
3.2 Substantial shareholders shareholdings
The Acquisition will not have any effect on the substantial shareholders shareholdings of ManagePay as the purchase consideration for the Acquisition was fully satisfied in cash and does not involve any issuance of new ManagePay Shares.
3.3 Net assets per Share and gearing
The Acquisition will not have any material effect on the net assets per Share and gearing of ManagePay for the financial year ending 31 December 2013.
The Acquisition is not expected to have any material effect on the earnings per Share for the financial year ending 31 December 2013.
4. RATIONALE FOR THE ACQUISITION
The rationale for the Acquisition is to combine the resources and technical expertise of ManagePay to secure payments, refund systems, network access integration and gateways to the business activities of tax refunds.
The intended business activity of MPAY GTF is to provide its services as an ARA under the TRS. Should MPAY GTF be successful in its bid to become an ARA under the TRS (subject to a tender process), it is expected that it will provide another source of revenue to ManagePay in the future financial years.
The shareholdings composition in MPAY GTF is in line with the New Economic Policy in relation to the Bumiputra participation.
5. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM
Chew Chee Seng, a director and major shareholder of ManagePay, is also a director and shareholder of MPAY GTF.
Save as disclosed above, none of the Directors and/or major shareholders of ManagePay and/or persons connected with them have any interests, direct or indirect, in the Acquisition.
Prior to the Acquisition, Chew Chee Seng holds 510 ordinary shares of RM1.00 in MPAY GTF.
6. STATEMENT BY BOARD OF DIRECTORS
The Board of Directors of ManagePay, save for Chew Chee Seng, having considered all aspects of the Acquisition, are of the opinion that the Acquisition is in best interests of ManagePay.
7. APPROVALS REQUIRED
The Acquisition is not subject to the approval of shareholders and any other relevant authorities and is not conditional upon any other corporate exercise undertaken by ManagePay.
This announcement is dated 9 December 2013. |