PROSPECTUS
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Filed Pursuant to Rule 424(b)(3)
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Registration No. 333-211968
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9,984,311 Shares of Common Stock
The selling shareholders named in this prospectus may offer and
sell up to an aggregate of 9,984,311 shares of our common stock, par value
$0.001 per share, from time to time in one or more offerings. The registration
of the offer and sale of the securities covered by this prospectus does not
necessarily mean that any of the securities will be offered or sold by the
selling shareholders. For information on the selling shareholders, please see
the section entitled Selling Shareholders beginning on page 9 of this
prospectus.
This prospectus provides you with a general description of the
shares of common stock. We will not receive any proceeds from the sale of shares
of our common stock by the selling shareholders. We will bear all other costs,
fees and expenses incurred in effecting the registration of the shares covered
by this prospectus.
The selling shareholders may from time to time offer and sell
the common stock described in this prospectus and any prospectus supplement to
or through one or more underwriters, dealers and agents, or directly to
purchasers, and in one or more public or private transactions, on or off the
NASDAQ Global Select Market, or through a combination of these methods, at fixed
prices, prevailing market prices, at prices related to prevailing market prices
or at negotiated prices. See Plan of Distribution.
If any underwriters, dealers or agents are involved in the sale
of any shares of common stock, to the extent required by law, we intend to file
a prospectus supplement setting forth their names and any applicable purchase
price, fee, commission or discount arrangement between or among them. See the
sections of this prospectus entitled About this Prospectus and Plan of
Distribution for more information.
Investing in shares of our common stock involves risks that
are referenced under the caption Risk Factors on page 5 of this prospectus and
any similar section in any applicable prospectus supplement, free writing
prospectus or documents incorporated by reference into this prospectus. You
should read these documents carefully before you invest.
Our common stock is currently listed on The Nasdaq Global
Select Market under the symbol UEPS. On October 2, 2017, the last reported
sale price of our common stock was $9.68 per share.
Neither the U.S. 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 October 2, 2017.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a
registration statement on Form S-3 that we filed with the U.S. Securities and
Exchange Commission, or the SEC, utilizing a shelf registration process under
the U.S. Securities Act of 1933, as amended, or the Securities Act. Under this
shelf registration process, the selling shareholders may offer and sell, from
time to time, up to an aggregate of 9,984,311 shares of our common stock. This
prospectus provides you with a general description of the shares of common stock
the selling shareholders may offer and sell. If any underwriters, dealers or
agents are involved in the sale of any shares of common stock, to the extent
required by law, we intend to file a prospectus supplement setting forth their
names and any applicable purchase price, fee, commission or discount arrangement
between or among them. Each time the selling shareholders offer and sell shares
of common stock under this shelf registration, we will, to the extent required
by law, provide a prospectus supplement that will contain specific information
about the securities being offered and sold and the specific 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,
any 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.
Neither we, nor the selling
shareholders, have authorized any underwriter, dealer, agent 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.
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, and selling shareholders
and selling shareholder refer to one or more of International Finance
Corporation, IFC African, Latin American and Caribbean Fund, LP, IFC Financial
Institutions Growth Fund, LP, and Africa Capitalization Fund, Ltd.
1
SUMMARY
The Company
We are a leading provider of
payment solutions, transaction processing services and financial technology
across multiple industries and in a number of emerging and developed economies.
We have developed and market a
comprehensive transaction processing solution that encompasses our smart
card-based alternative payment system for the unbanked and under-banked
populations of developing economies and for mobile transaction channels. Our
market-leading system can enable the billions of people globally who generally
have limited or no access to a bank account to enter affordably into electronic
transactions with each other, government agencies, employers, merchants and
other financial service providers. Our universal electronic payment system, or
UEPS, and UEPS/EMV derivative discussed below, uses biometrically secure smart
cards that operate in real-time but offline, unlike traditional payment systems
offered by major banking institutions that require immediate access through a
communications network to a centralized computer. This offline capability means
that users of our system can conduct transactions at any time with other card
holders in even the most remote areas so long as a smart card reader, which is
often portable and battery powered, is available. Our off-line systems also
offer the highest level of availability and affordability by removing any
elements that are costly and are prone to outages. Our latest version of the
UEPS technology has been certified by the EuroPay, MasterCard and Visa global
standard, or EMV, which facilitates our traditionally 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 social welfare
grant customers. 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.
We also provide secure financial
technology solutions and services, by offering transaction processing, financial
and clinical risk management solutions to various industries. We have extensive
expertise in secure online transaction processing, cryptography, mobile
telephony, integrated circuit card (chip/smart card) technologies, and the
design and provision of financial and value-added services to our cardholder
base.
Our technology is widely used in
South Africa today, where we distribute pension and welfare payments, using our
UEPS/EMV technology, to over ten million recipient cardholders across the entire
country, process debit and credit card payment transactions on behalf of a wide
range of retailers through our EasyPay system, process value-added services such
as bill payments and prepaid airtime and electricity for the major bill issuers
and local councils in South Africa, and provide mobile telephone top-up
transactions for all of the South African mobile carriers. We are the largest
provider of third-party and associated payroll payments in South Africa through
our FIHRST service. We provide financial inclusion services such as microloans,
insurance, mobile transacting and prepaid utilities to our cardholder base.
In addition, through KSNET, we
are one of the top three value-added network, or VAN, processors in South Korea,
and we offer card processing, payment gateway and banking value-added services
in that country. We also offer issuing and acquiring capabilities through
Transact24 in Hong Kong. Our Masterpayment subsidiary in Germany provides value
added payment services to online retailers across Europe. Our XeoHealth service
provides funders and providers of healthcare in the United States with
an on-line real-time management system for healthcare transactions.
2
Our Net1 Solutions business unit
is responsible for the worldwide technical development and commercialization of
our array of web and mobile applications and payment technologies, such as MVC,
Chip and GSM licensing and VTU, and has deployed solutions in many countries,
including South Africa, Namibia, Nigeria, Malawi, Cameroon, the Philippines,
India and Colombia.
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, South Africa. Our phone number is (2711) 343-2000.
3
The Offering
Common stock outstanding before the offering
(1)
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56,927,696 shares of our common stock.
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Common stock offered by selling shareholders
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Up to an aggregate of 9,984,311 shares of our common
stock.
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Common stock to be outstanding after the offering
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56,927,696 shares of our common stock.
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Use of proceeds
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We will not receive any proceeds from the sale of shares
of our common stock by the selling shareholders. See Use of Proceeds.
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Nasdaq Global Select Market Symbol
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UEPS
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Risk Factors
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Please read the section of this prospectus entitled Risk
Factors for additional information regarding factors you should carefully
consider before investing in shares of our common stock.
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_________________
(1) Based on the
number of shares outstanding as of September 22, 2017.
4
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 shares, you should
carefully consider the specific factors set forth under the caption Risk
Factors in any applicable prospectus supplement and in our periodic reports
filed with the SEC that are incorporated by reference herein (including the Risk Factors section of our
Annual Report on Form 10-K for the fiscal year ended June 30, 2017 and of other
reports we file with the SEC after the date of this prospectus that will be
incorporated by reference into this prospectus) together with all of the other
information appearing in this prospectus, in any applicable prospectus
supplement or incorporated by reference into this prospectus in light of your
particular investment objectives and financial circumstances.
5
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 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:
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our ability to reduce our dependence on our
SASSA contract and address any consequences associated with its expected
expiration;
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our ability to communicate persuasively that
our business practices comply with South African law and are fair to the
customers who purchase our financial services products;
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our ability to successfully expand our product
and service offerings, both in South Africa and internationally,
especially our mobile offerings and our financial inclusion offerings in
South Africa;
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our ability to achieve the expected benefits
from our recent Cell C and DNI investments;
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our ability to identify suitable acquisition
candidates, complete acquisitions and successfully integrate the acquired
businesses;
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our ability to compete successfully with other
companies that offer smart card and mobile-based technologies, financial
inclusion services and payment processing services;
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our ability to successfully leverage the
investment in our company by the International Finance Corporation and the
funds managed by IFC Asset Management Company, the selling shareholders
hereunder;
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our ability to attract and retain skilled
technical and sales employees and senior management;
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changes in South African government regulations
that may affect our financial inclusion and other offerings;
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our ability to achieve applicable broad-based
black economic empowerment objectives; and
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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.
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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 our Annual Report on Form 10-K for the fiscal year ended June 30,
2017 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.
7
USE OF PROCEEDS
We will not receive any proceeds
from the sale of shares of our common stock by the selling shareholders. Such
selling shareholders will receive all of the net proceeds from their sale of
shares of our common stock. The selling shareholders will pay any underwriting
discounts, selling commissions and stock transfer taxes applicable to the sale
of shares of common stock. We will bear all other costs, fees and expenses
incurred in effecting the registration of the shares covered by this prospectus,
including the fees and expenses of one counsel representing the group of selling
shareholders identified herein.
8
SELLING SHAREHOLDERS
On April 11, 2016, we entered
into a subscription agreement with the selling shareholders named below, or the
Subscription Agreement, pursuant to which, on May 11, 2016, we sold to the
selling shareholders in a private placement an aggregate of 9,984,311
newly-issued shares of our common stock at a purchase price of $10.79 per share.
We also entered into a Policy Agreement with the selling shareholders, or the
Policy Agreement, that became effective on May 11, 2016. Under the Policy
Agreement, we agreed to grant certain registration rights to the selling
shareholders for the resale of their shares of the common stock, including
filing a resale shelf registration statement and taking certain actions to
facilitate resales thereunder. Subject to the terms and conditions of the Policy
Agreement, the selling shareholders also have the right to nominate one member
or appoint one observer to our board of directors, the right to put their shares
back to us, and preemptive rights. The terms and conditions of the Subscription
Agreement and the Policy Agreement are more fully described in our Current
Report on Form 8-K filed with the SEC on April 12, 2016, which is incorporated
by reference into this prospectus.
This prospectus covers the sale
or other disposition by the selling shareholders of up to the total number of
shares of our common stock held by the selling shareholders, including those
issued pursuant to the Subscription Agreement.
We have agreed with the selling
shareholders to keep the registration statement, of which this prospectus
constitutes a part, effective with respect to their shares until the shares
covered by this prospectus (1) have been disposed of pursuant to and in
accordance with this prospectus, (2) have been disposed of pursuant to and in
accordance with Rule 144 under the Securities Act, (3) become eligible for sale
pursuant to Rule 144 under the Securities Act without volume or manner-of-sale
restrictions and without the requirement for us to be in compliance with the
current public information requirement under Rule 144(c)(1) under the Securities
Act, (4) are otherwise transferred, or (5) have ceased to be outstanding.
Information concerning the
selling shareholders may change from time to time, and any changed information
will be set forth if and when required in prospectus supplements or other
appropriate forms permitted to be used by the SEC. Except as otherwise disclosed
herein, none of the selling shareholders has had any material relationship
within the past three years with our company or any of its predecessors or, to
our knowledge, our affiliates. To our knowledge, none of the selling
shareholders is a broker-dealer or is affiliated with a broker-dealer.
The selling shareholders have
sole voting and investment power with respect to their shares of common stock.
All of the information contained in the table below is based solely upon
information provided to us by the selling shareholders or otherwise known by us.
The following table sets forth,
for each of the selling shareholders to the extent known by us, the number of
shares of our common stock beneficially owned, the number of shares of our
common stock offered hereby, and the number of shares and percentage of
outstanding common stock to be owned after completion of this offering, assuming
all shares offered hereby are sold.
For the purposes of the following
table, the number of shares of our common stock beneficially owned has been
determined in accordance with Rule 13d-3 under the U.S. Securities Exchange Act
of 1934, as amended, or the Exchange Act, and such information is not
necessarily indicative of beneficial ownership for any other purpose. Under Rule
13d-3, beneficial ownership includes any shares as to which a selling
shareholder has sole or shared voting power or investment power and also any
shares which that selling shareholder has the right to acquire within 60 days of
September 22, 2017. The number of shares outstanding and the percentages of
beneficial ownership are based on 56,927,696 shares of our common stock issued
and outstanding as of September 22, 2017.
9
The number of shares in the
column Number of Shares Offered represents all of the shares that a selling
shareholder may offer under this prospectus. The selling shareholders may sell
some, all or none of their shares. We do not know how long the selling
shareholders will hold the shares before selling them, and we currently have no
agreements, arrangements or understandings with the selling shareholders
regarding the sale or other disposition of any of the shares. The shares covered
hereby may be offered from time to time by the selling shareholders.
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Number of
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Shares
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Number of
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Beneficially
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Shares
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% of Common
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Owned Prior
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Number of
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Beneficially
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Stock
Beneficially
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to the
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Shares
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Owned After
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Owned After the
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Name of Selling Shareholder
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Offering
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Offered
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the Offering
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Offering
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International Finance Corporation
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2,781,615
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2,781,615
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IFC African, Latin American and Caribbean
Fund, LP
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2,781,615
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2,781,615
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IFC Financial Institutions Growth Fund, LP
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2,318,012
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2,318,012
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-
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Africa Capitalization Fund, Ltd.
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2,103,069
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2,103,069
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TOTAL:
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9,984,311
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9,984,311
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10
PLAN OF DISTRIBUTION
The selling shareholders may,
from time to time, sell, transfer or otherwise dispose of any or all of their
respective shares of common stock on any stock exchange, market or trading
facility on which the shares are traded or in private transactions. These
dispositions may be at fixed prices, at prevailing market prices at the time of
sale, at prices related to the prevailing market price, at varying prices
determined at the time of sale or at negotiated prices. The selling shareholders
may use any one or more of the following methods when selling shares or
interests therein:
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ordinary brokerage transactions and
transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will
attempt to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction;
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underwritten public offerings;
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purchases by a broker-dealer as principal and
resale by the broker-dealer for its account;
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an exchange or market distribution in
accordance with the rules of the applicable exchange or market;
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privately negotiated transactions;
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settlement of short sales;
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broker-dealers may agree with the selling
shareholders to sell a specified number of such shares at a stipulated
price per share;
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through options, swaps or derivatives;
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a combination of any such methods of
disposition; and
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any other method permitted pursuant to
applicable law.
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The selling shareholders also may
resell all or a portion of the shares in open market transactions in reliance
upon Rule 144 under the Securities Act, provided they meet the criteria and
conform to the requirements of Rule 144.
Broker-dealers engaged by the
selling shareholders may arrange for other brokers-dealers to participate in
sales. Broker-dealers may receive commissions or discounts from the selling
shareholders (or, if any broker-dealer acts as agent for the purchaser of
shares, from the purchaser) in amounts to be negotiated. The selling
shareholders do not expect these commissions and discounts to exceed what is
customary in the types of transactions involved.
Upon our being notified in
writing by a selling shareholder that any material arrangement has been entered
into with a broker-dealer for the sale of the shares through a block trade,
special offering, exchange distribution or secondary distribution or a purchase
by a broker or dealer, we will file a supplement to this prospectus, if
required, pursuant to Rule 424(b) under the Securities Act, disclosing any
required information.
The selling shareholders and any
other persons participating in the sale or distribution of the shares offered
under this prospectus will be subject to applicable provisions of the Exchange
Act, and the rules and regulations under that act, including Regulation M. These
provisions may restrict activities of, and limit the timing of purchases and
sales of any of the shares by, the selling shareholders or any other person.
Furthermore, under Regulation M, persons engaged in a distribution of securities
are prohibited from simultaneously engaging in market making and other
activities with respect to those securities for a specified period of time prior
to the commencement of such distributions, subject to specified exceptions or
exemptions. All of these limitations may affect the marketability of the
shares.
11
The selling shareholders will pay
any underwriting discounts, selling commissions and stock transfer taxes
applicable to the sale of shares of common stock. We will bear all other costs,
fees and expenses incurred in effecting the registration of the shares covered
by this prospectus, including the fees and expenses of one counsel representing
the group of selling shareholders identified herein. We have agreed to indemnify
the selling shareholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act or otherwise.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and
current reports, proxy statements and other information with the SEC. You may
read and copy any document we file with the SEC at the SECs public reference
room at 100 F Street NE, Room 1580, Washington, D.C. 20549. You may obtain
information on the operation of the SECs public reference facilities by calling
the SEC at 1-800-SEC-0330. You can request copies of these documents, upon
payment of a duplicating fee, by writing to the SEC at its principal office at
100 F Street NE, Room 1580, Washington, D.C. 20549-1004. The SEC maintains a
website at 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.
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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:
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Annual Report on Form 10-K for the fiscal year
ended June 30, 2017, filed with the SEC on August 24, 2017;
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Current Report on Form 8-K filed with the SEC
on August 29, 2017;
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Definitive Proxy Statement on Schedule 14A
filed with the SEC on September 29, 2017; and
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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.
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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.
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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 Net 1 UEPS
Technologies, Inc.s Annual Report on Form 10-K and the related financial
statement schedules, and the effectiveness of Net 1 UEPS Technologies, Inc.s
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 are incorporated by reference. Such financial
statements and financial statement schedules are included in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.
15
9,984,311
Shares of
Common Stock
PROSPECTUS
October 2, 2017
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