NET 1 UEPS TECHNOLOGIES, INC. (NASDAQ:UEPS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Investment in Cell C Proprietary
Limited
On June 19, 2017, Net 1 UEPS Technologies, Inc. (the Company),
through one of its subsidiaries, Net1 Applied Technologies South
Africa Proprietary Limited (Net1 SA), entered into an Equity
Implementation Agreement (the Equity Implementation Agreement)
with Cell C Proprietary Limited (Cell C), a leading mobile
provider in South Africa, 3C Telecommunications Proprietary
Limited, Cell Cs sole shareholder (3C), and certain other Cell C
stakeholders (the Other Parties). to the Equity Implementation
Agreement, the parties thereto agreed to an implementation
framework for a number of transactions related to equity
investments by Net1 SA and the Other Parties in Cell C in
connection with a restructuring of Cell Cs equity and debt. The
Equity Implementation Agreement provides for certain key
commercial and legal principles, terms and conditions which will
be applicable to the envisaged transactions.
On June 19, 2017, in connection with the Equity Implementation
Agreement, Net1 SA entered into a Subscription Agreement (the
Subscription Agreement) with Cell C. to the Cell C Subscription
Agreement, Net1 SA will purchase, subject to the satisfaction of
closing conditions, approximately 75,000,000 class A shares for
an aggregate purchase price of ZAR2.0 billion ($155.3 million) in
cash. The Company expects to fund the transaction through a
combination of cash resources and a debt facility from South
African banks.
On June 19, 2017, in connection with its investment in Cell C,
Net1 SA entered into the Cell C Shareholders Agreements (the
Shareholders Agreement) with the Other Parties and Cell C to set
the basis on which the parties thereto will participate as
shareholders of Cell C.
On June 19, 2017, the USD/ZAR exchange rate was $1.00/ZAR12.88.
The foregoing description of the Agreements are qualified in
their entirety by reference to the text of such agreements, which
are filed as Exhibits 10.67 – 10.69 to this Current Report on
Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | |
| No. |
Description |
|
|
|
| 10.67 |
Equity Implementation Agreement, dated as of June 19, 2017, |
|
|
|
| 10.68 |
Subscription Agreement, dated as of June 19, 2017, by and |
| 10.69 |
Cell C Shareholders Agreement, dated as of June 19, 2017, |
NET 1 UEPS TECHNOLOGIES INC ExhibitEX-10.67 2 exhibit10-67.htm EXHIBIT 10.67 Net1 UEPS Technologies,…To view the full exhibit click here About NET 1 UEPS TECHNOLOGIES, INC. (NASDAQ:UEPS)
Net 1 UEPS Technologies, Inc. is a provider of payment solutions, transaction processing services and financial technology across multiple industries. The Company develops and markets a transaction processing solution that encompasses its smart card-based alternative payment system for the unbanked and under-banked populations of developing economies and for mobile transaction channels. The Company operates through three segments: South African transaction processing, International transaction processing, and Financial inclusion and applied technologies. The Company also provides secure transaction technology solutions and services, by offering transaction processing, financial and clinical risk management solutions to various industries. It offers secure online transaction processing, cryptography, mobile telephony, integrated circuit card (chip/smart card) technologies, and the design and provision of financial and value-added services to its cardholder base.
