Lesaka Technologies Files 8-K: Material Agreement & Exhibits

TL;DR

Lesaka Tech signed a big deal, filed exhibits. Watch this space.

AI Summary

Lesaka Technologies, Inc. filed an 8-K on May 7, 2024, reporting the entry into a material definitive agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company was formerly known as NET 1 UEPS TECHNOLOGIES INC.

Why It Matters

This filing indicates a significant new agreement for Lesaka Technologies, which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Lesaka Technologies, Inc. (company) — Registrant
• NET 1 UEPS TECHNOLOGIES INC (company) — Former company name
• May 7, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $12.5 m — eration Shares") and a ZAR 232 million ($12.5 million, translated at the prevailing rat
• $1 — n, translated at the prevailing rate of $1: ZAR 18.5 as of May 7, 2024) payment in
• $85.9 million — ement as an amount of ZAR 1.59 billion ($85.9 million), less the ZAR 232 million cash payment
• $4.25 — payment, implying a value per share of $4.25 ((ZAR 1.59 billion – ZAR 0.232 billion)
• $14.0 million — regate amount equal to ZAR 285,772,238 ($14.0 million) (the "Replacement Cash Component"); or
• $9.6 million — ty claim is limited to ZAR 178,500,000 ($9.6 million) (other than a claim in respect of any
• $7.3 million — ty claim is limited to ZAR 135,000,000 ($7.3 million) (other than a Sellers' claim in respec
• $1.6 million — aim would have exceeded ZAR 30,000,000 ($1.6 million). Lesaka has agreed to file a resale

Filing Documents

• form8k.htm (8-K) — 30KB
• exhibit2-1.htm (EX-2.1) — 498KB
• exhibit99-1.htm (EX-99.1) — 16KB
• exhibit2-1xu001.jpg (GRAPHIC) — 5KB
• exhibit2-1xu002.jpg (GRAPHIC) — 2KB
• 0001062993-24-009516.txt ( ) — 872KB
• lsak-20240507.xsd (EX-101.SCH) — 4KB
• lsak-20240507_cal.xml (EX-101.CAL) — 1KB
• lsak-20240507_def.xml (EX-101.DEF) — 22KB
• lsak-20240507_lab.xml (EX-101.LAB) — 45KB
• lsak-20240507_pre.xml (EX-101.PRE) — 24KB
• form8k_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Sale of Shares Agreement On May 7, 2024, Lesaka Technologies, Inc. ("Lesaka"), entered into a Sale and Purchase Agreement (the "Sale Agreement") with Lesaka Technologies Proprietary Limited ("Lesaka SA"), and the Sellers (as defined in the Sale Agreement). Pursuant to the Sale Agreement and subject to its terms and conditions, Lesaka, through its subsidiary, Lesaka SA, agreed to acquire, and the Sellers agreed to sell, all of the outstanding equity interests and certain claims in the Adumo (RF) Proprietary Limited ("Adumo"). The purchase consideration will be settled through the combination of an issuance of 17,279,803 shares of Lesaka's common stock (the "Consideration Shares") and a ZAR 232 million ($12.5 million, translated at the prevailing rate of $1: ZAR 18.5 as of May 7, 2024) payment in cash. The number of shares to be issued was calculated based on the Base Purchase Consideration, which is defined in the Sale Agreement as an amount of ZAR 1.59 billion ($85.9 million), less the ZAR 232 million cash payment, implying a value per share of $4.25 ((ZAR 1.59 billion – ZAR 0.232 billion)/ 17,279,803 / ZAR 18.5 ) The Sale Agreement includes customary covenants from the Sellers, including (i) to conduct the business in the ordinary course during the period between the execution of the Sale Agreement and the closing of the transactions contemplated thereby, and (ii) not to engage in certain kinds of transactions during such period. The closing of the transaction is subject to customary closing conditions, including (i) approval from the competition authorities of South Africa and Namibia; (ii) exchange control approval from the financial surveillance department of the South African Reserve Bank; (iii) Lesaka obtaining confirmation from FirstRand Bank Limited (acting through its Rand Merchant Bank division) ("RMB") that it has sufficient funds to settle the cash portion of the purchase consideration; (iv) a

01 Other Events

Item 7.01 Other Events. Attached as Exhibit 99.1 to this report is a press release dated May 7, 2024 issued by Lesaka announcing entry into the Sale Agreement referred to in Item 1.01. The information provided pursuant to this Item 7.01 is "furnished" and shall not be deemed to be "filed" with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings Cautionary Statement Concerning Forward-Looking Statements Certain of the matters discussed in this communication constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. The forward-looking statements include, among other things, statements regarding the intent, belief or expectations of the Company and can be identified by the use of words such as "may," "will," "should," "would," "will be," "will continue," "will likely result," "believe," "project," "expect," "anticipate," "intend," "estimate" and other comparable terms. These forward-looking statements include statements about future financial and operating results; benefits of the transaction to shareholders, employees and other stakeholders; potential synergies; the ability of the combined company to drive growth and expand customer relationships; the financing of the transaction and other statements regarding the transaction. Lesaka's expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those expected, including but not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the sale and purchase agreement

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibits Description 2.1 Sale and Purchase Agreement, dated May 7, 2024, between Lesaka Technologies Proprietary Limited; Lesaka Technologies, Inc. and the parties listed in Annexure A. 99.1 Press Release, dated May 7, 2024, issued by Lesaka Technologies, Inc. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

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. LESAKA TECHNOLOGIES, INC. Date: May 7, 2024 By: /s/ Naeem E. Kola Name: Naeem E. Kola Title: Group Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR