Lesaka Technologies Files 8-K on Agreements, Acquisitions, and Equity Sales

TL;DR

Lesaka Tech (formerly Net 1) filed an 8-K on 9/30 for new deals, acquisitions, debt, and stock sales.

AI Summary

On September 30, 2024, Lesaka Technologies, Inc. (formerly Net 1 UEPS Technologies Inc.) filed an 8-K detailing several material events. These include entering into a definitive agreement, completing an acquisition, creating a direct financial obligation, and reporting unregistered sales of equity securities. The company is involved in depository banking services.

Why It Matters

This filing indicates significant corporate actions, including potential new financial obligations and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves multiple material events including acquisitions and financial obligations, which inherently carry business and financial risks.

Key Players & Entities

• Lesaka Technologies, Inc. (company) — Registrant
• Net 1 UEPS Technologies Inc. (company) — Former company name
• September 30, 2024 (date) — Date of earliest event reported
• 000-31203 (other) — SEC File Number

FAQ

Key Financial Figures

• $1 — 30, 2024, the USD/ZAR exchange rate was $1: ZAR 17.18. The Facility has been used

Filing Documents

• form8k.htm (8-K) — 22KB
• exhibit2-2.htm (EX-2.2) — 66KB
• exhibit10-1.htm (EX-10.1) — 26KB
• exhibit10-2.htm (EX-10.2) — 51KB
• exhibit99-1.htm (EX-99.1) — 11KB
• exhibit2-2xu001.jpg (GRAPHIC) — 2KB
• exhibit2-2xu002.jpg (GRAPHIC) — 2KB
• exhibit2-2xu004.jpg (GRAPHIC) — 4KB
• exhibit10-1x001.jpg (GRAPHIC) — 3KB
• exhibit10-1xu001.jpg (GRAPHIC) — 4KB
• 0001062993-24-017188.txt ( ) — 443KB
• lsak-20240930.xsd (EX-101.SCH) — 4KB
• lsak-20240930_cal.xml (EX-101.CAL) — 1KB
• lsak-20240930_def.xml (EX-101.DEF) — 22KB
• lsak-20240930_lab.xml (EX-101.LAB) — 45KB
• lsak-20240930_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. On May 7, 2024, Lesaka Technologies, Inc. ("Lesaka" or the "Company") entered into a Sale and Purchase Agreement (the "Purchase Agreement") with Lesaka Technologies (Proprietary) Limited ("Lesaka SA"), and Crossfin Apis Transactional Solutions (Pty) Ltd and Adumo ESS (Pty) Ltd ("the Sellers"). Pursuant to the Purchase 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 "Acquisition"). On October 1, 2024, the parties signed an addendum to the Purchase Agreement (the "First Addendum") under which allows the Sellers (and/or Sellers' Nominees) to sell certain shares acquired in the Acquisition to various parties, including Lesaka SA. The foregoing descriptions of the Purchase Agreement and the First Addendum contained herein do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and the First Addendum, which are attached hereto as Exhibit 2.1 and 2.2, respectively. ZAR 665.0 million bridge facility and Share Purchase Agreement On September 30, 2024, Lesaka Technologies, Inc. ("Lesaka"), through Lesaka Technologies Proprietary Limited ("Lesaka SA"), entered into an Facility Letter (the "F2024 Facility Letter") with FirstRand Bank Limited (acting through its Rand Merchant Bank division) ("RMB") to provided Lesaka SA a ZAR 665.0 million funding facility (the "Facility"). On September 30, 2024, the USD/ZAR exchange rate was $1: ZAR 17.18. The Facility has been used by Lesaka SA to (i) settle an amount of ZAR 232,158,422 due to the Sellers; (ii) pay Crossfin Holdings Proprietary Limited ("Crossfin Holdings") ZAR 207,232,238 under a share purchase agreement ("Share Purchase Agreement") concluded between Lesaka SA and Crossfin Holdings; (iii) pay an amount of ZAR

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On October 1, 2024, all conditions related to the Acquisition were fulfilled and the transaction closed. The purchase consideration was settled through the combination of an issuance of 17,279,803 shares of the Company's common stock and a ZAR 232,158,422 million payment in cash. A copy of the press release issued on October 2, 2024, announcing the closing of the acquisition is attached hereto as Exhibit 99.1. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 of this Form 8-K is incorporated by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. Pursuant to the Purchase Agreement, the Company issued 17,279,803 shares of common stock to the former equity holders of Adumo in accordance with the terms and conditions set forth in the Purchase Agreement. The nature of the transaction and the nature and amount of consideration received by Adumo's equity holders are described in Item 2.01 of this Current Report on Form 8-K, which is incorporated by reference into this Item 3.02.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. 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, incorporated by reference to Exhibit 2.1 of Lesaka Technologies, Inc.'s Current Report on Form 8-K, filed on May 7, 2024 2.2 First Addendum to Sale and Purchase Agreement, dated October 1, 2024, between Lesaka Technologies Proprietary Limited; Lesaka Technologies, Inc. and the parties listed in Annexure A 10.1 Facility Letter dated September 30, 2024 between Lesaka Technologies (Proprietary) Limited and FirstRand Bank Limited (acting through its Rand Merchant Bank division) 10.2 Sale of Shares Agreement dated October 1, 2024, between Lesaka Technologies Proprietary Limited and Crossfin Holdings Proprietary Limited 99.1 Press Release, dated October 2, 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: October 2, 2024 By: /s/ Dan L. Smith Name: Dan L. Smith Title: Group Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR