If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d -1(e), 240.13d -1(f) or
240.13d -1(g), check the following box. [ ]
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1
|
NAME OF REPORTING PERSONS.
|
|
|
|
International Finance Corporation (IFC)**
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|
(a) [X] (b) [ ]
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
International Organization Established by
Agreement of Member Countries
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
|
|
|
|
2,781,615
|
8
|
SHARED VOTING POWER
|
|
|
|
0
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
2,781,615
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,781,615
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
5.00% based on 55,620,746 shares
outstanding (45,636,435 outstanding as of May 4, 2016 plus 9,984,311
shares issued on May 11, 2016, including the shares issued to IFC)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
** IFC is an international organization established by
Articles of Agreement among its member countries, including the United States,
and as such, enjoys certain immunities, privileges and exemptions, including the
freedom of all of its property and assets from restrictions, regulations,
controls and moratoria of any nature. The voluntary provision by IFC of the
following information does not in any way constitute or imply a waiver,
termination or modification by IFC of any privilege, immunity or exemption of
IFC granted in the Articles of Agreement establishing IFC, international
conventions, or applicable law.
1
|
NAME OF REPORTING PERSONS.
|
|
|
|
IFC African, Latin American and Caribbean Fund, LP (ALAC)
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|
(a) [X] (b) [ ]
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United Kingdom
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
8
|
SHARED VOTING POWER
|
|
|
|
2,781,615
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,781,615
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,781,615
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
5.00% based on 55,620,746 shares
outstanding (45,636,435 outstanding as of May 4, 2016 plus 9,984,311
shares issued on May 11, 2016, including the shares issued to ALAC)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
1
|
NAME OF REPORTING PERSONS.
|
|
|
|
IFC African, Latin American and Caribbean Fund (GP) LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|
(a) [X] (b) [ ]
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|
|
|
|
|
|
[ ]
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
8
|
SHARED VOTING POWER
|
|
|
|
2,781,615
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,781,615
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,781,615
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
5.00% based on 55,620,746 shares
outstanding (45,636,435 outstanding as of May 4, 2016 plus 9,984,311
shares issued on May 11, 2016, including the shares issued to ALAC)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
1
|
NAME OF REPORTING PERSONS.
|
|
|
|
IFC Financial Institutions Growth Fund, LP (FIG)
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|
(a) [X] (b) [ ]
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United Kingdom
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
8
|
SHARED VOTING POWER
|
|
|
|
2,318,012
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,318,012
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,318,012
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
4.17% based on 55,620,746 shares
outstanding (45,636,435 outstanding as of May 4, 2016 plus 9,984,311
shares issued on May 11, 2016, including the shares issued to FIG)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
1
|
NAME OF REPORTING PERSONS.
|
|
|
|
IFC FIG Fund (GP), LLP
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|
(a) [X] (b) [ ]
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|
|
|
|
|
|
[ ]
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United Kingdom
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
8
|
SHARED VOTING POWER
|
|
|
|
2,318,012
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,318,012
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,318,012
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
4.17% based on 55,620,746 shares
outstanding (45,636,435 outstanding as of May 4, 2016 plus 9,984,311
shares issued on May 11, 2016, including the shares issued to FIG)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
1
|
NAME OF REPORTING PERSONS.
|
|
|
|
Africa Capitalization Fund Ltd. (AFCAP)
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|
(a) [X] (b) [ ]
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|
|
|
|
|
|
[ ]
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Mauritius
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
|
|
|
|
2,103,069
|
8
|
SHARED VOTING POWER
|
|
|
|
0
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
2,103,069
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,103,069
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
[ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
3.78% based on 55,620,746 shares
outstanding (45,636,435 outstanding as of May 4, 2016 plus 9,984,311
shares issued on May 11, 2016, including the shares issued to AFCAP)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
Item 1.
|
Security and Issuer.
|
The class of securities to which this Schedule 13D relates is
the common stock, $0.001 par value (
Common Stock
), of Net 1 UEPS
Technologies, Inc. (the
Issuer
). The principal executive offices of the
Issuer are at President Place, 4
th
Floor, Cnr. Jan Smuts Avenue and
Bolton Road, Rosebank, Johannesburg 2196, South Africa.
Item 2.
|
Identity and Background.
|
This Schedule 13D is being filed by: (i) International Finance
Corporation (
IFC
); (ii) IFC African, Latin American and Caribbean Fund,
LP (
ALAC
); (iii) IFC African, Latin American and Caribbean Fund (GP)
LLC (
ALAC GP
); (iv) IFC Financial Institutions Growth Fund, LP
(
FIG
); (v) IFC FIG Fund (GP), LLP (
FIG GP
); and (vi) Africa
Capitalization Fund Ltd. (
AFCAP
and together with IFC, ALAC, ALAC GP,
FIG and FIG GP, the
Reporting Persons
).
The principal business addresses of each of IFC, ALAC, ALAC GP,
FIG, FIG GP and AFCAP is 2121 Pennsylvania Avenue, Washington, D.C. 20433.
IFC, an International Organization Established by Agreement of
Member Countries and a member of the World Bank Group, is the largest global
development institution focused on the private sector in emerging markets. Each
of ALAC, a United Kingdom limited partnership, FIG, a United Kingdom limited
partnership, and AFCAP, a Mauritius limited company, is primarily engaged in the
business of investing in securities. ALAC GP, a Delaware limited liability
company, is primarily engaged in the business of serving as the general partner
of ALAC. FIG GP, a United Kingdom limited liability partnership, is primarily
engaged in the business of serving as the general partner of FIG. Each of ALAC,
FIG and AFCAP are funds managed by IFC Asset Management Company LLC, a
wholly-owned subsidiary of IFC, that invests third party capital in conjunction
with IFC investments.
The name, citizenship, position and business address for each
director, executive officer, general partner or controlling member of each of
IFC, ALAC, ALAC GP, FIG, FIG GP and AFCAP is set forth on Appendix A hereto.
During the last five years, none of the Reporting Persons, or
any person named in Appendix A attached hereto, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), nor have any
of such persons been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3.
|
Source and Amount of Funds or Other
Consideration.
|
The 2,781,615 shares of Common Stock purchased by IFC, having
an aggregate purchase price of $29,999,995.94, were purchased with internal
funds.
The 2,781,615 shares of Common Stock purchased by ALAC, having
an aggregate purchase price of $29,999,995.94, were purchased with investment
funds managed by ALAC.
The 2,318,012 shares of Common Stock purchased by FIG, having
an aggregate purchase price of $24,999,991.22, were purchased with investment
funds managed by FIG.
The 2,103,069 shares of Common Stock purchased by AFCAP, having
an aggregate purchase price of $22,681,809.47, were purchased with investment
funds managed by AFCAP.
Item 4.
|
Purpose of Transaction.
|
The information set forth or incorporated in Items 3 and 6
hereof are incorporated herein by reference.
The Reporting Persons acquired beneficial ownership of the
shares of Common Stock of the Issuer reported herein for investment purposes
because they believed the Common Stock represented an attractive investment
opportunity. The Reporting Persons intend to engage management of the Issuer
(
Management
) and the board of directors of the Issuer (the
Board
) in discussions regarding opportunities to expand the Issuers business.
The Reporting Persons intend to review their investments in the
Issuer on a continuing basis. Depending on various factors, including, without
limitation, the Issuers financial position and strategic direction, actions
taken by the Board, price levels of the Common Stock, other investment
opportunities available to the Reporting Persons, concentration of positions in
the portfolios managed by certain of the Reporting Persons, market conditions
and general economic and industry conditions, the Reporting Persons may take
such actions with respect to their investments in the Issuer as they deem
appropriate, including, without limitation, purchasing additional shares of
Common Stock or other financial instruments related to the Issuer or selling
some or all of their shares of Common Stock and/or otherwise changing their
intention with respect to any and all matters referred to in Item 4 of Schedule
13D.
Item 5.
|
Interest in Securities of the Issuer.
|
|
a)
|
The aggregate percentage of Common Stock reported to be
beneficially owned by the Reporting Persons is based upon 55,620,746
shares outstanding (45,636,435 outstanding as of May 4, 2016, as reported
in the Issuers Quarterly Report on Form 10-Q for the quarter ended March
31, 2016, plus the 9,984,311 shares issued on May 11, 2016 by the Issuer
to the Reporting Persons.
|
|
|
|
|
b)
|
The aggregate number and percentage of the shares of
Common Stock beneficially owned by each Reporting Person and, for each
Reporting Person, the number of shares of Common Stock as to which there
is sole power to vote or to direct the vote, shared power to vote or to
direct the vote, sole power to dispose or to direct the disposition, or
shared power to dispose or to direct the disposition are set forth on rows
7 through 11 and row 13 of the cover pages of this Schedule 13D and are
incorporated herein by reference.
|
|
|
|
|
|
None of the individuals identified on Annex A owns any
shares of Common Stock.
|
|
|
|
|
c)
|
The following table sets forth all transactions with
respect to the Common Stock effected during the past 60 days by any of the
Reporting Persons. All such shares were purchased from the Issuer on May
11, 2016 at a price of $10.781 per share of Common
Stock.
|
Name of Reporting Person
|
Number of Shares Purchased
|
Aggregate Purchase Price
|
International Finance Corporation
|
2,781,615
|
$29,999,994.94
|
IFC African, Latin American and Caribbean Fund, LP
|
2,781,615
|
$29,999,994.94
|
IFC Financial Institutions Growth Fund, LP
|
2,318,012
|
$24,999,991.22
|
Africa Capitalization Fund Ltd.
|
2,103,069
|
$22,681,809.47
|
|
d)
|
No person (other than the Reporting Persons) is known to
have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Stock.
|
|
|
|
|
e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
|
IFC, ALAC, FIG, AFCAP (collectively, the
Investors
)
and the Issuer entered into a Subscription Agreement, dated as of April 11,
2016, pursuant to which IFC, ALAC, FIG and AFCAP purchased the shares of Common
Stock reported in Item 5(c) above.
IFC, ALAC, FIG, AFCAP and the Issuer entered into a Policy
Agreement, dated as of April 11, 2016 that became effective on May 11, 2016 upon
the closing of the purchase of shares under the Subscription Agreement. The
material terms of the Policy Agreement are as follows:
Board Rights
. For so long as the Investors in aggregate
beneficially own shares representing at least 5% of the Issuers Common Stock,
the Investors will have the right to nominate one director to the Issuers board
of directors. For so long as the Investors in aggregate beneficially own shares
representing at least 2.5% of the Issuers Common Stock, the Investors will have
the right to appoint an observer to the Issuers board of directors at any time
when they have not designated, or do not have the right to designate, a
director.
Registration Rights
. The Company has granted certain
registration rights to the Investors for the resale of their shares of Common
Stock, including filing a resale shelf registration statement and taking certain
actions to facilitate resales thereunder.
Put Option
. Each Investor has the right, upon the
occurrence of specified triggering events, to require the Issuer to repurchase
all of the shares of its Common Stock purchased by the Investors pursuant to the
Subscription Agreement (or upon exercise of their preemptive rights discussed
below). Events triggering this put right relate to (1) the Issuer being the
subject of a governmental complaint alleging, a court judgment finding or an
indictment alleging that the Issuer (a) engaged in specified corrupt,
fraudulent, coercive, collusive or obstructive practices; (b) entered into
transactions with targets of economic sanctions; or (c) failed to operate its
business in compliance with anti-money laundering and anti-terrorism laws; or
(2) the Issuer rejecting a bona fide offer to acquire all of its outstanding
Common Stock at a time when it has in place or implements a shareholder rights
plan, or adopting a shareholder rights plan triggered by a beneficial ownership
threshold of less than 20%. The put price per share will be the higher of the
price per share paid by the Investors pursuant to the Subscription Agreement (or
paid when exercising their preemptive rights) and the volume weighted average
price per share prevailing for the 60 trading days preceding the triggering
event, except that with respect a put right triggered by rejection of a bona
fide offer, the put price per share will be the highest price offered by the
offeror.
Preemptive Rights
. For so long as the Investors hold in
aggregate 5% of the outstanding shares of Common Stock, each Investor will have
the right to purchase its pro-rata share of new issuances of securities by the
Issuer, subject to certain exceptions.
The foregoing descriptions of the Subscription Agreement and
the Policy Agreement, and the transactions contemplated thereby, do not purport
to be complete and are qualified in their entirety by reference to the full text
of such agreements, which are incorporated herein by reference to Exhibits 10.31
and 10.32, respectively, to the Issuers Current Report on Form 8-K filed April
12, 2016.
Item 7.
|
Items to be Filed as Exhibits.
|
Exhibit 1
-
|
Joint Filing Agreement of the Reporting Persons.
|
|
|
Exhibit 2
-
|
Subscription Agreement, dated as of May 11, 2016, by and
among the Issuers and the Investors (incorporated by reference to Exhibit
10.31 to the Issuers Current Report on Form 8-K filed April 12, 2016).
|
|
|
Exhibit 3
-
|
Policy Agreement, dated as of May 11, 2016, by and among
the Issuers and the Investors (incorporated by reference to Exhibit 10.32
to the Issuers Current Report on Form 8-K filed April 12, 2016).
|
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: May 24, 2016
|
|
|
International Finance Corporation
|
|
|
|
By:
/s/ Andi Dervishi
|
|
Name: Andi Dervishi
|
|
Title: Head, Fintech
|
|
|
|
IFC African, Latin America and Caribbean
Fund, LP
|
|
By: IFC African, Latin America and Caribbean
Fund (GP) LLC
|
|
By: IFC Asset Management Company, LLC, its
designated member
|
|
By:
/s/ Colin Curvey
|
|
Name: Colin Curvey
|
|
Title: Co-Head, ALAC
|
|
|
|
IFC African, Latin America and Caribbean
Fund (GP) LLC
|
|
By: IFC Asset Management Company, LLC, its
designated member
|
|
By:
/s/ Colin Curvey
|
|
Name: Colin Curvey
|
|
Title: Co-Head, ALAC
|
|
|
|
IFC Financial Institutions Growth Fund,
LP
|
|
By: IFC FIG (GP), LLP
|
|
By: IFC Asset Management Company, LLC, its
designated member
|
|
By:
/s/ Timothy M. Krause
|
|
Name: Timothy M. Krause
|
|
Title: Director
|
|
|
|
IFC FIG (GP), LLP
|
|
By: IFC Asset Management Company, LLC, its
designated member
|
|
By:
/s/ Timothy M. Krause
|
|
Name: Timothy M. Krause
|
|
Title: Director
|
|
|
|
Africa Capitalization Fund Ltd.
|
|
|
|
By:
/s/ Ruth E. Horowitz
|
|
Name: Ruth E. Horowitz
|
|
Title: Director
|
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representatives authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
Appendix A
DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING
PERSONS
The following sets forth the name, citizenship, principal
occupation and business address for each director, executive officer and general
partner or controlling member of each of ALAC, ALAC GP, FIG, FIG GP and AFCAP.
International Finance Corporation
Name
|
Citizenship
|
Position
|
Business Address
|
Dr. Jim Yong Kim
|
American
|
President of the
|
2121 Pennsylvania Avenue
|
|
|
World Bank Group
|
Washington, D.C. 20433
|
|
|
and Chairman of the
|
|
|
|
Board of Executive
|
|
|
|
Directors
|
|
Philippe Le Houérou
|
French
|
Executive Vice
|
2121 Pennsylvania Avenue
|
|
|
President and Chief
|
Washington, D.C. 20433
|
|
|
Executive Officer of
|
|
|
|
the International
|
|
|
|
Finance Corporation
|
|
Hervé de Villeroché
|
France
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Patrizio Pagano
|
Italy
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Subhash Chandra Garg
|
India
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Merza Hasan (Dean)
|
Kuwait
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
RionaldSilaban
|
Indonesia
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Masahiro Kan
|
Japan
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Gwen Hines
|
United Kingdom
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Nasir Mahmood Khosa
|
Pakistan
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Jose A. Rojas R.
|
Venezuela, RB
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Frank Heemskerk
|
Netherlands
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Ursula Müller
|
Germany
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Jörg Frieden
|
Switzerland
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Louis Rene Peter Larose
|
Seychelles
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Franciscus Godts
|
Belgium
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Shixin Chen
|
China
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Alister Smith
|
Canada
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Satu Santala
|
Finland
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Ana Dias Lourenco
|
Angola
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Khalid Alkhudairy
|
Saudi Arabia
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Sung-Soo Eun
|
Korea, Rep.
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Alex Foxley
|
Chile
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Antonio Silveira
|
Brazil
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Mohamed Sikieh Kayad
|
Djibouti
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Andrei Lushin
|
Russian Federation
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Matthew McGuire
|
United States
|
Executive Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
IFC African, Latin American and Caribbean Fund, LP
Name
|
Jurisdiction/Citizenship
|
Position
|
Business Address
|
IFC African, Latin
|
Delaware
|
General Partner
|
2711 Centerville Road, Suite
|
America and Caribbean
|
|
|
400, Wilmington, DE 19808
|
Fund (GP) LLC
|
|
|
|
IFC African, Latin
|
United Kingdom
|
Alternate General
|
International Finance
|
American and Caribbean
|
|
Partner
|
Corporation, 12
th
Floor,
|
(Alternate GP) LLP
|
|
|
Millbank Tower, 21-24
|
|
|
|
Millbank, London SW1P 4QP,
|
|
|
|
United Kingdom
|
IFC African, Latin America and Caribbean Fund (GP) LLC
Name
|
Jurisdiction/Citizenship
|
Position
|
Business Address
|
IFC Asset Management
|
Delaware
|
Sole Member
|
2121 Pennsylvania Avenue
|
Company, LLC
|
|
|
Washington, D.C. 20433
|
|
|
|
|
Gavin ER Wilson
|
United Kingdom
|
Director of IFC Asset
|
2121 Pennsylvania Avenue
|
|
|
Management Co. LLC
|
Washington, D.C. 20433
|
Philippe Le Hou
é
rou
|
France
|
Director of IFC Asset
|
2121 Pennsylvania Avenue
|
|
|
Management Co. LLC
|
Washington, D.C. 20433
|
Guy de Chazal
|
United States
|
Director of IFC Asset
|
2121 Pennsylvania Avenue
|
|
|
Management Co. LLC
|
Washington, D.C. 20433
|
Robert Pozen
|
United States
|
Director of IFC Asset
|
2121 Pennsylvania Avenue
|
|
|
Management Co. LLC
|
Washington, D.C. 20433
|
IFC Financial Institutions Growth Fund, LP
Name
|
Citizenship
|
Position
|
Business Address
|
IFC FIG (GP), LLP
|
United Kingdom
|
General Partner
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
IFC FIG (GP), LLP
Name
|
Citizenship
|
Position
|
Business Address
|
IFC Asset Management
|
Delaware
|
Member
|
2121 Pennsylvania Avenue
|
Company, LLC
|
|
|
Washington, D.C. 20433
|
IFC FIG Fund (SLP), LLC
|
Delaware
|
Member
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Gavin ER Wilson
|
United Kingdom
|
Director of IFC Asset
|
2121 Pennsylvania Avenue
|
|
|
Management Co. LLC
|
Washington, D.C. 20433
|
Philippe Le Houérou
|
France
|
Director of IFC Asset
|
2121 Pennsylvania Avenue
|
|
|
Management Co. LLC
|
Washington, D.C. 20433
|
Guy de Chazal
|
United States
|
Director of IFC Asset
|
2121 Pennsylvania Avenue
|
|
|
Management Co. LLC
|
Washington, D.C. 20433
|
Robert Pozen
|
United States
|
Director of IFC Asset
|
2121 Pennsylvania Avenue
|
|
|
Management Co. LLC
|
Washington, D.C. 20433
|
Africa Capitalization Fund Ltd.
Name
|
Citizenship
|
Position
|
Business Address
|
IFC Asset Management
|
Delaware
|
Manager
|
2121 Pennsylvania Avenue
|
Company, LLC
|
|
|
Washington, D.C. 20433
|
Gavin ER Wilson
|
United Kingdom
|
Director of IFC Asset
|
2121 Pennsylvania Avenue
|
|
|
Management Co. LLC
|
Washington, D.C. 20433
|
Philippe Le Houérou
|
France
|
Director of IFC Asset
|
2121 Pennsylvania Avenue
|
|
|
Management Co. LLC
|
Washington, D.C. 20433
|
Guy de Chazal
|
United States
|
Director of IFC Asset
|
2121 Pennsylvania Avenue
|
|
|
Management Co. LLC
|
Washington, D.C. 20433
|
Robert Pozen
|
United States
|
Director of IFC Asset
|
2121 Pennsylvania Avenue
|
|
|
Management Co. LLC
|
Washington, D.C. 20433
|
Sheref Zurga,
|
Ethiopia
|
Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Ruth Horowitz
|
United States
|
Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Rooksana Shahabally
|
Mauritius
|
Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
Husayn Sassa
|
Mauritius
|
Director
|
2121 Pennsylvania Avenue
|
|
|
|
Washington, D.C. 20433
|
EXHIBIT INDEX
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(l) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the shares of Common Stock of Net 1 UEPS
Technologies, Inc. and further agree that this Joint Filing Agreement be
included as an Exhibit to such joint filings. In evidence thereof, the
undersigned, being duly authorized, have executed this Joint Filing Agreement
this 24
th
day of May, 2016.
|
International Finance Corporation
|
|
|
|
By:
/s/ Andi Dervishi
|
|
Name: Andi Dervishi
|
|
Title: Head, Fintech
|
|
|
|
IFC African, Latin America and Caribbean
Fund, LP
|
|
By: IFC African, Latin America and Caribbean
Fund (GP) LLC
|
|
By: IFC Asset Management Company, LLC, its
designated member
|
|
By:
/s/ Colin Curvey
|
|
Name: Colin Curvey
|
|
Title: Co-Head, ALAC
|
|
|
|
IFC African, Latin America and Caribbean
Fund (GP) LLC
|
|
By: IFC Asset Management Company, LLC, its
designated member
|
|
By:
/s/ Colin Curvey
|
|
Name: Colin Curvey
|
|
Title: Co-Head, ALAC
|
|
|
|
IFC Financial Institutions Growth Fund,
LP
|
|
By: IFC FIG (GP), LLP
|
|
By: IFC Asset Management Company, LLC, its
designated member
|
|
By:
/s/ Timothy M. Krause
|
|
Name: Timothy M. Krause
|
|
Title: Director
|
|
|
|
IFC FIG (GP), LLP
|
|
By: IFC Asset Management Company, LLC, its
designated member
|
|
By:
/s/ Timothy M. Krause
|
|
Name: Timothy M. Krause
|
|
Title: Director
|
|
|
|
Africa Capitalization Fund Ltd.
|
|
|
|
By:
/s/ Ruth E. Horowitz
|
|
Name: Ruth E. Horowitz
|
|
Title: Director
|