E-Pay Asia Enters Sale Agreement

April 13th, 2010

E-Pay Asia Limited (EPY) is pleased to announce that it has entered into Heads of Agreement with Centurion Portfolio Sdn. Bhd for the sale of its operating subsidiaries that hold the Companies telecom businesses. The consideration offered by the Purchaser is net $7,000,000 (after repayment of net inter-company loans of $700,000), to be paid in cash at completion of the transaction. The terms of the offer also provide for the Company returning 15 cents per share in capital to its shareholders upon completion of the sale. Centurion Portfolio Sdn. Bhd is a company controlled by and related to Mr Simon Loh, Chief Executive Officer and Managing Director of the Company.

The Heads of Agreement is non-binding for a period of 2 weeks following execution, during which time the independent directors of the Company have an opportunity to consider the merits of the proposed sale.  If the independent directors agree to the proposed sale the Company will into a binding agreement for sale of the Company’s subsidiaries to the Purchaser, subject to the parties can agreeing on the detailed terms of share purchase agreement.  If the directors elect not to proceed with the sale or they cannot agree the detailed terms of the sale agreement by the end of the 2 week evaluation period, the Company may withdraw from the transaction.

The Directors and the Purchaser must agree the detailed terms with the Purchaser within 2 weeks of execution of the non-binding Heads of Agreement.

www.epay-asia.com

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