The information required on
the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes.)
sf-3665662
CUSIP No. 251893103
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
International Value Advisers, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds
AF
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5.
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Check Box if Disclosure of Legal Proceeding is Required Pursuant
to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Delaware, United States
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Number of
Shares
Beneficially
owned by
Each
Reporting
Person
With:
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
6,711,492
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
7,107,962
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,107,962
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12.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount in Row (11)
12.6%
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14.
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Type of Reporting Person (See Instructions)
IA
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sf-3665662
CUSIP No. 251893103
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Charles de Vaulx
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds
OO
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5.
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Check Box if Disclosure of Legal Proceeding is Required Pursuant
to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
France
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Number of
Shares
Beneficially
owned by
Each
Reporting
Person
With:
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
5,743,782
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
6,140,252
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,140,252
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12.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount in Row (11)
10.9%
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14.
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Type of Reporting Person (See Instructions)
IN
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sf-3665662
CUSIP No. 251893103
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Charles de Lardemelle
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds
OO
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5.
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Check Box if Disclosure of Legal Proceeding is Required Pursuant
to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
owned by
Each
Reporting
Person
With:
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7.
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Sole Voting Power
967,710
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8.
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Shared Voting Power
5,743,782
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9.
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Sole Dispositive Power
967,710
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10.
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Shared Dispositive Power
6,140,252
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,107,962
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12.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount in Row (11)
12.6%
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14.
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Type of Reporting Person (See Instructions)
IN
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sf-3665662
EXPLANATORY NOTE
International Value Advisers, LLC previously filed a
statement on Schedule 13G with the Securities and Exchange Commission on February 13, 2019, as amended, with respect to the securities
that are the subject of this Schedule 13D pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended (the
“Act”).
Item 1. Security and Issuer
This statement relates to the
common stock, par value $0.001 per share (the “Shares”), of Net 1 UEPS Technologies, Inc., a Florida corporation
(the “Issuer”), with principal executive offices at President Place, 4th Floor, Cnr. Jan Smuts Avenue
& Bolton Road, Rosebank, Johannesburg, South Africa.
Item 2. Identity and Background
(a)
The Shares reported herein are held by various separately managed account clients (the “Managed
Accounts”) and certain funds (the “Funds”) under the management and control of International Value Advisers,
LLC (“IVA”), a Delaware limited liability company and an investment adviser registered under the Investment Advisers
Act of 1940. The Funds are the following: (i) IVA Worldwide Fund, an investment company registered under the Investment Company
Act of 1940, as amended (“WORLD”); (ii) IVA International Fund, an investment company registered under the Investment
Company Act of 1940, as amended (“INTER”); (iii) IVA Global Fund (Delaware) L.P., a Delaware limited partnership (“IVAGF”);
(iv) IVA Overseas Master Fund L.P., a Cayman Islands exempted limited partnership (“IVAOMF”); and (iv) IVA Global SICAV,
an investment company registered in the Grand Duchy of Luxembourg as an undertaking for collective investment in transferable securities
(“SICAV”). IVA is also the managing partner of IVAGF’s and IVAOMF’s general partner. Charles de Vaulx and
Charles (“Chuck”) de Lardemelle are co-Chief Investment Officers (each a “CIO”, and together, the “CIOs”)
for, WORLD, INTER, IVAGF, IVAOMF and all but one Managed Account and, as such, have the authority to make decisions regarding disposition
of their Shares and the authority to make decisions regarding voting of some of the shares. Chuck de Lardemelle also acts as the
sole Portfolio Manager for a Managed Account and the SICAV, and, as such, has the authority to make decision regarding disposition
of their shares and the authority to make decisions regarding voting all of their Shares.
IVA and the CIOs are each referred to herein individually
as a “Reporting Person” and collectively as the “Reporting Persons.”
(b)
The principal business address of IVA and the CIOs is 717 Fifth Avenue, 10th Floor,
New York, NY 10022.
(c)
The principal business of IVA and the CIOs is to invest funds for client accounts under their
management.
(d)
Neither IVA nor the CIOs has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e)
Neither IVA nor the CIOs has, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f)
IVA is a Delaware limited liability company. Charles de Vaulx and Chuck de Lardemelle are
both citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The Shares reported herein were acquired
at an aggregate purchase amount of $60,000,425. The Shares were acquired with investment funds of the Managed Accounts and Funds
advised by IVA.
sf-3665662
Item 4. Purpose of Transaction
IVA originally acquired the Shares
for investment purposes in the ordinary course of business.
In pursuing such investment purposes,
the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Shares at times, and in such manner,
as they deem advisable to benefit from changes in market prices of such Shares, changes in the Issuer's operations, business strategy
or prospects, or from sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will routinely monitor
the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and
prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons
and other investment considerations. Consistent with its investment research methods and evaluation criteria, the Reporting
Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or
potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors.
Such factors and discussions may materially affect, and result in, the Reporting Persons' modifying their ownership of the Issuer’s
Shares, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes
in the Issuer's operations or board of directors, governance or capitalization, or in proposing one or more of the other actions
described in subsections (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the
right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer,
including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Shares
or dispose of all the Shares beneficially owned by them, in the public market or privately negotiated transactions. The Reporting
Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
Item 5. Interest in Securities of the Issuer
The aggregate percentage of Share
reportedly owned by each person named herein is based upon 56,568,425 Shares outstanding, as of November 4, 2019 and reported in
the Issuer’s Form 10-Q filed on November 7, 2019.
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a)
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As of January 31, 2020, 7,107,962 Shares in aggregate were deemed to be beneficially owned by
IVA, as the investment manager to i) WORLD which owns 2,644,224 Shares constituting 4.7% of the Issuer’s outstanding Shares,
ii) INTER which owns 2,281,099 Shares constituting 4.0% of the Issuer’s outstanding Shares, iii) IVAGF which owns 102,872
Shares constituting 0.2% of the Issuer’s outstanding Shares, iv) IVAOMF which owns 255,757 Shares constituting 0.5%, iv)
SICAV which owns 653,936 Shares constituting 1.2% of the Issuer’s outstanding Shares, and v) the Managed Accounts which own
1,170,074 Shares constituting 2.1% of the Issuer’s outstanding Shares.
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Percentage: 12.6%
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b)
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Sole power to vote or direct the vote: 0
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Shared power to vote or direct the vote: 6,711,492
Sole power to dispose or direct the disposition:
0
Shared power to dispose or direct the disposition:
7,107,962
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a)
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Mr. De Vaulx, as co-CIO and managing member of IVA, may be deemed the beneficial owner of 6,140,252
Shares owned by the WORLD, INTER, IVAGF, IVAOMF and all but one Managed Account.
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Percentage: 10.9%
sf-3665662
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b)
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Sole power to vote or direct the vote: 0
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Shared power to vote or direct the vote: 5,743,782
Sole power to dispose or direct the disposition:
0
Shared power to dispose or direct the disposition:
6,140,252
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a)
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Mr. de Lardemelle, as co-CIO and managing member of IVA, may be deemed the beneficial owner of
7,107,962 Shares owned by the Funds and the Managed Accounts.
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Percentage: 12.6%
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b)
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Sole power to vote or direct the vote: 967,710
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Shared power to vote or direct the vote: 5,743,782
Sole power to dispose or direct the disposition:
967,710
Shared power to dispose or direct the disposition:
6,140,252
As of January 31, 2020, the Reporting
Persons collectively beneficially owned an aggregate of 7,107,962 Shares, constituting 12.6% of the Issuer’s outstanding
Shares.
Each Reporting Person, as a member
of a “group” with the other Reporting Persons, may be deemed beneficial owner of the Shares directly owned by the other
Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary
interest therein.
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c)
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A list of transactions in the Shares that were effected by the Reporting Persons during the past
60 days is attached as Exhibit A hereto and is incorporated herein by reference. All of the transactions listed on Exhibit
A were effected in the open market.
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d)
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No other person is known to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, Shares other than the Funds and Managed Accounts that IVA manages.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
On January 31, 2020 the
Reporting Persons entered into a Joint Filing Agreement in which, among other things, the Reporting Persons agreed to joint
filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. The Joint Filing
Agreement is attached hereto Exhibit B.
Item 7. Material to be Filed as Exhibits
Exhibit A Transactions
in Shares that were effected by IVA during the past sixty days.
Exhibit B Joint Filing Agreement
sf-3665662
SIGNATURE
After reasonable inquiry and to
the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 31, 2020
International Value Advisers,
LLC
By: /s/ Charles de
Vaulx
Name: Charles de Vaulx
Title: Managing Partner
Charles de Vaulx
/s/ Charles de Vaulx
Charles de Lardemelle
/s/ Charles de Lardemelle
sf-3665662
EXHIBIT INDEX
Exhibit A Transactions in Shares that were effected by
IVA during the past sixty days
Exhibit B Joint Filing Agreement
sf-3665662