As filed with the Securities and Exchange Commission on
December 1, 2015
Registration No. 333-208065
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
_______________________________
Amendment No. 1
to
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________________
NET 1 UEPS TECHNOLOGIES,
INC.
(Exact name of registrant as specified in its
charter)
Florida |
98-0171860 |
(State or other jurisdiction of |
(I.R.S. Employer Identification No.) |
incorporation or organization) |
|
President Place, 4th Floor
Cnr. Jan Smuts Avenue
and Bolton Road
Rosebank, Johannesburg, South
Africa
(2711) 343-2000
(Address, including zip
code, and telephone number, including area code, of registrants principal
executive offices)
_______________________________
Serge C.P. Belamant
Chief Executive Officer
Net 1 UEPS Technologies,
Inc.
President Place, 4th Floor
Cnr. Jan Smuts Avenue and
Bolton Road
Rosebank, Johannesburg, South Africa
(2711)
343-2000
(Name, address, including zip code, and telephone
number including area code, of agent for service)
_______________________________
Copy
to:
Marjorie Sybul Adams, Esq.
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, NY 10020
Tel: (212) 335-4500
Fax: (212)
335-4501
_______________________________
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this registration
statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. [ ]
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] |
Accelerated filer [X] |
Non-accelerated filer [ ] |
Smaller reporting company [ ] |
|
|
(Do not check if a smaller reporting company) |
|
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered |
Amount to be
registered(1) |
Proposed maximum offering price
per unit(2) |
Proposed maximum aggregate
offering price |
Amount of registration
fee |
Primary Offering by Net 1 UEPS
Technologies, Inc. |
|
|
|
|
Common
Stock, par
value $0.001
per share |
|
|
|
|
Preferred
Stock, par
value $0.001
per share |
|
|
|
|
Debt
Securities |
|
|
|
|
Warrants
|
|
|
|
|
Units |
|
|
|
|
Total
for
Primary Offering
|
|
|
$500,000,000
|
$50,350(3)
|
(1) |
There are being registered hereunder such indeterminate
number of shares of common stock and preferred stock, such indeterminate
principal amount of debt securities, such indeterminate number of warrants
to purchase common stock, preferred stock or debt securities, and such
indeterminate number of units as shall have an aggregate initial offering
price not to exceed $500,000,000. If any debt securities are issued at an
original issue discount, then the offering price of such debt securities
shall be in such greater principal amount as shall result in an aggregate
offering price not to exceed $500,000,000. Any securities registered
hereunder may be sold separately or as units with the other securities
registered hereunder. The securities registered hereunder also include
such indeterminate number of shares of common stock and preferred stock
and amount of debt securities as may be issued upon conversion of or
exchange for preferred stock or debt securities that provide for
conversion or exchange, upon exercise of warrants or pursuant to the
antidilution provisions of any of such securities. In addition, pursuant
to Rule 416 under the Securities Act of 1933, as amended, the shares being
registered hereunder include such indeterminate number of shares of common
stock and preferred stock as may be issuable with respect to the shares
being registered hereunder as a result of stock splits, stock dividends or
similar transactions. |
(2) |
The proposed maximum offering price per unit of each
class of security registered hereunder will be determined from time to
time in connection with, and at the time of, the issuance of the
securities and is not specified as to each class of security pursuant to
General Instruction II.D. of Form S-3, as amended. |
(3) |
Calculated pursuant to Rule 457(o) under the Securities
Act of 1933, as amended, based on the proposed maximum aggregate offering
price of all securities being registered. Pursuant to Rule 457(p) under
the Securities Act of 1933, as amended, $63,855.25 of previously paid filing
fees have not been used with respect to certain securities that were
previously registered on Form S-3 (Registration No. 333-180059) initially
filed with the Securities and Exchange Commission by Net 1 UEPS
Technologies, Inc. on March 13, 2012 and amended on March 23, 2012. Such
securities remain unsold and the filing fee therefor is hereby offset
against the currently due filing fee. As a result, no fee is being paid in
connection with this filing. |
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, as amended, or until the
registration statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is
not complete and may be changed or supplemented. We may not sell these
securities until the registration statement that we filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.
|
SUBJECT TO COMPLETION,
DATED DECEMBER 1, 2015
PROSPECTUS
$500,000,000
Common Stock, Preferred Stock, Debt
Securities,
Warrants and Units
This prospectus covers our offer and sale from
time to time of any combination of common stock, preferred stock, debt
securities, warrants or units described in this prospectus in one or more
offerings. This prospectus provides a general description of the securities we
may offer and sell. Each time we offer and sell securities we will provide
specific terms of the securities offered in a supplement to this prospectus. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read this prospectus and the applicable prospectus
supplement carefully before you invest in any securities. This prospectus may
not be used to consummate a sale of securities by us unless accompanied by the
applicable prospectus supplement. The aggregate offering price of all securities
sold by us under this prospectus may not exceed $500,000,000.
The
securities may be offered and sold by us to or through one or more underwriters,
dealers or agents or directly to purchasers on a continuous or delayed basis.
See Plan of Distribution.
Our
common stock is currently listed on The Nasdaq Global Select Market under the
symbol UEPS. On November 30, 2015, the last reported sale price of our common
stock was $15.13 per share. We may sell the shares of common stock through
underwriters, through dealers, directly to one or more institutional purchasers
or through agents.
Investing in our securities involves risks that are referenced under the caption
Risk Factors on page 4 of this prospectus. You should read this document and
any prospectus supplement carefully before you invest.
This prospectus will allow us to offer for sale securities over time. We will
provide a prospectus supplement each time we issue securities, which will inform
you about the specific terms of that offering. We may also authorize one or more
free writing prospectuses to be provided to you in connection with these
offerings. The prospectus supplement and any related free writing prospectus may
add, update or change information contained in this prospectus. You should
carefully read this prospectus, the applicable prospectus supplement and any
related free writing prospectus, as well as the documents incorporated by
reference before you invest in any of our securities. This prospectus may not be used to sell the
securities unless accompanied by a prospectus supplement.
Neither the 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
, 2015.
TABLE OF CONTENTS
_______________________
ABOUT THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with
the Securities and Exchange Commission, or the SEC, utilizing a shelf
registration process under the Securities Act of 1933, as amended (the
Securities Act). Under this shelf registration process, we may offer and sell,
from time to time, any combination of the securities described in this
prospectus in one or more offerings up to a total dollar amount of $500,000,000.
This prospectus provides you with a general description of the securities we may
offer and sell. Each time we sell securities under this shelf registration, we
will, to the extent required by law, provide a prospectus supplement that will
contain specific information about the 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, the 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.
We
have not authorized any dealer, salesman 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.
This
prospectus may not be used by us to consummate sales of our securities, unless
it is accompanied by a prospectus supplement. 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. References to
securities include any security that we might offer under this prospectus or
any prospectus supplement.
We
have filed or incorporated by reference exhibits to the registration statement
of which this prospectus forms a part. You should read the exhibits carefully
for provisions that may be important to you.
1
THE COMPANY
We
are a leading provider of payment solutions and transaction processing services
across multiple industries and in a number of emerging 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, 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 transaction 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 nine 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, mobile transacting and prepaid utilities
to our cardholder base.
Internationally,
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. 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
ZAZOO business unit is responsible for the worldwide technical development and
commercialization of our array of web and mobile applications and payment
technologies, such as Mobile Virtual Card, or MVC, Chip and GSM licensing and
Virtual Top Up, or 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
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
securities, you should carefully consider the specific factors set forth under
the caption Risk Factors in the applicable prospectus supplement and in our
periodic reports filed with the SEC that are incorporated by reference herein
(including the Risk Factors section beginning on page 13 of our Annual Report
on Form 10-K for the fiscal year ended June 30, 2015) together with all of the
other information appearing in this prospectus, in the applicable prospectus
supplement or incorporated by reference into this prospectus in light of your
particular investment objectives and financial circumstances.
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. Factors that might cause or contribute to
such differences include, but are not limited to, those discussed in Risk
Factors. 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.
4
USE OF PROCEEDS
Unless
otherwise indicated in a prospectus supplement, we anticipate that the net
proceeds from our sale of any securities will be used for general corporate
purposes, including working capital, acquisitions, retirement of debt and other
business opportunities.
5
RATIO OF EARNINGS TO FIXED CHARGES
The
following table sets forth our ratio of earnings to fixed charges for the
periods indicated.
|
Three Months Ended |
Fiscal Year Ended June
30, |
|
September 30, |
|
|
|
|
|
|
2015 |
2015 |
2014 |
2013 |
2012 |
2011 |
Ratio of earnings to fixed charges |
31.32 |
28.44 |
14.34 |
3.90 |
7.02 |
4.92 |
The
ratios of earnings to fixed charges were computed by dividing earnings by fixed
charges. For purposes of calculating the above ratios, earnings consist of net
income from continuing operations before income tax expense and fixed charges.
Fixed charges consist of interest expense (which includes interest on
indebtedness and amortization of debt expense) and the portion of rents that we
believe to be representative of the interest factor.
6
DESCRIPTION OF SECURITIES
This
prospectus contains a summary of the securities that Net1 may sell. These
summaries are not meant to be a complete description of each security. However,
this prospectus and the accompanying prospectus supplement contain the material
terms of the securities being offered.
DESCRIPTION OF CAPITAL STOCK
Our
authorized capital stock consists of 200,000,000 shares of common stock and
50,000,000 shares of preferred stock. As of November 27, 2015, 47,322,702 shares
of our common stock, par value $0.001 per share, and no shares of our preferred
stock, were outstanding.
Common Stock
The
issued and outstanding shares of common stock are, and the shares of common
stock that we may issue in the future will be, validly issued, fully paid and
nonassessable. Holders of our common stock are entitled to share equally, share
for share, if dividends are declared on our common stock, whether payable in
cash, property or our securities. The shares of common stock are not convertible
and the holders thereof have no preemptive or subscription rights to purchase
any of our securities. Upon liquidation, dissolution or winding up of our
company, the holders of common stock are entitled to share equally, share for
share, in our assets which are legally available for distribution, after payment
of all debts and other liabilities and subject to the prior rights of any
holders of any series of preferred stock then outstanding. Each outstanding
share of common stock is entitled to one vote on all matters submitted to a vote
of shareholders. There is no cumulative voting. Except as otherwise required by
law or our amended and restated articles of incorporation, the holders of common
stock vote together as a single class on all matters submitted to a vote of
shareholders.
Our
common stock is listed on The Nasdaq Global Select Market, or Nasdaq, in the
United States under the symbol UEPS and on the Johannesburg Stock Exchange in
South Africa under the symbol NT1. Nasdaq is our principal market for the
trading of our common stock.
Preferred Stock
We
may issue shares of preferred stock in series and may, at the time of issuance,
determine the designations, preferences, conversion rights, cumulative,
relative, participating optional or other rights, preferences and limitations of
each series. Satisfaction of any dividend preferences of outstanding shares of
preferred stock would reduce the amount of funds available for the payment of
dividends on shares of common stock. Holders of shares of preferred stock may be
entitled to receive a preference payment in the event of any liquidation,
dissolution or winding-up of our company before any payment is made to the
holders of shares of common stock. In some circumstances, the issuance of shares
of preferred stock may render more difficult or tend to discourage a merger,
tender offer or proxy contest, the assumption of control by a holder of a large
block of our securities or the removal of incumbent management. Upon the
affirmative vote of a majority of the total number of directors then in office,
our board of directors, without shareholder approval, may issue shares of
preferred stock with voting and conversion rights which could adversely affect
the holders of shares of common stock.
7
DESCRIPTION OF DEBT SECURITIES
The
debt securities will be our direct unsecured general obligations. The debt
securities will be either senior debt securities or subordinated debt
securities. The debt securities will be issued under one or more separate
indentures between us and Wells Fargo Bank, National Association, as trustee.
Senior debt securities will be issued under a senior indenture, which we refer
to as the senior indenture. Subordinated debt securities will be issued under a
subordinated indenture, which we refer to as the subordinated indenture.
Together the senior indenture and the subordinated indenture are called the
indentures.
We
have summarized select portions of the material provisions of the indentures
below. The summary is not complete. The forms of the indentures have been filed
as exhibits to the registration statement of which this prospectus forms a part,
and you should read the indentures for provisions that may be important to you.
We will indicate in the applicable prospectus supplement any material variation
from the expected terms of the indentures described below.
General
The
debt securities will be our direct unsecured general obligations. The senior
debt securities will rank equally with all of our other senior and
unsubordinated debt. The subordinated debt securities will have a junior
position to all of our senior debt.
Because
we are a holding company that conducts all of its operations through
subsidiaries, holders of the debt securities will have a junior position to
claims of creditors of our subsidiaries, including trade creditors, debtholders,
secured creditors, taxing authorities, guarantee holders and any preferred
shareholders, except to the extent that the debt securities are guaranteed by
one or more subsidiary guarantees.
The
provisions of each indenture allow us to reopen a previous issue of a series
of debt securities and issue additional debt securities of that series.
A
prospectus supplement relating to any series of debt securities being offered
will include specific terms relating to the offering. The terms will be
established in an officers certificate or a supplemental indenture. The
officers certificate or supplemental indenture will be signed at the time of
issuance and will contain important information. The officers certificate or
supplemental indenture will be filed as an exhibit to a Current Report on Form
8-K of Net1, which will be publicly available. The officers certificate or
supplemental indenture will include some or all of the following terms for a
particular series of debt securities:
-
the title of the securities and any applicable CUSIP and/or ISIN numbers;
-
any limit on the amount that may be issued;
-
whether or not the debt securities will be issued in global form and who
the depositary will be;
8
-
the maturity date(s);
-
the interest rate or the method of computing the interest rate;
-
the date or dates from which interest will accrue, or how such date or
dates will be determined, and the interest payment date or dates and any
related record dates;
-
the place(s) where payments will be made;
-
Net1s right, if any, to defer payment of interest and the maximum length
of any deferral period;
-
the terms and conditions on which the debt securities may be redeemed at
the option of Net1;
-
the date(s), if any, on which, and the price(s) at which Net1 is obligated
to redeem, or at the holders option to purchase, such series of debt
securities and other related terms and provisions;
-
any provisions granting special rights to holders when a specified event
occurs;
-
any changes to or additional events of default or covenants;
-
any special tax implications of the debt securities;
-
the denominations in which the debt securities will be issued, if other
than denominations of $1,000 and whole multiples of $1,000;
-
the subordination terms of any subordinated debt securities; and
-
any other terms that are not inconsistent with the indenture.
Fixed Rate Debt Securities
Each
fixed rate debt security will mature on the date specified in the applicable
prospectus supplement. Each fixed rate debt security will bear interest from the
date of issuance at the annual rate stated on its face until the principal is
paid or made available for payment. Interest on fixed rate debt securities will
be computed on the basis of a 360-day year of twelve 30-day months. Interest on
fixed rate debt securities will accrue from and including the most recent
interest payment date in respect of which interest has been paid or duly
provided for, or, if no interest has been paid or duly provided for, from and
including the issue date or any other date specified in a prospectus supplement
on which interest begins to accrue. Interest will accrue to but excluding the
next interest payment date, or, if earlier, the date of maturity or earlier
redemption or repayment, as the case may be.
Payments
of interest on fixed rate debt securities will be made on the interest payment
dates specified in the applicable prospectus supplement. However, if the first
interest payment date is less than 15 days after the date of issuance, interest
will not be paid on the first interest payment date, but will be paid on the
second interest payment date.
9
Unless
otherwise specified in the applicable prospectus supplement, if any scheduled
interest payment date, maturity date or date of redemption or repayment is not a
business day, then we may pay the applicable interest, principal and premium, if
any, on the next succeeding business day, and no additional interest will accrue
during the period from and after the scheduled interest payment date, maturity
date or date of redemption or repayment.
A
fixed rate debt security may pay a level amount in respect of both interest and
principal amortized over the life of the debt security. Payments of principal
and interest on amortizing debt securities will be made on the interest payment
dates specified in the applicable prospectus supplement, and at maturity or upon
any earlier redemption or repayment. Payments on amortizing debt securities will
be applied first to interest due and payable and then to the reduction of the
unpaid principal amount. We will provide to the original purchaser, and will
furnish to subsequent holders upon request to us, a table setting forth
repayment information for each amortizing debt security.
Floating Rate Debt Securities
Each
floating rate debt security will mature on the date specified in the applicable
prospectus supplement.
Unless
otherwise specified in the applicable prospectus supplement, each floating rate
debt security will bear interest at LIBOR plus a margin to be specified in the
applicable prospectus supplement. A floating rate debt security may also have
either or both of the following limitations on the interest rate:
-
a maximum limitation, or ceiling, on the rate of interest which may accrue
during any interest period, which we refer to as the maximum interest rate;
and/or
-
a minimum limitation, or floor, on the rate of interest that may accrue
during any interest period, which we refer to as the minimum interest rate.
Any
applicable maximum interest rate or minimum interest rate will be set forth in
the applicable prospectus supplement.
Interest
on floating rate debt securities will accrue from and including the most recent
interest payment date to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided for, from and including the issue
date or any other date specified in a prospectus supplement on which interest
begins to accrue. Interest will accrue to but excluding the next interest
payment date, or, if earlier, the date on which the principal has been paid or
duly made available for payment, except as described below.
The
interest rate in effect from the date of issue to the first interest reset date
for a floating rate debt security will be the initial interest rate specified in
the applicable prospectus supplement. We refer to this rate as the initial
interest rate. The interest rate on each floating rate debt security may be
reset daily, weekly, monthly, quarterly, semiannually or annually. This period
is the interest reset period and the first day of each interest reset period
is the interest reset date. The interest determination date for any interest
reset date is the day the calculation agent will refer to when determining the
new interest rate at which a floating rate will reset.
10
LIBOR
for each interest reset date, other than for the initial interest rate, will be
determined by the calculation agent as follows:
|
(i) |
LIBOR will be the offered rate for deposits in U.S.
dollars for the three month period which appears on Telerate Page 3750
at approximately 11:00 a.m., London time, two London banking days prior
to the applicable interest reset date. |
|
|
|
|
(ii) |
If this rate does not appear on the Telerate Page 3750,
the calculation agent will determine the rate on the basis of the rates at
which deposits in U.S. dollars are offered by four major banks in the
London interbank market (selected by us) at approximately 11:00 a.m.,
London time, two London banking days prior to the applicable interest
reset date to prime banks in the London interbank market for a period of
three months commencing on that interest reset date and in principal
amount equal to an amount not less than $1,000,000 that is representative
for a single transaction in such market at such time. In such case, the
calculation agent will request the principal London office of each of the
aforesaid major banks to provide a quotation of such rate. If at least two
such quotations are provided, LIBOR for that interest reset date will be
the average of the quotations. If fewer than two quotations are provided
as requested, LIBOR for that interest reset date will be the average of
the rates quoted by three major banks in New York, New York (selected by
us) at approximately 11:00 a.m., New York time, two London banking days
prior to the applicable interest reset date for loans in U.S. dollars to
leading banks for a period of three months commencing on that interest
reset date and in a principal amount equal to an amount not less than
$1,000,000 that is representative for a single transaction in such market
at such time; provided that if fewer than three quotations are provided as
requested, for the period until the next interest reset date, LIBOR will
be the same as the rate determined on the immediately preceding interest
reset date. |
The
interest reset dates will be specified in the applicable prospectus supplement.
If an interest reset date for any floating rate debt security falls on a day
that is not a business day, it will be postponed to the following business day,
except that, if that business day is in the next calendar month, the interest
reset date will be the immediately preceding business day.
A
London banking day is any day in which dealings in U.S. dollar deposits are
transacted in the London interbank market. Telerate Page 3750 means the
display page so designated on the Telerate Service for the purpose of displaying
London interbank offered rates of major banks (or any successor page).
The
applicable prospectus supplement will specify a calculation agent for any issue
of floating rate debt securities. The calculation agent will, upon the request
of the holder of any floating rate debt security, provide the interest rate then
in effect. All calculations made by the calculation agent in the absence of
willful misconduct, bad faith or manifest error shall be conclusive for all
purposes and binding on us and the holders of the floating rate debt securities.
We may appoint a successor calculation agent at any time at our discretion and
without notice.
11
All
percentages resulting from any calculation of the interest rate with respect to
the floating rate debt securities will be rounded, if necessary, to the nearest
one-hundred thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (e.g., 9.876545% (or .09876545) would be rounded
to 9.87655% (or .0987655) and 9.876544% (or .09876544) would be rounded to
9.87654% (or .0987654)), and all dollar amounts in or resulting from any such
calculation will be rounded to the nearest cent (with one-half cent being
rounded upward).
Interest
on the floating rate debt securities will be computed and paid on the basis of a
360-day year and the actual number of days in each interest payment period. The
interest rate on the floating rate debt securities will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified by
United States law of general application.
We
will pay interest on floating rate debt securities on the interest payment dates
specified in the applicable prospectus supplement. However, if the first
interest payment date is less than 15 days after the date of issuance, interest
will not be paid on the first interest payment date, but will be paid on the
second interest payment date. If any scheduled interest payment date, other than
the maturity date or any earlier redemption or repayment date, for any floating
rate debt security falls on a day that is not a business day, it will be
postponed to the following business day, except that if that business day would
fall in the next calendar month, the interest payment date will be the
immediately preceding business day. If the scheduled maturity date or any
earlier redemption or repayment date of a floating rate debt security falls on a
day that is not a business day, the payment of principal, premium, if any, and
interest, if any, will be made on the next succeeding business day, but interest
on that payment will not accrue during the period from and after the maturity,
redemption or repayment date.
Conversion or Exchange Rights
The
prospectus supplement will describe the terms, if any, on which a series of debt
securities may be convertible into or exchangeable for our common stock,
preferred stock, debt securities or other securities. These terms will include provisions as to whether conversion or
exchange is mandatory, at the option of the holder or at the option of Net1.
These provisions may allow or require adjustment of the number of shares of
common stock or other securities of Net1 to be received by the holders of such
series of debt securities.
Optional Redemption
Unless
the prospectus supplement relating to any series of debt securities provides
otherwise with respect to such series, each series of debt securities will be
redeemable in whole at any time or in part from time to time, at our option, at
a redemption price equal to the greater of:
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100% of the principal amount of the series of debt
securities to be redeemed; or |
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|
the sum of the present values of the remaining scheduled
payments of principal and interest on the series of debt securities to be
redeemed (exclusive of interest accrued to the date of redemption)
discounted to the date of redemption on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the then current
Treasury Rate plus a spread as specified in the applicable prospectus
supplement. |
12
In
each case we will pay accrued and unpaid interest on the principal amount to be
redeemed to the date of redemption.
Comparable
Treasury Issue means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining
term (Remaining Life) of the series of debt securities to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such series of debt securities.
Comparable
Treasury Price means, with respect to any redemption date, (1) the average of
the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if
the trustee obtains fewer than four such Reference Treasury Dealer Quotations,
the average of all such quotations.
Independent
Investment Banker means the investment banking institution or institutions
specified in the applicable prospectus supplement and their respective
successors, or, if such firms or the successors, if any, to such firm or firms,
as the case may be, are unwilling or unable to select the Comparable Treasury
Issue, an independent investment banking institution of national standing
appointed by us.
Reference
Treasury Dealer means the investment banking institutions specified as such in
the applicable prospectus supplement; provided, however, that if any of them
ceases to be a primary U.S. Government securities dealers (each a Primary
Treasury Dealer), we will substitute another Primary Treasury Dealer.
Reference
Treasury Dealer Quotations means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by us, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to us by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding such redemption date.
Treasury
Rate means, with respect to any redemption date, the rate per year equal
to:
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(i) |
the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently
published statistical release designated H.15(519) or any successor
publication which is published weekly by the Board of Governors of the
Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the
caption Treasury Constant Maturities, for the maturity corresponding to
the Comparable Treasury Issue; provided that, if no maturity is within
three months before or after the remaining life of the series of debt
securities to be redeemed, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be determined
and the Treasury Rate shall be interpolated or extrapolated from those
yields on a straight line basis, rounding to the nearest month;
or |
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(ii) |
if such release (or any successor release) is not
published during the week preceding the calculation date or does
not contain such yields, the rate per year equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date. |
13
The
Treasury Rate will be calculated on the third business day preceding the
redemption date. As used in the immediately preceding sentence and in the
definition of Reference Treasury Dealer Quotations above, the term business
day means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain
closed. The Trustee shall have no obligation to calculate the redemption
price.
Notice
of any redemption will be mailed at least 30 but not more than 60 days before
the redemption date to each holder of record of the series of debt securities to
be redeemed at its registered address. The notice of redemption will state,
among other things, the amount of the series of debt securities to be redeemed,
the redemption date, the manner in which the redemption price will be calculated
and the place or places that payment will be made upon presentation and
surrender of the series of debt securities to be redeemed. If less than all of a
series of debt securities are to be redeemed at our option, the trustee will
select, in a manner it deems fair and appropriate (and in accordance with the
procedures of the depositary), the debt securities of that series, or portions
of the debt securities of that series, to be redeemed. Unless we default in the
payment of the redemption price with respect to any debt securities called for
redemption, interest will cease to accrue on such debt securities at the
redemption date.
We
will not be required (i) to issue, register the transfer of or exchange any
series of debt securities during a period beginning at the opening of business
15 days before the day of mailing of a notice of redemption and ending at the
close of business on the day of such mailing, or (ii) to register the transfer
of or exchange any debt securities of any series so selected for redemption in
whole or in part, except the unredeemed portion of any such series of debt
securities being redeemed in part.
Covenants
Under
the indentures, Net1 agrees to pay the interest, principal and any premium on
the debt securities when due, and to maintain a place of payment. In addition,
we must comply with the covenants described below:
Limitation
on Liens on Stock of our Significant Subsidiaries. The indentures prohibit
us and our subsidiaries from directly or indirectly creating, assuming,
incurring or permitting to exist any Indebtedness secured by any lien on the
voting stock or voting equity interest of our Significant Subsidiaries (as
defined in the indentures) unless the debt securities then outstanding (and, if
we so elect, any other Indebtedness of Net1 that is not subordinate to such debt
securities and with respect to which we are obligated to provide such security)
are secured equally and ratably with such Indebtedness for so long as such
Indebtedness is so secured. Indebtedness is defined as the principal of and
any premium and interest due on indebtedness of a person (as defined in the
indentures), whether outstanding on the original date of issuance of a series of
debt securities or thereafter created, incurred or assumed, which is (a)
indebtedness for money borrowed and (b) any amendments, renewals, extensions,
modifications and refundings of any such indebtedness. For the purposes of this
definition, indebtedness for money borrowed means (1) any obligation of, or any obligation guaranteed by, such
person for the repayment of borrowed money, whether or not evidenced by bonds,
debentures, notes or other written instruments, (2) any obligation of, or any
obligation guaranteed by, such person evidenced by bonds, debentures, notes or
similar written instruments, including obligations assumed or incurred in
connection with the acquisition of property, assets or businesses (provided,
however, that the deferred purchase price of any business or property or assets
shall not be considered Indebtedness if the purchase price thereof is payable in
full within 90 days from the date on which such indebtedness was created), and
(3) any obligations of such person as lessee under leases required to be
capitalized on the balance sheet of the lessee under generally accepted
accounting principles and leases of property or assets made as part of any sale
and lease-back transaction to which such person is a party. For purposes of this
covenant only, Indebtedness also includes any obligation of, or any obligation
guaranteed by, any person for the payment of amounts due under a swap agreement
or similar instrument or agreement, or under a foreign currency hedge or similar
instrument or agreement. If we are required to secure outstanding debt
securities equally and ratably with other Indebtedness under this covenant, we
will be required to document our compliance with the covenant and enter into a
supplemental agreement or indenture and to take such action as we may deem
advisable to enable us to enforce the rights of the holders of the outstanding
debt securities so secured.
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Provision of Compliance Certificate. We are required
under the indentures to deliver to the trustee within 120 days after the end of
each fiscal year an officers certificate certifying as to our compliance with
all conditions and covenants under the relevant indenture, or if we are not in
compliance, identifying and describing the nature and status of such
non-compliance.
Consolidation, Merger or Sale
The
indentures do not restrict the ability of Net1 to merge or consolidate, or sell,
convey, transfer or lease all or substantially all of its assets as long as
certain conditions are met. We may only merge or consolidate with, or convey,
transfer or lease all of our assets to, any person, if doing so will not result
in an event of default. Any such successor, acquiror or lessor of such assets
must expressly assume all of the obligations of Net1 under the indentures and
the debt securities and will succeed to every right and power of Net1 under the
indentures. Thereafter, except in the case of a lease, the predecessor or
transferor of such assets will be relieved of all obligations and covenants
under the relevant indenture and debt securities.
Events of Default Under the Indentures
The following are events of default under the indentures with
respect to any series of debt securities issued:
-
we fail to pay interest when due and such failure continues for 90 days,
unless the time for payment has been properly extended or deferred in
accordance with the terms of the particular series;
-
we fail to pay the principal or any premium when due, unless the maturity
has been properly extended in accordance with the terms of the particular
series;
-
we fail to observe or perform any other covenant or agreement contained in
the debt securities or the indentures, other than a covenant or agreement
specifically relating to another series of debt securities, and such
failure continues for 90 days after we receive a notice of default from the
trustee or from the holders of at least 25% in aggregate principal amount of
the outstanding debt securities of all of the affected series;
15
- certain events of bankruptcy or insolvency, whether voluntary or not; and
- any additional events of default that may be established with respect to a
particular series of debt securities under the indentures, as may be specified
in the applicable prospectus supplement.
If,
with regard to any series, an event of default resulting from a failure to pay
principal, any premium or interest occurs and is continuing, the trustee or the
holders of at least 25% in aggregate principal amount of the outstanding debt
securities of that series may declare the principal of all debt securities of
that series immediately due and payable.
If
an event of default other than a failure to pay principal, any premium or
interest occurs and is continuing, the trustee or the holders of at least 25% in
aggregate principal amount of the outstanding debt securities of all affected
series (all such series voting together as a single class) may declare the
principal of all debt securities of such affected series immediately due and
payable.
The
holders of a majority in principal amount of the outstanding debt securities of
all affected series (voting together as a single class) may waive any past
default with respect to such series and its consequences, except a default or
events of default regarding payment of principal, any premium or interest, in
which case the holders of the outstanding debt securities of each affected
series shall vote to waive such default or event of default as a separate class.
Such a waiver will eliminate the default.
Unless
otherwise specified in the indentures, if an event of default occurs and is
continuing, the trustee will be under no obligation to exercise any of its
rights or powers under the relevant indenture unless the holders of the debt
securities have offered the trustee indemnity satisfactory to the trustee
against the costs, expenses and liabilities that it might incur. The holders of
a majority in principal amount of the outstanding debt securities of all series
affected by an event of default, voting together as a single class, or, in the
event of a default in the payment of principal, any premium or interest, the
holders of a majority of the principal amount outstanding of each affected
series voting as a separate class, will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
trustee, or exercising any trust or power conferred on the trustee with respect
to the debt securities of such series, provided that:
-
such direction is not in conflict with any law or the applicable indenture
or unduly prejudicial to the rights of holders of any other series of debt
securities outstanding under the applicable indenture; and
-
the trustee need not take any action that might involve it in personal
liability.
A
holder of the debt securities of a particular series will only have the right to
institute a proceeding under the indentures or to appoint a receiver or trustee,
or to seek other remedies, in each case with respect to such series of debt
securities, if:
16
-
the holder has given written notice to the trustee of a continuing event of
default;
-
in the case of an event of default relating to the payment of principal,
any premium or interest, the holders of at least 25% in aggregate principal
amount of the outstanding debt securities of the particular series have made
written request to the trustee to institute proceedings as trustee;
-
in the case of an event of default not relating to payment of principal,
any premium or interest, the holders of at least 25% in aggregate principal
amount of the outstanding debt securities of all series affected by such event
of default (voting together as a single class) have made written request to
the trustee to institute proceedings as trustee;
-
such holders have offered indemnity satisfactory to the trustee to cover
the cost of the proceedings; and
-
the trustee does not institute a proceeding, and does not receive
conflicting directions from a majority in principal amount of the outstanding
debt securities of (i) the particular series, in the case of an event of
default relating to the payment of principal, any premium or interest or (ii)
all affected series, in the case of an event of default not relating to the
payment of principal, any premium or interest, in each case, within 60 days of
receiving the written notice of an event of default.
Modification of Indenture; Waiver
Without the consent of any holders of debt securities, Net1 and
the trustee may change an indenture:
-
to fix any ambiguity, defect or inconsistency in the indenture;
-
to effect the assumption of a successor corporation of our obligations
under such indenture and the outstanding debt securities;
-
to add to our covenants for the benefit of the holders of all or any series
of debt securities under such indenture or surrender any right or power we
have under such indenture;
-
to change anything that does not materially adversely affect the interests
of any holder of debt securities of any series; and
-
to effect certain other limited purposes described in the indenture.
The
rights of holders of a series of debt securities may be changed by Net1 and the
trustee with the written consent of the holders of a majority of the principal
amount of the outstanding debt securities of all series then outstanding under
the relevant indenture (all such series voting together as a single class).
However, the following changes may only be made with the consent of each holder
of debt securities of each series affected by the change:
- extending the fixed maturity;
17
-
reducing the principal amount;
-
reducing the rate of or extending the time of payment of interest;
-
reducing any premium payable upon redemption;
-
reducing the percentage of debt securities referred to above, the holders
of which are required to consent to any amendment; or
-
in respect of the subordinated indenture, making any change to the
subordination terms of any debt security that would adversely affect the
holders of the debt securities of that series.
Rights and Duties of the Trustee
The
trustee, except when there is an event of default, will perform only those
duties as are specifically stated in the indentures. If an event of default has
occurred with respect to any series of debt securities, the trustee shall
exercise with respect to such debt securities the rights and powers it has under
the indenture and use the same degree of care and skill as a prudent person
would exercise or use in the conduct of his or her own affairs. Except as
provided in the preceding sentence, the trustee is not required to exercise any
of the powers given it by the indentures at the request of any holder of debt
securities unless it is offered security or indemnity satisfactory to it against
the costs, expenses and liabilities that it might incur. The trustee is not
required to spend or risk its own money or otherwise become financially liable
while performing its duties or exercising its rights or powers unless it
reasonably believes that it will be repaid or receive adequate indemnity. The
trustee will not be deemed to have any notice of any default or event of default
unless a responsible officer of the trustee has actual knowledge of or receives
written notice of the default which specifies the affected securities and the
relevant indenture. Furthermore, the rights and protections of the trustee,
including its right of indemnification under the indentures, extend to the
trustees officers, directors, agents and employees, and will survive the
trustees resignation and removal and termination of the indentures.
Payment and Paying Agents
We
will pay interest on any debt securities to the person in whose name the debt
securities are registered on the regular record date for the applicable interest
payment date.
We
will pay principal, any premium and interest on the debt securities of a
particular series at the office of one or more paying agents that we designate
for that series. Unless otherwise stated in the applicable supplemental
indenture and prospectus supplement, we will initially designate the corporate
trust office of the trustee in the City of New York as our sole paying agent. We
will be required to maintain a paying agent in each place of payment for the
debt securities.
All
money we pay to a paying agent or the trustee for the payment of principal, any
premium or interest on any debt security which remains unclaimed for a period of
two years after the principal, premium or interest has become due and payable
will, upon our request, be repaid to us, and the holder of the debt security may
then look only to us for payment of those amounts.
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Governing Law
The
indentures and the debt securities will be governed by and interpreted in
accordance with the laws of the State of New York.
Subordination of Subordinated Debt Securities
The
subordinated debt securities will be unsecured and will be subordinate and
junior in priority of payment to our other indebtedness on the terms described
in the prospectus supplement relating to such securities. The subordinated
indenture does not limit the amount of subordinated debt securities which we may
issue, nor does it limit our ability to issue any other secured or unsecured
debt.
The
prospectus supplement relating to any series of subordinated debt securities
will disclose the amount of debt of Net1 that will be senior to those
subordinated debt securities.
Subsidiary Guarantees
If
specified in the prospectus supplement, certain of our subsidiaries may
guarantee our obligations relating to debt securities issued under this
prospectus. The specific terms and provisions of each subsidiary guarantee will
be disclosed in the applicable prospectus supplement.
DESCRIPTION OF WARRANTS
We
may issue warrants to purchase our debt or equity securities or other rights, including rights to receive payment in cash or
securities based on the value, rate or price of one or more specified
commodities, currencies, securities or indices, or any combination of the
foregoing. Warrants may be issued independently or together with any other
securities and may be attached to, or separate from, such securities. Each
series of warrants will be issued under a separate warrant agreement to be
entered into between us and a warrant agent. The terms of any warrants to be
issued and a description of the material provisions of the applicable warrant
agreement will be set forth in the applicable prospectus supplement.
DESCRIPTION OF UNITS
As
specified in the applicable prospectus supplement, we may issue units consisting
of warrants, debt securities, shares of preferred stock, shares of common stock
or any combination of such securities.
FORMS OF SECURITIES
Each
debt security, warrant and unit will be represented either by a certificate
issued in definitive form to a particular investor or by one or more global
securities representing the entire issuance of securities. Certificated
securities in definitive form and global securities will be issued in registered
form. Definitive securities name you or your nominee as the owner of the
security, and in order to transfer or exchange these securities or to receive
payments other than interest or other interim payments, you or your nominee must
physically deliver the securities to the trustee, registrar, paying agent or
other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities,
warrants or units represented by these global securities. The depositary
maintains a computerized system that will reflect each investors beneficial
ownership of the securities through an account maintained by the investor with
its broker/dealer, bank, trust company or other representative, as we explain
more fully below.
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Registered Global Securities
We
may issue the registered debt securities, warrants and units in the form of one
or more fully registered global securities that will be deposited with a
depositary or its nominee identified in the applicable prospectus supplement and
registered in the name of that depositary or nominee. In those cases, one or
more registered global securities will be issued in a denomination or aggregate
denominations equal to the portion of the aggregate principal or face amount of
the securities to be represented by registered global securities. Unless and
until it is exchanged in whole for securities in definitive registered form, a
registered global security may not be transferred except as a whole by and among
the depositary for the registered global security, the nominees of the
depositary or any successors of the depositary or those nominees.
If
not described below, any specific terms of the depositary arrangement with
respect to any securities to be represented by a registered global security will
be described in the prospectus supplement relating to those securities. We
anticipate that the following provisions will apply to all depositary
arrangements.
Ownership
of beneficial interests in a registered global security will be limited to
persons, called participants, that have accounts with the depositary or persons
that may hold interests through participants. Upon the issuance of a registered
global security, the depositary will credit, on its book-entry registration and
transfer system, the participants accounts with the respective principal or
face amounts of the securities beneficially owned by the participants. Any
dealers, underwriters or agents participating in the distribution of the
securities will designate the accounts to be credited. Ownership of beneficial
interests in a registered global security will be shown on, and the transfer of
ownership interests will be effected only through, records maintained by the
depositary, with respect to interests of participants, and on the records of
participants, with respect to interests of persons holding through participants.
The laws of some states may require that some purchasers of securities take
physical delivery of these securities in definitive form. These laws may impair
your ability to own, transfer or pledge beneficial interests in registered
global securities.
So
long as the depositary, or its nominee, is the registered owner of a registered
global security, that depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the securities represented by the
registered global security for all purposes under the applicable indenture,
warrant agreement or unit agreement. Except as described below, owners of
beneficial interests in a registered global security will not be entitled to
have the securities represented by the registered global security registered in
their names, will not receive or be entitled to receive physical delivery of the
securities in definitive form and will not be considered the owners or holders
of the securities under the applicable indenture, warrant agreement or unit
agreement. Accordingly, each person owning a beneficial interest in a registered
global security must rely on the procedures of the depositary for that
registered global security and, if that person is not a participant, on the
procedures of the participant through which the person owns its interest, to
exercise any rights of a holder under the applicable indenture, warrant
agreement or unit agreement. We understand that under existing industry
practices, if we request any action of holders or if an owner of a beneficial interest in a
registered global security desires to give or take any action that a holder is
entitled to give or take under the applicable indenture, warrant agreement or
unit agreement, the depositary for the registered global security would
authorize the participants holding the relevant beneficial interests to give or
take that action, and the participants would authorize beneficial owners owning
through them to give or take that action or would otherwise act upon the
instructions of beneficial owners holding through them.
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Principal,
premium, if any, and interest payments on debt securities, and any payments to
holders with respect to warrants or units, represented by a registered global
security registered in the name of a depositary or its nominee will be made to
the depositary or its nominee, as the case may be, as the registered owner of
the registered global security. None of Net1, the trustees, the warrant agents,
the unit agents or any other agent of Net1, agent of the trustees or agent of
the warrant agents or unit agents will have any responsibility or liability for
any aspect of the records relating to payments made on account of beneficial
ownership interests in the registered global security or for maintaining,
supervising or reviewing any records relating to those beneficial ownership
interests.
We
expect that the depositary for any of the securities represented by a registered
global security, upon receipt of any payment of principal, premium, interest or
other distribution of underlying securities or other property to holders on that
registered global security, will immediately credit participants accounts in
amounts proportionate to their respective beneficial interests in that
registered global security as shown on the records of the depositary. We also
expect that payments by participants to owners of beneficial interests in a
registered global security held through participants will be governed by
standing customer instructions and customary practices, as is now the case with
the securities held for the accounts of customers in bearer form or registered
in street name, and will be the responsibility of those participants.
If
the depositary for any of these securities represented by a registered global
security is at any time unwilling or unable to continue as depositary or ceases
to be a clearing agency registered under the Exchange Act, and a successor
depositary registered as a clearing agency under the Exchange Act is not
appointed by us within 90 days, we will issue securities in definitive form in
exchange for the registered global security that had been held by the
depositary. Any securities issued in definitive form in exchange for a
registered global security will be registered in the name or names that the
depositary gives to the relevant trustee, warrant agent, unit agent or other
relevant agent of ours or theirs. It is expected that the depositarys
instructions will be based upon directions received by the depositary from
participants with respect to ownership of beneficial interests in the registered
global security that had been held by the depositary.
21
PLAN OF DISTRIBUTION
We
may sell or dispose of the securities in one or more of the following ways (or
in any combination) from time to time:
through underwriters or dealers;
directly to a limited number of purchasers or to a single purchaser
(including block transactions);
through agents; or
an offering of shares by way of a distribution to shareholders, partners
or members.
The
prospectus supplement will state the terms of the offering of the securities,
including:
the name or names of any underwriters, dealers or agents;
the purchase price of such securities and the proceeds to be received by us, if
any;
any underwriting discounts or agency fees and other items constituting
underwriters or agents compensation;
any initial public offering price;
any discounts or concessions allowed or reallowed or paid to dealers; and
any securities exchanges on which the securities may be listed.
Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If
we use underwriters in the sale, the securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including:
negotiated transactions;
at a fixed public offering price or prices, which may be changed;
at market prices prevailing at the time of sale;
at prices related to prevailing market prices; or
at negotiated prices.
22
Unless
otherwise stated in a prospectus supplement, the obligations of the underwriters
to purchase any securities will be conditioned on customary closing conditions
and the underwriters will be obligated to purchase all of such series of
securities, if any are purchased.
We
may sell the securities through agents from time to time. The prospectus
supplement will name any agent involved in the offer or sale of the securities
and any commissions we pay to them. Generally, any agent will be acting on a
best efforts basis for the period of its appointment.
We
may authorize underwriters, dealers or agents to solicit offers by certain
purchasers to purchase the securities from us at the public offering price set
forth in the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. The
contracts will be subject only to those conditions set forth in the prospectus
supplement, and the prospectus supplement will set forth any commissions we pay
for solicitation of these contracts.
Underwriters
and agents may be entitled under agreements entered into with us for
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act, or to contribution with respect to payments which the
underwriters or agents may be required to make. Underwriters and agents may be
customers of, engage in transactions with, or perform services for us and our
affiliates in the ordinary course of business.
Each
series of securities will be a new issue of securities and will have no
established trading market other than the common stock which is listed on The
Nasdaq Global Select Market. Any underwriters to whom securities are sold for
public offering and sale may make a market in the securities, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. The securities, other than the common stock,
may or may not be listed on a national securities exchange.
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 http://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.
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 Securities Exchange Act of 1934, as amended (the Exchange Act), between the date of this
prospectus and the termination of the offering of the securities:
23
-
Annual Report on Form 10-K for the fiscal year ended June 30, 2015 filed on
August 20, 2015;
-
Current Reports on Form 8-K filed on August 21, 2015, September 17, 2015,
October 15, 2015, November 5, 2015 and November 12, 2015 (only the Current
Report on Form 8-K containing Item 5.07 disclosure);
-
Definitive Proxy Statement on Schedule 14A filed with the SEC on October 2,
2015; and
-
Quarterly Report on Form 10-Q for the quarter ended September 30, 2015,
filed on November 5, 2015.
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 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.
24
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.
25
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
The
following table sets forth the expenses payable by us in connection with the
offerings of the securities described in this registration statement being
registered hereby.
SEC registration fee |
$ |
50,350 |
|
Printing expenses |
|
* |
|
Legal fees and expenses |
|
* |
|
Accounting fees and expenses |
|
* |
|
Transfer agent and trustee fees and
expenses |
|
* |
|
Rating agency fees |
|
* |
|
Miscellaneous |
|
* |
|
|
|
|
|
Total
|
$ |
* |
|
* Not presently known.
Item 15. Indemnification of Directors and Officers
Section
607.0850(1) of the Florida Business Corporation Act, or FBCA, permits a Florida
corporation to indemnify any person who was or is a party to any third party
proceeding by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation (or is or was serving at the request of the
corporation), against liability incurred in connection with such proceeding
(including any appeal thereof) if he or she acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Section
607.0850(2) of the FBCA permits a Florida corporation to indemnify any person
who may be a party to a derivative action if such person acted in any of the
capacities set forth in the immediately preceding paragraph, against expenses
and amounts paid in settlement not exceeding, in the judgment of the board of
directors, the estimated expenses of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with the defense or settlement of
such proceeding (including appeals), provided that the person acted under the
standards set forth in the immediately preceding paragraph. However, no
indemnification shall be made for any claim, issue or matter for which such
person is found to be liable unless, and only to the extent that, the court
determines that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which the court deems proper.
Section
607.0850(4) of the FBCA provides that any indemnification made as set forth to
the two immediately preceding paragraphs, unless pursuant to a court
determination, shall be made only after a determination that the person to be
indemnified has met the standard of conduct described above. This determination
is to be made by a majority vote of a quorum consisting of the disinterested
directors of the board of directors who were not parties to such proceeding and,
if such a quorum is not available, by duly selected independent legal counsel,
or by a majority vote of the disinterested security holders. The board of
directors may also designate a special committee of disinterested directors to
make this determination.
Section
607.0850(3), however, provides that a Florida corporation must indemnify any
director, or officer, employee or agent of a corporation who has been successful
in the defense of any proceeding referred to in Sections 607.0850(1) or (2), or
in the defense of any claim, issue or matter therein, against expenses actually
and reasonably incurred by him in connection therewith.
Under
the FBCA, expenses incurred by a director or officer in defending a civil or
criminal proceeding may be paid by the corporation in advance of the final
disposition thereof upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it is ultimately determined that
such director or officer is not entitled to indemnification under Section
607.0850. Expenses incurred by other employees or agents in such a proceeding
may be paid in advance of final disposition thereof upon such terms or
conditions that the board of directors deems appropriate.
The
FBCA further provides that the indemnification and advancement of payment
provisions contained therein are not exclusive and it specifically empowers a
corporation to make any other or further indemnification or advancement of
expenses under any bylaw, agreement, vote of security holders or disinterested
directors or otherwise, both for actions taken in an official capacity and for
actions taken in other capacities while holding an office. However, a
corporation cannot indemnify or advance expenses if a judgment or other final
adjudication establishes that the actions of the director or officer were
material to the adjudicated cause of action and the director or officer (a)
violated criminal law, unless the director or officer had reasonable cause to
believe his conduct was lawful or had no reasonable cause to believe his conduct
was unlawful, (b) derived an improper personal benefit from a transaction, (c)
was or is a director in a circumstance where the liability under Section
607.0834 (relating to unlawful distributions) applies, or (d) engages in willful
misconduct or conscious disregard for the best interests of the corporation in a
proceeding by or in right of the corporation to procure a judgment in its favor
or in a proceeding by or in right of a shareholder.
Our
amended and restated by-laws provide that we have the power to indemnify any
current or former director, officer, employee or agent against any liability
arising from any action or suit to the fullest extent permitted by law. Advances
against expenses may be made under our bylaws and any other indemnification
agreement into which we may enter and the indemnity coverage provided thereunder
may include liabilities under the federal securities laws as well as in other
contexts. Our by-laws also permit us to purchase and maintain insurance on
behalf of any current or former director, officer, employee or agent for any
liability incurred by any of them in connection with, or arising out of, their
actions in their capacity as our director, officer, employee or agent. Our
by-laws also provide that any repeal or modification of the indemnification
provisions of the by-laws shall not adversely affect any right or protection of
any person in respect of any act or omission occurring prior to the time of such
repeal or modification.
Reference
is made to Article VI of our by-laws incorporated hereto by reference.
Item 16. Exhibits
A
list of exhibits filed herewith is contained in the exhibit index that
immediately precedes such exhibits and is incorporated herein by reference.
Item 17. Undertakings
The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended;
(ii)
to reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission (the Commission) pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the effective registration statement;
and
(iii)
to include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (1)(i), (1)(ii) and
(1)(iii) do not apply if the registration statement is on Form S-3 or Form F-3
and the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that are incorporated by reference
in the registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of
1933, as amended, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933,
as amended, to any purchaser:
(A)Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B)Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act of
1933, as amended, shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which the prospectus
relates, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date; or
(5)
That, for the purpose of determining liability of the undersigned registrant
under the Securities Act of 1933, as amended, to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a
primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any preliminary prospectus or
prospectus of the undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the
offering prepared by or on behalf of the undersigned registrant or used or
referred to by the undersigned registrant;
(iii) The portion of any other free
writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
(iv) Any other communication that is an offer in
the offering made by the undersigned registrant to the purchaser.
(6)
That, for purposes of determining any liability under the Securities Act of
1933, as amended, each filing of the registrants annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (and,
where applicable, each filing of an employee benefit plans annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended),
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(7)
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.
(8)
To file an application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of
1939, as amended (the Trust Indenture Act), in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing a Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Johannesburg, South Africa on the 1st day of
December, 2015.
NET 1 UEPS TECHNOLOGIES, INC.
|
By: |
/s/ Serge C.P. Belamant |
|
|
Name:
Serge C.P. Belamant |
|
|
Title: Chief Executive
Officer |
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons on behalf of the registrant
and in the capacities indicated and on the dates indicated below.
|
/s/
Serge C.P. Belamant |
|
Name:
Serge C.P. Belamant |
|
Title:
Chief Executive Officer, Chairman of |
|
the
Board and Director (Principal |
|
Executive
Officer) |
|
Date:
December 1, 2015 |
|
|
|
|
|
/s/ Herman Gideon Kotzé |
|
Name:
Herman Gideon Kotzé |
|
Title:
Chief Financial Officer, Treasurer, |
|
Secretary and Director (Principal |
|
Financial
and Accounting Officer) |
|
Date: December 1, 2015 |
|
* |
|
Name:
Paul Edwards |
|
Title:
Director |
|
Date: December 1, 2015 |
|
|
|
* |
|
Name:
Alasdair Jonathan Kemsley Pein |
|
Title:
Director |
|
Date: December 1, 2015 |
|
|
|
|
|
* |
|
Name:
Christopher Stefan Seabrooke |
|
Title:
Director |
|
Date: December 1, 2015 |
* By: /s/ Serge C.P. Belamant
Serge C.P. Belamant, Attorney-in-Fact
EXHIBIT INDEX
Exhibit No.
|
|
Description |
|
|
|
1.1* |
|
Form of Underwriting Agreement |
|
|
|
3.1 |
|
Amended and Restated Articles of Incorporation of Net 1
UEPS Technologies, Inc. (incorporated by reference to Exhibit 3.1 to our
Form 8-K filed on December 1, 2008 (SEC File No. 000-31203)) |
|
|
|
3.2 |
|
Amended and Restated By-Laws of Net 1 UEPS Technologies,
Inc. (as amended through November 2009) (incorporated by reference to
Exhibit 3.2 to our Form 8- K filed on November 5, 2009 (SEC File No.
000-31203)) |
|
|
|
4.1** |
|
Form of Senior Debt Indenture between Net 1 UEPS
Technologies, Inc. and Wells Fargo Bank, National Association, as Trustee |
|
|
|
4.2** |
|
Form of Subordinated Debt Indenture between Net 1 UEPS
Technologies, Inc. and Wells Fargo Bank, National Association, as Trustee |
|
|
|
4.3 |
|
Form of common stock certificate (incorporated by
reference to Exhibit 4.1 of Amendment No. 1 to our registration statement
on Form S-1 (File No. 333- 125273) filed with the Securities and Exchange
Commission on June 20, 2005) |
|
|
|
4.4* |
|
Form of Senior Note |
|
|
|
4.5* |
|
Form of Subordinated Note |
|
|
|
4.6* |
|
Form of Warrant Agreement |
|
|
|
4.7* |
|
Form of Unit Agreement |
|
|
|
5.1 |
|
Opinion of DLA Piper LLP (US) |
|
|
|
12.1** |
|
Statement regarding computation of ratio of earnings to
fixed charges |
|
|
|
23.1 |
|
Consent of Deloitte & Touche (South Africa) |
|
|
|
23.2 |
|
Consent of DLA Piper LLP (US) (included in exhibit 5.1) |
|
|
|
24.1** |
|
Power of Attorney (included on the signature pages
hereto) |
|
|
|
25.1** |
|
Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, of Wells Fargo Bank, National
Association with respect to the form of Senior Debt Indenture |
|
|
|
25.2** |
|
Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, of Wells Fargo Bank, National
Association with respect to the form of Subordinated Debt Indenture |
________________________
* To be filed by
amendment or as an exhibit to a report pursuant to Section 13(a), 13(c) or 15(d)
of the Securities Exchange Act of 1934, as amended.
** Previously filed.
Exhibit 5.1
OPINION OF DLA PIPER LLP (US)
DLA Piper LLP (US)
1251 Avenue of the Americas
New
York, New York 10020-1104
T 212.335.4500
F
212.335.4501
W www.dlapiper.com
December 1, 2015
Net 1 UEPS Technologies, Inc.
President Place,
4th Floor
Cnr. Jan Smuts Avenue and Bolton Road
Rosebank,
Johannesburg, South Africa
Re:
Net 1 UEPS Technologies, Inc.-- Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Net 1 UEPS Technologies Inc., a
Florida corporation (the Company), in connection with the preparation and
filing of a registration statement on Form S-3 (as amended, the Registration
Statement) by the Company with the Securities and Exchange Commission (the
Commission) on November 12, 2015, to which this opinion has been filed as an
exhibit. The Registration Statement relates to the issuance and sale from time
to time on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the Securities Act), up to a total amount
of $500,000,000 by the Company of the Companys:
|
(i) |
common stock, $0.001 par value per share (the Common
Stock); |
|
|
|
|
(ii) |
preferred stock, $0.001 par value per share (the
Preferred Stock); |
|
|
|
|
(iii) |
senior debt securities (the Senior Debt
Securities); |
|
|
|
|
(iv) |
subordinated debt securities (the Subordinated Debt
Securities and, together with the Senior Debt Securities, the Debt
Securities); |
|
|
|
|
(v) |
warrants representing rights to purchase Common Stock,
Preferred Stock or Debt Securities (the Warrants); and |
|
|
|
|
(vi) |
units representing an interest in any two or more of the
following: Debt Securities, shares of Common Stock, shares of Preferred
Stock or Warrants which may or may not be separable from one another (the
Units); |
(collectively, the Common Stock, the Preferred Stock, the Debt
Securities, the Warrants, and the Units are referred to herein as the
Securities).
Net 1 UEPS Technologies, Inc.
December 1, 2015
Page 2
In providing this opinion, we have relied as to certain matters
on information obtained from public officials and officers of the Company. We
have been advised by the Company and, for purposes of this opinion, we have
assumed, that:
|
1. |
The rights, preferences, privileges and restrictions,
including voting rights, dividend rights, conversion rights, redemption
privileges and liquidation privileges of each series of Preferred Stock
will be set forth in a certificate of designation to be approved by the
Companys board of directors, or in an amendment to the Companys Amended
and Restated Articles of Incorporation (the Articles of Incorporation),
to be approved by the Companys board of directors and shareholders, and
that one or both of these documents will be filed either as an exhibit to
an amendment to the Registration Statement to be filed after the date of
this opinion or as an exhibit to a Current Report on Form 8-K to be filed
after the Registration Statement has become effective; |
|
|
|
|
2. |
The Senior Debt Securities will be issued pursuant to an
indenture between the Company and Wells Fargo Bank, National Association
(the Trustee), a form of which indenture has been filed as an exhibit to
the Registration Statement and will have been qualified under the Trust
Indenture Act of 1939, as amended (the Trust Indenture Act); |
|
|
|
|
3. |
The Subordinated Debt Securities will be issued pursuant
to an indenture between the Company and the Trustee, a form of which
indenture has been filed as an exhibit to the Registration Statement and
will have been qualified under the Trust Indenture Act; |
|
|
|
|
4. |
The particular terms of any Debt Securities to be issued
will be set forth in a supplement to the prospectus forming a part of the
Registration Statement; |
|
|
|
|
5. |
The Warrants will be issued pursuant to a warrant
agreement to be entered into between the Company and a financial
institution as warrant agent (the Warrant Agreement). The Warrant
Agreement will be filed either as an exhibit to an amendment to the
Registration Statement to be filed after the date of this opinion or as an
exhibit to a Current Report on Form 8-K to be filed after the Registration
Statement has become effective, and the particular terms of any series of
the Warrants to be issued will be set forth in a supplement to the
prospectus forming a part of the Registration Statement; |
|
|
|
|
6. |
The Units will be issued pursuant to a unit agreement to
be entered into between the Company and a financial institution acting as
unit agent (the Unit Agreement). The Unit Agreement will be filed either
as an exhibit to an amendment to the Registration Statement to be filed
after the date of this opinion or as an exhibit to a Current Report on
Form 8-K to be filed after the Registration Statement has become
effective, and the particular terms of any series of the Units to be
issued will be set forth in a supplement to the prospectus forming a part
of the Registration Statement; and |
|
|
|
|
7. |
The number of shares of Common Stock and Preferred Stock
to be offered and sold subsequent to the date hereof under the
Registration Statement, together with the number of shares of Common Stock
and Preferred Stock of the same class issuable
upon exercise, conversion or exchange of
any Securities will not, in the aggregate, exceed the number of shares of each
such class of Common Stock or Preferred Stock authorized in the Articles of
Incorporation. |
Net 1 UEPS Technologies, Inc.
December 1, 2015
Page 3
In rendering the opinions set forth below, we have further
assumed that (i) all information contained in all documents reviewed by us is
true and correct; (ii) all signatures on all documents examined by us are
genuine; (iii) all documents submitted to us as originals are authentic and all
documents submitted to us as copies conform to the originals of those documents;
(iv) each natural person signing any document reviewed by us had the legal
capacity to do so; (v) the Registration Statement, and any further amendments
thereto (including post-effective amendments) will have become effective and
will comply with all applicable laws; (vi) a prospectus supplement will have
been prepared and filed with the Commission describing the Securities offered
thereby; (vii) all Securities will be issued and sold in compliance with
applicable federal and state securities laws and in the manner stated in the
Registration Statement and the applicable prospectus supplement; (viii) a
definitive purchase, underwriting or similar agreement with respect to any
Securities offered will have been duly authorized and validly executed and
delivered by the Company and the other parties thereto; (ix) the Company will
have reserved from its authorized but unissued and unreserved shares of stock a
number sufficient to issue all shares of Common Stock and Preferred Stock; (x)
the certificates representing the Securities will be duly executed and
delivered; and (xi) if the holders of the Debt Securities or shares of Preferred
Stock are granted rights to inspect corporate books and records and to vote in
the election of directors or any matters on which shareholders of the Company
may vote, such rights will be set forth in the Articles of Incorporation or the
Articles of Incorporation grants to the Companys board of directors the power
to confer such voting or inspection rights and the Companys board of directors
will have conferred such rights.
We have examined the Registration Statement, including the
exhibits thereto, and such other documents, corporate records, and instruments
and have examined such laws and regulations as we have deemed necessary for
purposes of rendering the opinions set forth herein. Based upon such examination
and subject to the further assumptions, qualifications and limitations contained
herein, we are of the following opinion:
|
1. |
The Common Stock will be validly issued, fully paid and
nonassessable, assuming that (i) the Companys board of directors or an
authorized committee thereof will have specifically authorized the
issuance of such Common Stock in exchange for consideration that the board
of directors or such committee determines as adequate and in excess of the
par value of such Common Stock (Common Stock Authorizing Resolutions),
and (ii) the Company has received the consideration provided for in the
applicable Common Stock Authorizing Resolutions. |
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2. |
The Preferred Stock will be validly issued, fully paid
and nonassessable, assuming that (i) the Companys board of directors or
an authorized committee thereof will have specifically authorized the
issuance of such Preferred Stock in exchange for consideration that the
board of directors or such committee determines as adequate and in excess
of the par value of such Preferred Stock (Preferred Stock
Authorizing Resolutions), (ii) the rights, preferences, privileges
and restrictions of the Preferred Stock have been established in
conformity with applicable law, (iii) an appropriate certificate of
designation approved by the Companys board of directors, or an amendment
to the Companys Articles of Incorporation approved by the Companys board
of directors and shareholders, has been filed with the State of Florida,
(iv) the terms of the offer, issuance and sale of shares of such class or
series of Preferred Stock have been duly established in conformity with
the Companys Articles of Incorporation and Bylaws (the Bylaws), and do
not violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Company and comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company, and (v) the Company has received the
consideration provided for in the applicable Preferred Stock Authorizing
Resolutions. |
Net 1 UEPS Technologies, Inc.
December 1, 2015
Page 4
|
3. |
The Debt Securities will constitute valid and legally
binding obligations of the Company, assuming that (i) the Companys board
of directors or an authorized committee thereof will have specifically
authorized the issuance of such Debt Securities in exchange for
consideration that the board of directors or such committee determines as
adequate (Debt Securities Authorizing Resolutions), (ii) the applicable
indenture conforms with applicable law and is enforceable in accordance
with its terms, (iii) the terms of the Debt Securities and of their issue
and sale have been duly established in conformity with the applicable
indenture, the Companys Articles of Incorporation and Debt Securities
Authorizing Resolutions and do not violate any applicable law or result in
a default under or breach of any agreement or instrument binding upon the
Company and comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company, (iv) such
Debt Securities have been duly executed and authenticated in accordance
with the applicable indenture and offered, issued and sold as contemplated
in the Registration Statement, and (v) the Company has received the
consideration provided for in the applicable Debt Securities Authorizing
Resolutions. |
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4. |
The Warrants will constitute valid and legally binding
obligations of the Company, assuming that (i) the Companys board of
directors or an authorized committee thereof will have specifically
authorized the issuance of such Warrants in exchange for consideration
that the board of directors or such committee determines as adequate
(Warrant Authorizing Resolutions), which include the terms upon which
the Warrants are to be issued, their form and content and the
consideration for which shares are to be issued upon exercise of the
Warrants, (ii) the Warrant Agreement relating to the Warrants has been
duly authorized, executed and delivered and is enforceable in accordance
with its terms, (iii) the terms of the offer, issuance and sale of such
Warrants have been duly established in conformity with the Warrant
Agreement, (iv) the Warrant Agreement and the offer, issuance and sale of
the Warrants do not violate any applicable law or result in a default
under or breach of any agreement or instrument binding upon the Company
and comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company, (v) such Warrants
have been duly executed and countersigned in accordance with the Warrant
Agreement and offered, issued and sold as contemplated in the Registration
Statement, the applicable Warrant Authorizing Resolutions and the Warrant Agreement, and (vi) the
Company has received the consideration provided for in the applicable
Warrant Authorizing Resolutions. |
Net 1 UEPS Technologies, Inc.
December 1, 2015
Page 5
|
5. |
The Units will constitute valid and legally binding
obligations of the Company, assuming that (i) the Companys board of
directors or an authorized committee thereof will have specifically
authorized the issuance of such Units in exchange for consideration that
the board of directors or such committee determines as adequate (Unit
Authorizing Resolutions), which include the terms upon which the Units
are to be issued, their form and content and the consideration for which
the Units are to be issued, (ii) the Unit Agreement relating to the Units
has been duly authorized, executed and delivered and is enforceable in
accordance with its terms, (iii) the terms of the offer, issuance and sale
of such Units have been duly established in conformity with the Unit
Agreement, (iv) the Unit Agreement and the offer, issuance and sale of the
Units do not violate any applicable law or result in a default under or
breach of any agreement or instrument binding upon the Company and comply
with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company, (v) such Units have been duly
executed and countersigned in accordance with the Unit Agreement and
offered, issued and sold as contemplated in the Registration Statement,
the applicable Unit Authorizing Resolutions and the Unit Agreement, and
(vi) the Company has received the consideration provided for in the
applicable Unit Authorizing Resolutions. |
The foregoing opinions are qualified to the extent that the
enforceability of any document, instrument or the Securities may be limited by
or subject to bankruptcy, insolvency, fraudulent transfer or conveyance,
reorganization, moratorium or other similar laws relating to or affecting
creditors rights generally, and general equitable or public policy
principles.
We express no opinions concerning (i) the validity or
enforceability of any provisions contained in indentures that purport to waive
or not give effect to rights to notices, defenses, subrogation or other rights
or benefits that cannot be effectively waived under applicable law; or (ii) the
validity or enforceability of any provisions contained in Warrant Agreements or
Unit Agreements that purport to waive or not give effect to rights to notices,
defenses, subrogation or other rights or benefits that cannot be effectively
waived under applicable law.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement and the reference to DLA Piper LLP (US) under the
caption Legal Matters in the prospectus included in the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission promulgated thereunder.
Net 1 UEPS Technologies, Inc.
December 1, 2015
Page 6
Our opinion is expressly limited to the matters set forth
above, and we render no opinion, whether by implication or otherwise, as to any
other matters relating to the Company, the Securities or the Registration
Statement.
Very truly yours,
/s/ DLA Piper LLP (US)
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this
Registration Statement on Form S-3 of our reports dated August 20, 2015,
relating to the financial statements of Net 1 UEPS Technologies, Inc. and its
subsidiaries (collectively, the Company), and the effectiveness of the
Companys internal control over financial reporting, appearing in the Annual
Report on Form 10-K of Net 1 UEPS Technologies, Inc. for the year ended June 30,
2015, and to the reference to us under the heading Experts in the Prospectus,
which is part of this Registration Statement.
/s/ Deloitte & Touche (South Africa)
Johannesburg,
South Africa
Registered Auditors
December 1, 2015
National Executive: *LL Bam Chief Executive *AE Swiegers Chief
Operating Officer *GM Pinnock Audit
*N Sing Risk Advisory *NB Kader Tax TP
Pillay Consulting S Gwala BPaaS
*K Black Clients & Industries *JK
Mazzocco Talent & Transformation *MJ Jarvis Finance
*M Jordan Strategy
*MJ Comber Reputation & Risk *TJ Brown Chairman of the Board
A full list of partners and directors is available on
request |
*Partner and Registered Auditor
|
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