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Net1 extends Blue Label subscription date and amends related guarantee and stock purchase agreements
Net 1 UEPS Technologies, Inc.
Registered in the state of Florida, USA
(IRS Employer Identification No. 98-0171860)
Nasdaq share code: UEPS
JSE share code: NT1
ISIN: US64107N2062
(“Net1” or “the Company”)
Net1 extends Blue Label subscription date and amends related guarantee and stock
purchase agreements
Johannesburg, November 18, 2016 – Net1 (NasdaqGS: UEPS; JSE: NT1) today announced
that it has agreed with Blue Label Telecoms Limited (“Blue Label”) to extend the subscription
date for the Company's proposed investment in Blue Label. On November 16, 2016, Blue
Label’s shareholders voted in favour of placing approximately 118 million authorised but
unissued Blue Label shares under the control of Blue Label’s directors for the purpose of the
Net1 vendor consideration placement pursuant to Blue Label’s proposed investment in Cell C.
The Blue Label shareholders also approved the proposed acquisition of 45% of Cell C, subject
to the successful recapitalization of Cell C.
The parties agreed to extend the subscription date from November 17, 2016, to no later than
February 28, 2017, in order to afford Blue Label the necessarily flexibility to close its
proposed Cell C transaction. Blue Label and Cell C have agreed to extend their proposed
transaction date in order to provide Cell C the necessary time to further reduce and restructure
its borrowings to ZAR 6 billion from ZAR 8 billion previously. Blue Label and Cell C have
agreed February 28, 2017, as the latest date for the fulfilment or waiver, as the case may be, of
the final condition precedent to this proposed transaction.
The Company, Blue Label and FirstRand Bank Limited, acting through its Rand Merchant
Bank division (“RMB”) have agreed to amend the ZAR 2 billion guarantee issued by RMB in
favour of Blue Label by extending the expiry date to February 28, 2017. All other terms of the
loan facilities obtained from RMB in October 2016 remain the same.
The Company has also further amended its Stock Purchase Agreements with N2 Partners Ltd
and Draper Gain Investments Ltd to extend the purchase date to no later than February 28,
2017, in order to align closing with the Blue Label subscription transaction.
About Net1 (www.net1.com)
Net1 is a leading provider of alternative payment systems that leverage its Universal
Electronic Payment System (“UEPS”) or utilize its proprietary mobile technologies.
The Company operates market-leading payment processors in South Africa and the Republic
of Korea. Through Transact24, Net1 offers debit, credit and prepaid processing and issuing
services for Visa, MasterCard and ChinaUnionPay in China and other territories across Asia-
Pacific, Europe and Africa, and the United States. Through Masterpayment, Net1 provides
payment processing and enables working capital financing in Europe.
UEPS permits the Company to facilitate biometrically secure, real-time electronic transaction
processing to unbanked and under-banked populations of developing economies around the
world in an online or offline environment. Net1’s UEPS/EMV solution is interoperable with
global EMV standards that seamlessly enable access to all the UEPS functionality in a
traditional EMV environment. In addition to payments, UEPS can be used for banking,
healthcare management, payroll, remittances, voting and identification.
Net1’s mobile technologies include its proprietary mobile payments solution - MVC, which
offers secure mobile-based payments, as well as mobile banking and prepaid value-added
services in developed and emerging countries. The Company intends to deploy its varied
mobile solutions through its ZAZOO business unit, which is an aggregation of innovative
technology companies and is based in the United Kingdom.
Net1 has a primary listing on the NASDAQ and a secondary listing on the Johannesburg Stock
Exchange.
Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and
uncertainties. All statements, other than statements of historical fact, included in this press
release regarding strategy, future operations, future financial position, future revenues,
projected costs, prospects, plans and objectives of management are forward-looking
statements. The Company may not actually achieve the plans, intentions or expectations
disclosed in its forward-looking statements. Actual results or events could differ materially
from the plans, intentions and expectations disclosed in the forward-looking statements that
the Company makes. Factors that might cause such differences include, but are not limited to:
the equity placement not closing, or RMB failing to provide the loans or honour the guarantee;
and other factors, many of which are beyond the Company’s control; and other important
factors included in the Company’s reports filed with the Securities and Exchange
Commission, particularly in the “Risk Factors” section of the Company’s Annual Report on
Form 10-K for the fiscal year ended June 30, 2016, as such Risk Factors may be updated from
time to time in subsequent reports. The Company does not assume any obligation to update
any forward-looking statements, whether as a result of new information, future events or
otherwise.
Investor Relations Contact:
Dhruv Chopra
Head of Investor Relations
Phone: +1-917-767-6722
Email: dchopra@net1.com
Johannesburg
November 18, 2016
Financial Adviser and Transaction Sponsor:
Rand Merchant Bank, a division of FirstRand Bank Limited
Sponsor:
Deutsche Securities (SA) Proprietary Limited
Date: 18/11/2016 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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