Current Report Filing (8-k)
26 Juni 2017 - 10:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 26,
2017 (June 19, 2017)
NET 1 UEPS TECHNOLOGIES,
INC.
(Exact name of registrant as specified in its
charter)
Florida
|
000-31203
|
98-0171860
|
(State or other jurisdiction
|
(Commission
|
(IRS Employer
|
of incorporation)
|
File Number)
|
Identification No.)
|
President Place, 4
th
Floor, Cnr.
Jan Smuts Avenue and Bolton Road
Rosebank, Johannesburg, South
Africa
(Address of principal executive offices) (ZIP Code)
Registrants telephone number, including area code:
011-27-11-343-2000
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b -2 of this chapter). Emerging growth company [ ]
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 13(a) of the Exchange Act. [ ]
Item 1.01 Entry into a Material Definitive Agreement.
Investment in Cell C Proprietary Limited
On June 19, 2017, Net 1 UEPS Technologies, Inc. (the
Company), through one of its subsidiaries, Net1 Applied Technologies South
Africa Proprietary Limited (Net1 SA), entered into an Equity Implementation
Agreement (the Equity Implementation Agreement) with Cell C Proprietary
Limited (Cell C), a leading mobile provider in South Africa, 3C
Telecommunications Proprietary Limited, Cell Cs sole shareholder (3C), and
certain other Cell C stakeholders (the Other Parties). Pursuant to the Equity
Implementation Agreement, the parties thereto agreed to an implementation
framework for a number of transactions related to equity investments by Net1 SA
and the Other Parties in Cell C in connection with a restructuring of Cell Cs
equity and debt. The Equity Implementation Agreement provides for certain key
commercial and legal principles, terms and conditions which will be applicable
to the envisaged transactions.
On June 19, 2017, in connection with the Equity Implementation
Agreement, Net1 SA entered into a Subscription Agreement (the Subscription
Agreement) with Cell C. Pursuant to the Cell C Subscription Agreement, Net1 SA
will purchase, subject to the satisfaction of closing conditions, approximately
75,000,000 class A shares for an aggregate purchase price of ZAR2.0 billion
($155.3 million) in cash. The Company expects to fund the transaction through a
combination of cash resources and a debt facility from South African banks.
On June 19, 2017, in connection with its investment in Cell C,
Net1 SA entered into the Cell C Shareholders Agreements (the Shareholders
Agreement) with the Other Parties and Cell C to set the basis on which the
parties thereto will participate as shareholders of Cell C.
On June 19, 2017, the USD/ZAR exchange rate was $1.00/ZAR12.88.
The foregoing description of the Agreements are qualified in
their entirety by reference to the text of such agreements, which are filed as
Exhibits 10.67 - 10.69 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
|
|
No.
|
Description
|
|
|
10.67
|
Equity Implementation Agreement, dated as of June 19,
2017, by and among 3C Telecommunications Proprietary Limited, The Prepaid
Company Proprietary Limited, Net1 Applied Technologies South Africa
Proprietary Limited, the parties identified on Schedule 1.1.52 thereto,
Albanta Trading 109 Proprietary Limited, Cedar Cellular Investment 1 (RF)
Proprietary Limited, Magnolia Cellular Investment 2 (RF) Proprietary
Limited, Yellowwood Cellular Investment 3 (RF) Proprietary Limited, and
Cell C Proprietary Limited.
|
|
|
10.68
|
Subscription Agreement, dated as of June 19, 2017, by and
between Net1 Applied Technologies South Africa Proprietary Limited and
Cell C Proprietary Limited.
|
10.69
|
Cell C Shareholders Agreement, dated as of June 19, 2017,
by and between Albanta Trading 109 Proprietary Limited, the parties
identified on Schedule 1.1.55 thereto, The Prepaid Company Proprietary
Limited, Net1 Applied Technologies South Africa Proprietary Limited, Cedar
Cellular Investment 1 (RF) Proprietary Limited, Magnolia Cellular
Investment 2 (RF) Proprietary Limited, Yellowwood Cellular Investment 3
(RF) Proprietary Limited, and Cell C Proprietary
Limited
|
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
|
NET 1 UEPS TECHNOLOGIES, INC.
|
|
|
|
|
Date: June 26, 2017
|
By: /s/ Herman G. Kotzé
|
|
Name: Herman G. Kotzé
|
|
Title: Chief Executive Officer and
|
|
Chief Financial Officer
|
Net 1 Ueps Technologies (NASDAQ:UEPS)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Net 1 Ueps Technologies (NASDAQ:UEPS)
Historical Stock Chart
Von Jul 2023 bis Jul 2024