Net 1 UEPS Technologies Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01. Entry Into a Material Definitive Agreement.
On November 29, 2022, Lesaka Technologies, Inc. ("Lesaka"), through its indirect South African subsidiary Cash Connect Capital Proprietary Limited ("CCC"), entered into a Revolving Credit Facility Agreement (the "Loan Document") with FirstRand Bank Limited (acting through its Rand Merchant Bank division) ("RMB" or the "Lenders") and other Lesaka subsidiaries within the Connect Group of companies listed therein, as guarantors. The transaction closed on December 1, 2022.
The Loan Document contains customary covenants that require CCC and K2020 Connect Proprietary Limited ("K2020"), an indirect South African subsidiary of Lesaka performing similar business activities as CCC, to collectively maintain a specified capital adequacy ratio, restrict the ability of the entities to make certain distributions with respect to their capital stock, encumber their assets, incur additional indebtedness, make investments, engage in certain business combinations and engage in other corporate activities.
Pursuant to the Loan Document, CCC may borrow up to an aggregate of ZAR 300.0 million ("Revolving Credit Facility") for the sole purposes of funding CCC's consumer lending business, providing a limited recourse loan to K2020, settling up to ZAR 35.0 million related to an intercompany loan to CCC's direct parent, and paying the structuring and execution fee and legal costs. The Revolving Credit Facility replaces K2020’s existing lending arrangement and increases the borrowings available to facilitate further growth of the business.
Interest on the Revolving Credit Facility is payable on the last business day of each calendar month and is based on the South Africa prime rate in effect from time to time plus a margin of 0.95% per annum. The prime rate was 10.50% on November 29, 2022.
CCC paid the non-refundable structuring and execution fee of ZAR 1.7 million, including value added taxation, to the Lenders on closing.
On November 29, 2022, the USD/ZAR exchange rate was $1: ZAR 17.02.
The foregoing description of the Loan Document does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | |
| No. | Description |
| 10.1 | Revolving Credit Facility Agreement, dated November 29, 2022, between Cash Connect Capital Proprietary Limited, the Parties Listed in Part I of Schedule 1 (the Original Guarantors) and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as Lender). |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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: December 5, 2022 | By: | /s/ Naeem E. Kola |
| Name: | Naeem E. Kola | |
| Title: | Group Chief Financial Officer | |