UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2016
NET 1 UEPS TECHNOLOGIES,
INC.
(Exact name of registrant as specified in its
charter)
Florida | 000-31203 | 98-0171860 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
President Place, 4
th
Floor, Cnr.
Jan Smuts Avenue and Bolton Road
Rosebank, Johannesburg, South
Africa
(Address of principal executive offices) (ZIP Code)
Registrants telephone number, including area code: 011-27-11-343-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Equity Issuances by the Company
On October 6, 2016, Net 1 UEPS Technologies, Inc. (the Company) entered into Stock Purchase Agreements (collectively, the Purchase Agreements) with N2 Partners Ltd (the N2 Investor) and Draper Gain Investments Ltd (the DG Investor and together with the N2 Investor, the Investors). Under the Purchase Agreements, each of the Investors will purchase 2,500,000 shares of the Companys common stock, par value $0.001 per share, at a price of $9.00 per share, for gross proceeds to the Company of $45.0 million. Closing of the transactions is scheduled to occur on or about November 9, 2016. The sale of the shares will be registered under the Securities Act of 1933, as amended, pursuant to the Companys shelf registration statement on Form S-3. Each of the Investors will be contractually restricted from selling or otherwise disposing of the purchased shares for a period of six months after the date of issuance.
The foregoing description of the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the full text thereof, copies of which are attached hereto as Exhibits 10.34 and 10.35 and are incorporated herein by reference.
A copy of the opinion of DLA Piper LLP (US), relating to the legality of the issuance of the shares of common stock is attached hereto as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NET 1 UEPS TECHNOLOGIES, INC. | |
Date: October 6, 2016 | By: Herman G. Kotzé |
Name: Herman G. Kotzé | |
Title: Chief Financial Officer |
Exhibit 5.1
|
DLA Piper LLP (US) |
1251 Avenue of the Americas | |
New York, New York 10020-1104 | |
T 212.335.4500 | |
F 212.335.4501 | |
W www.dlapiper.com |
October 6, 2016
Net 1 UEPS Technologies, Inc.
President Place,
4
th
Floor
Cnr. Jan Smuts Avenue and Bolton Road
Rosebank,
Johannesburg, South Africa
Re: Net 1 UEPS Technologies, Inc.-- Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Net 1 UEPS Technologies Inc., a Florida corporation (the Company), in connection with the preparation and filing of a registration statement on Form S-3 (File No. 333-208065) (as amended, the Registration Statement) by the Company with the Securities and Exchange Commission (the Commission) on November 17, 2015, to which this opinion has been filed as an exhibit. The Registration Statement relates to the issuance, offer and sale from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act), up to a total amount of $500,000,000 of any combination of securities of the types specified therein. The Registration Statement was declared effective by the Commission on December 8, 2015. Reference is made to our opinion letter dated December 1, 2015 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the Prospectus Supplement) filed on October 6, 2016 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of 5,000,000 shares of the Companys common stock, par value $0.001 per share (the Shares) covered by the Registration Statement. We understand that the Shares are being offered and sold in the manner described in the Prospectus Supplement. The base prospectus contained in the Registration Statement on the date on which it was declared effective by the Commission is hereinafter referred to as the Base Prospectus.
In providing this opinion, we have relied as to certain matters of fact on information obtained from public officials and officers of the Company. In rendering the opinions set forth below, we have further assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; (iv) each natural person signing any document reviewed by us had the legal capacity to do so; and (v) the definitive stock purchase agreements with respect to any Shares offered have been duly authorized and validly executed and delivered by the parties thereto (other than the Company).
We have examined the Registration Statement, including the exhibits thereto, and such other documents, corporate records, and instruments and have examined such laws and regulations as we have deemed necessary for purposes of rendering the opinions set forth herein. Based upon such examination and subject to the further assumptions, qualifications and limitations contained herein, we are of the opinion that the Shares have been duly authorized and, when issued and delivered against payment in accordance with the terms approved by the Board of Directors of the Company (or a duly authorized committee of the Board of Directors), will be validly issued, fully paid and nonassessable.
The foregoing opinion is qualified to the extent that the enforceability of any document, instrument or the Shares may be limited by or subject to bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors rights generally, and general equitable or public policy principles.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and the reference to DLA Piper LLP (US) under the caption Legal Matters in the Base Prospectus and the Prospectus Supplement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares or the Registration Statement.
Very truly yours, | |
/s/ DLA Piper LLP (US) | |
DLA PIPER LLP (US) |
Exhibit 10.34
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement, dated as of October 6, 2016 (this Agreement ), by and between Net 1 UEPS Technologies, Inc., a Florida corporation (the Company ) and N2 Partners Ltd., a Bahamian corporation ( Purchaser ).
WHEREAS, upon the terms and conditions set forth in this Agreement, the Company agrees to sell and Purchaser agrees to purchase two million five hundred thousand (2,500,000) shares of the Companys common stock, par value $.001 per share (the Shares ), at a price per share of US$9.00, for an aggregate purchase price of US$22,500,000 (the Purchase Price ).
NOW, THEEFORE, in consideration of the covenants and agreements set forth herein, the Company and Purchaser hereby agree as follows:
1. Agreement to Purchase and Sell . Subject to the conditions set forth in this Agreement, Purchaser agrees to purchase the Shares from the Company and the Company agrees to sell to the Shares to Purchaser at a price equal to the Purchase Price. The Company agrees that, prior to Closing (as defined below), it will not (a) declare or pay any dividends or other distributions on its capital stock or (b) split, combine or reclassify its capital stock.
2. The Closing . The closing of the purchase and sale of the Shares (the " Closing ") shall take place at the offices of DLA Piper LLP (US), at 10:00 a.m. on the later of November 9, 2016 or the 31 st day after the Company provides the notice required to be provided pursuant to Section 3.06 of the Policy Agreement dated April 11, 2016 by and among the Company, the International Finance Corporation, IFC African, Latin American and Caribbean Fund, LP, IFC Financial Institutions Growth Fund, LP and Africa Capitalization Fund, Ltd., or at such other time and place as the Company and Purchaser may mutually agree (the Closing Date ). On the Closing Date, Purchaser shall pay the Purchase Price for the Shares by wire transfer of immediately available funds to one or more bank accounts designated by the Company and the Company shall cause the Shares to be issued in the name of Purchaser through direct registration on the books of the Companys transfer agent.
3. Securities Act; Restrictions on Transfer and Share Legend. The sale of the Shares will be registered under the Securities Act of 1933, as amended (the Securities Act ) pursuant to the Companys currently effective shelf registration statement. Notwithstanding such registration, Purchaser agrees that for a period of six months after the Closing Date, it shall not sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, directly or indirectly, any of the Shares. For the avoidance of doubt, a sale, transfer or other disposition of Shares includes, without limitation, the sale of any option or contract to purchase the Shares or entry into any agreement or arrangement that transfers any economic interest in the ownership of the Shares. The Shares will bear an appropriate legend referring to this transfer restriction.
4. Representations and Warranties of the Company . The Company represents and warrants that: (i) it is a validly existing corporation in good standing under the laws of the state of Florida; (ii) this Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity); and (iii) the Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable.
5. Representations and Warranties of Purchaser . Purchaser represents and warrants that: (i) it is a validly existing corporation in good standing under the laws of the Bahamas; (ii) this Agreement has been duly authorized, executed and delivered by Purchaser and constitutes the legal and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity); and (iii) Purchaser is purchasing the Shares for its account and not for the account of any other person.
6. Entire Agreement; Amendments and Waivers . This Agreement contains the sole and entire agreement, and supersedes all prior discussions and understandings, between the parties with respect to the subject matter hereof. This Agreement may be amended or any provision of this Agreement waived only if such amendment or waiver is made or given in writing by both parties..
7. Further Assurances. Each of the parties shall execute such documents and perform such further act as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.
8. Public Announcements. The parties agree that any public announcement concerning this Agreement and the transactions contemplated hereby shall be approved in advance by each of them; provided that in the absence of any such agreement, the Company may make any announcement required by applicable law or stock exchange rules.
9. Assignability . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by party without the prior written consent of the other party.
10. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
11. Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.
12. Notices . All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if sent by email to the following addresses (or such other address as either party shall have specified by notice in writing to the other):
If to the Company: | Mr. Herman Kotzé |
E-mail: hermank@net1.com | |
If to Purchaser: | Mr. Ivan Hooper |
E-mail: ihooper@winterbotham.com |
13. Binding Effect . The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
14. Severability . If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first written above.
NET 1 UEPS TECHNOLOGIES, INC.
By:/s/ Herman G. Kotzé
Herman G. Kotzé
Chief Financial
Officer
N2 PARTNERS LTD.
By: /s/ WND Limited
WND Limited
Director
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Exhibit 10.35
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement, dated as of October 6, 2016 (this Agreement ), by and between Net 1 UEPS Technologies, Inc., a Florida corporation (the Company ) and Draper Gain Investments Ltd., a company organized under the laws of England and Wales ( Purchaser ).
WHEREAS, upon the terms and conditions set forth in this Agreement, the Company agrees to sell and Purchaser agrees to purchase two million five hundred thousand (2,500,000) shares of the Companys common stock, par value $.001 per share (the Shares ), at a price per share of US$9.00, for an aggregate purchase price of US$22,500,000 (the Purchase Price ).
NOW, THEEFORE, in consideration of the covenants and agreements set forth herein, the Company and Purchaser hereby agree as follows:
1. Agreement to Purchase and Sell . Subject to the conditions set forth in this Agreement, Purchaser agrees to purchase the Shares from the Company and the Company agrees to sell to the Shares to Purchaser at a price equal to the Purchase Price. The Company agrees that, prior to Closing (as defined below), it will not (a) declare or pay any dividends or other distributions on its capital stock or (b) split, combine or reclassify its capital stock.
2. The Closing . The closing of the purchase and sale of the Shares (the " Closing ") shall take place at the offices of DLA Piper LLP (US), at 10:00 a.m. on the later of November 9, 2016 or the 31 st day after the Company provides the notice required to be provided pursuant to Section 3.06 of the Policy Agreement dated April 11, 2016 by and among the Company, the International Finance Corporation, IFC African, Latin American and Caribbean Fund, LP, IFC Financial Institutions Growth Fund, LP and Africa Capitalization Fund, Ltd., or at such other time and place as the Company and Purchaser may mutually agree (the Closing Date ). On the Closing Date, Purchaser shall pay the Purchase Price for the Shares by wire transfer of immediately available funds to one or more bank accounts designated by the Company and the Company shall cause the Shares to be issued in the name of Purchaser through direct registration on the books of the Companys transfer agent.
3. Securities Act; Restrictions on Transfer and Share Legend. The sale of the Shares will be registered under the Securities Act of 1933, as amended (the Securities Act ) pursuant to the Companys currently effective shelf registration statement. Notwithstanding such registration, Purchaser agrees that for a period of six months after the Closing Date, it shall not sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of, directly or indirectly, any of the Shares. For the avoidance of doubt, a sale, transfer or other disposition of Shares includes, without limitation, the sale of any option or contract to purchase the Shares or entry into any agreement or arrangement that transfers any economic interest in the ownership of the Shares. The Shares will bear an appropriate legend referring to this transfer restriction.
4. Representations and Warranties of the Company . The Company represents and warrants that: (i) it is a validly existing corporation in good standing under the laws of the state of Florida; (ii) this Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity); and (iii) the Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable.
5. Representations and Warranties of Purchaser . Purchaser represents and warrants that: (i) it is a validly existing company in good standing under the laws of the England and Wales; (ii) this Agreement has been duly authorized, executed and delivered by Purchaser and constitutes the legal and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity); and (iii) Purchaser is purchasing the Shares for its account and not for the account of any other person.
6. Entire Agreement; Amendments and Waivers . This Agreement contains the sole and entire agreement, and supersedes all prior discussions and understandings, between the parties with respect to the subject matter hereof. This Agreement may be amended or any provision of this Agreement waived only if such amendment or waiver is made or given in writing by both parties..
7. Further Assurances. Each of the parties shall execute such documents and perform such further act as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.
8. Public Announcements. The parties agree that any public announcement concerning this Agreement and the transactions contemplated hereby shall be approved in advance by each of them; provided that in the absence of any such agreement, the Company may make any announcement required by applicable law or stock exchange rules.
9. Assignability . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by party without the prior written consent of the other party. Notwithstanding the foregoing, Purchaser may designate either (a) an entity wholly-owned, directly or indirectly, by Peter Gain and/or one or more of his immediate family members or (b) a trust established for the sole benefit of Peter Gain and/or one or more of his immediate family members and of which Peter Gain is a trustee, to purchase the Shares in lieu of Purchaser so long as such entity executes a separate writing in a form reasonably satisfactory to the Company pursuant to which it agrees to be bound by the provisions of this Agreement.
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10. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
11. Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.
12. Notices . All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if sent by email to the following addresses (or such other address as either party shall have specified by notice in writing to the other):
If to the Company: | Mr. Herman Kotzé |
E-mail: hermank@net1.com | |
If to Purchaser: | Mr. Peter Gain |
E-mail: peter@drapergain.com |
13. Binding Effect . The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
14. Severability . If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first written above.
NET 1 UEPS TECHNOLOGIES, INC.
By: /s/ Herman G. Kotzé
Herman G. Kotzé
Chief Financial
Officer
DRAPER GAIN INVESTMENTS LTD.
By:/s/ Peter Gain
Peter
Gain
Chairman
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