SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Nedbank LTD

(Last) (First) (Middle)
135 RIVONIA ROAD

(Street)
SANDOWN 2196 SOUTH AFRICA

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NET 1 UEPS TECHNOLOGIES INC [ UEPS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/08/2005 S 6,652,819 D $22 0 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Special Convertible Preferred Stock (1) 08/05/2005 C 6,652,819 (2) (2) Common Stock 6,652,819 (4) 1,500,000 D(3)
1. Name and Address of Reporting Person*
Nedbank LTD

(Last) (First) (Middle)
135 RIVONIA ROAD

(Street)
SANDOWN 2196 SOUTH AFRICA

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
Nedbank Group LTD

(Last) (First) (Middle)
135 RIVONIA ROAD

(Street)
SANDOWN 2196 SOUTH AFRICA

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
Explanation of Responses:
1. The special convertible preferred stock ("preferred stock") is convertible into shares of common stock, par value $0.001 per share (the "common stock"), of Net 1 UEPS Technologies, Inc. ("Net 1") on a one-for-one basis on the occasion of a trigger event described in Note 2.
2. The preferred stock is convertible into shares of Net 1 common stock upon the occurrence of a trigger event, which is defined as any one of the following: (1) notification by the shareholder of the intention to convert some or all of such holder's preferred stock; (2) the abolition or relaxation of South African exchange control regulations such that South African residents would be permitted to directly hold shares of non-South African companies; or (3) Net 1's liquidation, insolvency or other winding up.
3. By Nedbank directly. The Reporting Persons are Nedbank and Nedbank Group Limited ("NGL"). The securities are held of record by Nedbank, as beneficial owner of such securities. As the parent company of Nedbank, NGL may be deemed to be the beneficial owner of securities held by Nedbank. NGL disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest.
4. No consideration is required to be paid by Nedbank upon conversion of the preferred stock into shares of Net 1 common stock.
/s/ Justin Kretzschmar and John Bestbier 08/09/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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