NET 1 UEPS TECHNOLOGIES, INC. (NASDAQ:UEPS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On June 23, 2017 Net1 UEPS Technologies Inc., through its wholly owned South African subsidiary, Net1 Applied Technologies South Africa Proprietary Limited ("Net1 SA"), entered into a transaction in terms of which Net1 SA will, subject to the fulfilment of certain suspensive conditions, subscribe for A ordinary shares in DNI-4PL Contracts Proprietary Limited ("DNI") which shares will confer on Net1 SA a 45% voting and economic interest in DNI, for a subscription price of ZAR944,999,997 in cash ("Transaction"). Net1 SA expects to finance the Transaction with its existing cash reserves.
In terms of the Transaction, Net1 SA is obliged to pay to DNI an additional amount not exceeding ZAR360,000,000 in cash, subject to DNI achieving certain performance targets.
The Transaction is subject to suspensive conditions which are typical for a transaction of this nature. The Transaction is conditional upon the "Cell C Transaction" becoming unconditional in accordance with its terms. The Cell C Transaction is the transaction in terms of which Net1 SA will, subject to the fulfilment of certain suspensive conditions, subscribe for 15% of the shares in Cell C Proprietary Limited, for a subscription price of ZAR2,000,000,000 in cash.
The Transaction will be given effect to to the following transaction agreements, which were all signed on June 23, 2017 –
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a Framework Agreement, in terms of which the Transaction is implemented;
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a Subscription Agreement and an Additional Subscription Agreement, in terms of which Net1 SA subscribed for its 45% interest; and
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a Shareholders Agreement, which governs the relationship between the shareholders of DNI (inter se, and between DNI and its shareholders).
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.