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)
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Florida
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000-31203
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98-0171860
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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President Place, 4
th
Floor, Cnr.
Jan Smuts Avenue and Bolton Road
Rosebank, Johannesburg, South
Africa
(Address of principal executive offices) (ZIP Code)
Registrant’s 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 Company’s 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 Company’s 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.
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NET 1 UEPS TECHNOLOGIES, INC.
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Date: October 6, 2016
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By:
Herman G. Kotzé
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Name: Herman G. Kotzé
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Title: Chief Financial Officer
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Exhibit 5.1
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DLA Piper LLP (US)
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1251 Avenue of the Americas
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New York, New York 10020-1104
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T
212.335.4500
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212.335.4501
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W
www.dlapiper.com
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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 Company’s 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.
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Very truly yours,
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/s/ DLA Piper LLP (US)
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DLA PIPER LLP (US)
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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 Company’s 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 Company’s 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 Company’s 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):
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If to the Company:
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Mr. Herman Kotzé
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E-mail: hermank@net1.com
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If to Purchaser:
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Mr. Ivan Hooper
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E-mail:
ihooper@winterbotham.com
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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 Company’s 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 Company’s 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 Company’s 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):
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If to the Company:
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Mr. Herman Kotzé
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E-mail: hermank@net1.com
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If to Purchaser:
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Mr. Peter Gain
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E-mail:
peter@drapergain.com
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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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