Current Report Filing (8-k)
October 25 2016 - 9:33AM
Edgar (US Regulatory)
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 25,
2016 (October 20, 2016)
NET 1 UEPS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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)
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.
As previously disclosed, on October 4, 2016, Net 1 UEPS
Technologies, Inc. (Net1), through one of its subsidiaries, Net1 Applied
Technologies South Africa Proprietary Limited (Net1 SA), entered into a Share
Subscription Agreement (the Blue Label Subscription Agreement) with Blue Label
Telecoms Limited (Blue Label), a JSE-listed company which is a leading
provider of prepaid electricity and airtime in South Africa. Pursuant to the
Blue Label Subscription Agreement, Net1 SA will subscribe for approximately
117.9 million ordinary shares of Blue Label at a price of ZAR 16.96 per share,
for an aggregate price of ZAR 2.0 billion.
On October 20, 2016, Net1 SA and Blue Label signed an addendum
to the Blue Label Subscription Agreement which, among other things, established
the subscription date and required FirstRand Bank Limited (acting through its
Rand Merchant Bank division) (RMB) to issue a guarantee to Blue Label for the
purchase price of the Blue Label shares to be purchased by Net1 SA (the
Guarantee).
On October 20, 2016, Net1 SA entered into a Common Terms
Agreement, a Senior Facility A Agreement, Senior Facility B Agreement, Senior
Facility C Agreement, Subordination Agreement, Security Cession & Pledge and
certain ancillary loan documents (collectively, the Loan Documents) with RMB,
pursuant to which, among other things, Net1 SA may borrow up to an aggregate of
ZAR 1.4 billion to finance a portion of its investment in Blue Label. The
amounts available under these loans and an escrow deposit of ZAR 600 million
made by Net1 SA serve as security for the Guarantee. Net1 agreed to guarantee
the obligations of Net1 SA to RMB and subordinate any claims it may have against
Net1 SA and certain of its subsidiaries to RMBs claims against such persons.
Upon closing under the Blue Label Subscription Agreement, Net1
SA expects Blue Label to deliver the Guarantee to RMB for payment of the
subscription price of the Blue Label shares.
The material terms and conditions of the Loan Documents are
more fully discussed in Item 2.03 below. The foregoing descriptions of the
addendum to the Blue Label Subscription Agreement and the Loan Documents, and
the descriptions of the Loan Documents contained in Item 2.03 below, do not
purport to be complete and are qualified in its entirety by reference to the
full text thereof, copies of which are attached hereto as Exhibits 10.36 through
10.42 and are incorporated herein by reference.
On October 20, 2016, the USD/ZAR exchange rate was
$1.00/ZAR13.90.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The Loan Documents provide for a Facility A term loan of up to
ZAR 500 million, a Facility B term loan of up to ZAR 900 million, and a Facility
C term loan in an amount equal to the aggregate amount of voluntary prepayments
of the outstanding principal amount of the Facility A loan.
Interest on the loans is payable monthly based on the Johannesburg Interbank Agreed Rate in effect from time to time plus a margin of 1.35% for the Facility A and Facility C loans and 2.75% for the Facility B loan. The JIBAR rate was 7.1% on October
20, 2016.
All of the loans mature on October 20, 2018.
Principal repayments on the Facility A and Facility B loans are due in eight equal quarterly installments, beginning on January 31, 2017. Principal repayment on the Facility C loan is due in quarterly installments to be determined by RMB subject to
the date of borrowing thereunder. Voluntary prepayments are permitted without early repayment fees or penalties.
The loans are secured by a pledge by Net1 SA of its entire equity interest in Blue Label. The Loan Documents contain customary covenants that require Net1 SA to maintain a specified total net leverage ratio and restrict the ability of Net1 SA, and
certain of its subsidiaries to make certain distributions with respect to their capital stock, prepay other debt, encumber their assets, incur additional indebtedness, make investment above specified levels, engage in certain business combinations
and engage in other corporate activities.
Item 7.01. Regulation FD Disclosure.
On October 25, 2016, Net1 issued a press release announcing the execution of the Loan Documents described in Items 1.01 and 2.03 above. A copy of Net1’s press release is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
Exhibit
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No.
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Description
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10.36
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First Addendum to Subscription Agreement, dated October
20, 2016, between Net1 Applied Technologies South Africa (Pty) Ltd and
Blue Label Telecoms Limited
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10.37
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Common Terms Agreement dated 20 October, 2016 Senior Term
Loan Facilities for Net1 Applied Technologies South Africa Proprietary
Limited with Net 1 UEPS Technologies, Inc. and FIRSTRAND Bank Limited
(acting through its Rand Merchant Bank Division)
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10.38
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Senior Facility A Agreement dated 20 October, 2016 Senior
Term Loan Facility for Net1 Applied Technologies South Africa Proprietary
Limited and FIRSTRAND Bank Limited (acting through its Rand Merchant Bank
Division)
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10.39
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Senior Facility B Agreement dated 20 October, 2016 Senior
Term Loan Facility for Net1 Applied Technologies South Africa Proprietary
Limited and FIRSTRAND Bank Limited (acting through its Rand Merchant Bank
Division)
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10.40
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Senior Facility C Agreement dated 20 October, 2016 Senior
Term Loan Facility for Net1 Applied Technologies South Africa Proprietary
Limited and FIRSTRAND Bank Limited (acting through its Rand Merchant Bank
Division)
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10.41
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Subordination Agreement dated 20 October, 2016 between
Net1 Applied Technologies South Africa Proprietary Limited, Net1 UEPS
Technologies, Inc., the Persons Listed in Schedule 1, the Persons Listed
in Schedule 2 and FIRSTRAND Bank Limited (acting through its Rand Merchant
Bank Division)
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10.42
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Security Cession & Pledge dated 20 October, 2016
given by Net1 Applied Technologies South Africa Proprietary Limited in
favour of FIRSTRAND Bank Limited (acting through its Rand Merchant Bank
Division), as a secured creditor, and each of the other secured creditors
set forth therein.
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99.1
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Press Release, dated October 25, 2016, issued by Net1
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The information furnished herewith pursuant to Item 7.01 of
this current report shall not be deemed to be filed for the purpose of Section
18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or
otherwise subject to the liabilities of that section, and shall not be
incorporated by reference into any registration statement or other document
filed by Net1 under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
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 25, 2016
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By:
/s/ Herman G. Kotzé
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Name: Herman G. Kotzé
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Title: Chief Financial Officer
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