As filed with the Securities and Exchange Commission on
December 7, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
_______________________________
FORM S-3
REGISTRATION
STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________________
NET 1 UEPS TECHNOLOGIES,
INC.
(Exact name of registrant as specified in its
charter)
Florida
|
98-0171860
|
(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
|
President Place, 4th Floor
|
Cnr. Jan Smuts Avenue and Bolton Road
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Rosebank, Johannesburg, South Africa
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27-11-343-2000
|
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(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
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Herman G. Kotzé
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Chief Executive Officer
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Net 1 UEPS Technologies, Inc.
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President Place, 4th Floor
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Cnr. Jan Smuts Avenue and Bolton Road
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Rosebank, Johannesburg, South Africa
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27-11-343-2000
|
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(Name, address, including zip code, and telephone number
including area code, of agent for service)
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Copy to:
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Marjorie Sybul Adams, Esq.
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DLA Piper LLP (US)
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1251 Avenue of the Americas
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New York, NY 10020
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Tel: (212) 335-4500
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Fax: (212) 335-4501
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Approximate date of commencement of proposed sale to the
public
: From time to time after the effective date of this registration
statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ x ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. [ ]
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of large
accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
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Accelerated filer [ x ]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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Emerging growth company [ ]
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 7(a)(2)(B) of Securities Act. [ ]
ii
CALCULATION OF REGISTRATION FEE
Title of each class of securities
to be
registered
|
Amount to
be
registered
(1)
|
Proposed maximum
offering price
per
unit
(2)
|
Proposed maximum
aggregate
offering
price
|
Amount of
registration
fee
|
Common Stock, par value
$0.001 per share
|
|
|
|
|
Preferred Stock, par value
$0.001 per share
|
|
|
|
|
Debt Securities
|
|
|
|
|
Warrants
|
|
|
|
|
Units
|
|
|
|
|
Total
|
|
|
$350,000,000
|
$42,420
(3)
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(1)
|
There are being registered hereunder such indeterminate
number of shares of common stock and preferred stock, such indeterminate
principal amount of debt securities, such indeterminate number of warrants
to purchase common stock, preferred stock or debt securities, and such
indeterminate number of units as shall have an aggregate initial offering
price not to exceed $350,000,000. If any debt securities are issued at an
original issue discount, then the offering price of such debt securities
shall be in such greater principal amount as shall result in an aggregate
offering price not to exceed $350,000,000. Any securities registered
hereunder may be sold separately or as units with the other securities
registered hereunder. The securities registered hereunder also include
such indeterminate number of shares of common stock and preferred stock
and amount of debt securities as may be issued upon conversion of or
exchange for preferred stock or debt securities that provide for
conversion or exchange, upon exercise of warrants or pursuant to the
antidilution provisions of any of such securities. In addition, pursuant
to Rule 416 under the Securities Act of 1933, as amended (the Securities
Act), the shares being registered hereunder include such indeterminate
number of shares of common stock and preferred stock as may be issuable
with respect to the shares being registered hereunder as a result of stock
splits, stock dividends or similar transactions.
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|
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(2)
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The proposed maximum offering price per unit of each
class of security registered hereunder will be determined from time to
time in connection with, and at the time of, the issuance of the
securities and is not specified as to each class of security pursuant to
General Instruction II.D. of Form S-3, as amended.
|
|
|
(3)
|
Calculated pursuant to Rule 457(o) under the Securities
Act, based on the proposed maximum aggregate offering price of all
securities being registered. Pursuant to Rule 457(p) under the Securities
Act, $45,818 of previously paid filing fees have not been used with
respect to certain securities that were previously registered on Form S-3
(Registration No. 333-208065) initially filed with the Securities and
Exchange Commission by Net 1 UEPS Technologies, Inc. on November 17, 2015
and amended on December 1, 2015. $455,000,000 of such securities remain
unsold and the filing fee therefor is hereby offset against the currently
due filing fee. As a result, no fee is being paid in connection with this
filing.
|
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act, or until the registration statement shall
become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
iii
The information in this prospectus is not complete and
may be changed or supplemented. We may not sell these securities until the
registration statement that we filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
|
SUBJECT TO COMPLETION, DATED December 7,
2018
PROSPECTUS
$350,000,000
Common Stock, Preferred Stock, Debt
Securities,
Warrants and Units
This prospectus covers our offer and sale from time to time of
any combination of common stock, preferred stock, debt securities, warrants or
units described in this prospectus in one or more offerings. This prospectus
provides a general description of the securities we may offer and sell. Each
time we offer and sell securities we will provide specific terms of the
securities offered in a supplement to this prospectus. The prospectus supplement
may also add, update or change information contained in this prospectus. You
should read this prospectus and the applicable prospectus supplement carefully
before you invest in any securities. This prospectus may not be used to
consummate a sale of securities by us unless accompanied by the applicable
prospectus supplement. The aggregate offering price of all securities sold by us
under this prospectus may not exceed $350,000,000.
The securities may be offered and sold by us to or through one
or more underwriters, dealers or agents or directly to purchasers on a
continuous or delayed basis. See Plan of Distribution. Our common stock is
listed on The Nasdaq Global Select Market (Nasdaq) in the United States under
the symbol UEPS and on the Johannesburg Stock Exchange (the JSE) in South
Africa under the symbol NT1. Nasdaq is our principal market for the trading of
our common stock. On December 6, 2018, the last reported sale price of our
common stock on Nasdaq and the JSE was $4.84 and ZAR74.75 per share,
respectively. We may sell the shares of common stock through underwriters,
through dealers, directly to one or more institutional purchasers or through
agents.
Investing in our securities involves risks that are
referenced under the caption Risk Factors on page 3 of this prospectus. You
should read this document and any prospectus supplement carefully before you
invest.
This prospectus will allow us to offer for sale securities over
time. We will provide a prospectus supplement each time we issue securities,
which will inform you about the specific terms of that offering. We may also
authorize one or more free writing prospectuses to be provided to you in
connection with these offerings. The prospectus supplement and any related free
writing prospectus may add, update or change information contained in this
prospectus. You should carefully read this prospectus, the applicable prospectus
supplement and any related free writing prospectus, as well as the documents
incorporated by reference before you invest in any of our securities. This
prospectus may not be used to sell the securities unless accompanied by a
prospectus supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful and complete. Any representation to
the contrary is a criminal offense.
This prospectus is dated
,
2018.
iv
TABLE OF CONTENTS
v
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3
that we filed with the Securities and Exchange Commission, or the SEC, utilizing
a shelf registration process under the Securities Act of 1933, as amended (the
Securities Act). Under this shelf registration process, we may offer and sell,
from time to time, any combination of the securities described in this
prospectus in one or more offerings up to a total dollar amount of $350,000,000.
This prospectus provides you with a general description of the securities we may
offer and sell. Each time we sell securities under this shelf registration, we
will, to the extent required by law, provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. This prospectus does not contain all of the information included in
the registration statement. For a more complete understanding of the offering of
the securities, you should refer to the registration statement, including its
exhibits. You should read this prospectus, the applicable prospectus supplement,
the information and documents incorporated herein by reference and the
additional information described under the heading Where You Can Find More
Information before making an investment decision.
We have not authorized any dealer, salesman or other person to
give any information or to make any representation other than those contained or
incorporated by reference in this prospectus and any accompanying supplement to
this prospectus. You must not rely upon any information or representation not
contained or incorporated by reference in this prospectus or any accompanying
prospectus supplement.
This prospectus and any accompanying supplement to this
prospectus do not constitute an offer to sell or the solicitation of an offer to
buy any securities other than the registered securities to which they relate,
nor do this prospectus and any accompanying supplement to this prospectus
constitute an offer to sell or the solicitation of an offer to buy securities in
any jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. You should not assume that the information
contained in this prospectus and any accompanying prospectus supplement is
accurate on any date subsequent to the date set forth on the front of the
document or that any information we have incorporated by reference is correct on
any date subsequent to the date of the document incorporated by reference, even
though this prospectus and any accompanying prospectus supplement is delivered
or securities sold on a later date. This prospectus may not be used by us to
consummate sales of our securities, unless it is accompanied by a prospectus
supplement. To the extent there are inconsistencies between any prospectus
supplement, this prospectus and any documents incorporated by reference, the
document with the most recent date will control.
Unless the context otherwise requires, Net1, Company, we,
us and our refer to Net 1 UEPS Technologies, Inc. and its consolidated
subsidiaries. References to securities include any security that we might
offer under this prospectus or any prospectus supplement.
We have filed or incorporated by reference exhibits to the
registration statement of which this prospectus forms a part. You should read
the exhibits carefully for provisions that may be important to you.
1
THE COMPANY
We are a leading provider of transaction processing services,
financial inclusion products and services and payment and cryptographic
technology across multiple industries and in a number of emerging and developed
economies.
Our core payment technology is called the Universal Electronic
Payment System, or UEPS, and its EMV interoperable derivative, UEPS/EMV, uses
decentralized and biometrically secure smart cards that operate in real-time but
both off-line and on-line, unlike traditional payment systems offered by major
banking institutions that require immediate access through a communications
network to a centralized computer.
Our off-line UEPS system also offers the highest level of
availability and affordability by removing any components that are costly and
prone to outages. Our latest version of the UEPS technology has been certified
by the EuroPay, MasterCard and Visa global standard, or EMV, which enables our
traditional proprietary UEPS system to interoperate with the global EMV standard
and allows card holders to transact at any EMV-enabled point of sale terminal or
automated teller machine, or ATM. The UEPS/EMV technology has been deployed on
an extensive scale in South Africa through the issuance of MasterCard-branded
UEPS/EMV cards to our under-banked customers, including social welfare grant
recipients. In addition to effecting purchases, cash-backs and any form of
payment, our system can be used for banking, healthcare management,
international money transfers, voting and identification.
Our transaction processing services include multiple forms of
payment and payroll processing. We operate leading processors in South Africa
through EasyPay and in South Korea through KSNET, as well as end-to-end issuing,
acquiring and processing services across Asia and Europe through our
International Payments Group, or IPG. We manage more than 300,000 merchants
worldwide and process more than three billion transactions annually. IPG has
also established a leadership position in partnership with Bank Frick & Co.
AG, or Bank Frick, a Liechtenstein-based bank, in Europe focused on
cryptocurrency processing and the development of a number of block-chain related
products.
We also provide a number of financial inclusion products and
services, which are typically bundled and offered as part of our UEPS-based core
banking system. In South Africa, this system is currently deployed under the
brand EasyPay Everywhere, or EPE, and is a fully transactional low-cost bank
account, which offers easy accessibility including in rural areas and
highly-competitive loans, insurance and telecommunication products. During the
fiscal year ended June 30, 2018, we distributed pension and welfare grants, on
behalf of the South African government, to more than three million active EPE
customers and an additional five million social grant recipient customers. Our
contract to distribute social grants expired on September 30, 2018. In addition,
we offer telecommunication products such as prepaid airtime on behalf of all
network operators in South Africa and own 55% of DNI-4PL Contracts Proprietary
Limited, or DNI, the largest distributor of starter packs for the third-largest
network, Cell C (Pty) Limited, or Cell C.
Our technology businesses include the development and
deployment of our UEPS and mobile virtual card solutions worldwide,
cryptographic solutions including the STS-6 standard for utility vending
solutions, hardware security modules or HSM, chip and subscriber identity
module, or SIM, cards, and the reselling of point of sale equipment. Through
DNI, we provide financing to Cell C to assist in the roll out of their
telecommunications network infrastructure. DNI also has a micro-jobbing platform
called Money 4Jam which connects parties for the execution of micro-jobs.
We are headquartered in Johannesburg, South Africa. More
information about us is available on our web site at www.net1.com. Information
on our web site is not incorporated by reference into this prospectus. Our
principal executive offices are located at President Place, 4th Floor, Cnr. Jan
Smuts Avenue and Bolton Road, Rosebank, Johannesburg 2196, South Africa. Our
phone number is 27-11-343-2000.
2
RISK FACTORS
Our business is influenced by many factors that are difficult
to predict, and that involve uncertainties that may materially affect our actual
operating results, cash flows and financial condition. Before making an
investment decision in our securities, you should carefully consider the
specific factors set forth under the caption Risk Factors in the applicable
prospectus supplement and in our periodic reports filed with the SEC that are
incorporated by reference herein (including the Risk Factors sections
beginning on page 13 of Amendment No. 1 to our Annual Report on Form 10-K for
the fiscal year ended June 30, 2018 filed on December 6, 2018 (the Amended
Annual Report) and page 51 of our Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2018 filed on November 14, 2018) together with all
of the other information appearing in this prospectus, in the applicable
prospectus supplement or incorporated by reference into this prospectus in light
of your particular investment objectives and financial circumstances.
3
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Forward-looking statements in this prospectus and the documents
incorporated by reference herein are based on the beliefs and assumptions of our
management and on information currently available. Forward-looking statements
include information about possible or assumed future results of operations in
Managements Discussion and Analysis of Financial Condition and Results of
Operations included in our most recent Annual Report on Form 10-K and Quarterly
Report on Form 10-Q, and other statements preceded by, followed by or that
include the words may, will, should, could, would, expects, plans,
intends, anticipates, believes, estimates, predicts, potential or
continue or the negative of such terms and other comparable terminology.
These forward looking statements involve risks and
uncertainties that could cause our actual results to differ materially from
those projected, anticipated or implied in the forward-looking statements. The
following important factors, among others, could affect future results and could
cause those results to differ materially from those expressed in the
forward-looking statements:
-
our ability to replace revenue previously payable to us under our contract
with SASSA;
-
our ability to transform our South African operations to a
business-to-consumer model through our EPE bank account and ATM
infrastructure;
-
our ability to operate our financial services businesses profitably given
the decline in the number of active EPE bank accounts;
-
the outcome of our various legal proceedings, including those involving
SASSA and Corruption Watch;
-
the extent to which SASSA complies with the interim order from the High
Court of the Republic of South Africa stating that SASSA shall pay the social
grants of those EPE clients who had previously provided biometric consent and
elected to receive their social grants into their EPE accounts;
-
the Constitutional Courts determination with respect to the pricing of
services provided by us to SASSA during the period from April 1, 2018 to
September 30, 2018;
-
our ability to service our debt and make scheduled debt repayments;
-
our ability to achieve the expected benefits from our recent acquisition of
DNI and our investments in Cell C and Bank Frick;
-
our ability to manage scrutiny in the South African media and communicate
persuasively that our business practices comply with South African law and are
fair to the customers who purchase our financial services products;
-
our ability to compete successfully with other companies that offer smart
card and mobile-based technologies, financial inclusion services and payment
processing services;
-
our ability to achieve applicable broad-based black economic empowerment
objectives in our South African operations; and
-
our ability to manage the risks associated with operating in South Africa
and other emerging markets, including fluctuations in foreign currencies
against our reporting currency.
Additional information concerning these and other risk factors
that might cause or contribute to such differences include, but are not limited
to, those discussed under the heading Risk Factors in the Amended Annual
Report, our Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 2018 and our other reports we file with the SEC after the date of this
prospectus that will be incorporated by reference into this prospectus. You
should not place undue reliance on these forward-looking statements, which
reflect our opinions only as of the date of this prospectus. We undertake no
obligation to release publicly any revisions to the forward-looking statements
after the date of this prospectus.
4
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, we
anticipate that the net proceeds from our sale of any securities will be used
for general corporate purposes, including working capital, acquisitions,
retirement of debt and other business opportunities.
5
DESCRIPTION OF SECURITIES
This prospectus contains a summary of the securities that Net1
may sell. These summaries are not meant to be a complete description of each
security. However, this prospectus and the accompanying prospectus supplement
contain the material terms of the securities being offered.
6
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 200,000,000 shares of
common stock and 50,000,000 shares of preferred stock. As of December 6, 2018,
56,833,925 shares of our common stock, par value $0.001 per share, and no shares
of our preferred stock, were outstanding.
Common Stock
The issued and outstanding shares of common stock are, and the
shares of common stock that we may issue in the future will be, validly issued,
fully paid and nonassessable. Holders of our common stock are entitled to share
equally, share for share, if dividends are declared on our common stock, whether
payable in cash, property or our securities. The shares of common stock are not
convertible and the holders thereof have no preemptive or subscription rights to
purchase any of our securities. Upon liquidation, dissolution or winding up of
our company, the holders of common stock are entitled to share equally, share
for share, in our assets which are legally available for distribution, after
payment of all debts and other liabilities and subject to the prior rights of
any holders of any series of preferred stock then outstanding. Each outstanding
share of common stock is entitled to one vote on all matters submitted to a vote
of shareholders. There is no cumulative voting. Except as otherwise required by
law or our amended and restated articles of incorporation, the holders of common
stock vote together as a single class on all matters submitted to a vote of
shareholders.
Our common stock is listed on Nasdaq in the United States under
the symbol UEPS and on the JSE in South Africa under the symbol NT1. Nasdaq
is our principal market for the trading of our common stock.
Preferred Stock
We may issue shares of preferred stock in series and may, at
the time of issuance, determine the designations, preferences, conversion
rights, cumulative, relative, participating optional or other rights,
preferences and limitations of each series. Satisfaction of any dividend
preferences of outstanding shares of preferred stock would reduce the amount of
funds available for the payment of dividends on shares of common stock. Holders
of shares of preferred stock may be entitled to receive a preference payment in
the event of any liquidation, dissolution or winding-up of our company before
any payment is made to the holders of shares of common stock. In some
circumstances, the issuance of shares of preferred stock may render more
difficult or tend to discourage a merger, tender offer or proxy contest, the
assumption of control by a holder of a large block of our securities or the
removal of incumbent management. Upon the affirmative vote of a majority of the
total number of directors then in office, our board of directors, without
shareholder approval, may issue shares of preferred stock with voting and
conversion rights which could adversely affect the holders of shares of common
stock.
7
DESCRIPTION OF DEBT SECURITIES
The debt securities will be our direct unsecured general
obligations. The debt securities will be either senior debt securities or
subordinated debt securities. The debt securities will be issued under one or
more separate indentures between us and Wells Fargo Bank, National Association,
as trustee. Senior debt securities will be issued under a senior indenture,
which we refer to as the senior indenture. Subordinated debt securities will be
issued under a subordinated indenture, which we refer to as the subordinated
indenture. Together the senior indenture and the subordinated indenture are
called the indentures.
We have summarized select portions of the material provisions
of the indentures below. The summary is not complete. The forms of the
indentures have been filed as exhibits to the registration statement of which
this prospectus forms a part, and you should read the indentures for provisions
that may be important to you. We will indicate in the applicable prospectus
supplement any material variation from the expected terms of the indentures
described below.
General
The debt securities will be our direct unsecured general
obligations. The senior debt securities will rank equally with all of our other
senior and unsubordinated debt. The subordinated debt securities will have a
junior position to all of our senior debt.
Because we are a holding company that conducts all of its
operations through subsidiaries, holders of the debt securities will have a
junior position to claims of creditors of our subsidiaries, including trade
creditors, debtholders, secured creditors, taxing authorities, guarantee holders
and any preferred shareholders, except to the extent that the debt securities
are guaranteed by one or more subsidiary guarantees.
The provisions of each indenture allow us to reopen a
previous issue of a series of debt securities and issue additional debt
securities of that series.
A prospectus supplement relating to any series of debt
securities being offered will include specific terms relating to the offering.
The terms will be established in an officers certificate or a supplemental
indenture. The officers certificate or supplemental indenture will be signed at
the time of issuance and will contain important information. The officers
certificate or supplemental indenture will be filed as an exhibit to a Current
Report on Form 8-K of Net1, which will be publicly available. The officers
certificate or supplemental indenture will include some or all of the following
terms for a particular series of debt securities:
-
the title of the securities and any applicable CUSIP and/or ISIN numbers;
-
any limit on the amount that may be issued;
-
whether or not the debt securities will be issued in global form and who
the depositary will be;
-
the maturity date(s);
-
the interest rate or the method of computing the interest rate;
-
the date or dates from which interest will accrue, or how such date or
dates will be determined, and the interest payment date or dates and any
related record dates;
-
the place(s) where payments will be made;
-
Net1s right, if any, to defer payment of interest and the maximum length
of any deferral period;
-
the terms and conditions on which the debt securities may be redeemed at
the option of Net1;
-
the date(s), if any, on which, and the price(s) at which Net1 is obligated
to redeem, or at the holders option to purchase, such series of debt
securities and other related terms and provisions;
-
any provisions granting special rights to holders when a specified event
occurs;
-
any changes to or additional events of default or covenants;
-
any special tax implications of the debt securities;
8
-
the denominations in which the debt securities will be issued, if other
than denominations of $1,000 and whole multiples of $1,000;
-
the subordination terms of any subordinated debt securities; and
-
any other terms that are not inconsistent with the indenture.
Fixed Rate Debt Securities
Each fixed rate debt security will mature on the date specified
in the applicable prospectus supplement. Each fixed rate debt security will bear
interest from the date of issuance at the annual rate stated on its face until
the principal is paid or made available for payment. Interest on fixed rate debt
securities will be computed on the basis of a 360-day year of twelve 30-day
months. Interest on fixed rate debt securities will accrue from and including
the most recent interest payment date in respect of which interest has been paid
or duly provided for, or, if no interest has been paid or duly provided for,
from and including the issue date or any other date specified in a prospectus
supplement on which interest begins to accrue. Interest will accrue to but
excluding the next interest payment date, or, if earlier, the date of maturity
or earlier redemption or repayment, as the case may be.
Payments of interest on fixed rate debt securities will be made
on the interest payment dates specified in the applicable prospectus supplement.
However, if the first interest payment date is less than 15 days after the date
of issuance, interest will not be paid on the first interest payment date, but
will be paid on the second interest payment date.
Unless otherwise specified in the applicable prospectus
supplement, if any scheduled interest payment date, maturity date or date of
redemption or repayment is not a business day, then we may pay the applicable
interest, principal and premium, if any, on the next succeeding business day,
and no additional interest will accrue during the period from and after the
scheduled interest payment date, maturity date or date of redemption or
repayment.
A fixed rate debt security may pay a level amount in respect of
both interest and principal amortized over the life of the debt security.
Payments of principal and interest on amortizing debt securities will be made on
the interest payment dates specified in the applicable prospectus supplement,
and at maturity or upon any earlier redemption or repayment. Payments on
amortizing debt securities will be applied first to interest due and payable and
then to the reduction of the unpaid principal amount. We will provide to the
original purchaser, and will furnish to subsequent holders upon request to us, a
table setting forth repayment information for each amortizing debt security.
Floating Rate Debt Securities
Each floating rate debt security will mature on the date
specified in the applicable prospectus supplement.
Unless otherwise specified in the applicable prospectus
supplement, each floating rate debt security will bear interest at LIBOR plus
a margin to be specified in the applicable prospectus supplement. A floating
rate debt security may also have either or both of the following limitations on
the interest rate:
-
a maximum limitation, or ceiling, on the rate of interest which may accrue
during any interest period, which we refer to as the maximum interest rate;
and/or
-
a minimum limitation, or floor, on the rate of interest that may accrue
during any interest period, which we refer to as the minimum interest rate.
Any applicable maximum interest rate or minimum interest rate
will be set forth in the applicable prospectus supplement.
Interest on floating rate debt securities will accrue from and
including the most recent interest payment date to which interest has been paid
or duly provided for, or, if no interest has been paid or duly provided for,
from and including the issue date or any other date specified in a prospectus
supplement on which interest begins to accrue. Interest will accrue to but
excluding the next interest payment date, or, if earlier, the date on which the
principal has been paid or duly made available for payment, except as described
below.
The interest rate in effect from the date of issue to the first
interest reset date for a floating rate debt security will be the initial
interest rate specified in the applicable prospectus supplement. We refer to
this rate as the initial interest rate. The interest rate on each floating
rate debt security may be reset daily, weekly, monthly, quarterly, semiannually
or annually. This period is the interest reset period and the first day of
each interest reset period is the interest reset date. The interest
determination date for any interest reset date is the day the calculation agent
will refer to when determining the new interest rate at which a floating rate
will reset.
LIBOR for each interest reset date, other than for the
initial interest rate, will be determined by the calculation agent as follows:
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(i)
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LIBOR will be the offered rate for deposits in U.S.
dollars for the three month period which appears on Telerate Page 3750
at approximately 11:00 a.m., London time, two London banking days prior
to the applicable interest reset date.
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(ii)
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If this rate does not appear on the Telerate Page 3750,
the calculation agent will determine the rate on the basis of the rates at
which deposits in U.S. dollars are offered by four major banks in the
London interbank market (selected by us) at approximately 11:00 a.m.,
London time, two London banking days prior to the applicable interest
reset date to prime banks in the London interbank market for a period of
three months commencing on that interest reset date and in principal
amount equal to an amount not less than $1,000,000 that is representative
for a single transaction in such market at such time. In such case, the
calculation agent will request the principal London office of each of the
aforesaid major banks to provide a quotation of such rate. If at least two
such quotations are provided, LIBOR for that interest reset date will be
the average of the quotations. If fewer than two quotations are provided
as requested, LIBOR for that interest reset date will be the average of
the rates quoted by three major banks in New York, New York (selected by
us) at approximately 11:00 a.m., New York time, two London banking days
prior to the applicable interest reset date for loans in U.S. dollars to
leading banks for a period of three months commencing on that interest
reset date and in a principal amount equal to an amount not less than
$1,000,000 that is representative for a single transaction in such market
at such time; provided that if fewer than three quotations are provided as
requested, for the period until the next interest reset date, LIBOR will
be the same as the rate determined on the immediately preceding interest
reset date.
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The interest reset dates will be specified in the applicable
prospectus supplement. If an interest reset date for any floating rate debt
security falls on a day that is not a business day, it will be postponed to the
following business day, except that, if that business day is in the next
calendar month, the interest reset date will be the immediately preceding
business day.
A London banking day is any day in which dealings in U.S.
dollar deposits are transacted in the London interbank market. Telerate Page
3750 means the display page so designated on the Telerate Service for the
purpose of displaying London interbank offered rates of major banks (or any
successor page).
The applicable prospectus supplement will specify a calculation
agent for any issue of floating rate debt securities. The calculation agent
will, upon the request of the holder of any floating rate debt security, provide
the interest rate then in effect. All calculations made by the calculation agent
in the absence of willful misconduct, bad faith or manifest error shall be
conclusive for all purposes and binding on us and the holders of the floating
rate debt securities. We may appoint a successor calculation agent at any time
at our discretion and without notice.
All percentages resulting from any calculation of the interest
rate with respect to the floating rate debt securities will be rounded, if
necessary, to the nearest one-hundred thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or
.09876545) would be rounded to 9.87655% (or .0987655) and 9.876544% (or
.09876544) would be rounded to 9.87654% (or .0987654)), and all dollar amounts
in or resulting from any such calculation will be rounded to the nearest cent
(with one-half cent being rounded upward).
Interest on the floating rate debt securities will be computed
and paid on the basis of a 360-day year and the actual number of days in each
interest payment period. The interest rate on the floating rate debt securities
will in no event be higher than the maximum rate permitted by New York law, as
the same may be modified by United States law of general application.
We will pay interest on floating rate debt securities on the
interest payment dates specified in the applicable prospectus supplement.
However, if the first interest payment date is less than 15 days after the date
of issuance, interest will not be paid on the first interest payment date, but
will be paid on the second interest payment date. If any scheduled interest
payment date, other than the maturity date or any earlier redemption or
repayment date, for any floating rate debt security falls on a day that is not a
business day, it will be postponed to the following business day, except that if
that business day would fall in the next calendar month, the interest payment
date will be the immediately preceding business day. If the scheduled maturity
date or any earlier redemption or repayment date of a floating rate debt
security falls on a day that is not a business day, the payment of principal,
premium, if any, and interest, if any, will be made on the next succeeding
business day, but interest on that payment will not accrue during the period
from and after the maturity, redemption or repayment date.
Conversion or Exchange Rights
The prospectus supplement will describe the terms, if any, on
which a series of debt securities may be convertible into or exchangeable for
our common stock, preferred stock, debt securities or other securities. These
terms will include provisions as to whether conversion or exchange is mandatory,
at the option of the holder or at the option of Net1. These provisions may allow
or require adjustment of the number of shares of common stock or other
securities of Net1 to be received by the holders of such series of debt
securities.
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Optional Redemption
Unless the prospectus supplement relating to any series of debt
securities provides otherwise with respect to such series, each series of debt
securities will be redeemable in whole at any time or in part from time to time,
at our option, at a redemption price equal to the greater of:
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100% of the principal amount of the series of debt securities to be
redeemed; or
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the sum of the present values of the remaining scheduled payments of
principal and interest on the series of debt securities to be redeemed
(exclusive of interest accrued to the date of redemption) discounted to the
date of redemption on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the then current Treasury Rate plus a spread as
specified in the applicable prospectus supplement.
In each case we will pay accrued and unpaid interest on the
principal amount to be redeemed to the date of redemption.
Comparable Treasury Issue means the United States Treasury
security selected by the Independent Investment Banker as having a maturity
comparable to the remaining term (Remaining Life) of the series of debt
securities to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
series of debt securities.
Comparable Treasury Price means, with respect to any
redemption date, (1) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest Reference Treasury
Dealer Quotations, or (2) if the trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.
Independent Investment Banker means the investment banking
institution or institutions specified in the applicable prospectus supplement
and their respective successors, or, if such firms or the successors, if any, to
such firm or firms, as the case may be, are unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by us.
Reference Treasury Dealer means the investment banking
institutions specified as such in the applicable prospectus supplement;
provided, however, that if any of them ceases to be a primary U.S. Government
securities dealers (each a Primary Treasury Dealer), we will substitute
another Primary Treasury Dealer.
Reference Treasury Dealer Quotations means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by us, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to us by such Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third business day preceding such redemption date.
Treasury Rate means, with respect to any redemption date, the
rate per year equal to:
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(i)
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the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently
published statistical release designated H.15(519) or any successor
publication which is published weekly by the Board of Governors of the
Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the
caption Treasury Constant Maturities, for the maturity corresponding to
the Comparable Treasury Issue; provided that, if no maturity is within
three months before or after the remaining life of the series of debt
securities to be redeemed, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be determined
and the Treasury Rate shall be interpolated or extrapolated from those
yields on a straight line basis, rounding to the nearest month;
or
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if such release (or any successor release) is not
published during the week preceding the calculation date or does not
contain such yields, the rate per year equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
redemption date.
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The Treasury Rate will be calculated on the third business day
preceding the redemption date. As used in the immediately preceding sentence and
in the definition of Reference Treasury Dealer Quotations above, the term
business day means any day that is not a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
remain closed. The Trustee shall have no obligation to calculate the redemption
price.
Notice of any redemption will be mailed at least 30 but not
more than 60 days before the redemption date to each holder of record of the
series of debt securities to be redeemed at its registered address. The notice
of redemption will state, among other things, the amount of 11 the series of debt securities to be redeemed, the redemption
date, the manner in which the redemption price will be calculated and the place
or places that payment will be made upon presentation and surrender of the
series of debt securities to be redeemed. If less than all of a series of debt
securities are to be redeemed at our option, the trustee will select, in a
manner it deems fair and appropriate (and in accordance with the procedures of
the depositary), the debt securities of that series, or portions of the debt
securities of that series, to be redeemed. Unless we default in the payment of
the redemption price with respect to any debt securities called for redemption,
interest will cease to accrue on such debt securities at the redemption date.
We will not be required (i) to issue, register the transfer of
or exchange any series of debt securities during a period beginning at the
opening of business 15 days before the day of mailing of a notice of redemption
and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any debt securities of any series so
selected for redemption in whole or in part, except the unredeemed portion of
any such series of debt securities being redeemed in part.
Covenants
Under the indentures, Net1 agrees to pay the interest,
principal and any premium on the debt securities when due, and to maintain a
place of payment. In addition, we must comply with the covenants described
below:
Limitation on Liens on Stock of our Significant Subsidiaries
. The
indentures prohibit us and our subsidiaries from directly or indirectly
creating, assuming, incurring or permitting to exist any Indebtedness secured by
any lien on the voting stock or voting equity interest of our Significant
Subsidiaries (as defined in the indentures) unless the debt securities then
outstanding (and, if we so elect, any other Indebtedness of Net1 that is not
subordinate to such debt securities and with respect to which we are obligated
to provide such security) are secured equally and ratably with such Indebtedness
for so long as such Indebtedness is so secured. Indebtedness is defined as the
principal of and any premium and interest due on indebtedness of a person (as
defined in the indentures), whether outstanding on the original date of issuance
of a series of debt securities or thereafter created, incurred or assumed, which
is (a) indebtedness for money borrowed and (b) any amendments, renewals,
extensions, modifications and refundings of any such indebtedness. For the
purposes of this definition, indebtedness for money borrowed means (1) any
obligation of, or any obligation guaranteed by, such person for the repayment of
borrowed money, whether or not evidenced by bonds, debentures, notes or other
written instruments, (2) any obligation of, or any obligation guaranteed by,
such person evidenced by bonds, debentures, notes or similar written
instruments, including obligations assumed or incurred in connection with the
acquisition of property, assets or businesses (provided, however, that the
deferred purchase price of any business or property or assets shall not be
considered Indebtedness if the purchase price thereof is payable in full within
90 days from the date on which such indebtedness was created), and (3) any
obligations of such person as lessee under leases required to be capitalized on
the balance sheet of the lessee under generally accepted accounting principles
and leases of property or assets made as part of any sale and lease-back
transaction to which such person is a party. For purposes of this covenant only,
Indebtedness also includes any obligation of, or any obligation guaranteed by,
any person for the payment of amounts due under a swap agreement or similar
instrument or agreement, or under a foreign currency hedge or similar instrument
or agreement. If we are required to secure outstanding debt securities equally
and ratably with other Indebtedness under this covenant, we will be required to
document our compliance with the covenant and enter into a supplemental
agreement or indenture and to take such action as we may deem advisable to
enable us to enforce the rights of the holders of the outstanding debt
securities so secured.
Provision of Compliance Certificate.
We are required
under the indentures to deliver to the trustee within 120 days after the end of
each fiscal year an officers certificate certifying as to our compliance with
all conditions and covenants under the relevant indenture, or if we are not in
compliance, identifying and describing the nature and status of such
non-compliance.
Consolidation, Merger or Sale
The indentures do not restrict the ability of Net1 to merge or
consolidate, or sell, convey, transfer or lease all or substantially all of its
assets as long as certain conditions are met. We may only merge or consolidate
with, or convey, transfer or lease all of our assets to, any person, if doing so
will not result in an event of default. Any such successor, acquiror or lessor
of such assets must expressly assume all of the obligations of Net1 under the
indentures and the debt securities and will succeed to every right and power of
Net1 under the indentures. Thereafter, except in the case of a lease, the
predecessor or transferor of such assets will be relieved of all obligations and
covenants under the relevant indenture and debt securities.
Events of Default Under the Indentures
The following are events of default under the indentures with
respect to any series of debt securities issued:
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we fail to pay interest when due and such failure continues for 90 days,
unless the time for payment has been properly extended or deferred in
accordance with the terms of the particular series;
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we fail to pay the principal or any premium when due, unless the maturity
has been properly extended in accordance with the terms of the particular
series;
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we fail to observe or perform any other covenant or agreement contained in
the debt securities or the indentures, other than a covenant or agreement
specifically relating to another series of debt securities, and such failure
continues for 90 days after we receive a notice of default from the trustee or
from the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of all of the affected series;
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certain events of bankruptcy or insolvency, whether voluntary or not; and
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any additional events of default that may be established with respect to a
particular series of debt securities under the indentures, as may be specified
in the applicable prospectus supplement.
If, with regard to any series, an event of default resulting
from a failure to pay principal, any premium or interest occurs and is
continuing, the trustee or the holders of at least 25% in aggregate principal
amount of the outstanding debt securities of that series may declare the
principal of all debt securities of that series immediately due and payable.
If an event of default other than a failure to pay principal,
any premium or interest occurs and is continuing, the trustee or the holders of
at least 25% in aggregate principal amount of the outstanding debt securities of
all affected series (all such series voting together as a single class) may
declare the principal of all debt securities of such affected series immediately
due and payable.
The holders of a majority in principal amount of the
outstanding debt securities of all affected series (voting together as a single
class) may waive any past default with respect to such series and its
consequences, except a default or events of default regarding payment of
principal, any premium or interest, in which case the holders of the outstanding
debt securities of each affected series shall vote to waive such default or
event of default as a separate class. Such a waiver will eliminate the default.
Unless otherwise specified in the indentures, if an event of
default occurs and is continuing, the trustee will be under no obligation to
exercise any of its rights or powers under the relevant indenture unless the
holders of the debt securities have offered the trustee indemnity satisfactory
to the trustee against the costs, expenses and liabilities that it might incur.
The holders of a majority in principal amount of the outstanding debt securities
of all series affected by an event of default, voting together as a single
class, or, in the event of a default in the payment of principal, any premium or
interest, the holders of a majority of the principal amount outstanding of each
affected series voting as a separate class, will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee, or exercising any trust or power conferred on the trustee with
respect to the debt securities of such series, provided that:
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such direction is not in conflict with any law or the applicable indenture
or unduly prejudicial to the rights of holders of any other series of debt
securities outstanding under the applicable indenture; and
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the trustee need not take any action that might involve it in personal
liability.
A holder of the debt securities of a particular series will
only have the right to institute a proceeding under the indentures or to appoint
a receiver or trustee, or to seek other remedies, in each case with respect to
such series of debt securities, if:
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the holder has given written notice to the trustee of a continuing event of
default;
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in the case of an event of default relating to the payment of principal,
any premium or interest, the holders of at least 25% in aggregate principal
amount of the outstanding debt securities of the particular series have made
written request to the trustee to institute proceedings as trustee;
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in the case of an event of default not relating to payment of principal,
any premium or interest, the holders of at least 25% in aggregate principal
amount of the outstanding debt securities of all series affected by such event
of default (voting together as a single class) have made written request to
the trustee to institute proceedings as trustee;
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such holders have offered indemnity satisfactory to the trustee to cover
the cost of the proceedings; and
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the trustee does not institute a proceeding, and does not receive
conflicting directions from a majority in principal amount of the outstanding
debt securities of (i) the particular series, in the case of an event of
default relating to the payment of principal, any premium or interest or (ii)
all affected series, in the case of an event of default not relating to the
payment of principal, any premium or interest, in each case, within 60 days of
receiving the written notice of an event of default.
Modification of Indenture; Waiver
Without the consent of any holders of debt securities, Net1 and
the trustee may change an indenture:
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to fix any ambiguity, defect or inconsistency in the indenture;
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to effect the assumption of a successor corporation of our obligations
under such indenture and the outstanding debt securities;
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to add to our covenants for the benefit of the holders of all or any series
of debt securities under such indenture or surrender any right or power we
have under such indenture;
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to change anything that does not materially adversely affect the interests
of any holder of debt securities of any series; and
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to effect certain other limited purposes described in the indenture.
The rights of holders of a series of debt securities may be
changed by Net1 and the trustee with the written consent of the holders of a
majority of the principal amount of the outstanding debt securities of all
series then outstanding under the relevant indenture (all such series voting
together as a single class). However, the following changes may only be made
with the consent of each holder of debt securities of each series affected by
the change:
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extending the fixed maturity;
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reducing the principal amount;
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reducing the rate of or extending the time of payment of interest;
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reducing any premium payable upon redemption;
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reducing the percentage of debt securities referred to above, the holders
of which are required to consent to any amendment; or
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in respect of the subordinated indenture, making any change to the
subordination terms of any debt security that would adversely affect the
holders of the debt securities of that series.
Rights and Duties of the Trustee
The trustee, except when there is an event of default, will
perform only those duties as are specifically stated in the indentures. If an
event of default has occurred with respect to any series of debt securities, the
trustee shall exercise with respect to such debt securities the rights and
powers it has under the indenture and use the same degree of care and skill as a
prudent person would exercise or use in the conduct of his or her own affairs.
Except as provided in the preceding sentence, the trustee is not required to
exercise any of the powers given it by the indentures at the request of any
holder of debt securities unless it is offered security or indemnity
satisfactory to it against the costs, expenses and liabilities that it might
incur. The trustee is not required to spend or risk its own money or otherwise
become financially liable while performing its duties or exercising its rights
or powers unless it reasonably believes that it will be repaid or receive
adequate indemnity. The trustee will not be deemed to have any notice of any
default or event of default unless a responsible officer of the trustee has
actual knowledge of or receives written notice of the default which specifies
the affected securities and the relevant indenture. Furthermore, the rights and
protections of the trustee, including its right of indemnification under the
indentures, extend to the trustees officers, directors, agents and employees,
and will survive the trustees resignation and removal and termination of the
indentures.
Payment and Paying Agents
We will pay interest on any debt securities to the person in
whose name the debt securities are registered on the regular record date for the
applicable interest payment date.
We will pay principal, any premium and interest on the debt
securities of a particular series at the office of one or more paying agents
that we designate for that series. Unless otherwise stated in the applicable
supplemental indenture and prospectus supplement, we will initially designate
the corporate trust office of the trustee in the City of New York as our sole
paying agent. We will be required to maintain a paying agent in each place of
payment for the debt securities.
All money we pay to a paying agent or the trustee for the
payment of principal, any premium or interest on any debt security which remains
unclaimed for a period of two years after the principal, premium or interest has
become due and payable will, upon our request, be repaid to us, and the holder
of the debt security may then look only to us for payment of those amounts.
Governing Law
The indentures and the debt securities will be governed by and
interpreted in accordance with the laws of the State of New York.
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Subordination of Subordinated Debt Securities
The subordinated debt securities will be unsecured and will be
subordinate and junior in priority of payment to our other indebtedness on the
terms described in the prospectus supplement relating to such securities. The
subordinated indenture does not limit the amount of subordinated debt securities
which we may issue, nor does it limit our ability to issue any other secured or
unsecured debt.
The prospectus supplement relating to any series of
subordinated debt securities will disclose the amount of debt of Net1 that will
be senior to those subordinated debt securities.
Subsidiary Guarantees
If specified in the prospectus supplement, certain of our
subsidiaries may guarantee our obligations relating to debt securities issued
under this prospectus. The specific terms and provisions of each subsidiary
guarantee will be disclosed in the applicable prospectus supplement.
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DESCRIPTION OF WARRANTS
We may issue warrants to purchase our debt or equity securities
or other rights, including rights to receive payment in cash or securities based
on the value, rate or price of one or more specified commodities, currencies,
securities or indices, or any combination of the foregoing. Warrants may be
issued independently or together with any other securities and may be attached
to, or separate from, such securities. Each series of warrants will be issued
under a separate warrant agreement to be entered into between us and a warrant
agent. The terms of any warrants to be issued and a description of the material
provisions of the applicable warrant agreement will be set forth in the
applicable prospectus supplement.
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DESCRIPTION OF UNITS
As specified in the applicable prospectus supplement, we may
issue units consisting of warrants, debt securities, shares of preferred stock,
shares of common stock or any combination of such securities.
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FORMS OF SECURITIES
Each debt security, warrant and unit will be represented either
by a certificate issued in definitive form to a particular investor or by one or
more global securities representing the entire issuance of securities.
Certificated securities in definitive form and global securities will be issued
in registered form. Definitive securities name you or your nominee as the owner
of the security, and in order to transfer or exchange these securities or to
receive payments other than interest or other interim payments, you or your
nominee must physically deliver the securities to the trustee, registrar, paying
agent or other agent, as applicable. Global securities name a depositary or its
nominee as the owner of the debt securities, warrants or units represented by
these global securities. The depositary maintains a computerized system that
will reflect each investors beneficial ownership of the securities through an
account maintained by the investor with its broker/dealer, bank, trust company
or other representative, as we explain more fully below.
Registered Global Securities
We may issue the registered debt securities, warrants and units
in the form of one or more fully registered global securities that will be
deposited with a depositary or its nominee identified in the applicable
prospectus supplement and registered in the name of that depositary or nominee.
In those cases, one or more registered global securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal or face amount of the securities to be represented by registered
global securities. Unless and until it is exchanged in whole for securities in
definitive registered form, a registered global security may not be transferred
except as a whole by and among the depositary for the registered global
security, the nominees of the depositary or any successors of the depositary or
those nominees.
If not described below, any specific terms of the depositary
arrangement with respect to any securities to be represented by a registered
global security will be described in the prospectus supplement relating to those
securities. We anticipate that the following provisions will apply to all
depositary arrangements.
Ownership of beneficial interests in a registered global
security will be limited to persons, called participants, that have accounts
with the depositary or persons that may hold interests through participants.
Upon the issuance of a registered global security, the depositary will credit,
on its book-entry registration and transfer system, the participants accounts
with the respective principal or face amounts of the securities beneficially
owned by the participants. Any dealers, underwriters or agents participating in
the distribution of the securities will designate the accounts to be credited.
Ownership of beneficial interests in a registered global security will be shown
on, and the transfer of ownership interests will be effected only through,
records maintained by the depositary, with respect to interests of participants,
and on the records of participants, with respect to interests of persons holding
through participants. The laws of some states may require that some purchasers
of securities take physical delivery of these securities in definitive form.
These laws may impair your ability to own, transfer or pledge beneficial
interests in registered global securities.
So long as the depositary, or its nominee, is the registered
owner of a registered global security, that depositary or its nominee, as the
case may be, will be considered the sole owner or holder of the securities
represented by the registered global security for all purposes under the
applicable indenture, warrant agreement or unit agreement. Except as described
below, owners of beneficial interests in a registered global security will not
be entitled to have the securities represented by the registered global security
registered in their names, will not receive or be entitled to receive physical
delivery of the securities in definitive form and will not be considered the
owners or holders of the securities under the applicable indenture, warrant
agreement or unit agreement. Accordingly, each person owning a beneficial
interest in a registered global security must rely on the procedures of the
depositary for that registered global security and, if that person is not a
participant, on the procedures of the participant through which the person owns
its interest, to exercise any rights of a holder under the applicable indenture,
warrant agreement or unit agreement. We understand that under existing industry
practices, if we request any action of holders or if an owner of a beneficial
interest in a registered global security desires to give or take any action that
a holder is entitled to give or take under the applicable indenture, warrant
agreement or unit agreement, the depositary for the registered global security
would authorize the participants holding the relevant beneficial interests to
give or take that action, and the participants would authorize beneficial owners
owning through them to give or take that action or would otherwise act upon the
instructions of beneficial owners holding through them.
Principal, premium, if any, and interest payments on debt
securities, and any payments to holders with respect to warrants or units,
represented by a registered global security registered in the name of a
depositary or its nominee will be made to the depositary or its nominee, as the
case may be, as the registered owner of the registered global security. None of
Net1, the trustees, the warrant agents, the unit agents or any other agent of
Net1, agent of the trustees or agent of the warrant agents or unit agents will
have any responsibility or liability for any aspect of the records relating to
payments made on account of beneficial ownership interests in the registered
global security or for maintaining, supervising or reviewing any records
relating to those beneficial ownership interests.
We expect that the depositary for any of the securities
represented by a registered global security, upon receipt of any payment of
principal, premium, interest or other distribution of underlying securities or
other property to holders on that registered global security, will immediately
credit participants accounts in amounts proportionate to their respective
beneficial interests in that registered global security as shown on the records of the depositary. We also
expect that payments by participants to owners of beneficial interests in a
registered global security held through participants will be governed by
standing customer instructions and customary practices, as is now the case with
the securities held for the accounts of customers in bearer form or registered
in street name, and will be the responsibility of those participants.
18
If the depositary for any of these securities represented by a
registered global security is at any time unwilling or unable to continue as
depositary or ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended (the Exchange Act), and a successor
depositary registered as a clearing agency under the Exchange Act is not
appointed by us within 90 days, we will issue securities in definitive form in
exchange for the registered global security that had been held by the
depositary. Any securities issued in definitive form in exchange for a
registered global security will be registered in the name or names that the
depositary gives to the relevant trustee, warrant agent, unit agent or other
relevant agent of ours or theirs. It is expected that the depositarys
instructions will be based upon directions received by the depositary from
participants with respect to ownership of beneficial interests in the registered
global security that had been held by the depositary.
19
PLAN OF DISTRIBUTION
We may sell or dispose of the securities in one or more of the
following ways (or in any combination) from time to time:
-
through underwriters or dealers;
-
directly to a limited number of purchasers or to a single purchaser
(including block transactions);
-
through agents; or
-
an offering of shares by way of a distribution to shareholders, partners or
members.
The prospectus supplement will state the terms of the offering
of the securities, including:
-
the name or names of any underwriters, dealers or agents;
-
the purchase price of such securities and the proceeds to be received by
us, if any;
-
any underwriting discounts or agency fees and other items constituting
underwriters or agents compensation;
-
any initial public offering price;
-
any discounts or concessions allowed or reallowed or paid to dealers; and
-
any securities exchanges on which the securities may be listed.
Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time.
If we use underwriters in the sale, the securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including:
-
negotiated transactions;
-
at a fixed public offering price or prices, which may be changed;
-
at market prices prevailing at the time of sale;
-
at prices related to prevailing market prices; or
-
at negotiated prices.
Unless otherwise stated in a prospectus supplement, the
obligations of the underwriters to purchase any securities will be conditioned
on customary closing conditions and the underwriters will be obligated to
purchase all of such series of securities, if any are purchased. We may sell the
securities through agents from time to time. The prospectus supplement will name
any agent involved in the offer or sale of the securities and any commissions we
pay to them. Generally, any agent will be acting on a best efforts basis for the
period of its appointment.
We may authorize underwriters, dealers or agents to solicit
offers by certain purchasers to purchase the securities from us at the public
offering price set forth in the prospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. The contracts will be subject only to those conditions set forth in the
prospectus supplement, and the prospectus supplement will set forth any
commissions we pay for solicitation of these contracts.
Underwriters and agents may be entitled under agreements
entered into with us for indemnification by us against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which the underwriters or agents may be required to
make. Underwriters and agents may be customers of, engage in transactions with,
or perform services for us and our affiliates in the ordinary course of
business.
20
Each series of securities will be a new issue of securities and
will have no established trading market other than the common stock which is
listed on Nasdaq in the United States and on the JSE in South Africa. Any
underwriters to whom securities are sold for public offering and sale may make a
market in the securities, but such underwriters will not be obligated to do so
and may discontinue any market making at any time without notice. The
securities, other than the common stock, may or may not be listed on a national
securities exchange.
21
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. The SEC maintains a website at
http://www.sec.gov that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC. Our
SEC filings are accessible through the internet at that website. Our reports on
Forms 10-K, 10-Q and 8-K, and amendments to those reports, are also available
for download, free of charge, as soon as reasonably practicable after these
reports are filed with the SEC, at our website at www.net1.com. The content of
our website is not a part of this prospectus.
INCORPORATION OF INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference the information
we file with it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, (i) after
the initial filing date of the registration statement of which this prospectus
forms a part and prior to the effectiveness of such registration statement and
(ii) after the date of this prospectus and prior to the termination of the
offering:
-
the Amended Annual Report;
-
Current Reports on Form 8-K filed on September 12, 2018, September 18,
2018, October 2, 2018, November 11, 2018 and November 14, 2018;
-
Definitive Proxy Statement on Schedule 14A filed with the SEC on October 5,
2018;
-
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
2018, filed on November 14, 2018; and
-
description of our common stock contained in Item 7 of Amendment No. 2 to
our Form 10-SB filed on October 26, 2000, including any amendment or report
filed with the SEC for the purpose of updating such description.
We will provide without charge to each person, including any
beneficial owner, to whom this prospectus is delivered, upon his or her written
or oral request, a copy of any or all documents referred to above which have
been or may be incorporated by reference into this prospectus but were not
delivered with this prospectus (excluding exhibits to those documents unless
they are specifically incorporated by reference into those documents). You can
request those documents from Mr. Herman G. Kotzé at President Place, 4th Floor,
Cnr. Jan Smuts Avenue and Bolton Road, Rosebank, Johannesburg, South Africa,
telephone (2711) 343-2000.
Information furnished under Items 2.02 or 7.01 (or
corresponding information furnished under Item 9.01 or included as an exhibit)
in any past or future Current Report on Form 8-K that we file with the SEC,
unless otherwise specified in such report, is not incorporated by reference in
this prospectus.
LEGAL MATTERS
DLA Piper LLP (US), New York, New York, will provide us with an
opinion as to certain legal matters in connection with the securities being
offered hereby.
EXPERTS
The consolidated financial statements incorporated in this
prospectus by reference from our Amended Annual Report, and the effectiveness of
our internal control over financial reporting have been audited by Deloitte
& Touche (South Africa), an independent registered public accounting firm,
as stated in their reports (which reports expresses an unqualified opinion on
the financial statements and includes an explanatory paragraph relating to the
restatement discussed in Note 1 and expresses an adverse opinion on the
effectiveness of internal control over financial reporting because of a material
weakness described in Managements Report on Internal Control over Financial
Reporting), which are incorporated herein by reference. Such consolidated
financial statements have been so incorporated in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.
22
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the expenses payable by us in
connection with the offerings of the securities described in this registration
statement being registered hereby.
SEC registration fee
|
$
|
42,420
|
|
Printing expenses
|
|
*
|
|
Legal fees and expenses
|
|
*
|
|
Accounting fees and expenses
|
|
*
|
|
Transfer agent and trustee fees and
expenses
|
|
*
|
|
Rating agency fees
|
|
*
|
|
Miscellaneous
|
|
*
|
|
|
|
|
|
Total
|
$
|
*
|
|
* Not presently known.
Item 15. Indemnification of Directors and Officers
Section 607.0850(1) of the Florida Business Corporation Act, or
FBCA, permits a Florida corporation to indemnify any person who was or is a
party to any third party proceeding by reason of the fact that such person is or
was a director, officer, employee or agent of the corporation (or is or was
serving at the request of the corporation), against liability incurred in
connection with such proceeding (including any appeal thereof) if he or she
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
Section 607.0850(2) of the FBCA permits a Florida corporation
to indemnify any person who may be a party to a derivative action if such person
acted in any of the capacities set forth in the immediately preceding paragraph,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expenses of litigating the proceeding
to conclusion, actually and reasonably incurred in connection with the defense
or settlement of such proceeding (including appeals), provided that the person
acted under the standards set forth in the immediately preceding paragraph.
However, no indemnification shall be made for any claim, issue or matter for
which such person is found to be liable unless, and only to the extent that, the
court determines that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which the court deems proper.
Section 607.0850(4) of the FBCA provides that any
indemnification made as set forth to the two immediately preceding paragraphs,
unless pursuant to a court determination, shall be made only after a
determination that the person to be indemnified has met the standard of conduct
described above. This determination is to be made by a majority vote of a quorum
consisting of the disinterested directors of the board of directors who were not
parties to such proceeding and, if such a quorum is not available, by duly
selected independent legal counsel, or by a majority vote of the disinterested
security holders. The board of directors may also designate a special committee
of disinterested directors to make this determination.
Section 607.0850(3), however, provides that a Florida
corporation must indemnify any director, or officer, employee or agent of a
corporation who has been successful in the defense of any proceeding referred to
in Sections 607.0850(1) or (2), or in the defense of any claim, issue or matter
therein, against expenses actually and reasonably incurred by him in connection
therewith.
Under the FBCA, expenses incurred by a director or officer in
defending a civil or criminal proceeding may be paid by the corporation in
advance of the final disposition thereof upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it is ultimately
determined that such director or officer is not entitled to indemnification
under Section 607.0850. Expenses incurred by other employees or agents in such a
proceeding may be paid in advance of final disposition thereof upon such terms
or conditions that the board of directors deems appropriate.
The FBCA further provides that the indemnification and
advancement of payment provisions contained therein are not exclusive and it
specifically empowers a corporation to make any other or further indemnification
or advancement of expenses under any bylaw, agreement, vote of security holders
or disinterested directors or otherwise, both for actions taken in an official
capacity and for actions taken in other capacities while holding an office.
However, a corporation cannot indemnify or advance expenses if a judgment or
other final adjudication establishes that the actions of the director or officer
were material to the adjudicated cause of action and the director or officer (a) violated criminal law, unless the director or
officer had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful, (b) derived an improper
personal benefit from a transaction, (c) was or is a director in a circumstance
where the liability under Section 607.0834 (relating to unlawful distributions)
applies, or (d) engages in willful misconduct or conscious disregard for the
best interests of the corporation in a proceeding by or in right of the
corporation to procure a judgment in its favor or in a proceeding by or in right
of a shareholder.
23
Our amended and restated by-laws provide that we have the power
to indemnify any current or former director, officer, employee or agent against
any liability arising from any action or suit to the fullest extent permitted by
law. Advances against expenses may be made under our bylaws and any other
indemnification agreement into which we may enter and the indemnity coverage
provided thereunder may include liabilities under the federal securities laws as
well as in other contexts. Our by-laws also permit us to purchase and maintain
insurance on behalf of any current or former director, officer, employee or
agent for any liability incurred by any of them in connection with, or arising
out of, their actions in their capacity as our director, officer, employee or
agent. Our by-laws also provide that any repeal or modification of the
indemnification provisions of the by-laws shall not adversely affect any right
or protection of any person in respect of any act or omission occurring prior to
the time of such repeal or modification.
Reference is made to Article VI of our by-laws incorporated
hereto by reference.
We have entered into indemnification agreements with all of our
non-employee directors and our Chief Executive Officer and Chief Financial
Officer. In general, these agreements provide that we will indemnify the
director or officer to the fullest extent permitted by law for claims arising in
his or her capacity as a director or officer of our company or in connection
with their service at our request for another corporation or entity. The
indemnification agreements also provide for procedures that will apply in the
event that a director or officer makes a claim for indemnification.
Item 16. Exhibits
A list of exhibits filed herewith is contained in the exhibit
index that immediately precedes such exhibits and is incorporated herein by
reference.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities and Exchange
Commission (the Commission) pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the Calculation of Registration
Fee table in the effective registration statement; and
(iii) to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement;
provided, however
, that paragraphs (1)(i), (1)(ii) and
(1)(iii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act, that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
24
(4) That, for the purpose of determining liability under the
Securities Act, to any purchaser:
(A) Each prospectus filed by the
registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(B) Each prospectus required to be
filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii) or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act, shall be deemed to be part of and
included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any person that
is at that date an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the
registration statement to which the prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective date; or
(5) That, for the purpose of determining liability of the
undersigned registrant under the Securities Act, to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a
primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any preliminary prospectus or
prospectus of the undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned registrant
or used or referred to by the undersigned registrant;
(iii) The portion of any other free
writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
(iv) Any other communication that is an
offer in the offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability under the
Securities Act, each filing of the registrants annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plans annual report pursuant to Section 15(d) of the
Exchange Act), that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(7) Insofar as indemnification for liabilities arising under
the Securities Act, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act, and will be governed by the final adjudication of such issue.
(8) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act of 1939, as amended (the Trust Indenture Act), in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Trust Indenture Act.
25
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Johannesburg, South Africa on the 7th day of December, 2018.
|
NET 1 UEPS
TECHNOLOGIES, INC.
|
|
|
|
|
By:
|
/s/
Herman G. Kotzé
|
|
|
Name: Herman G. Kotzé
|
|
|
Title: Chief Executive Officer and Director
|
KNOW ALL PERSONS BY THESE PRESENTS, that each of the
individuals whose signature appears below constitutes and appoints Herman G.
Kotzé and Alex M.R. Smith as the undersigneds true and lawful attorneys-in-fact
and agents, with full and several power of substitution, for the undersigned and
in the undersigneds name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement and any registration statement filed pursuant to Rule
462(b) under the Securities Act, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons on behalf of the
registrant and in the capacities indicated and on the dates indicated below.
|
/s/
Herman G. Kotzé
|
|
Name: Herman G. Kotzé
|
|
Title: Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
|
Date: December 7, 2018
|
|
|
|
/s/
Alex M.R. Smith
|
|
Name: Alex M.R. Smith
|
|
Title: Chief Financial Officer, Treasurer,
|
|
Secretary and Director (Principal
|
|
Financial and Accounting Officer)
|
|
Date: December 7, 2018
|
|
|
|
/s/
Christopher S. Seabrooke
|
|
Name: Christopher S. Seabrooke
|
|
Title: Chairman of the Board and Director
|
|
Date: December 7, 2018
|
|
|
|
/s/
Paul Edwards
|
|
Name: Paul Edwards
|
|
Title: Director
|
|
Date: December 7, 2018
|
|
|
|
/s/
Alfred T. Mockett
|
|
Name: Alfred T. Mockett
|
|
Title: Director
|
|
Date: December 7, 2018
|
|
|
|
/s/
Alasdair J. K. Pein
|
|
Name: Alasdair J. K. Pein
|
|
Title: Director
|
|
Date: December 7, 2018
|
26
|
/s/
Ekta Singh-Bushell
|
|
Name: Ekta Singh-Bushell
|
|
Title: Director
|
|
Date: December 7, 2018
|
27
EXHIBIT INDEX
Exhibit No.
|
Description
|
1.1*
|
Form of Underwriting Agreement
|
3.1
|
Amended and Restated Articles of Incorporation of Net 1
UEPS Technologies, Inc. (incorporated by reference to Exhibit 3.1 to our
Form 8-K filed on December 1, 2008 (SEC File No. 000-31203))
|
3.2
|
Amended and Restated By-Laws of Net 1 UEPS Technologies,
Inc. (as amended through November 2009) (incorporated by reference to
Exhibit 3.2 to our Form 8- K filed on November 5, 2009 (SEC File No.
000-31203))
|
4.1
|
Form of Senior Debt Indenture between Net 1 UEPS
Technologies, Inc. and Wells Fargo Bank, National Association, as Trustee
(incorporated by reference to Exhibit 4.1 of our registration statement on
Form S-3 filed with the Securities and Exchange Commission on November 17,
2015 (File No. 333-208065))
|
4.2
|
Form of Subordinated Debt Indenture between Net 1 UEPS
Technologies, Inc. and Wells Fargo Bank, National Association, as Trustee
(incorporated by reference to Exhibit 4.2 of our registration statement on
Form S-3 filed with the Securities and Exchange Commission on November 17,
2015 (File No. 333-208065))
|
4.3
|
Form of common stock certificate (incorporated by
reference to Exhibit 4.1 of Amendment No. 1 to our registration statement
on Form S-1 filed with the Securities and Exchange Commission on June 20,
2005 (File No. 333-125273))
|
4.4*
|
Form of Senior Note
|
4.5*
|
Form of Subordinated Note
|
4.6*
|
Form of Warrant Agreement
|
4.7*
|
Form of Unit Agreement
|
5.1
|
Opinion of DLA Piper LLP (US)
|
23.1
|
Consent of Deloitte & Touche (South Africa)
|
23.2
|
Consent of DLA Piper LLP (US) (included in exhibit 5.1)
|
24.1
|
Power of Attorney (included on the signature pages
hereto)
|
25.1
|
Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, of Wells Fargo Bank, National
Association with respect to the form of Senior Debt Indenture
|
25.2
|
Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, of Wells Fargo Bank, National
Association with respect to the form of Subordinated Debt Indenture
|
__________________
* To be filed by amendment or as an
exhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange
Act.
28
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