- Current report filing (8-K)
04 November 2010 - 8:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
November
3, 2010 (October 29, 2010)
NET 1 UEPS TECHNOLOGIES,
INC.
(Exact name of registrant as specified in its
charter)
Florida
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000-31203
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98-0171860
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|
|
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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President Place, 4
th
Floor, Cnr. Jan
Smuts Avenue and Bolton Road
Rosebank, Johannesburg, South
Africa
(Address of principal executive offices) (ZIP Code)
Registrants telephone number, including area code:
011-27-11-343-2000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e -4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On October 29, 2010, concurrently with the closing of the
acquisition of KSNET, Inc. (KSNET) described in Item 2.01 below, Net1 Applied
Technologies Korea (Net1 Korea), an indirect wholly-owned subsidiary of Net 1
UEPS Technologies, Inc. ( Net 1), entered into a Senior Facilities Agreement
(the Facilities Agreement) with a group of financial institutions led by
Republic of Korea-based Hana Bank which provides for Net1 Korea to borrow up to
130.5 billion Korean won (KRW) to finance a portion of the purchase price for
KSNET. Net1 Korea borrowed the entire KRW 130.5 billion at the time of closing.
The terms and conditions of the Facilities Agreement are more fully discussed in
Item 2.03 below.
Item 2.01. Completion of Acquisition or Disposition of
Assets.
On September 16, 2010, Net1 announced that it had agreed to
purchase 98.73% of the outstanding share capital of KSNET, a leading Korean
payment processor, for KRW 270 billion in cash, subject to a post-closing
working capital adjustment. The acquisition closed on October 29, 2010. At the
closing, Net1 Korea paid a portion of the purchase price (and related
transaction expenses) with cash on hand and the remainder with the proceeds of
the KRW 130.5 billion loan provided pursuant to the Facilities Agreement.
A copy of the press release issued on November 1, 2010
announcing the closing of the acquisition is attached hereto as Exhibit
99.1.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The Facilities Agreement provides for three separate
facilities: a Facility A loan to Net1 Korea of up to KRW 130.5 billion (divided
into Facility A1 (KRW 65.5 billion) and Facility A2 (KRW 65.0 billion)) and a
Facility B loan to KSNET of up to KRW 65.0 billion. Net1 borrowed the full
amount of the Facility A loans on the closing date of the acquisition to fund a
portion of the purchase price. The Facility B loan, if drawn, must be used to
repay the Facility A2 loan and may be borrowed only if Net1 Korea and KSNET
complete a merger transaction with each other. Interest on the loans is payable
quarterly and is based on the Korean CD rate in effect from time to time plus a
margin of 4.10% for Facility A loans and 3.90% for the Facility B loan. The
Facility A1 loan matures on the fifth anniversary of the initial drawdown with
no required principal prepayments. Principal on the Facility A2 loan and
Facility B loan is repayable in scheduled installments, beginning twelve months
after initial drawdown and thereafter, semi-annually with final maturity
scheduled for 54 months after initial drawdown. The loans are secured by
substantially all of KSNETs assets, a pledge by Net1 Korea of its entire equity
interest in KSNET and a pledge by the immediate parent of Net1 Korea (also one
of our subsidiaries) of its entire equity interest in Net1 Korea. The Facilities
Agreement contains customary covenants that require Net1 Korea and its
consolidated subsidiaries to maintain certain specified financial ratios
(including a leverage ratio and a debt service coverage ratio) and restrict
their ability to make certain distributions with respect to their capital stock,
prepay other debt, encumber their assets, incur additional indebtedness, make
capital expenditures above specified levels, engage in certain business
combinations and engage in other corporate activities. The loans under the Facilities Agreement are
without recourse to, and the covenants and other agreements contained therein do
not apply to, Net1 or any of Net1s subsidiaries (other than Net1 Korea and its
subsidiaries, including KSNET).
The foregoing description of the Facilities Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Facilities Agreement, a copy of which is attached hereto as Exhibit
10.52 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of business acquired.
All required financial statements with respect to KSNET will be
filed by amendment pursuant to Item 9.01(a)(4) within 71 days following the
filing of this report.
(b) Pro forma financial information.
All required pro forma financial information will be filed by
amendment pursuant to Item 9.01(b)(2) within 71 days following the filing of
this report.
(d) Exhibits.
Exhibit No.
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Description
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10.51
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Senior
Facilities Agreement dated October 29, 2010, between Net 1 Applied Technologies
Korea, as borrower, Hana Daetoo Securities Co., Ltd., as mandated lead
arranger, Shinhan Bank and Woori Bank, as co-arrangers, the financial
institutions listed therein as original lenders and Hana Bank, as agent
and security agent.
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99.1
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Press
release issued November 1, 2010.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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NET 1 UEPS TECHNOLOGIES, INC.
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Date: November 3, 2010
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By:
/s/ Herman Gideon Kotzé
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Herman Gideon Kotzé
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Chief Financial
Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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10.51
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Senior
Facilities Agreement dated October 29, 2010, between Net 1 Applied Technologies
Korea, as borrower, Hana Daetoo Securities Co., Ltd., as mandated lead
arranger, Shinhan Bank and Woori Bank, as co-arrangers, the financial
institutions listed therein as original lenders and Hana Bank, as agent
and security agent.
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99.1
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Press
release issued November 1, 2010.
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