false 2024-01-22 0001041514 Lesaka Technologies, Inc. 0001041514 2024-01-22 2024-01-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2024

LESAKA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Florida 000-31203 98-0171860
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

President Place, 4th Floor, Cnr.
Jan Smuts Avenue and Bolton Road
 Rosebank, Johannesburg, South Africa
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: 011-27-11-343-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbols   Name of each exchange on which registered
Common Shares   LSAK   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reduction in RMB Facility E to ZAR 0.9 billion

On January 22, 2024, Lesaka Technologies, Inc. ("Lesaka"), through Lesaka Technologies Proprietary Limited ("Lesaka SA"), and FirstRand Bank Limited (acting through its Rand Merchant Bank division) ("RMB"), entered into a Letter of Amendment ("January 2024 Facility E Letter Agreement") to decrease the Senior Facility E from ZAR 1.4 billion to ZAR 0.9 billion.

On January 22, 2024, the USD/ZAR exchange rate was $1.00 / ZAR 19.14.

The foregoing description of the January 2024 Facility E Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit  
No. Description
10.1 Letter of Amendment, dated January 22, 2024, among Lesaka Proprietary Limited and FirstRand Bank Limited (acting through its Rand Merchant Bank division), as lender, related to the amendment to the Senior Facility E Agreement
   
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  LESAKA TECHNOLOGIES, INC.
     
Date: January 23, 2024 By: /s/ Naeem E. Kola
  Name:  Naeem E. Kola
  Title: Group Chief Financial Officer


19 December, 2023

Lesaka Technologies Proprietary Limited
3rd Floor, President Place

Corner Jan Smuts Avenue &
Bolton Road

Rosebank

Email: patience.rolls@lesakatech.com / neild@connected.co.za

Attention: Ms Patience Rolls, Executive Head: Cash and ATM's

Dear Patience,

 

RE: AMENDMENT TO THE SENIOR FACILITY E AGREEMENT (AS DEFINED BELOW)

1. We refer to:

1.1. the written agreement entitled "Senior Facility E Agreement" entered into by and between FirstRand Bank Limited (acting through its Rand Merchant Bank Division ) as the Original Senior Facility E Lender ("Lender"); Lesaka Technologies Proprietary Limited, registration number 2002/031446/07, as Borrower ("Borrower"); each Guarantor listed in Schedule 1 thereto; and FirstRand Bank Limited (acting through its Rand Merchant Bank Division ) as the Facility Agent , originally dated 26 September 2018, and amended on or about 4 September 2019 and amended on 23 July, 2021 ("Facility E Agreement"); and

1.2. the written agreement entitled "Common Terms Agreement", dated on or about 21 July 2017 (as amended and/or reinstated from time to time), between, amongst others, the Borrower (as borrower), the Original Senior Facility E Lender (as Lender) and the Facility Agent, as amended from time to time ("Common Terms Agreement").

2. Unless the context indicates a contrary intention, capitalised terms and expressions used in this letter of amendment ("Amendment") and not defined, shall bear the meanings ascribed to them in Common Terms Agreement.

3. The Lender hereby amends the Facility E Agreement by decreasing the amount of the Available Commitment from R1,400,000,000 (one billion four hundred million Rand) to R900,000,000 (nine hundred million Rand), to the extent not cancelled, transferred or reduced under the Common Terms Agreement.

4. On and with effect from the date of signature of the last Party signing this Amendment doing so ("Signature Date"), any reference in a Finance Document to the "Senior Facility E Agreement" shall be a reference to that agreement as amended pursuant to this Amendment which may be amended and restated from time to time.

CORPORATE AND INVESTMENT BANKING

1 Merchant Place PO Box 786273 Switchboard +27 11 282 8000
Cnr Fredman Dr and Rivonia Rd Sandton 2146 Website rmb.co.za
Sandton 2196 South Africa    

RMB a division of FirstRand Bank Limited, is an Authorised Financial Services and Credit Provider NCRCP20. Reg. No. 1929/001225/06.

5. The Borrower makes the following representations and warranties to the Lender, on the Signature Date:

5.1. It has the legal capacity and power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, this Amendment and the transactions contemplated by this Amendment;

5.2. No limit on its powers will be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party;

5.3. The obligations expressed to be assumed by it in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations;

5.4. Each Finance Document to which it is a party is in the proper form for its enforcement in the jurisdiction of its incorporation.

6. This Amendment is a Finance Document.

7. This Amendment and non-contractual obligations arising out of or in connection with it are governed by the laws of South Africa.

8. Except as otherwise provided in this Amendment, the Finance Documents remain in full force and effect without any amendment whatsoever.

9. The Facility E Agreement and this Amendment will, from the Signature Date, be read and construed as one document.

Yours sincerely

/s/ Wally Laurens 01/22/2024

…………………………………………
Name: Wally Laurens

for: FIRSTRAND BANK LIMITED

/s/ Gerard Jagga 01/22/2024

…………………………………………
Gerard Jagga

for: FIRSTRAND BANK LIMITED

RMB a division of FirstRand Bank Limited, is an Authorised Financial Services and Credit Provider NCRCP20. Reg. No. 1929/001225/06.

BY OUR SIGNATURES HERETO, WE HEREBY SIGNIFY OUR AGREEMENT TO THE AMENDMENTS SET OUT IN THIS AMENDMENT.

Accepted at Johannesburg. this 10th. day of January 2024

For and on behalf of: Lesaka Technologies Proprietary Limited

Naeem Kola

Lincoln Mali

 

Full name of duly authorised signatory

 

 

Full name of duly authorised signatory

 
   

Group CFO

CEO Southern Africa

 

Capacity / Office

 

 

Capacity / Office

 
   

/s/ Naeem E. Kola

/s/ Lincoln C. Mali

 

Signature (who warrants his/her authority)

 

Signature (who warrants his/her authority)

RMB a division of FirstRand Bank Limited, is an Authorised Financial Services and Credit Provider NCRCP20. Reg. No. 1929/001225/06.

v3.23.4
Document and Entity Information Document
Jan. 22, 2024
Document Information [Line Items]  
Document Type 8-K
Document Creation Date Jan. 22, 2024
Document Period End Date Jan. 22, 2024
Amendment Flag false
Entity Registrant Name Lesaka Technologies, Inc.
Entity Address, Address Line One President Place, 4th Floor, Cnr.
Entity Address, Address Line Two Jan Smuts Avenue and Bolton Road
Entity Address, City or Town Rosebank, Johannesburg
Entity Address, Country ZA
Entity Address, Postal Zip Code  
Entity Incorporation, State Country Name FL
City Area Code 11
Region code of country 27
Local Phone Number 343-2000
Entity File Number 000-31203
Entity Central Index Key 0001041514
Entity Emerging Growth Company false
Entity Tax Identification Number 98-0171860
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Shares
Trading Symbol LSAK
Security Exchange Name NASDAQ
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