As filed with the Securities and Exchange Commission on August
25, 2010
Registration No. 333-163000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Post-Effective 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 charter)
Florida
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98-0171860
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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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. [X]
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 (Check one):
Large accelerated filer [X]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
Title of each class of
securities
to be registered
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Amount to
be
registered(1)
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Proposed maximum
offering price
per
share
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Proposed maximum
aggregate
offering
price
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Amount of
registration
fee
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Primary and/or
Secondary
Offering
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Common Stock, par value $.001 per share
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Preferred Stock, par value $.001 per share(2)
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Debt Securities(2)(3)
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Warrants(4)
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Purchase Contracts(5)
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Units(6)
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Total
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$500,000,000(7)
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$35,650(8)
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(1)
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For the primary and/or secondary offering, such amount in
U.S. dollars or the equivalent thereof in foreign currencies as shall
result in an aggregate public offering price for all securities of
$500,000,000. The securities to be sold by the selling shareholders will
be shares of common stock only. In addition, pursuant to Rule 416 under
the Securities Act, the shares being registered hereunder include such
indeterminate number of shares of Common Stock as may be issuable with
respect to the Common Stock being registered hereunder as a result of
stock splits, stock dividends or similar transactions.
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(2)
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Also includes such indeterminate amount of debt
securities and number of preferred shares and common shares as may be
issued upon conversion of or in exchange for any other debt securities or
preferred shares that provide for conversion or exchange into other
securities.
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(3)
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If any debt securities are issued at an original issue
discount, then the offering may be in such greater principal amount as
shall result in a maximum aggregate offering price not to exceed
$500,000,000.
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(4)
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There is being registered hereunder an indeterminate
number of warrants as may from time to time be sold at indeterminate
prices.
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(5)
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There is being registered hereunder an indeterminate
number of purchase contracts as may from time to time be sold at
indeterminate prices.
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(6)
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There is being registered hereunder an indeterminate
number of units as may from time to time be sold at indeterminate prices.
Units may consist of any combination of the securities registered
hereunder.
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(7)
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Pursuant to Rule 457(o) under the Securities Act, which
permits the registration fee to be calculated on the basis of the maximum
offering price of all the securities listed, the table does not specify by
each class information as to the amount to be registered, proposed maximum
offering price per unit or proposed maximum aggregate offering price. The
proposed maximum aggregate offering price per class of security will be
determined from time to time by the registrant in connection with the
issuance by the registrant or the sale by a selling shareholder of the
securities registered hereunder and is not specified as to each class of
security pursuant to General Instruction II.D. of Form S-3 under the
Securities Act. In no event will the aggregate offering price of all
securities sold by the registrant and/or the selling shareholders pursuant
to this registration statement exceed $500,000,000.
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(8)
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$13,897 of the registration fee has been previously paid
with respect to certain unsold securities. Pursuant to Rules 457(o) and
457(p), the registration fee for $250 million of securities was previously
paid in connection with the filing of Post Effective No. 1 to Form S-3
(Registration No. 333-1385210) on August 27, 2009 by Net 1 UEPS
Technologies, Inc.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 (Commission File No. 333-163000) (the Registration
Statement) of Net 1 UEPS Technologies, Inc. (the Registrant) is being filed
because the Registrant expects it will no longer be a well-known seasoned issuer
(as such term is defined in Rule 405 of the Securities Act) upon the filing of
its Annual Report on Form 10-K for the year ended June 30, 2010. The reason the
Registrant will no longer be a well-known seasoned issuer is because the
worldwide market value of its outstanding common stock held by non-affiliates is
expected to be less than $700 million at the time of such filing. Accordingly,
the Registrant is filing this Post-Effective Amendment No. 1 for the purpose of
adding disclosure in the Registration Statement required for a registrant other
than a well-known seasoned issuer.
PROSPECTUS
$500,000,000
Common Stock, Preferred Stock, Debt
Securities,
Warrants, Purchase Contracts and Units
We
may from time to time offer and sell any combination of common stock, preferred
stock, debt securities, warrants, purchase contracts or units described in this
prospectus in one or more offerings. Certain selling shareholders to be
identified in a prospectus supplement may also offer and sell shares of our
common stock from time to time, in amounts, at prices and on terms that will be
determined at the time the securities are offered. 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. The aggregate offering price
of all securities issued under this prospectus, which in no case will exceed the
total number of authorized but unissued shares of common stock or preferred
stock under our then existing amended and restated articles of incorporation,
may not exceed $500,000,000. We will not receive any of the proceeds from the
sale of shares of our common stock by the selling shareholders.
The
securities may be offered and sold by us or selling shareholders 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 August 23, 2010, the last reported sale price of our common
stock was $14.05 per share.
You
should rely only on the information contained or incorporated by reference in
this prospectus. We have not authorized any other person to provide you with
different information.
Investing
in these securities involves risks set forth in the Risk Factors section
beginning on page 19 of our Annual Report on Form 10-K
for the fiscal
year ended June 30, 2009 and in our Quarterly Reports on Form 10-Q filed
thereafter, each of which is incorporated by reference into this prospectus.
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 August 25, 2010.
Neither we nor any selling shareholder has 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 the accompanying supplement to this prospectus. You must not rely
upon any information or representation not contained or incorporated by
reference in this prospectus or the accompanying prospectus supplement. This
prospectus and the 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
the 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.
Net1, Company, we, us and our refer to Net 1 UEPS Technologies, Inc.
and its consolidated subsidiaries
TABLE OF CONTENTS
__________
ABOUT THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities
and Exchange Commission, or the SEC, utilizing a shelf registration process.
Under this shelf process, we may offer and sell any combination of the
securities described in this prospectus and the selling shareholders may offer
and sell shares of common stock in one or more offerings. This prospectus
provides you with a general description of the securities we may offer and sell.
Each time we or the selling shareholders sell securities, we will 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. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading Where You Can Find More Information.
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.
WHERE YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and periodic 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 an Internet 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 made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this
prospectus and the termination of the offering:
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Annual Report on Form 10-K for the fiscal year ended June 30, 2009;
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Quarterly Report on Form 10-Q for the quarter ended September 30, 2009;
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Quarterly Report on Form 10-Q for the quarter ended December 31, 2009;
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Quarterly Report on Form 10-Q for the quarter ended March 31, 2010;
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Definitive Proxy Statement on Schedule 14A filed with the SEC on October
28, 2009;
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Current Reports on Form 8-K filed with the SEC on July 29, 2009, August 27,
2009, November 5, 2009, November 12, 2009, February 9, 2010, May 6, 2010 and
July 7, 2010;
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Description of our common stock contained in Item 7 of Amendment No. 2 to
our Form 10-SB filed on October 26, 2000 with the SEC, including any amendment
or report filed for the purpose of updating such description; and
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All documents filed by us with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act on or after the date of this prospectus and
before we stop offering the securities under this prospectus.
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. Kotze at President Place, 4th Floor, Cnr. Jan Smuts Avenue
and Bolton Road, Rosebank, Johannesburg, South Africa, telephone (2711)
343-2000.
The
most recent information that we file with the SEC automatically updates and
supersedes older information. The information contained in any such filing will
be deemed to be a part of this prospectus, commencing on the date on which the
filing is made.
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.
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 believes, expects, anticipates, intends,
plans, estimates or similar expressions.
These
forward looking statements involve known and unknown risks, uncertainties and
other factors that may cause the companys actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed, implied or inferred
by these forward-looking statements, such as product demand, market and customer
acceptance, the effect of economic conditions, competition, pricing, development
difficulties, foreign currency risks, costs of capital, the ability to
consummate and integrate acquisitions, and other risks detailed in the Companys
SEC filings.
3
The Company undertakes no obligation to revise any of these
statements to reflect future circumstances or the occurrence of unanticipated
events.
RISK FACTORS
Our business is influenced by many factors that are difficult to predict, and
that involve uncertainties that may materially affect actual operating results,
cash flows and financial condition. Before making an investment decision, you
should carefully consider these risks as well as any other information we
include or incorporate by reference in this prospectus or include in any
applicable prospectus supplement.
NET 1 UEPS TECHNOLOGIES, INC.
We
provide a smart-card based alternative payment system for the unbanked and
underbanked populations of developing economies. Our market-leading system
enables the estimated four billion people 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, 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.
In addition to effecting purchases, cash-backs and any form of payment, our
system can be used for banking, health care management, international money
transfers, voting and identification.
We
also focus on the development and provision of secure transaction technology,
solutions and services, and offer transaction processing, financial and clinical
risk management solutions to both funders and providers of healthcare. Our core
competencies around secure online transaction processing, cryptography and
integrated circuit card (chip/smart card) technologies are principally applied
to electronic commerce transactions in the telecommunications, banking, payroll,
retail, health care, petroleum and utility industries.
4
Our
technology is widely used in South Africa today, where we distribute pension and
welfare payments to over 3.2 million recipients in five of South Africas nine
provinces, process debit and credit card payment transactions on behalf of
retailers that we believe represent nearly 65% of retailers within the formal
retail sector in South Africa through our EasyPay (Proprietary) Limited, or
EasyPay system, process value added service such as bill payments and prepaid
electricity for the major bill issuers and local councils in South Africa and
provide mobile telephone top-up transactions for two of South Africas three
mobile carriers. We are the largest provider of third party payroll payments in
South Africa through our Net1 FIHRST Holdings (Proprietary) Limited, trading as
FIHRST Management Services, or FIHRST, service that processes monthly payments
for approximately 700 employers representing over 750,000 employees. Our
MediKredit Integrated Healthcare Solutions (Proprietary) Limited, or MediKredit,
service provides the majority of funders and providers of healthcare in South
Africa with an on-line real-time management system for healthcare transactions.
We
generate revenue primarily by charging transaction fees to governmental
agencies, employers, merchants and other financial services providers and by
selling hardware, software and related technology. During fiscal 2010, 2009 and
2008, we had revenue of $280.4 million, $246.8 million and $254.1 million,
respectively and operating income of $69.8 million, $93.4 million and $110.4
million, respectively. Revenues derived from our South African operations were
$267.5 million, $220.4 million and $238.9 million in fiscal 2010, 2009 and 2008,
respectively. Revenues derived from our operations in Europe were $12.3 million,
$19.6 million and nil, in fiscal 2010, 2009 and 2008, respectively and revenues
derived from our operations in the rest of the world were $0.6 million, $6.9
million and $15.2 million in fiscal 2010, 2009 and 2008, respectively.
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.
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. In the case of a sale by a selling shareholder, we will
not receive any of the proceeds from such sale.
RATIO OF EARNINGS TO FIXED CHARGES
The
following table sets forth our ratio of earnings to fixed charges for the
periods indicated.
5
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Fiscal
Year Ended June 30,
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Nine Months
Ended
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2009
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2008
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2007
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2006
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2005
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March 31, 2010
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Ratio of earnings to fixed charges
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50.78
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14.32
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11.45
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9.19
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11.56
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6.17
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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.
DESCRIPTION OF SECURITIES
This
prospectus contains a summary of the securities that Net1 or certain selling
shareholders to be identified in a prospectus supplement 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 August 25, 2010, 45,378,397 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 currently listed on the Nasdaq Global Select Market under the
symbol UEPS.
6
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.
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 The Bank of New York Mellon, as trustee. Senior debt
securities will be issued under a senior indenture to be executed between us and
The Bank of New York Mellon, as trustee, which we refer to as the senior
indenture. Subordinated debt securities will be issued under a subordinated
indenture to be executed between us and The Bank of New York Mellon, as trustee,
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
stockholders, 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.
7
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:
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the title of the securities;
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any limit on the amount that may be issued;
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whether or not the debt securities will be issued in global form and who
the depositary will be;
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the maturity date(s);
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the interest rate or the method of computing the interest rate;
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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;
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the place(s) where payments will be made;
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Net1s right, if any, to defer payment of interest and the maximum length
of any deferral period;
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the terms and conditions on which the debt securities may be redeemed at
the option of Net1;
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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;
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any provisions granting special rights to holders when a specified event
occurs;
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any changes to or additional events of default or covenants;
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any special tax implications of the debt securities;
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the denominations in which the debt securities will be issued, if other
than denominations of $1,000 and whole multiples of $1,000;
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the subordination terms of any subordinated debt securities; and
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any other terms that are not inconsistent with the indenture.
8
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.
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:
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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
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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.
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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. LIBOR for each interest
reset date, other than for the initial interest rate, will be determined by the
calculation agent as follows:
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(i)
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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.
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(ii)
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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 the calculation agent after
consulting with 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 the calculation agent
after consulting with 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.
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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.
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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.
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, or securities of third
parties. 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.
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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.
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 the trustee, 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 the trustee
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)
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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)
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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.
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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.
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, 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.
The
Company 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:
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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 thereafter the
trustee will be authorized to enter into a supplemental agreement or indenture
and to take such action as it may deem advisable to enable it to enforce the
rights of the holders of the outstanding debt securities so secured.
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:
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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;
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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;
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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;
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certain events of bankruptcy or insolvency, whether voluntary or not; and
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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 reasonably 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:
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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
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unless otherwise provided under the Trust Indenture Act, 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:
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the holder has given written notice to the trustee of a continuing event of
default;
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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;
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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;
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such holders have offered indemnity reasonably satisfactory to the trustee
to cover the cost of the proceedings; and
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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:
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to fix any ambiguity, defect or inconsistency in the indenture;
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to effect the assumption of a successor corporation of our obligations
under such indenture and the outstanding debt securities;
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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;
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to change anything that does not materially adversely affect the interests
of any holder of debt securities of any series; and
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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:
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extending the fixed maturity;
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reducing the principal amount;
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reducing the rate of or extending the time of payment of interest;
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reducing any premium payable upon redemption;
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reducing the percentage of debt securities referred to above, the holders
of which are required to consent to any amendment; or
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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 must
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 reasonable security or indemnity 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.
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.
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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.
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 securities of
third parties 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 PURCHASE CONTRACTS
We
may issue purchase contracts for the purchase or sale of:
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debt or equity securities issued by us or securities of third parties, a basket
of such securities, an index or indices of such securities or any combination
of the above as specified in the applicable prospectus supplement;
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currencies; or
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commodities.
Each
purchase contract will entitle the holder thereof to purchase or sell, and
obligate us to sell or purchase, on specified dates, such securities, currencies
or commodities at a specified purchase price, which may be based on a formula,
all as set forth in the applicable prospectus supplement. We may, however,
satisfy our obligations, if any, with respect to any purchase contract by
delivering the cash value of such purchase contract or the cash value of the
property otherwise deliverable or, in the case of purchase contracts on
underlying currencies, by delivering the underlying currencies, as set forth in
the applicable prospectus supplement. The applicable prospectus supplement will
also specify the methods by which the holders may purchase or sell such
securities, currencies or commodities and any acceleration, cancellation or
termination provisions or other provisions relating to the settlement of a
purchase contract.
The
purchase contracts may require us to make periodic payments to the holders
thereof or vice versa, which payments may be deferred to the extent set forth in
the applicable prospectus supplement, and those payments may be unsecured or
prefunded on some basis. The purchase contracts may require the holders thereof
to secure their obligations in a specified manner to be described in the
applicable prospectus supplement. Alternatively, purchase contracts may require
holders to satisfy their obligations thereunder when the purchase contracts are
issued. Our obligation to settle such pre-paid purchase contracts on the
relevant settlement date may constitute indebtedness. Accordingly, pre-paid
purchase contracts will be issued under either the senior indenture or the
subordinated indenture.
DESCRIPTION OF UNITS
As
specified in the applicable prospectus supplement, we may issue units consisting
of one or more purchase contracts, 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.
19
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.
20
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 Securities Exchange Act of 1934,
and a successor depositary registered as a clearing agency under the Securities
Exchange Act of 1934 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.
SELLING SHAREHOLDERS
Information
about selling shareholders, if any, including their identities and the common
stock to be registered on their behalf, will be set forth in a prospectus
supplement, in a post-effective amendment or in filings we make with the SEC
under the Exchange Act that are incorporated by reference into this prospectus.
21
All
of the shares of common stock currently held by the selling shareholders were
acquired in transactions that were completed prior to the date of the filing of
the registration statement of which this prospectus is a part and were issued
and outstanding prior to the date of the filing of the registration statement of
which this prospectus is a part. Selling shareholders shall not sell any of our
common stock pursuant to this prospectus until we have identified such selling
shareholders, any relationship any selling shareholder has had with us in the
three years prior to any such sale, the total number of shares held by each
selling shareholder before and after the sale and the number of shares of common
stock being offered for resale by such selling shareholders in a subsequent
prospectus supplement. However, the selling shareholders may sell or transfer
all or a portion of their common stock pursuant to any available exemption from
the registration requirements of the Securities Act.
PLAN OF DISTRIBUTION
Net1
and/or the selling shareholders, if applicable, may sell the securities in one
or more of the following ways (or in any combination) from time to time:
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 Net1,
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 and/or the selling shareholders, if applicable, 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:
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
and/or the selling shareholders, if applicable, 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
and/or the selling shareholders, if applicable, may authorize underwriters,
dealers or agents to solicit offers by certain purchasers to purchase the
securities from Net1 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 Net1 and/or the
selling shareholders, if applicable, to indemnification by Net1 and/or the
selling shareholders, if applicable, against certain civil liabilities,
including liabilities under the Securities Act of 1933, 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 Net1 and its 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.
EXPERTS
The
financial statements incorporated in this prospectus by reference from the
Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2009,
and the effectiveness of the Companys 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 herein by reference. Such financial statements have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
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.
23
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
|
$
|
35,650
|
|
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 may be 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, against liability incurred in connection
with such proceeding (including any appeal thereof) if he acted in good faith
and in a manner he 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 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 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 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 under the above
provisions, unless pursuant to a court determination, may 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, by duly
selected independent legal counsel, or by a majority vote of the disinterested
security holders. The board of directors also may 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 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;
(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
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 (i), (ii) and (iii)
do not apply if the information required to be included in a post -effective
amendment by those paragraphs is contained in reports filed with or furnished to
the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 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, 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
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 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 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, each filing of the Registrants annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plans annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 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 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 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 in
accordance with the rules and regulations prescribed under 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 25 day of August, 2010.
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, this Registration Statement has
been signed by the following persons in the capacities indicated and on the
dates indicated.
/s/ Serge C.P.
Belamant
Name: Serge C.P.
Belamant
Title: Chief
Executive Officer, Chairman
of
the Board and Director
(Principal
Executive Officer)
Date: August 25, 2010
/s/ Herman Gideon
Kotze
Name: Herman Gideon
Kotze
Title: Chief
Financial Officer,
Treasurer,
Secretary
and Director
(Principal
Financial
and Accounting Officer)
Date: August 25, 2010
*
Name: Antony Charles Ball
Title: Director
Date: August 25, 2010
*
Name: Christopher Stefan Seabrooke
Title: Director
Date: August 25, 2010
*
Name: Alasdair Jonathan Kemsley
Pein
Title: Director
Date: August 25, 2010
*
Name: Paul Edwards
Title:
Director
Date: August 25, 2010
*
Name: Tom C. Tinsley
Title:
Director
Date: August 25, 2010
*By:
/s/ Serge C.P.
Belamant
Name: Serge C.P. Belamant
Title:
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 The Bank of New York Mellon (formerly known as The
Bank of New York), as Trustee (incorporated by reference to Exhibit 4.1 of
our Registration Statement on Form S-3 (File No. 333- 138521) filed with
the Securities and Exchange Commission on November 8, 2006)
|
|
|
|
4.2
|
|
Form of Subordinated Debt Indenture between Net 1 UEPS
Technologies, Inc. and The Bank of New York Mellon (formerly known as The
Bank of New York), as Trustee (incorporated by reference to Exhibit 4.2 of
our Registration Statement on Form S-3 (File No. 333-138521) filed with
the Securities and Exchange Commission on November 8, 2006)
|
|
|
|
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 Purchase Contract
|
|
|
|
4.8*
|
|
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)
|
|
|
|
23.3
|
|
Consent of DLA Piper LLP (US)
(included in exhibit 5.1)
|
|
|
|
24.1**
|
|
Power of Attorney
|
|
|
|
25.1**
|
|
Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of The Bank of New York Mellon
|
|
|
|
25.2**
|
|
Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of The Bank of New York Mellon
|
* To be filed by amendment or as an exhibit to a report
pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act.
** Previously
filed.
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