10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from To

Commission file number: 000-31203

NET 1 UEPS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Florida	98-0171860
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	Identification No.)

President Place, 4 Floor, Cnr. Jan Smuts Avenue and Bolton Road,

Rosebank, Johannesburg, 2196, South Africa

(Address of principal executive offices, including zip code)

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

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	UEPS	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):

☐	Large accelerated filer	☒	Accelerated filer
☐	Non-accelerated filer	☒	Smaller reporting company
		☐	Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

As of May 4, 2022 (the latest practicable date), 59,178,548 shares of the registrant’s common stock, par value $0.001 per share, net of treasury shares, were outstanding.

	Form 10-Q NET 1 UEPS TECHNOLOGIES, INC. Table of Contents
		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2022 and June 30, 2021	2
	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2022 and 2021	3
	Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended March 31, 2022 and 2021	4
	Unaudited Condensed Consolidated Statement of Changes in Equity for the three and nine months ended March 31, 2022 and 2021	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the three and nine months ended March 31, 2022 and 2021	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	62
Item 4.	Controls and Procedures	63
Part II. OTHER INFORMATION
Item 1A.	Risk Factors	64
Item 6.	Exhibits	66
Signatures		67
EXHIBIT 10.49
EXHIBIT 10.50
EXHIBIT 10.51
EXHIBIT 10.52
EXHIBIT 10.53
EXHIBIT 10.54
EXHIBIT 10.55
EXHIBIT 10.56
EXHIBIT 10.57
EXHIBIT 10.58

1

Part I. Financial information

Item 1. Financial Statements

NET 1 UEPS TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Balance Sheets

						March 31,			June 30,
						2022		2021(A)
						(In thousands, except share data)
					ASSETS
CURRENT ASSETS
	Cash and cash equivalents					$	183,712	$	198,572
	Restricted cash related to ATM funding and credit facilities (Note 8)						56,336		25,193
	Accounts receivable, net and other receivables (Note 2)						24,435		26,583
	Finance loans receivable, net (Note 2)						22,196		21,142
	Inventory (Note 3)						22,104		22,361
		Total current assets before settlement assets					308,783		293,851
			Settlement assets				364		466
				Total current assets			309,147		294,317
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of - March: $37,708 June: $38,535							5,851		7,492
OPERATING LEASE RIGHT-OF-USE (Note 16)							3,375		4,519
EQUITY-ACCOUNTED INVESTMENTS (Note 5)							7,275		10,004
GOODWILL (Note 6)							28,661		29,153
INTANGIBLE ASSETS, NET (Note 6)							298		357
DEFERRED INCOME TAXES							1,066		622
OTHER LONG-TERM ASSETS, including reinsurance assets (Note 5 and 7)							77,992		81,866
TOTAL ASSETS							433,665		428,330
					LIABILITIES
CURRENT LIABILITIES
	Short-term credit facilities for ATM funding (Note 8)						45,678		14,245
	Accounts payable						5,102		7,113
	Other payables (Note 9)						27,187		27,588
	Operating lease liability - current (Note 16)						2,232		2,822
	Income taxes payable						695		256
		Total current liabilities before settlement obligations					80,894		52,024
			Settlement obligations				364		466
				Total current liabilities			81,258		52,490
DEFERRED INCOME TAXES							10,408		10,415
OPERATING LEASE LIABILITY - LONG TERM (Note 16)							1,345		1,890
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 7)							2,695		2,576
TOTAL LIABILITIES							95,706		67,371
REDEEMABLE COMMON STOCK							84,979		84,979
					EQUITY
COMMON STOCK (Note 10)
	Authorized: 200,000,000 with $0.001 par value;
	Issued and outstanding shares, net of treasury - March: 57,921,062 June: 56,716,620						80		80
PREFERRED STOCK
	Authorized shares: 50,000,000 with $0.001 par value;
	Issued and outstanding shares, net of treasury: March: - June: -						-		-
ADDITIONAL PAID-IN-CAPITAL							304,430		301,959
TREASURY SHARES, AT COST: March: 24,891,292 June: 24,891,292							(286,951)		(286,951)
ACCUMULATED OTHER COMPREHENSIVE LOSS (Note 11)							(142,465)		(145,721)
RETAINED EARNINGS							377,886		406,613
TOTAL NET1 EQUITY							252,980		275,980
NON-CONTROLLING INTEREST							-		-
TOTAL EQUITY							252,980		275,980
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY						$	433,665	$	428,330
	(A) – Derived from audited financial statements
	See Notes to Unaudited Condensed Consolidated Financial Statements

2

NET 1 UEPS TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Operations

		Three months ended					Nine months ended
			March 31,				March 31,
		2022		2021		2022		2021
		(In thousands, except per share data)				(In thousands, except per share data)
REVENUE (Note 15)		$	35,202	$	28,828	$	100,820	$	96,269
EXPENSE
	Cost of goods sold, IT processing, servicing and support		23,008		23,096		67,795		73,895
	Selling, general and administration		15,184		18,892		53,372		59,517
	Depreciation and amortization		463		1,132		2,084		3,129
	Reorganization costs (Note 1)		5,852		-		5,852		-
	Transaction costs related to Connect Group acquisition		116		-		1,790		-
OPERATING LOSS			(9,421)		(14,292)		(30,073)		(40,272)
CHANGE IN FAIR VALUE OF EQUITY SECURITIES (Note 4 and 5)			-		10,814		-		25,942
GAIN RELATED TO FAIR VALUE ADJUSTMENT TO CURRENCY OPTIONS (Note 4)			6,120		-		3,691		-
LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT (Note 5)			346		-		346		13
GAIN ON DISPOSAL OF EQUITY SECURITIES (Note 5)			720		-		720		-
LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT - BANK FRICK (Note 5)			-		472		-		472
INTEREST INCOME			761		606		1,463		1,934
INTEREST EXPENSE			691		744		2,272		2,168
LOSS BEFORE INCOME TAX EXPENSE			(2,857)		(4,088)		(26,817)		(15,049)
INCOME TAX EXPENSE (Note 18)			470		2,171		754		4,549
NET LOSS BEFORE EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS			(3,327)		(6,259)		(27,571)		(19,598)
EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS (Note 5)			-		55		(1,156)		(20,098)
NET LOSS ATTRIBUTABLE TO NET1		$	(3,327)	$	(6,204)	$	(28,727)	$	(39,696)
Net loss per share, in United States dollars (Note 13):
Basic loss attributable to Net1 shareholders		$	(0.06)	$	(0.11)	$	(0.50)	$	(0.70)
Diluted loss attributable to Net1 shareholders		$	(0.06)	$	(0.11)	$	(0.50)	$	(0.70)
See Notes to Unaudited Condensed Consolidated Financial Statements

3

NET 1 UEPS TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income

						Three months ended				Nine months ended
						March 31,				March 31,
					2022		2021		2022		2021
						(In thousands)				(In thousands)
Net loss					$	(3,327)	$	(6,204)	$	(28,727)	$	(39,696)
Other comprehensive income (loss), net of taxes
	Movement in foreign currency translation reserve					14,831		(2,470)		3,317		23,675
	Release of foreign currency translation reserve related to disposal of Finbond equity securities (Note 11)					583		-		583		-
	Movement in foreign currency translation reserve related to equity-accounted investments					-		-		(644)		1,688
	Release of foreign currency translation reserve related to disposal of Bank Frick (Note 11)					-		(2,462)		-		(2,462)
			Total other comprehensive (loss) income, net of taxes			15,414		(4,932)		3,256		22,901
		Comprehensive income (loss)				12,087		(11,136)		(25,471)		(16,795)
				Comprehensive income (loss) attributable to Net1	$	12,087	$	(11,136)	$	(25,471)	$	(16,795)
See Notes to Unaudited Condensed Consolidated Financial Statements

4

NET 1 UEPS TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

	Net 1 UEPS Technologies, Inc. Shareholders
	Number of Shares		Amount	Number of Treasury Shares		Treasury Shares	Number of shares, net of treasury		Additional Paid-In Capital		Retained Earnings		Accumulated other comprehensive loss		Total Net1 Equity		Non-controlling Interest		Total		Redeemable common stock
	For the three months ended March 31, 2021 (dollar amounts in thousands)
Balance – January 1, 2021	81,505,851	$	80	(24,891,292)	$	(286,951)	56,614,559	$	302,196	$	411,178	$	(141,242)	$	285,261	$	-	$	285,261	$	84,979
Exercise of stock options	11,501		-				11,501		35						35				35
Stock-based compensation charge (Note 12)							-		245						245				245
Reversal of stock-based compensation charge (Note 12)	-						-		-						-				-
Net loss							-				(6,204)				(6,204)		-		(6,204)
Other comprehensive loss (Note 11)													(4,932)		(4,932)		-		(4,932)
Balance – March 31, 2021	81,517,352	$	80	(24,891,292)	$	(286,951)	56,626,060	$	302,476	$	404,974	$	(146,174)	$	274,405	$	-	$	274,405	$	84,979

	For the nine months ended March 31, 2021 (dollar amounts in thousands)
Balance – July 1, 2020	82,010,217	$	80	(24,891,292)	$	(286,951)	57,118,925	$	301,489	$	444,670	$	(169,075)	$	290,213	$	-	$	290,213	$	84,979
Exercise of stock options	17,335		-				17,335		53						53				53
Stock-based compensation charge (Note 12)									1,173						1,173				1,173
Reversal of stock-based compensation charge (Note 12)	(510,200)						(510,200)		(297)						(297)				(297)
Stock-based compensation charge related to equity-accounted investment									(40)						(40)				(40)
Proceeds from disgorgement of shareholders' short-swing profits									98						98				98
Net loss											(39,696)				(39,696)		-		(39,696)
Other comprehensive income (Note 11)													22,901		22,901		-		22,901
Balance – March 31, 2021	81,517,352	$	80	(24,891,292)	$	(286,951)	56,626,060	$	302,476	$	404,974	$	(146,174)	$	274,405	$	-	$	274,405	$	84,979
See Notes to Unaudited Condensed Consolidated Financial Statements

5

NET 1 UEPS TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

	Net 1 UEPS Technologies, Inc. Shareholders
	Number of Shares		Amount	Number of Treasury Shares		Treasury Shares	Number of shares, net of treasury		Additional Paid-In Capital		Retained Earnings		Accumulated other comprehensive loss		Total Net1 Equity		Non-controlling Interest		Total		Redeemable common stock
	For the three months ended March 31, 2022 (dollar amounts in thousands)
Balance – January 1, 2022	82,548,464	$	80	(24,891,292)	$	(286,951)	57,657,172	$	303,804	$	381,213	$	(157,879)	$	240,267	$	-	$	240,267	$	84,979
Restricted stock granted (Note 12)	257,222						257,222								-				-
Exercise of stock option (Note 12)	6,668		-				6,668		21						21				21
Stock-based compensation charge (Note 12)									619						619				619
Reversal of stock-based compensation charge (Note 12)	-						-		(5)						(5)				(5)
Stock-based compensation charge related to equity-accounted investment (Note 5)									(9)						(9)				(9)
Net loss											(3,327)				(3,327)		-		(3,327)
Other comprehensive income (Note 11)													15,414		15,414		-		15,414
Balance – March 31, 2022	82,812,354	$	80	(24,891,292)	$	(286,951)	57,921,062	$	304,430	$	377,886	$	(142,465)	$	252,980	$	-	$	252,980	$	84,979

	For the nine months ended March 31, 2022 (dollar amounts in thousands)
Balance – July 1, 2022	81,607,912	$	80	(24,891,292)	$	(286,951)	56,716,620	$	301,959	$	406,613	$	(145,721)	$	275,980	$	-	$	275,980	$	84,979
Restricted stock granted	984,921						984,921		-						-				-
Exercise of stock option (Note 12)	249,521		-				249,521		760						760				760
Stock-based compensation charge (Note 12)									1,751						1,751				1,751
Reversal of stock-based compensation charge (Note 12)	(30,000)						(30,000)		(40)						(40)				(40)
Stock-based compensation charge related to equity accounted investment (Note 5)									-						-				-
Net loss											(28,727)				(28,727)		-		(28,727)
Other comprehensive income (Note 11)													3,256		3,256		-		3,256
Balance – March 31, 2022	82,812,354	$	80	(24,891,292)	$	(286,951)	57,921,062	$	304,430	$	377,886	$	(142,465)	$	252,980	$	-	$	252,980	$	84,979
See Notes to Unaudited Condensed Consolidated Financial Statements

6

NET 1 UEPS TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

				Three months ended				Nine months ended
				March 31,				March 31,
			2022		2021		2022		2021
				(In thousands)				(In thousands)
Cash flows from operating activities
	Net loss		$	(3,327)	$	(6,204)	$	(28,727)	$	(39,696)
	Depreciation and amortization			463		1,132		2,084		3,129
	Impairment loss			(27)		-		198		-
	Movement in allowance for doubtful accounts receivable			91		299		1,217		913
	Interest payable			(97)		(25)		(199)		(46)
	(Gain) Loss related to fair value adjustment to currency options (Note 4)			(2,391)				38
	Fair value adjustment related to financial liabilities			(152)		(475)		(476)		1,201
	Gain on disposal of equity securities (Note 5)			(720)				(720)
	Loss on disposal of equity-accounted investments (Note 5)			346		-		346		13
	Loss on disposal of equity-accounted investment - Bank Frick			-		472		-		472
	(Earnings) Loss from equity-accounted investments			-		(55)		1,156		20,098
	Movement in allowance for doubtful loans to equity-accounted investments			-		-		-		739
	Change in fair value of equity securities (Note 4 and 5)			-		(10,814)		-		(25,942)
	(Profit) Loss on disposal of property, plant and equipment			(1,077)		(142)		(2,598)		600
	Stock-based compensation charge (Note 12)			614		245		1,711		876
	Dividends received from equity accounted investments			-		-		137		125
	(Increase) Decrease in accounts receivable and finance loans receivable			(687)		5,786		(2,966)		4,230
	(Increase) Decrease in inventory			(181)		428		(27)		2,642
	(Decrease) Increase in accounts payable and other payables			(1,913)		(894)		(1,668)		(4,393)
	Increase (Decrease) in taxes payable			395		(160)		444		(15,498)
	(Decrease) Increase in deferred taxes			(112)		2,153		(458)		424
		Net cash used in operating activities		(8,775)		(8,254)		(30,508)		(50,113)
Cash flows from investing activities
Capital expenditures				(834)		(649)		(1,721)		(3,947)
Proceeds from disposal of property, plant and equipment				1,538		254		3,529		345
Proceeds from disposal of equity securities (Note 5)				720		-		720		-
Proceeds from disposal of equity-accounted investment (Note 5)				819		-		819		-
Proceeds from disposal of equity-accounted investment - Bank Frick, net of expenses				-		18,568		7,500		18,568
Proceeds from disposal of Net1 Korea, net of cash disposed				-		-		-		20,114
Proceeds from disposal of DNI as equity-accounted investment				-		-		-		6,010
Loan to equity-accounted investment (Note 5)				-		-		-		(1,238)
Repayment of loans by equity-accounted investments				-		-		-		134
Net change in settlement assets				5		745		102		6,190
	Net cash provided by investing activities			2,248		18,918		10,949		46,176
Cash flows from financing activities
Proceeds from exercise of stock options				20		35		759		53
Proceeds from bank overdraft (Note 8)				95,048		55,280		406,398		261,759
Repayment of bank overdraft (Note 8)				(100,832)		(103,195)		(372,508)		(268,303)
Proceeds from disgorgement of shareholders' short-swing profits				-		-		-		124
Net change in settlement obligations				(5)		(745)		(102)		(6,190)
	Net cash (used in) provided by financing activities			(5,769)		(48,625)		34,547		(12,557)
Effect of exchange rate changes on cash and cash equivalents				12,200		(2,263)		1,295		10,839
Net (decrease) increase in cash, cash equivalents and restricted cash				(96)		(40,224)		16,283		(5,655)
Cash, cash equivalents and restricted cash – beginning of period				240,144		267,054		223,765		232,485
Cash, cash equivalents and restricted cash – end of period (Note 14)			$	240,048	$	226,830	$	240,048	$	226,830
See Notes to Unaudited Condensed Consolidated Financial Statements

7

NET 1 UEPS TECHNOLOGIES, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

for the three and nine months ended March 31, 2022 and 2021

(All amounts in tables stated in thousands or thousands of U.S. dollars, unless otherwise stated)

1. Basis of Presentation and Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements include all majority-owned subsidiaries over which the Company exercises control and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission for Quarterly Reports on Form 10-Q and include all of the information and disclosures required for interim financial reporting. The results of operations for the three and nine months ended March 31, 2022 and 2021, are not necessarily indicative of the results for the full year. The Company believes that the disclosures are adequate to make the information presented not misleading.

These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements, accounting policies and financial notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair representation of financial results for the interim periods presented.

References to “Net1” are references solely to Net 1 UEPS Technologies, Inc. References to the “Company” refer to Net1 and its consolidated subsidiaries, collectively, unless the context otherwise requires.

Impact of COVID-19 on the Company’s business

The Company’s business has been, and continues to be, impacted by government restrictions and quarantines related to COVID-19. South Africa operates with a five-level COVID-19 alert system, with Level 1 being the least restrictive and Level 5 being the most restrictive. South Africa operated at adjusted Level 1 during its most recent fiscal quarter, which had a limited impact on the Company’s businesses, and which ceased to be in operation on April 4, 2022. South Africa is subject to limited COVID-19 restrictions following the lifting of the National State of Disaster in South Africa on April 5, 2022. These restrictions are expected to have a limited impact on the Company’s business.

The broader implications of COVID-19 on the Company’s results of operations and overall financial performance continue to remain uncertain. While the Company has not incurred significant disruptions thus far from the COVID-19 outbreak, apart from the two months in April and May 2020 when loan origination was curtailed, the Company is unable to accurately predict the impact that COVID-19 will have due to numerous uncertainties, including the severity and duration of the outbreak, actions that may be taken by governmental authorities, the impact on the Company’s customers and other factors. The Company will continue to evaluate the nature and extent of the impact on its business, consolidated results of operations, and financial condition.

July 2021 civil unrest in South Africa

Two of South Africa’s nine provinces experienced significant civil unrest in July 2021 resulting in mass looting, loss of life, disruption of transport and supply routes, and widespread destruction of property. In total 337 South Africans lost their lives in the unrest - fortunately none of the Company’s employees were injured or harmed. There was widespread damage to bank and ATM infrastructure in the affected provinces. In total approximately 1,800 ATMs and 300 branches were damaged, and the Banking Association of South Africa (“BASA”), estimates that total damage to banking infrastructure amounted to ZAR 1.6 billion. The South African Special Risks Insurance Association (“SASRIA”), a public enterprise and a non-life insurance company that provides coverage for damage caused by special risks such as politically motivated malicious acts, riots, strikes, terrorism and public disorders, estimates that the total damage to property across South Africa will be in the order of between ZAR 19.0 billion and ZAR 20.0 billion.

The Company suffered damage at 19 of its branches and to 173 ATMs. The disruption and related closure of branches also impacted the Company’s efforts to grow EPE customer numbers. The Company also saw an impact on transaction volumes through its ATMs with July 2021 volumes 13% lower than June 2021, and August 2021 3% lower than July 2021.

The Company’s insurance claims to recover the cost of approximately ZAR 40.0 million to repair and replace its branches and ATMs have been met in full. The Company received ZAR 12.6 million and ZAR 38.6 million from SASRIA during the three and nine months ended March 31, 2022, respectively.

As a result of the disruption to ATM coverage and availability, BASA and South Africa’s banks agreed that the fee which customers pay to utilize other banks’ ATMs would be waived for August and September 2021. The Company lost transaction fee revenue of approximately ZAR 6.0 million ($0.4 million) during the nine months ended March 31, 2022, as a result of this decision.

8

1. Basis of Presentation and Summary of Significant Accounting Policies (continued)

Reorganization charge - financial services restructuring

The Company has incurred significant losses since its contract to distribute social grants expired in September 2018. A strategic imperative for the Company is to return its South African financial services business to a breakeven position and then profitability as soon as possible. As part of a cost optimization process completed in late calendar 2021, the Company performed a review of its labor structure and determined that a number of its defined employee roles would need to be terminated due to redundancy. The Company embarked on a retrenchment process pursuant to Section 189A of the South African Labour Relations Act (“Labour Act”) on January 10, 2022. The Company incurred cash costs of approximately $6.7 million (ZAR 103.4 million) during the three and nine months ended March 31, 2022, principally consisting of severance and related payments and the payment of unutilized leave days. The Company has recorded an expense of $5.9 million in the caption reorganization costs in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022. The primary difference between the reorganization charge amount and the total cash paid relates to leave pay which was accrued in prior periods.

Impact of events in Russia and Ukraine

The Company does not expect its operations to be significantly impacted by events unfolding in Russia and Ukraine. The Company believes that these events may adversely impact South African gross domestic product and rates of inflation as a result of the recent increases in crude oil prices, which is likely to impact economic activity in South Africa and therefore indirectly affect the Company. It may also lead to higher input prices for certain of the goods and services the Company procures.

Recent accounting pronouncements adopted

In August 2018, the Financial Accounting Standards Board (“FASB”) issued guidance regarding Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement. The guidance modifies the disclosure requirements related to fair value measurement. The guidance became effective for the Company beginning July 1, 2021. The adoption of this guidance did not have a material impact on the Company’s financial statements or its footnote disclosures.

In January 2020, the FASB issued guidance regarding Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815. The guidance clarifies that an entity should consider observable transactions that require an entity to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with U.S GAAP guidance immediately before applying or upon discontinuing the equity method. The guidance also clarifies that, when determining the accounting for certain forward contracts and purchased options an entity should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. The guidance became effective for the Company beginning July 1, 2021. The adoption of this guidance did not have a material impact on the Company’s financial statements or its footnote disclosures.

Recent accounting pronouncements not yet adopted as of March 31, 2022

In June 2016, the FASB issued guidance regarding Measurement of Credit Losses on Financial Instruments. The guidance replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans, and other financial instruments, an entity is required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses, which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. This guidance is effective for the Company beginning July 1, 2023. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures, but does not expect the impact on its financial results to be material.

In November 2019, the FASB issued guidance regarding Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging(Topic 815), and Leases (Topic 842). The guidance provides a framework to stagger effective dates for future major accounting standards and amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities, including Smaller Reporting Companies. The Company is a Smaller Reporting Company. Specifically, the guidance changes some effective dates for certain new standards on the following topics in the FASB Codification, namely Derivatives and Hedging (ASC 815); Leases (ASC 842); Financial Instruments — Credit Losses (ASC 326); and Intangibles — Goodwill and Other (ASC 350). The guidance defers the adoption date of guidance regarding Measurement of Credit Losses on Financial Instruments by the Company from July 1, 2020 to July 1, 2023. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures, but does not expect the impact on its financial results to be material.

In October 2021, the FASB issued guidance which amends guidance in Business Combinations (Topic 805) regarding the recognition and measurement of contract assets and liabilities in a business combination. These items are recognized at fair value on acquisition under current guidance. The new guidance requires an acquiring entity to apply guidance in Revenue Recognition (Topic 606) to recognize and measure contract assets and contract liabilities in a business combination. This guidance is effective for the Company beginning July 1, 2022. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures, but does not expect the impact on its financial results to be material.

9

2. Accounts receivable, net and other receivables and finance loans receivable, net

Accounts receivable, net and other receivables

The Company’s accounts receivable, net, and other receivables as of March 31, 2022, and June 30, 2021, are presented in the table below:

		March 31,		June 30,
		2022		2021
Accounts receivable, trade, net		$	10,025	$	10,493
Accounts receivable, trade, gross			10,479		10,760
Allowance for doubtful accounts receivable, end of period			454		267
	Beginning of period		267		253
	Reversed to statement of operations		(60)		(182)
	Charged to statement of operations		251		232
	Utilized		(3)		(59)
	Foreign currency adjustment		(1)		23
Current portion of amount outstanding related to sale of interest in Bank Frick			3,890		7,500
Loans provided to Carbon			-		-
Current portion of total held to maturity investments			-		-
	Investment in 7.625% of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625% notes		-		-
Other receivables			10,520		8,590
	Total accounts receivable, net and other receivables	$	24,435	$	26,583

Current portion of amount outstanding related to sale of interest in Bank Frick represents the amount due from the purchaser related to the sale of Bank Frick. The Company received the first scheduled repayment of $7.5 million in October 2021 and the remaining amount of $3.9 million is due in July 2022.

The loan of $3.0 million provided to Carbon was scheduled to be repaid before June 30, 2020, however, Carbon requested a payment holiday as a result of the impact of the COVID-19 pandemic on its business. The parties had not agreed to new repayment terms as of March 31, 2022. However, the Company acknowledges the unexpected and ongoing challenges facing Carbon and determined in June 2021 to create an allowance for doubtful loans receivable of $3.0 million due to these circumstances and ongoing operating losses incurred by Carbon.

Investment in 7.625% of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625% notes represents the investment in a note which matures in August 2022. The carrying value as of each of March 31, 2022 and June 30, 2021, respectively was $0 (nil). The note is included in other long-term assets as of June 30, 2021 (refer to Note 5).

Other receivables include prepayments, deposits and other receivables.

Contractual maturities of held to maturity investments

Summarized below is the contractual maturity of the Company’s held to maturity investment as of March 31, 2022:

			Cost basis		Estimated fair value(1)
Due in one year or less		$	-	$	-
Due in one year through five years(2)			-		-
Due in five years through ten years			-		-
Due after ten years			-		-
	Total	$	-	$	-

(1) The estimated fair value of the Cedar Cellular note has been calculated utilizing the Company’s portion of the security provided to the Company by Cedar Cellular, namely, Cedar Cellular’s investment in Cell C.

(2) The cost basis is zero ($0.0 million).

10

2. Accounts receivable, net and other receivables and finance loans receivable, net (continued)

Finance loans receivable, net

The Company’s finance loans receivable, net, as of March 31, 2022, and June 30, 2021, are presented in the table below:

		March 31,		June 30,
		2022		2021
Microlending finance loans receivable, net		$	22,196	$	21,142
Microlending finance loans receivable, gross			24,662		23,491
Allowance for doubtful finance loans receivable, end of period			2,466		2,349
	Beginning of period		2,349		1,858
	Reversed to statement of operations		-		(1,004)
	Charged to statement of operations		1,026		2,060
	Utilized		(873)		(967)
	Foreign currency adjustment		(36)		402
	Total finance loans receivable, net	$	22,196	$	21,142

3. Inventory

The Company’s inventory comprised the following categories as of March 31, 2022, and June 30, 2021:

	March 31,			June 30,
		2022		2021
Finished goods	$	22,104	$	22,361
	$	22,104	$	22,361

As of March 31, 2022, and June 30, 2021, finished goods includes $15.7 million and $16.5 million, respectively, of Cell C airtime inventory that was previously classified as finished goods subject to sale restrictions.

In support of Cell C’s liquidity position, the Company has limited the resale of this airtime to its own distribution channels until such time as Cell C’s recapitalisation process is concluded.

4. Fair value of financial instruments

Initial recognition and measurement

Financial instruments are recognized when the Company becomes a party to the transaction. Initial measurements are at cost, which includes transaction costs.

Risk management

The Company manages its exposure to currency exchange, translation, interest rate, customer concentration, credit, and equity price and liquidity risks as discussed below.

Currency exchange risk

The Company is subject to currency exchange risk because it purchases inventories that it is required to settle in other currencies, primarily the euro and U.S. dollar. The Company has used forward contracts in order to limit its exposure in these transactions to fluctuations in exchange rates between the South African rand (“ZAR”), on the one hand, and the U.S. dollar and the euro, on the other hand.

Translation risk

Translation risk relates to the risk that the Company’s results of operations will vary significantly as the U.S. dollar is its reporting currency, but it earns most of its revenues and incurs a significant amount of its expenses in ZAR. The U.S. dollar has fluctuated significantly against the ZAR over the past three years. As exchange rates are outside the Company’s control, there can be no assurance that future fluctuations will not adversely affect the Company’s results of operations and financial condition.

11

4. Fair value of financial instruments (continued)

Risk management (continued)

Interest rate risk

As a result of its normal borrowing activities, the Company’s operating results are exposed to fluctuations in interest rates, which it manages primarily through regular financing activities. Interest rates in South Africa are trending upwards and the Company expects higher interest rates in the foreseeable future which will increase its cost of borrowing. The Company periodically evaluates the cost and effectiveness of interest rate hedging strategies to manage this risk. The Company generally maintains investments in cash equivalents and held to maturity investments and has occasionally invested in marketable securities.

Microlending credit risk

The Company is exposed to credit risk in its microlending activities, which provides unsecured short-term loans to qualifying customers. Credit bureau checks as well as an affordability test are conducted as part of the risk management process, both of which being in line with local regulations. The affordability test takes into account a variety of factors such as other debts and total expenditures on normal household and lifestyle expenses.

Credit risk

Credit risk relates to the risk of loss that the Company would incur as a result of non-performance by counterparties. The Company maintains credit risk policies in respect of its counterparties to minimize overall credit risk. These policies include an evaluation of a potential counterparty’s financial condition, credit rating, and other credit criteria and risk mitigation tools as the Company’s management deems appropriate. With respect to credit risk on financial instruments, the Company maintains a policy of entering into such transactions only with South African and European financial institutions that have a credit rating of “B” (or its equivalent) or better, as determined by credit rating agencies such as Standard & Poor’s, Moody’s and Fitch Ratings.

Equity price and liquidity risk

Equity price risk relates to the risk of loss that the Company would incur as a result of the volatility in the exchange-traded price of equity securities that it holds. The market price of these securities may fluctuate for a variety of reasons and, consequently, the amount that the Company may obtain in a subsequent sale of these securities may significantly differ from the reported market value.

Equity liquidity risk relates to the risk of loss that the Company would incur as a result of the lack of liquidity on the exchange on which those securities are listed. The Company may not be able to sell some or all of these securities at one time, or over an extended period of time without influencing the exchange-traded price, or at all.

Financial instruments

The following section describes the valuation methodologies the Company uses to measure its significant financial assets and liabilities at fair value.

In general, and where applicable, the Company uses quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology would apply to Level 1 investments. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then the Company uses quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable either directly or indirectly. These investments would be included in Level 2 investments. In circumstances in which inputs are generally unobservable, values typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Investments valued using such techniques are included in Level 3 investments.

Asset measured at fair value using significant unobservable inputs – investment in Cell C

The Company’s Level 3 asset represents an investment of 75,000,000 class “A” shares in Cell C, a significant mobile telecoms provider in South Africa. The Company used a discounted cash flow model developed by the Company to determine the fair value of its investment in Cell C as of March 31, 2022, and June 30, 2021, and valued Cell C at $0.0 (zero) at March 31, 2022, and June 30, 2021. The Company believes the Cell C business plan utilized in the Company’s valuation is reasonable based on the current performance and the expected changes in Cell C’s business model. The Company incorporates the payments under Cell C’s lease liabilities into the cash flow forecasts and assumes that Cell C’s deferred tax assets would be utilized over the forecast period. The Company utilized the latest revised business plan provided by Cell C management for the period ended December 31, 2025, for the March 31, 2022 valuation, and an earlier version of the business plan for the period ended December 31, 2025 for the June 30, 2021 valuation.

12

4. Fair value of financial instruments (continued)

Financial instruments (continued)

Asset measured at fair value using significant unobservable inputs – investment in Cell C (continued)

The following key valuation inputs were used as of March 31, 2022 and June 30, 2021:

Weighted Average Cost of Capital ("WACC"):	Between 18% and 24% over the period of the forecast
Long term growth rate:	3% (3% as of June 30, 2021)
Marketability discount:	10%
Minority discount:	15%
Net adjusted external debt - March 31, 2022:(1)	ZAR 11.7 billion ($0.8 billion), no lease liabilities included
Net adjusted external debt - June 30, 2021:(2)	ZAR 11.2 billion ($0.8 billion), no lease liabilities included

(1) translated from ZAR to U.S. dollars at exchange rates applicable as of March 31, 2022.

(2) translated from ZAR to U.S. dollars at exchange rates applicable as of June 30, 2021.

The following table presents the impact on the carrying value of the Company’s Cell C investment of a 3.3% increase and 2.5% decrease in the WACC rate and the EBITDA margins respectively used in the Cell C valuation on March 31, 2022, all amounts translated at exchange rates applicable as of March 31, 2022:

Sensitivity for fair value of Cell C investment		3.3% increase		2.5% decrease
WACC rate	$	-	$	432
EBITDA margin	$	548	$	-

The fair value of the Cell C shares as of March 31, 2022, represented 0% of the Company’s total assets, including these shares. The Company expects to hold these shares for an extended period of time and that there will be short-term equity price volatility with respect to these shares particularly given the current situation of Cell C’s business.

Derivative transactions - Foreign exchange contracts

As part of the Company’s risk management strategy, the Company enters into derivative transactions to mitigate exposures to foreign currencies in respect of operational costs using foreign exchange contracts. These foreign exchange contracts are over-the-counter derivative transactions. Substantially all of the Company’s derivative exposures are with counterparties that have long-term credit ratings of “B” (or equivalent) or better. The Company uses quoted prices in active markets for similar assets and liabilities to determine fair value (Level 2). The Company has no derivatives that require fair value measurement under Level 1 or 3 of the fair value hierarchy.

The Company had no outstanding foreign exchange contracts as of March 31, 2022.

The Company’s outstanding foreign exchange contracts as of June 30, 2021, were as follows:

Notional amount ('000)		Strike price		Fair market		Maturity
EUR	5.7	USD	1.1911	USD	1.1859	July 02, 2021

Derivative transactions - Foreign exchange option contracts

The Company held a significant amount of U.S. dollars and intended to use a portion of these funds to settle part of the purchase consideration related to the Connect Group acquisition. The purchase consideration was expected to be settled in ZAR. Accordingly, the Company entered into foreign exchange option contracts with FirstRand Bank Limited acting through its Rand Merchant Bank division (“RMB”) in November 2021 in order to manage the risk of currency volatility and to fix the ZAR amount to be utilized for part of the purchase consideration settlement. These foreign exchange option contracts, also known as synthetic forwards, are over-the-counter derivative transactions (Level 2). RMB’s long-term credit rating is “BB”. The Company uses quoted prices in active markets for similar assets and liabilities to determine fair value of the foreign exchange option contracts (Level 2).

The Company marked-to-market the synthetic forwards as of December 31, 2021, using a Black-Scholes option pricing model which determined the respective fair value of the options utilizing current market parameters, and recorded an unrealized loss of $2.4 million during the three months ended December 31, 2021. These currency options matured on February 24, 2022. The Company generated a realized gain of $3.7 million upon maturity. During the three and nine months ended March 31, 2022, the Company recorded a net gain of $6.1 million (which includes the reversal of the $2.4. million unrealized loss which was previously recorded) and $3.7 million, respectively. The net gain is included in the caption gain related to fair value adjustment to currency options in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022.

13

4. Fair value of financial instruments (continued)

The following table presents the Company’s assets measured at fair value on a recurring basis as of March 31, 2022, according to the fair value hierarchy:

			Quoted Price in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investment in Cell C		$	-	$	-	$	-	$	-
Related to insurance business:
	Cash, cash equivalents and restricted cash (included in other long-term assets)		411		-		-		411
	Fixed maturity investments (included in cash and cash equivalents)		3,090		-		-		3,090
	Total assets at fair value	$	3,501	$	-	$	-	$	3,501

4. Fair value of financial instruments (continued)

The following table presents the Company’s assets measured at fair value on a recurring basis as of June 30, 2021, according to the fair value hierarchy:

				Quoted Price in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investment in Cell C			$	-	$	-	$	-	$	-
Related to insurance business
	Cash and cash equivalents (included in other long-term assets)			381		-		-		381
	Fixed maturity investments (included in cash and cash equivalents)			3,158		-		-		3,158
		Total assets at fair value	$	3,539	$	-	$	-	$	3,539

There have been no transfers in or out of Level 3 during the three and nine months ended March 31, 2022 and 2021, respectively.

There was no movement in the carrying value of assets measured at fair value on a recurring basis, and categorized within Level 3, during the three and nine months ended March 31, 2022 and 2021.

Summarized below is the movement in the carrying value of assets and liabilities measured at fair value on a recurring basis, and categorized within Level 3, during the nine months ended March 31, 2022:

			Carrying value
Assets
Balance as of June 30, 2021			$	-
	Foreign currency adjustment(1)			-
		Balance as of March 31, 2022	$	-

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value.

14

4. Fair value of financial instruments (continued)

Summarized below is the movement in the carrying value of assets and liabilities measured at fair value on a recurring basis, and categorized within Level 3, during the nine months ended March 31, 2021:

			Carrying value
Assets
Balance as of June 30, 2020			$	-
	Foreign currency adjustment(1)			-
		Balance as of March 31, 2021	$	-

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value.

Assets measured at fair value on a nonrecurring basis

The Company measures equity investments without readily determinable fair values at fair value on a nonrecurring basis. The fair values of these investments are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections. An impairment charge is recorded when the cost of the asset exceeds its fair value and the excess is determined to be other-than-temporary. Refer to Note 5 for any impairment charges recorded during the reporting periods presented herein. The Company has no liabilities that are measured at fair value on a nonrecurring basis.

5.Equity-accounted investments and other long-term assets

Refer to Note 8 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021, for additional information regarding its equity-accounted investments and other long-term assets.

Equity-accounted investments

The Company’s ownership percentage in its equity-accounted investments as of March 31, 2022, and June 30, 2021, was as follows:

	March 31,			June 30,
	2022			2021
Finbond Group Limited (“Finbond”)		29.0	%	31.5	%
Carbon Tech Limited (“Carbon”)		25.0	%	25.0	%
SmartSwitch Namibia (Pty) Ltd (“SmartSwitch Namibia”)		50.0	%	50.0	%

15

5.Equity-accounted investments and other long-term assets (continued)

Equity-accounted investments (continued)

Finbond

As of March 31, 2022, the Company owned 247,438,164 shares in Finbond representing approximately 29.0% of its issued and outstanding ordinary shares. Finbond is listed on the Johannesburg Stock Exchange (“JSE”) and its closing price on March 31, 2022, the last trading day of the month, was ZAR 0.50 per share. The market value, using the March 31, 2022, closing price, of the Company’s holding in Finbond on March 31, 2022, was ZAR 123.7 million ($8.5 million translated at exchange rates applicable as of March 31, 2022).

The Company sold 21,382,769 shares in Finbond for cash during the three and nine months ended March 31, 2022, and recorded a loss of $0.3 million in the caption loss on equity-accounted investment in the Company’s unaudited condensed consolidated statements of operations. The following table presents the calculation of the loss on disposal of Finbond shares during the three and nine months ended March 31, 2022:

		Three and nine months ended March 31,
		2022
Loss on disposal of Finbond shares:
Consideration received in cash		$	819
Less: carrying value of Finbond shares sold			(591)
Less: release of foreign currency translation reserve from accumulated other comprehensive loss			(583)
Add: release of stock-based compensation charge related to equity-accounted investment			9
	Loss on sale of Finbond shares	$	(346)

Summarized below is the movement in equity-accounted investments and loans provided to equity-accounted investments during the nine months ended March 31, 2022:

					Finbond		Other(1)		Total
Investment in equity
	Balance as of June 30, 2021				$	9,822	$	182	$	10,004
		Stock-based compensation				9		-		9
		Comprehensive loss:				(1,800)		-		(1,800)
			Other comprehensive loss			(644)		-		(644)
			Equity accounted loss			(1,156)		-		(1,156)
				Share of net loss		(1,156)		-		(1,156)
		Dividends received				-		(137)		(137)
		Disposal of Finbond shares				(591)		-		(591)
		Foreign currency adjustment(2)				(206)		(4)		(210)
	Balance as of March 31, 2022				$	7,234	$	41	$	7,275
					Equity		Loans		Total
Carrying amount as of :
		June 30, 2021			$	10,004	$	-	$	10,004
		March 31, 2022			$	7,275	$	-	$	7,275

(1) Includes Carbon and SmartSwitch Namibia.

(2) The foreign currency adjustment represents the effects of the fluctuations of the ZAR, Nigerian naira and Namibian dollar against the U.S. dollar on the carrying value.

16

5.Equity-accounted investments and other long-term assets (continued)

Other long-term assets

Summarized below is the breakdown of other long-term assets as of March 31, 2022, and June 30, 2021:

		March 31,			June 30,
			2022		2021
Total equity investments		$	76,297	$	76,297
	Investment in 15% of Cell C, at fair value (Note 4)		-		-
	Investment in 10% of MobiKwik (June 30, 2021: 12%)		76,297		76,297
	Investment in 87.5% of CPS(1)		-		-
Total held to maturity investments			-		-
	Investment in 7.625% of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625% notes(2)		-		-
Long-term portion of amount due related to sale of interest in Bank Frick(3)			-		3,890
Policy holder assets under investment contracts (Note 7)			411		381
Reinsurance assets under insurance contracts (Note 7)			1,284		1,298
	Total other long-term assets	$	77,992	$	81,866

(1) On October 16, 2020, the High Court of South Africa, Gauteng Division, Pretoria ordered that CPS be placed into liquidation.

(2) The note is included in accounts receivable, net and other receivables as of March 31, 2022 (refer to Note 2).

(3) Long-term portion of amount due related to sale of interest in Bank Frick as of June 30, 2021, represents the amount due from the purchaser in July 2022 and is included in accounts receivable, net, and other receivables as of March 31, 2022 (refer to Note 2).

MobiKwik

In October 2021, the Company converted its 310,781 shares of compulsorily convertible cumulative preferences shares to 6,215,620 equity shares in anticipation of MobiKwik’s initial public offering. The Company’s investment percentage remained unchanged following the conversion. The Company’s investment percentage as of March 31, 2022, was 10.2%. The Company did not identify any observable transactions during the three and nine months ended March 31, 2022, and therefore there was no change in the fair value of MobiKwik during these periods. The Company used a transaction, at a price of $245.50 per share in June 2021, as the basis for a fair value adjustment to its investment in MobiKwik during the fourth quarter of fiscal 2021. This fair value adjustment increased the carrying value of its investment in MobiKwik by $23.4 million from $52.9 million to $76.3 million as of June 30, 2021.

In early November 2020, MobiKwik entered into an agreement to raise additional capital through the issuance of additional shares to a new shareholder at a valuation of $135.54 per share. In mid-March 2021, MobiKwik raised additional capital through the issuance of shares to new shareholders at a valuation of $170.33 per share. The Company considered each of these transactions to be an observable price change in an orderly transaction for similar or identical equity securities issued by MobiKwik. The Company used the November 2020 valuation as the basis for its adjustment to increase the carrying value in its investment in MobiKwik by $15.1 million from $27.0 million to $42.1 million as of December 31, 2020. The Company used the March 2021 valuation as the basis for its adjustment to increase the carrying value in its investment in MobiKwik by $10.8 million from $42.1 million to $52.9 million as of March 31, 2021. The change in the fair value of MobiKwik for the three and nine months ended March 31, 2021, of $10.8 million and $25.9 million, respectively, is included in the caption “Change in fair value of equity securities” in the unaudited condensed consolidated statement of operations for the three and nine months ended March 31, 2021.

17

5.Equity-accounted investments and other long-term assets (continued)

Other long-term assets (continued)

Revix

In February 2022, the Company sold its entire interest in Revix UK Limited for cash of $0.7 million because the Company did not consider the investment core to its strategy to operate primarily in Southern Africa. The Company had previously written this investment to $0 (nil) and recognized a gain on disposal of $0.7 million, which is included in the caption gain on disposal of equity securities in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022.

Summarized below are the components of the Company’s equity securities without readily determinable fair value and held to maturity investments as of March 31, 2022:

				Cost basis		Unrealized holding		Unrealized holding		Carrying
						gains		losses		value
Equity securities:
	Investment in MobiKwik		$	26,993	$	49,304	$	-	$	76,297
	Investment in CPS			-		-		-		-
Held to maturity:
	Investment in Cedar Cellular notes (Note 2)			-		-		-		-
		Total	$	26,993	$	49,304	$	-	$	76,297

Summarized below are the components of the Company’s equity securities without readily determinable fair value and held to maturity investments as of June 30, 2021:

				Cost basis		Unrealized holding		Unrealized holding		Carrying
						gains		losses		value
Equity securities:
	Investment in MobiKwik		$	26,993	$	49,304	$	-	$	76,297
	Investment in CPS			-		-		-		-
Held to maturity:
	Investment in Cedar Cellular notes			-		-		-		-
		Total	$	26,993	$	49,304	$	-	$	76,297

6.Goodwill and intangible assets, net

Goodwill

Summarized below is the movement in the carrying value of goodwill for the nine months ended March 31, 2022:

				Gross value		Accumulated impairment		Carrying value
Balance as of June 30, 2021			$	42,949	$	(13,796)	$	29,153
	Foreign currency adjustment (1)			(630)		138		(492)
		Balance as of March 31, 2022	$	42,319	$	(13,658)	$	28,661

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value.

Refer to Note 17 for additional information regarding changes to the Company’s reportable segments during the three months ended December 31, 2021. Goodwill has been allocated to the Company’s reportable segments as follows:

			Consumer		Merchant		Other		Carrying value
Balance as of June 30, 2021			$	-	$	28,496	$	657	$	29,153
	Foreign currency adjustment (1)			-		(492)		-		(492)
		Balance as of March 31, 2022	$	-	$	28,004	$	657	$	28,661

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value.

18

6.Goodwill and intangible assets, net (continued)

Intangible assets, net

Carrying value and amortization of intangible assets

Summarized below is the carrying value and accumulated amortization of intangible assets as of March 31, 2022, and June 30, 2021:

		As of March 31, 2022						As of June 30, 2021
			Gross carrying value		Accumulated amortization		Net carrying value		Gross carrying value		Accumulated amortization		Net carrying value
Finite-lived intangible assets:
	Customer relationships	$	9,683	$	(9,683)	$	-	$	10,340	$	(10,340)	$	-
	Software and unpatented technology		390		(390)		-		1,726		(1,726)		-
	FTS patent		2,633		(2,633)		-		2,679		(2,679)		-
	Trademarks		1,980		(1,682)		298		2,015		(1,658)		357
	Total finite-lived intangible assets	$	14,686	$	(14,388)	$	298	$	16,760	$	(16,403)	$	357

Aggregate amortization expense on the finite-lived intangible assets for each of the three months ended March 31, 2022 and 2021, was approximately $0.1 million. Aggregate amortization expense on the finite-lived intangible assets for the nine months ended March 31, 2022 and 2021, was approximately $0.1 million and $0.3 million, respectively.

Future estimated annual amortization expense for the next five fiscal years and thereafter, assuming exchange rates that prevailed on March 31, 2022, is presented in the table below. Actual amortization expense in future periods could differ from this estimate as a result of acquisitions, changes in useful lives, exchange rate fluctuations and other relevant factors.

Fiscal 2022		$	71
Fiscal 2023			71
Fiscal 2024			70
Fiscal 2025			70
Fiscal 2026			70
	Total future estimated annual amortization expense	$	352

19

7.Assets and policyholder liabilities under insurance and investment contracts

Reinsurance assets and policyholder liabilities under insurance contracts

Summarized below is the movement in reinsurance assets and policyholder liabilities under insurance contracts during the nine months ended March 31, 2022:

				Reinsurance Assets(1)		Insurance contracts(2)
Balance as of June 30, 2021			$	1,298	$	(2,011)
	Increase in policy holder benefits under insurance contracts			1,612		8,158
	Claims and decrease in policyholders’ benefits under insurance contracts			(1,603)		(8,304)
	Foreign currency adjustment(3)			(23)		30
		Balance as of March 31, 2022	$	1,284	$	(2,127)

(1) Included in other long-term assets (refer to Note 5);

(2) Included in other long-term liabilities;

(3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.

The Company has agreements with reinsurance companies in order to limit its losses from various insurance contracts, however, if the reinsurer is unable to meet its obligations, the Company retains the liability. The value of insurance contract liabilities is based on the best estimate assumptions of future experience plus prescribed margins, as required in the markets in which these products are offered, namely South Africa. The process of deriving the best estimate assumptions plus prescribed margins includes assumptions related to claim reporting delays (based on average industry experience).

Assets and policyholder liabilities under investment contracts

Summarized below is the movement in assets and policyholder liabilities under investment contracts during the nine months ended March 31, 2022:

			Assets(1)		Investment contracts(2)
Balance as of June 30, 2021			$	381	$	(381)
	Increase in policy holder benefits under investment contracts			11		(11)
	Foreign currency adjustment (3)			19		6
		Balance as of March 31, 2022	$	411	$	(386)

(1) Included in other long-term assets (refer to Note 5);

(2) Included in other long-term liabilities;

(3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.

The Company does not offer any investment products with guarantees related to capital or returns.

20

8.Borrowings

Refer to Note 11 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021, for additional information regarding its borrowings.

South Africa

July 2017 Facilities, as amended, comprising long-term borrowings (all repaid) and a short-term facility (Facility E)

Available short-term facility - Facility E

As of March 31, 2022, the aggregate amount of the Company’s short-term South African overdraft facility with RMB was ZAR 1.4 billion ($96.2 million, translated at exchange rates applicable as of March 31, 2022). As of March 31, 2022, the Company had utilized approximately ZAR 0.7 billion ($45.7 million) of this overdraft facility. This overdraft facility may only be used to fund ATMs and therefore the overdraft utilized and converted to cash to fund the Company’s ATMs is considered restricted cash. The interest rate on this facility is equal to the prime rate. The prime rate on March 31, 2022, was 7.75%.

Nedbank facility, comprising short-term facilities

As of March 31, 2022, the aggregate amount of the Company’s short-term South African credit facility with Nedbank Limited was ZAR 406.6 million ($27.9 million). The credit facility comprises an overdraft facility of up to ZAR 250.0 million ($17.2 million), which may only be used to fund mobile ATMs and indirect and derivative facilities of up to ZAR 156.6 million ($10.8 million), which include guarantees, letters of credit and forward exchange contracts. The Company has entered into cession and pledge agreements with Nedbank related to certain of its Nedbank credit facilities (the indirect and derivative facility) and the Company has ceded and pledged certain bank accounts to Nedbank. The funds included in these bank accounts are restricted as they may not be withdrawn without the express permission of Nedbank. These funds, of ZAR 155.1 million ($10.7 million translated at exchange rates applicable as of March 31, 2022), are included within the caption restricted cash related to ATM funding and credit facilities to the Company’s unaudited condensed consolidated balance sheet as of March 31, 2022. As of March 31, 2022, the interest rate on the overdraft facility was 6.60%.

As of March 31, 2022 and June 30, 2021, the Company had utilized approximately ZAR 155.1 million ($10.7 million) and ZAR 156.6 million ($10.9 million), respectively, of its indirect and derivative facilities of ZAR 156.6 million (June 30, 2021: ZAR 156.6 million) to enable the bank to issue guarantees, letters of credit and forward exchange contracts, in order for the Company to honor its obligations to third parties requiring such guarantees (refer to Note 19).

Movement in short-term credit facilities

Summarized below are the Company’s short-term facilities as of March 31, 2022, and the movement in the Company’s short-term facilities from as of June 30, 2022 to as of March 31, 2021, as well as the respective interest rates applied to the borrowings as of March 31, 2022:

						South Africa				Total
					RMB		Nedbank
Short-term facilities available as of March 31, 2022					$	96,203	$	27,937	$	124,140
	Overdraft restricted as to use for ATM funding only					96,203		17,179		113,382
	Indirect and derivative facilities					-		10,758		10,758
Interest rate (%), based on South African prime rate						7.75
Interest rate (%), based on South African prime rate less 1.15%								6.60
Movement in utilized overdraft facilities:
	Balance as of June 30, 2021					14,245		-		14,245
		Utilized				405,048		1,350		406,398
		Repaid				(371,185)		(1,323)		(372,508)
		Foreign currency adjustment(1)				(2,430)		(27)		(2,457)
			Balance as of March 31, 2022			45,678		-		45,678
				Restricted as to use for ATM funding only		45,678		-		45,678
Movement in utilized indirect and derivative facilities:
	Balance as of June 30, 2021					-		10,947		10,947
		Guarantees cancelled				-		(99)		(99)
		Foreign currency adjustment(1)				-		(189)		(189)
			Balance as of March 31, 2022(2)		$	-	$	10,659	$	10,659

(1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar.

21

9.Other payables

Summarized below is the breakdown of other payables as of March 31, 2022, and June 30, 2021:

	March 31,			June 30,
		2022		2021
Accruals	$	7,915	$	7,501
Provisions		5,291		5,343
Other		11,950		13,288
Value-added tax payable		541		435
Payroll-related payables		1,362		884
Participating merchants' settlement obligation		128		137
	$	27,187	$	27,588

Other includes transactions-switching funds payable, deferred income, client deposits and other payables.

10.Capital structure

The following table presents a reconciliation between the number of shares, net of treasury, presented in the unaudited condensed consolidated statement of changes in equity during the nine months ended March 31, 2022 and 2021, respectively, and the number of shares, net of treasury, excluding non-vested equity shares that have not vested during the nine months ended March 31, 2022 and 2021, respectively:

		March 31,	March 31,
		2022	2021
Number of shares, net of treasury:
	Statement of changes in equity	57,921,062	56,626,060
	Non-vested equity shares that have not vested as of end of period	1,248,391	294,000
Number of shares, net of treasury, excluding non-vested equity shares that have not vested		56,672,671	56,332,060

11.Accumulated other comprehensive loss

The table below presents the change in accumulated other comprehensive (loss) income per component during the three months ended March 31, 2022:

			Three months ended
			March 31, 2022
				Accumulated foreign currency translation reserve		Total
Balance as of January 1, 2022			$	(157,879)	$	(157,879)
	Release of foreign currency translation reserve related to the disposal of Finbond equity securities (Note 5)			583		583
	Movement in foreign currency translation reserve			14,831		14,831
		Balance as of March 31, 2022	$	(142,465)	$	(142,465)

22

11.Accumulated other comprehensive loss (continued)

The table below presents the change in accumulated other comprehensive (loss) income per component during the three months ended March 31, 2021:

			Three months ended
			March 31, 2021
				Accumulated foreign currency translation reserve		Total
Balance as of January 1, 2021			$	(141,242)	$	(141,242)
	Release of foreign currency translation reserve related to disposal of Bank Frick			(2,462)		(2,462)
	Movement in foreign currency translation reserve			(2,470)		(2,470)
		Balance as of March 31, 2021	$	(146,174)	$	(146,174)

The table below presents the change in accumulated other comprehensive (loss) income per component during the nine months ended March 31, 2022:

			Nine months ended
			March 31, 2022
				Accumulated foreign currency translation reserve		Total
Balance as of July 1, 2021			$	(145,721)	$	(145,721)
	Release of foreign currency translation reserve related to disposal of Finbond equity securities (Note 5)			583		583
	Movement in foreign currency translation reserve related to equity-accounted investment			(644)		(644)
	Movement in foreign currency translation reserve			3,317		3,317
		Balance as of March 31, 2022	$	(142,465)	$	(142,465)

The table below presents the change in accumulated other comprehensive (loss) income per component during the nine months ended March 31, 2021:

a				Nine months ended
				March 31, 2021
					Accumulated foreign currency translation reserve		Total
	Balance as of July 1, 2020			$	(169,075)	$	(169,075)
		Release of foreign currency translation reserve related to disposal of Bank Frick			(2,462)		(2,462)
		Movement in foreign currency translation reserve related to equity-accounted investment			1,688		1,688
		Movement in foreign currency translation reserve			23,675		23,675
			Balance as of March 31, 2021	$	(146,174)	$	(146,174)

During the three and nine months ended March 31, 2022, the Company reclassified $0.6 million from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss related to the disposal of shares in Finbond. During the three and nine months ended March 31, 2021, the Company reclassified $2.5 million from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss related to the disposal of Bank Frick.

23

12.Stock-based compensation

The Company’s Amended and Restated 2015 Stock Incentive Plan and the vesting terms of certain stock-based awards granted are described in Note 16 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021.

Stock option and restricted stock activity

Options

The following table summarizes stock option activity for the nine months ended March 31, 2022 and 2021:

			Number of shares	Weighted average exercise price ($)	Weighted average remaining contractual term (in years)	Aggregate intrinsic value ($'000)	Weighted average grant date fair value ($)
Outstanding - June 30, 2021			1,294,832	3.93	7.68	1,624	1.45
	Granted - February 2022		137,620	4.87	10.00	235	1.71
	Exercised		(249,521)	3.05	-	470	-
	Forfeited		(188,332)	4.14			1.50
		Outstanding - March 31, 2022	994,599	4.25	6.86	1,884	1.64
Outstanding - June 30, 2020			1,331,651	5.83	7.56	-	2.01
	Granted – August 2020		150,000	3.50	3.00	166	1.11
	Granted – November 2020		560,000	3.01	10.00	691	1.23
	Exercised		(17,335)	3.07	-	35	-
	Forfeited		(466,033)	7.12			2.26
		Outstanding - March 31, 2021	1,558,283	4.24	7.80	2,860	1.59

The Company awarded 137,620 stock options to employees during the three and nine months ended March 31, 2022.No stock options were awarded during the three months ended March 31, 2021. The Company awarded 560,000 stock options to employees during the nine months ended March 31, 2021. On August 5, 2020, the Company granted one of its non-employee directors, Mr. Ali Mazanderani, in his capacity as a consultant to the Company, 150,000 stock options with an exercise price of $3.50. These stock options are subject to the non-employee director’s continuous service through the applicable vesting date, and half of the options vest on each of the first and second anniversaries of the grant date.

Employees forfeited 94,404 and 10,000 stock options during the three months ended March 31, 2022 and 2021, respectively. Employees forfeited 188,332 and 205,999 stock options during the nine months ended March 31, 2022 and 2021, respectively. During the nine months ended March 31, 2021, the Company’s former chief executive officer forfeited 250,034 stock options with strike prices ranging from $6.20 to $11.23 per share following his separation from the Company.

The fair value of each option is estimated on the date of grant using the Cox Ross Rubinstein binomial model that uses the assumptions noted in the following table. The estimated expected volatility is calculated based on the Company’s 750-day volatility. The estimated expected life of the option was determined based on the historical behavior of employees who were granted options with similar terms.

The table below presents the range of assumptions used to value stock options granted during the nine months ended March 31, 2022 and 2021:

	Nine months ended
	March 31,
	2022		2021
Expected volatility	50	%	62	%
Expected dividends	0	%	0	%
Expected life (in years)	3		3
Risk-free rate	1.61	%	0.19	%

24

12.Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Options (continued)

The following table presents stock options vested and expected to vest as of March 31, 2022:

	Number of shares	Weighted average exercise price ($)	Weighted average remaining contractual term (in years)	Aggregate intrinsic value ($’000)
Vested and expecting to vest - March 31, 2022	994,599	4.25	6.86	1,884

These options have an exercise price range of $3.01 to $11.23.

The following table presents stock options that are exercisable as of March 31, 2022:

	Number of shares	Weighted average exercise price ($)	Weighted average remaining contractual term (in years)	Aggregate intrinsic value ($’000)
Exercisable - March 31, 2022	464,506	5.37	5.73	220

No stock options became exercisable during the three months ended March 31, 2022 and 2021. During the nine months ended March 31, 2022 and 2021, respectively, 376,348 and 337,666 stock options became exercisable. The Company issues new shares to satisfy stock option exercises.

Restricted stock

The following table summarizes restricted stock activity for the nine months ended March 31, 2022 and 2021:

				Number of shares of restricted stock	Weighted average grant date fair value ($’000)
Non-vested – June 30, 2021				384,560	1,123
	Total granted			893,831	4,433
		Granted – July 2021		234,608	963
		Granted – August 2021		44,986	192
		Granted – November and December 2021		326,158	1,766
		Granted – December 2021		50,300	269
		Granted – February 2022		29,920	146
		Granted – March 2022		207,859	1,097
	Total granted and vested - November and December 2021			-	-
		Granted - November and December 2021		71,647	393
		Vested - November and December 2021		(71,647)	393
Forfeitures				(30,000)	(160)
		Non-vested – March 31, 2022		1,248,391	5,867
Non-vested – June 30, 2020				1,115,500	5,354
Total vested				(311,300)	(1,037)
		Vested – August 2020		(244,500)	(812)
		Vested – September 2020 - accelerated vesting		(66,800)	(225)
	Forfeitures			(510,200)	(1,766)
			Non-vested – March 31, 2021	294,000	994

25

12.Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

On June 30, 2021, the Company entered into employment agreements with Mr. Chris G.B. Meyer, under which Mr. Meyer was appointed Group Chief Executive Officer of the Company effective July 1, 2021. Mr. Meyer was awarded 117,304 shares of restricted stock on July 1, 2021, which were subject to time-based vesting and vest in full on June 30, 2024, subject to Mr. Meyer’s continued service to the Company through June 30, 2024. In addition, under the terms of Mr. Meyer’s engagement, the Company’s Remuneration Committee also awarded Mr. Meyer 117,304 shares of restricted stock which include performance conditions and which only vest on June 30, 2024 if the performance conditions are met and Mr. Meyer remains employed with the Company through June 30, 2024. Vesting of half of these awards, or 58,652 shares of restricted stock, is subject to the Company achieving its three-year financial services plan during the specific measurement period from June 30, 2021, to June 30, 2024, and the other half is subject to share price growth targets, and only vest if the Company’s share price is $8.14 or higher on June 30, 2024. On March 1, 2022, the Company awarded 207,859 shares of restricted stock to executive officers and vesting of these awards is subject to the executive’s continuous service through the applicable vesting date, one third of which vests on each of the first, second and third anniversaries of the grant date. In August 2021, December 2021 and February 2022, the Company awarded 44,986, 50,300 and 29,920 shares of restricted stock, respectively, to employees which have time and performance-based (market conditions related to share price performance) vesting conditions.

Upon joining the Company, each of Messrs. Meyer and Lincoln C. Mali, were entitled to receive an award of shares of restricted stock which were subject to them purchasing an agreed value of shares (“matching awards”) in the market during a prescribed period of time. However, these executives were unable to purchase shares in the market during that period due to a Company-imposed insider-trading restriction placed on them. On November 15, 2021, the Company amended the terms of these awards in order to put the executives into an economically equivalent position, as follows:

(i) assume that the executives would have purchased their agreed allocation within their first 30 days post commencement of employment had they not been embargoed;

(ii) require the executives to fulfill their agreed allocations within a short period following release of the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2021;

(iii) to the extent that the price per share actually paid is greater than the 30-day volume-weighted average price (“VWAP”) in their respective first months of employment, award the executives a top-up (“top up awards”) which amounts to the after-tax difference between (a) number of shares purchased at the 30-day VWAP in their respective first months of employment and (b) number of shares purchased at the actual share price paid. The top-up will be settled as follows: (a) 55% in shares of the Company’s common stock and (b) 45%, at the election of the executive, as either shares of the Company’s common stock or cash. The top up awards were not subject to any vesting conditions and vested immediately; and

(iv) adjust the initial matching awards to the aggregate number of shares acquired in terms of (ii) and (iii). The matching awards vest ratably over a period of three years commencing on the first anniversary of the grant of the matching awards.

The executives acquired shares during November and December 2021, and the Company granted the executives 326,158 matching awards and 71,647 top up awards.

Except as discussed above, no shares of restricted stock vested during the three and nine months ended March 31, 2022.

During the nine months ended March 31, 2021, 244,500 shares of restricted stock with time-based vesting conditions vested. In connection with the Company’s former chief executive officer’s separation, the Company agreed to accelerate the vesting of 66,800 shares of restricted stock which were granted in February 2020, and which were subject to time-based vesting. These shares of restricted stock vested on September 30, 2020.

During the nine months ended March 31, 2022, 30,000 shares of restricted stock were forfeited by an executive officer as the market condition (related to share price performance) was not achieved.

The 510,200 shares of restricted stock that were forfeited during the nine months ended March 31, 2021, includes 375,200 shares of restricted stock forfeited by the Company’s former chief executive officer upon his separation from the Company and 30,000 shares of restricted stock forfeited by an executive officer as the market condition (related to share price performance) was not achieved. The March 31, 2021, non-vested shares of restricted stock presented in the table above includes 164,000 shares of restricted stock forfeited by an executive officer following his resignation from the Company on April 30, 2021. The amount of 164,000 shares of restricted stock comprised 107,200 shares of restricted stock with performance (related to agreed return on net asset value) and time-based vesting conditions, 30,000 shares of restricted stock with a market condition (related to share price performance) and time-based vesting conditions, and 26,800 shares of restricted stock with time-based vesting conditions.

26

12.Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

Effective January 1, 2022, the Company agreed to grant an advisor shares in lieu of cash for services provided to the Company during a contract term that will expire on December 31, 2022. The contract may be terminated early if certain agreed events occur. The advisor has agreed to receive 6,481 shares of the Company’s common stock per month as payment for services rendered and is not entitled to receive additional shares if the contract is terminated early due to the occurrence of the agreed events. The 6,481 shares granted per month was calculated using an agreed monthly fee of $35,000 divided by the Company’s closing market price on January 3, 2022, on the Nasdaq Global Select Market. The Company and the advisor have agreed that the Company will issue the shares to the advisor, in arrears, on a quarterly basis and that the shares may not be transferred until the earlier of December 31, 2022, or the occurrence of the agreed event. During the three months ended March 31, 2022, the Company recorded a stock-based compensation charge of $0.1 million and included the issuance of 19,443 shares of common stock in its issued and outstanding share count.

The Company recorded a stock-based compensation charge, net during the three months ended March 31, 2022 and 2021, of $0.6 million and $0.2 million, respectively, which comprised:

			Total charge		Allocated to cost of goods sold, IT processing, servicing and support		Allocated to selling, general and administration
Three months ended March 31, 2022
	Stock-based compensation charge		$	619	$	-	$	619
	Reversal of stock compensation charge related to stock options and restricted stock forfeited			(5)		-		(5)
		Total - three months ended March 31, 2022	$	614	$	-	$	614
Three months ended March 31, 2021
	Stock-based compensation charge		$	245	$	-	$	245
		Total - three months ended March 31, 2021	$	245	$	-	$	245

The Company recorded a stock-based compensation charge, net during the nine months ended March 31, 2022 and 2021, of $1.7 million and $0.9 million respectively, which comprised:

a				Total charge		Allocated to cost of goods sold, IT processing, servicing and support		Allocated to selling, general and administration
	Nine months ended March 31, 2022
		Stock-based compensation charge		$	1,751	$	-	$	1,751
		Reversal of stock compensation charge related to stock options forfeited			(40)		-		(40)
			Total - nine months ended March 31, 2022	$	1,711	$	-	$	1,711
	Nine months ended March 31, 2021
		Stock-based compensation charge		$	1,173	$	-	$	1,173
		Reversal of stock compensation charge related to stock options and restricted stock forfeited			(297)		-		(297)
			Total - nine months ended March 31, 2021	$	876	$	-	$	876

The stock-based compensation charges have been allocated to selling, general and administration based on the allocation of the cash compensation paid to the relevant employees.

27

12.Stock-based compensation (continued)

As of March 31, 2022, the total unrecognized compensation cost related to stock options was approximately $0.5 million, which the Company expects to recognize over approximately two years. As of March 31, 2022, the total unrecognized compensation cost related to restricted stock awards was approximately $4.8 million, which the Company expects to recognize over approximately three years.

As of March 31, 2022, and June 30, 2021, respectively, the Company recorded a deferred tax asset of approximately $0.3 million and $0.1 million, related to the stock-based compensation charge recognized related to employees of Net1. As of March 31, 2022, and June 30, 2021, respectively, the Company recorded a valuation allowance of approximately $0.3 million and $0.1 million, related to the deferred tax asset because it does not believe that the stock-based compensation deduction would be utilized as it does not anticipate generating sufficient taxable income in the United States. The Company deducts the difference between the market value on the date of exercise by the option recipient and the exercise price from income subject to taxation in the United States.

13.(Loss) Earnings per share

The Company has issued redeemable common stock which is redeemable at an amount other than fair value. Redemption of a class of common stock at other than fair value increases or decreases the carrying amount of the redeemable common stock and is reflected in basic earnings per share using the two-class method. There were no redemptions of common stock, or adjustments to the carrying value of the redeemable common stock during the three months ended March 31, 2022 and 2021. Accordingly, the two-class method presented below does not include the impact of any redemption. The Company’s redeemable common stock is described in Note 13 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021.

Basic (loss) earnings per share includes shares of restricted stock that meet the definition of a participating security because these shares are eligible to receive non-forfeitable dividend equivalents at the same rate as common stock. Basic (loss) earnings per share has been calculated using the two-class method and basic (loss) earnings per share for the three months ended March 31, 2022 and 2021, reflects only undistributed earnings. The computation below of basic (loss) earnings per share excludes the net loss attributable to shares of unvested restricted stock (participating non-vested restricted stock) from the numerator and excludes the dilutive impact of these unvested shares of restricted stock from the denominator.

Diluted (loss) earnings per share has been calculated to give effect to the number of shares of additional common stock that would have been outstanding if the potential dilutive instruments had been issued in each period. Stock options are included in the calculation of diluted (loss) earnings per share utilizing the treasury stock method and are not considered to be participating securities, as the stock options do not contain non-forfeitable dividend rights. The Company has excluded employee stock options to purchase 185,902 and 172,113 shares of common stock from the calculation of diluted loss per share during the three and nine months ended March 31, 2022, because the effect would be antidilutive.

The calculation of diluted (loss) earnings per share includes the dilutive effect of a portion of the restricted stock granted to employees in May 2018, September 2018, February 2020, May 2021, July 2021, August 2021, November 2021, December 2021, February 2022 and March 2022, as these shares of restricted stock are considered contingently returnable shares for the purposes of the diluted (loss) earnings per share calculation and the vesting conditions in respect of a portion of the restricted stock had been satisfied. The vesting conditions for all awards made are discussed in Note 16 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021.

28

13.(Loss) Earnings per share (continued)

The following table presents net loss attributable to Net1 and the share data used in the basic and diluted (loss) earnings per share computations using the two-class method:

			Three months ended					Nine months ended
			March 31,					March 31,
			2022			2021		2022		2021
				(in thousands except					(in thousands except
				percent and					percent and
				per share data)					per share data)
Numerator:
	Net loss attributable to Net1		$	(3,327)		$	(6,204)	$	(28,727)	$	(39,696)
	Undistributed loss			(3,327)			(6,204)		(28,727)		(39,696)
	Percent allocated to common shareholders
	(Calculation 1)			98%			99%		99%		99%
	Numerator for loss per share: basic and diluted		$	(3,262)	$		(6,172)	$	(28,299)	$	(39,300)
Denominator
	Denominator for basic (loss) earnings per share:
	weighted-average common shares outstanding			56,660			56,352		56,467		56,236
	Effect of dilutive securities:
		Stock options		-			275		-		92
		Denominator for diluted (loss) earnings per share: adjusted weighted average common shares outstanding and assuming conversion		56,660			56,627		56,467		56,328
Loss per share:
	Basic		$	(0.06)		$	(0.11)	$	(0.50)	$	(0.70)
	Diluted		$	(0.06)		$	(0.11)	$	(0.50)	$	(0.70)
(Calculation 1)
	Basic weighted-average common shares outstanding (A)			56,660			56,352		56,467		56,236
	Basic weighted-average common shares outstanding and unvested restricted shares expected to vest (B)			57,791			56,646		57,322		56,803
	Percent allocated to common shareholders
	(A) / (B)			98%			99%		99%		99%

Options to purchase 408,252 shares of the Company’s common stock at prices ranging from $4.87 to $11.23 per share were outstanding during the three and nine months ended March 31, 2022, respectively, but were not included in the computation of diluted (loss) earnings per share because the options’ exercise price was greater than the average market price of the Company’s common stock. Options to purchase 425,784 shares of the Company’s common stock at prices ranging from $6.20 to $11.23 per share were outstanding during the three and nine months ended March 31, 2021, respectively, but were not included in the computation of diluted (loss) earnings per share because the options’ exercise price was greater than the average market price of the Company’s common stock. The options, which expire at various dates through February 3, 2032, were still outstanding as of March 31, 2022.

14.Supplemental cash flow information

The following table presents supplemental cash flow disclosures for the three and nine months ended March 31, 2022 and 2021:

		Three months ended				Nine months ended
		March 31,				March 31,
		2022		2021		2022		2021
Cash received from interest	$	756	$	537	$	1,444	$	1,746
Cash paid for interest	$	788	$	707	$	2,468	$	2,251
Cash paid for income taxes	$	181	$	211	$	471	$	16,382

29

14.Supplemental cash flow information (continued)

Disaggregation of cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash included on the Company’s unaudited condensed consolidated statement of cash flows includes restricted cash related to cash withdrawn from the Company’s debt facilities to fund ATMs. This cash may only be used to fund ATMs and is considered restricted as to use and therefore is classified as restricted cash. Cash, cash equivalents and restricted cash also includes cash in certain bank accounts that have been ceded to Nedbank. As this cash has been pledged and ceded it may not be drawn and is considered restricted as to use and therefore is classified as restricted cash as well. Refer to Note 8 for additional information regarding the Company’s facilities. The following table presents the disaggregation of cash, cash equivalents and restricted cash as of March 31, 2022 and 2021, and June 30, 2021:

			March 31, 2022		March 31, 2021		June 30, 2021
Cash and cash equivalents		$	183,712	$	207,814	$	198,572
Restricted cash			56,336		19,016		25,193
	Cash, cash equivalents and restricted cash	$	240,048	$	226,830	$	223,765

Leases

The following table presents supplemental cash flow disclosure related to leases for the three and nine months ended March 31, 2022 and 2021:

		Three months ended March 31,				Nine months ended March 31,
		2022		2021		2022		2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	902	$	1,061	$	2,665	$	2,940
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	290	$	796	$	1,308	$	2,497

15.Revenue recognition

Disaggregation of revenue

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the three months ended March 31, 2022:

			Consumer		Merchant		Other		Total
Processing fees			$	7,075	$	8,136	$	397	$	15,608
	South Africa			7,075		8,136		-		15,211
	Rest of world			-		-		397		397
Technology products				40		7,877		-		7,917
Telecom products and services				-		1,862		-		1,862
Lending revenue				5,614		-		-		5,614
Insurance revenue				2,169		-		-		2,169
Account holder fees				1,434		-		-		1,434
Other				97		501		-		598
	Total revenue, derived from the following geographic locations			16,429		18,376		397		35,202
		South Africa		16,429		18,376		-		34,805
		Rest of world	$	-	$	-	$	397	$	397

30

15.Revenue recognition (continued)

Disaggregation of revenue (continued)

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the three months ended March 31, 2021:

			Consumer		Merchant		Other		Total
Processing fees			$	7,179	$	6,810	$	421	$	14,410
	South Africa(1)			7,179		6,810		-		13,989
	Rest of world			-		-		421		421
Technology products				87		2,179		-		2,266
Telecom products and services				-		2,945		-		2,945
Lending revenue				5,474		-		-		5,474
Insurance revenue				1,709		-		-		1,709
Account holder fees				1,414		-		-		1,414
Other				373		237		-		610
	Total revenue, derived from the following geographic locations			16,236		12,171		421		28,828
		South Africa		16,236		12,171		-		28,407
		Rest of world	$	-	$	-	$	421	$	421

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the nine months ended March 31, 2022:

			Consumer		Merchant		Other		Total
Processing fees			$	22,535	$	24,633	$	1,220	$	48,388
	South Africa			22,535		24,633		-		47,168
	Rest of world			-		-		1,220		1,220
Technology products				252		15,851		-		16,103
Telecom products and services				-		6,169		-		6,169
Lending revenue				16,171		-		-		16,171
Insurance revenue				6,396		-		-		6,396
Account holder fees				4,255		-		-		4,255
Other				623		2,715		-		3,338
	Total revenue, derived from the following geographic locations			50,232		49,368		1,220		100,820
		South Africa		50,232		49,368		-		99,600
		Rest of world	$	-	$	-	$	1,220	$	1,220

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the nine months ended March 31, 2021:

			Consumer		Merchant		Other		Total
Processing fees			$	23,318	$	20,496	$	2,855	$	46,669
	South Africa(1)			23,318		20,496		-		43,814
	Rest of world			-		-		2,855		2,855
Technology products				158		13,723		-		13,881
Telecom products and services				-		10,515		-		10,515
Lending revenue				14,962		-		-		14,962
Insurance revenue				4,779		-		-		4,779
Account holder fees				3,870		-		-		3,870
Other				780		813		-		1,593
	Total revenue, derived from the following geographic locations			47,867		45,547		2,855		96,269
		South Africa		47,867		45,547		-		93,414
		Rest of world	$	-	$	-	$	2,855	$	2,855

31

16.Leases

The Company has entered into leasing arrangements classified as operating leases under accounting guidance. These leasing arrangements relate primarily to the lease of its corporate head office, administration offices and branch locations through which the Company operates its financial services business in South Africa. The Company’s operating leases have remaining lease terms of between one and five years. The Company also operates parts of its financial services business from locations which it leases for a period of less than one year. The Company’s operating lease expense during the three months ended March 31, 2022 and 2021 was $0.9 million and $1.1 million, respectively. The Company’s operating lease expense during the nine months ended March 31, 2022 and 2021 was $2.7 million and $2.9 million, respectively. The Company does not have any significant leases that have not commenced as of March 31, 2022.

The Company has also entered into short-term leasing arrangements, primarily for the lease of branch locations and other locations, to operate its financial services business in South Africa. The Company’s short-term lease expense during the three months ended March 31, 2022 and 2021, was $ 1.3 million and $ 1.0 million, respectively. The Company’s short-term lease expense during the nine months ended March 31, 2022 and 2021, was $ 3.9 million and $ 3.1 million, respectively.

The following table presents supplemental balance sheet disclosure related to the Company’s right-of-use assets and its operating lease liabilities as of March 31, 2022 and June 30, 2021:

	March 31,		June 30,
	2022		2021
Right of use assets obtained in exchange for lease obligations:
Weighted average remaining lease term (years)		3.00		3.94
Weighted average discount rate (percent)		9.3		9.3

The maturities of the Company’s operating lease liabilities as of March 31, 2022, are presented below:

Maturities of operating lease liabilities
Year ended June 30,
2022 (excluding nine months to March 31, 2022)	$	917
2023		1,832
2024		861
2025		260
2026		-
Thereafter		-
Total undiscounted operating lease liabilities		3,870
Less imputed interest		293
Total operating lease liabilities, included in		3,577
Operating lease liability - current		2,232
Operating lease liability - long-term	$	1,345

17.Operating segments

Change to internal reporting structure and restatement of previously reported information

During November 2021, the Company’s chief operating decision maker changed the Company’s operating and internal reporting structures following the establishment of a new management team and the Company’s decision to focus primarily on the South African market. The chief operating decision maker has decided to analyze the Company’s operating performance primarily based on operational lines which group financial services provided to customers (consumers) into the Consumer operating segment and goods and services provided to corporate and other juristic entities into the Merchant operating segment.

Reallocation of certain activities among operating segments

During the second quarter of fiscal 2022, the Company reorganized its operating segments by combining financial services provided to consumers (primarily individuals) from the Financial services operating segment with processing activities provided for customers within the Consumer operating segment, and by allocating processing activities performed for merchants (primarily corporate and juristic customers) from the Processing operating segment to the Merchant operating segment. Sales of hardware and licenses to customers (primarily corporate entities) included in the Technology operating segment have been allocated to the Merchant operating segment. Lastly, processing activities performed outside of South Africa have been allocated from the Processing operating segment to the Other operating segment. Segment results for the three and nine months ended March 31, 2022, reflect these changes to the operating segments. Previously reported information has been restated.

32

17.Operating segments (continued)

Operating segments

The Company discloses segment information as reflected in the management information systems reports that its chief operating decision maker uses in making decisions and to report certain entity-wide disclosures about products and services, and the countries in which the entity holds material assets or reports material revenues.

The Company currently has three reportable segments: Consumer, Merchant and Other. Consumer and Merchant operate mainly within South Africa and certain of the Company’s current and legacy activities outside of South Africa have been allocated to our Other operating segment. The Company’s reportable segments offer different products and services and require different resources and marketing strategies but share the Company’s assets.

The Consumer segment includes activities related to the provision of financial services to customers, including a bank account, loans and insurance products. The Company charges monthly administration fees for all bank accounts. Customers that have a bank account managed by the Company are issued cards that can be utilized to withdraw funds at an ATM or to transact at a merchant point of sale device (“POS”). The Company earns processing fees from transactions processed for these customers. The Company also earns fees on transactions performed by other banks’ customers utilizing its ATM or POS. The Company provides short-term loans to customers in South Africa for which it earns initiation and monthly service fees. The Company writes life insurance contracts, primarily funeral-benefit policies, and policy holders pay the Company a monthly insurance premium.

The Merchant segment includes activities related to the provision of goods and services provided to corporate and other juristic entities. The Company earns fees from processing activities performed for its customers and revenue generated from the distribution of prepaid airtime. The Company provides its customers with transaction processing services that involve the collection, transmittal and retrieval of all transaction data. This segment also includes sales of hardware and licenses to customers. Hardware includes the sale of POS devices, SIM cards and other consumables which can occur on an ad hoc basis. Licenses include the right to use certain technology developed by the Company.

The Other segment includes our operations outside South Africa and IPG’s processing activities for the applicable period through to the year ended June 30, 2021.

Corporate/Eliminations includes the Company’s head office cost center and the amortization of acquisition-related intangible assets.

33

17.Operating segments (continued)

Operating segments (continued)

The reconciliation of the reportable segment’s revenue to revenue from external customers for the three months ended March 31, 2022 and 2021, is as follows:

			Revenue
			Reportable Segment			Inter-segment		From external customers
Consumer			$	16,429	$	-	$	16,429
Merchant				18,478		102		18,376
Other				397		-		397
	Total for the three months ended March 31, 2022		$	35,304	$	102	$	35,202
Consumer			$	16,236	$	-	$	16,236
Merchant				12,171		-		12,171
Other				421		-		421
		Total for the three months ended March 31, 2021	$	28,828	$	-	$	28,828

The reconciliation of the reportable segment’s revenue to revenue from external customers for the nine months ended March 31, 2022 and 2021, is as follows:

			Revenue
			Reportable Segment			Inter-segment		From external customers
Consumer			$	50,232	$	-	$	50,232
Merchant				49,652		284		49,368
Other				1,220		-		1,220
	Total for the nine months ended March 31, 2022		$	101,104	$	284	$	100,820
Consumer			$	47,867	$	-	$	47,867
Merchant				45,623		76		45,547
Other				2,855		-		2,855
		Total for the nine months ended March 31, 2021	$	96,345	$	76	$	96,269

The Company evaluates segment performance based on segment earnings before interest, tax, depreciation and amortization (“EBITDA”), adjusted for items mentioned in the next sentence (“Segment Adjusted EBITDA”). The Company does not allocate depreciation and amortization, impairment of goodwill or other intangible assets, certain lease charges (“Lease adjustments”), non-recurring items (including gains or losses on disposal of investments, fair value adjustments to equity securities, fair value adjustments to currency options), interest income, interest expense, income tax expense or loss from equity-accounted investments to its reportable segments. The Lease adjustments reflects lease charge excluded from the calculation of Segment Adjusted EBITDA and are therefore reported as a reconciling item to reconcile the reportable segments Segment Adjusted EBITDA to the Company’s loss before income tax expense.

34

17.Operating segments (continued)

Operating segments (continued)

The reconciliation of the reportable segments measures of profit or loss to income before income taxes for the three and nine months ended March 31, 2022 and 2021, is as follows:

				Three months ended				Nine months ended
				March 31,				March 31,
			2022		2021		2022		2021
Reportable segments measure of profit or loss			$	(5,508)	$	(10,652)	$	(16,567)	$	(25,209)
	Operating loss: Corporate/Eliminations			(2,560)		(1,404)		(8,775)		(8,943)
	Lease adjustments			(890)		(1,104)		(2,647)		(2,991)
	Depreciation and amortization			(463)		(1,132)		(2,084)		(3,129)
	Change in fair value of equity securities			-		10,814		-		25,942
	Gain related to fair value adjustment to currency options			6,120		-		3,691		-
	Gain on disposal of equity securities			720		-		720		-
	Loss on disposal of equity-accounted investment - Bank Frick			-		(472)		-		(472)
	Loss on disposal of equity-accounted investment			(346)		-		(346)		(13)
	Interest income			761		606		1,463		1,934
	Interest expense			(691)		(744)		(2,272)		(2,168)
		Loss before income taxes	$	(2,857)	$	(4,088)	$	(26,817)	$	(15,049)

35

17.Operating segments (continued)

Operating segments (continued)

The following tables summarize supplemental segment information for the three and nine months ended March 31, 2022 and 2021:

						Three months ended				Nine months ended
						March 31,				March 31,
						2022		2021		2022		2021
Revenues
	Consumer					$	16,429	$	16,236	$	50,232	$	47,867
	Merchant						18,478		12,171		49,652		45,623
	Other						397		421		1,220		2,855
		Total					35,304		28,828		101,104		96,345
Segment Adjusted EBITDA
	Consumer(1)						(6,866)		(7,610)		(20,871)		(19,395)
	Merchant						1,271		273		3,951		4,471
	Other						87		(3,315)		353		(10,285)
		Total Segment Adjusted EBITDA					(5,508)		(10,652)		(16,567)		(25,209)
		Corporate/Eliminations					(2,560)		(1,404)		(8,775)		(8,943)
			Subtotal				(8,068)		(12,056)		(25,342)		(34,152)
				Less: Lease adjustments			890		1,104		2,647		2,991
				Less: Depreciation and amortization			463		1,132		2,084		3,129
					Total operating loss		(9,421)		(14,292)		(30,073)		(40,272)
Depreciation and amortization
	Consumer						226		798		1,377		2,275
	Merchant						207		176		613		487
	Other						13		66		43		106
		Subtotal: Operating segments					446		1,040		2,033		2,868
		Corporate/Eliminations					17		92		51		261
			Total				463		1,132		2,084		3,129
Expenditures for long-lived assets
	Consumer						713		99		1,523		3,343
	Merchant						120		550		196		581
	Other						1		-		2		23
		Subtotal: Operating segments					834		649		1,721		3,947
		Corporate/Eliminations					-		-		-		-
			Total			$	834	$	649	$	1,721	$	3,947

(1) Consumer Segment Adjusted EBITDA for the three and nine months ended March 31, 2022, includes reorganization costs of $5.9 million (refer also Note 1).

The segment information as reviewed by the chief operating decision maker does not include a measure of segment assets per segment as all of the significant assets are used in the operations of all, rather than any one, of the segments. The Company does not have dedicated assets assigned to a particular operating segment. Accordingly, it is not meaningful to attempt an arbitrary allocation and segment asset allocation is therefore not presented.

36

18.Income tax

Income tax in interim periods

For the purposes of interim financial reporting, the Company determines the appropriate income tax provision by first applying the effective tax rate expected to be applicable for the full fiscal year to ordinary income. This amount is then adjusted for the tax effect of significant unusual items, for instance, changes in tax law, valuation allowances and non-deductible transaction-related expenses that are reported separately, and have an impact on the tax charge. The cumulative effect of any change in the enacted tax rate, if and when applicable, on the opening balance of deferred tax assets and liabilities is also included in the tax charge as a discrete event in the interim period in which the enactment date occurs.

The South African corporate income tax rate is expected to reduce from 28% to 27% from July 1, 2022. The change in the income tax rate has not been enacted as of March 31, 2022, and accordingly all deferred taxes assets and liabilities related to the Company’s South African operations are still recorded using the enacted corporate income tax rate of 28%.

For the three and nine months ended March 31, 2022, the Company’s effective tax rate was impacted by the tax expense recorded by the Company’s profitable South African operations, non-deductible expenses, the on-going losses incurred by certain of the Company’s South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities.

For the three months ended March 31, 2021, the Company’s effective tax rate was impacted by the tax effect of the change in the fair value of our equity securities (refer to Note 5), which is at a lower tax rate than the South African statutory rate, the tax expense recorded by the Company’s profitable South African operations, non-deductible expenses, the on-going losses incurred by IPG and certain of the Company’s South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities.

For the nine months ended March 31, 2021, the Company’s effective tax rate was impacted by the tax effect of the change in fair value referred to above, tax expense recorded by the Company’s profitable South African operations, non-deductible expenses, the on-going losses incurred by IPG and certain of the Company’s South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities, which was partially offset by the reversal of the deferred tax liability related to one of the Company’s equity-accounted investments following its impairment.

Uncertain tax positions

The Company had no significant uncertain tax positions during the three months ended March 31, 2022, and therefore, the Company had no accrued interest related to uncertain tax positions on its balance sheet. The Company does not expect changes related to its unrecognized tax benefits will have a significant impact on its results of operations or financial position in the next 12 months.

The Company has no unrecognized tax benefits. The Company files income tax returns mainly in South Africa, Germany, Hong Kong, India, the United Kingdom, Botswana and in the U.S. federal jurisdiction. As of March 31, 2022, the Company’s South African subsidiaries are no longer subject to income tax examination by the South African Revenue Service for periods before June 30, 2017. The Company is subject to income tax in other jurisdictions outside South Africa, none of which are individually material to its financial position, statement of cash flows, or results of operations.

19.Commitments and contingencies

Guarantees

The South African Revenue Service and certain of the Company’s customers, suppliers and other business partners have asked the Company to provide them with guarantees, including standby letters of credit, issued by a South African bank. The Company is required to procure these guarantees for these third parties to operate its business.

Nedbank has issued guarantees to these third parties amounting to ZAR 155.1 million ($10.7 million, translated at exchange rates applicable as of March 31, 2022) thereby utilizing part of the Company’s short-term facilities. The Company pays commission of between 0.4% per annum to 1.82% per annum of the face value of these guarantees and does not recover any of the commission from third parties.

37

19.Commitments and contingencies (continued)

Guarantees (continued)

The Company has not recognized any obligation related to these guarantees in its consolidated balance sheet as of March 31, 2022. The maximum potential amount that the Company could pay under these guarantees is ZAR 155.1 million ($10.7 million, translated at exchange rates applicable as of March 31, 2022). As discussed in Note 8, the Company has ceded and pledged certain bank accounts to Nedbank as security for these guarantees with an aggregate value of ZAR 155.1 million ($10.7 million translated at exchange rates applicable as of March 31, 2022). The guarantees have reduced the amount available under its indirect and derivative facilities in the Company’s short-term credit facility described in Note 8.

Contingencies

The Company is subject to a variety of insignificant claims and suits that arise from time to time in the ordinary course of business. Management currently believes that the resolution of these other matters, individually or in the aggregate, will not have a material adverse impact on the Company’s financial position, results of operations or cash flows.

20. Subsequent events

2022 Acquisitions

April 2022 acquisition of Connect

On October 31, 2021, the Company entered into a Sale of Shares Agreement (the “Sale Agreement”) with the Sellers (as defined in the Sale Agreement), Cash Connect Management Solutions Proprietary Limited (“CCMS”), Ovobix (RF) Proprietary Limited (“Ovobix”), Luxiano 227 Proprietary Limited (“Luxiano”) and K2021477132 (South Africa) Proprietary Limited (“K2021” and together with CCMS, Ovobix and Luxiano, “Connect”). Pursuant to the Sale Agreement, and subject to its terms and conditions, the Company’s wholly-owned subsidiary, Net1 SA, agreed to acquire, and the Sellers agreed to sell, all of the outstanding equity interests and certain claims in Connect. The transaction closed on April 14, 2022. The Company has commenced the purchase price allocation related to this transaction however the process had not been completed as of the date of filing this Quarterly Report on Form 10-Q on May 10, 2022. The Company expects to include its preliminary allocation of the purchase consideration related to this acquisition in its audited financial statements to be included in its Annual Report on Form 10-K for the year ended June 30, 2022.

The total purchase consideration was ZAR 3.8 billion ($262.0 million), comprising ZAR 3.5 billion ($238.2 million) in cash and ZAR 0.4 billion ($23.9 million) in 3,185,079 shares of the Company’s common stock. The 3,185,079 shares of common stock will be issued in three tranches on each of the first, second and third anniversaries of the closing and was calculated as ZAR 350.0 million divided by the sum of $7.50 multiplied by the closing date exchange rate (as defined in the Sale Agreement) of $1:ZAR 14.65165.

The closing of the transaction was subject to customary closing conditions, including (i) approval from the competition authorities of South Africa, Namibia and Botswana, (ii) exchange control approval from the financial surveillance department of the South African Reserve Bank, and (iii) obtaining certain third-party consents. In addition, the closing of the transaction was subject to entry into definitive financing agreements by each of Net1 SA and CCMS for an aggregate of ZAR 2.35 billion in debt financing provided by Rand Merchant Bank and satisfying the conditions precedent for funding thereunder, of which ZAR 1.1 billion relates to the financing agreements described below and ZAR 1.25 billion related to finance agreements signed between CCMS and RMB. Of the ZAR1.25 billion related to CCMS, ZAR 250 million related to new debt as part of the funding of the acquisition. The definitive loan agreements became effective upon closing the transaction.

The South African competition authorities approved the transaction subject to certain public interest conditions relating to employment, increasing the spread of ownership by historically disadvantaged people (“HDPs”) and workers, and investing in supplier and enterprise development. Further to increasing the spread of ownership by HDPs, Net1 is required to establish an employee share ownership scheme (“ESOP”) within 24 months of the implementation of the Connect acquisition, that complies with certain design principles for the benefit of the workers of the merged entity to receive a shareholding in Net1 equal in value to at least 3% of the issued shares in Net1 at the date of the Connect acquisition. If within 24 months of the implementation date of the transaction, Net1generates a positive net profit for three consecutive quarters, the ESOP shall increase to 5% of the issued shares in Net1 at the date of the Connect acquisition. The final structure of the ESOP is contingent on Net1 shareholder approval and relevant regulatory and governance approvals. The ESOP had not been established as of May 10, 2022.

The Company believes that the acquisition significantly advances its vision to transform into the leading fintech platform for underserved consumers and merchants in South Africa. The combination is strategically important because it combines complementary product offerings to drive stronger unit economics, facilitates expansion of the addressable market to informal MSMEs, Connect has an attractive financial profile with strong and profitable growth, merges highly skilled teams with complementary expertise and allows the combined group to better serve the underserved in South Africa through the provision of dignified financial services to people and businesses who are underserved by the financial system.

38

20. Subsequent events (continued)

New borrowings – South Africa

July 2017 Facilities, as amended, comprising long-term borrowings (Facility G and Facility H) and a short-term facility (Facility E)

Long-term facilities - Facility G and Facility H

The Company, through Net1 SA, entered into a Fourth Amendment and Restatement Agreement, which includes, among other agreements, an Amended and Restated Common Terms Agreement, a Senior Facility G Agreement and a Senior Facility H Agreement (collectively, the “Loan Documents”) with RMB and Main Street 1692 (RF) Proprietary Limited (“Debt Guarantor”), a South African company incorporated for the sole purpose of holding collateral for the benefit of the Lenders and acting as debt guarantor, and certain other parties. The Loan Documents were further amended through letter agreements, which form part of the Loan Documents, in March 2022 and the disclosure in this note includes the amended terms. Net1 agreed to guarantee the obligations of Net1 SA to the Lenders. The Loan Documents became effective upon closing the transaction and the Company drew down on the facilities on April 14, 2022.

The Loan Documents contain customary covenants that require Net1 SA to maintain a specified total asset cover ratio, maintain group cash balances (as defined in the Loan Documents) above ZAR 300.0 million, and restrict the ability of Net1, Net1 SA, and certain of its subsidiaries to make certain distributions with respect to their capital stock, prepay other debt, encumber their assets, incur additional indebtedness, make investment above specified levels, engage in certain business combinations and engage in other corporate activities. The group cash balances may go below ZAR 300 million to the extent equivalent credit support is provided by the VCP Investment Fund and/ or VCP Investment Portfolios (“VCP Investors”), and such support exceeds ZAR 350 million, but such reduction below ZAR 300 million is limited by a further ZAR 80 million to ZAR 220 million.

Pursuant to the Senior Facility G Agreement, Net1 SA may borrow up to an aggregate of ZAR 768.975 million (“Facility G”) for the sole purposes of funding the acquisition of the Target Companies and paying transaction costs. Facility G is required to be repaid on the date which is 18 months after the first utilization of Facility G. Interest on Facility G is payable quarterly in arrears based on the 3-month Johannesburg Interbank Agreed Rate (“JIBAR”) in effect from time to time plus a margin of (i) 3.00% per annum for the first nine months occurring after the effective date (as defined in the Loan Documents); and then (ii) from the date after the nine month period in (i), (x) 2.50% per annum if the Facility G balance outstanding is less than or equal to ZAR 250.0 million, or (y) 3.00% per annum if the Facility G balance is between ZAR 250.0 million to ZAR 450.0 million, or (z) 3.50% per annum if the Facility G balance is greater than ZAR 450.0 million. The interest rate shall increase by a further 2.00% per annum in the event of default (as defined in the Loan Documents). Net1 SA paid a non-refundable deal origination fee of ZAR 11.25 million to the Lenders related to Facility G on closing.

Pursuant to the Senior Facility H Agreement, Net1 SA may borrow up to an aggregate of ZAR 350.0 million (“Facility H”) for the sole purposes of funding the acquisition of the Target Companies and paying transaction costs. Facility H is required to be repaid on the date which is 18 months after the first utilization of Facility H. Interest on Facility H is payable quarterly in arrears based on JIBAR in effect from time to time plus a margin of 2.00% per annum which increases by a further 2.00% per annum in the event of default (as defined in the Loan Documents). Net1 SA paid a non-refundable deal origination fee of ZAR 5.25 million to the Lenders related to Facility H on closing.

Facility G and Facility H are secured by a pledge of certain of the Company’s bank accounts, and the cession of Net1’s shareholding in certain of its subsidiaries.

The Facility H Agreement provides the Lenders with a right to discuss the capitalization of the Net1 group with its management and Value Capital Partners Proprietary Limited (“VCP”) if Net1’s market capitalization on the NASDAQ Global Select Market (based on the closing price on the NASDAQ Global Select Market) on any day falls below the USD equivalent of ZAR 3.250 billion (or such other amount agreed by the parties). VCP is required to maintain an asset cover ratio above 5.00:1.00, calculated as the total VCP investment fund net asset value (as defined in the Facility H agreement) divided by the Facility H borrowings outstanding, measured as of March, June, September and December each year (as applicable) (each a “Measurement Date”). The Lenders require Net1 SA to deliver a compliance certificate procured from VCP as of each applicable Measurement Date, which shows the computation of the asset cover ratio.

39

20. Subsequent events (continued)

Connect’s borrowing

The Company, through CCMS, entered into a Facilities Agreement (the “CCMS Facilities Agreement”) with RMB in January 2022. The CCMS Facilities Agreement was further amended through letter agreements, which form part of the CCMS Facilities Agreement, in March and April 2022, respectively, and the disclosure in this note includes the amended terms. The CCMS Facilities Agreement became effective upon closing the transaction.

The CCMS Facilities Agreement provides for total facilities of ZAR 1.3 billion comprising a Facility A term loan of ZAR 700 million (“Facility A Loan”), a Facility B term loan of ZAR 350 million (“Facility B Loan”), and a general banking facility of ZAR 205.0 million. The amount available under the general banking facility will reduce to ZAR 125.0 million on March 23, 2023. CCMS paid a non-refundable structuring fee of approximately ZAR 4.8 million in April 2022. Interest on the loans is payable quarterly based on JIBAR plus a margin in effect from time to time.

On April 14, 2022, the CCMS utilized the entire amount of Facility A and Facility B and approximately ZAR 211.0 million of the general banking facility to repay its existing borrowings and to settle obligations under the Sales Agreement. Principal repayments related to the Facility A Loan and the Facility B Loan are due at the end of each of the Company’s fiscal quarters. The table below presents payments due within the twelve months ended March 31, for each of the periods specified:

		Facility A Loan		Facility B Loan
		ZAR '000		ZAR '000
Total facility		ZAR	700,000	ZAR	350,000
Repayments due within the twelve months ended:
	March 31, 2023		-		(56,250)
	March 31, 2024		-		(75,000)
	March 31, 2025		-		(93,750)
	March 31, 2026		-		(118,750)
	March 31, 2027		(137,500)		(6,250)
	March 31, 2028	ZAR	(562,500)	ZAR	-

Borrowings under the CCMS Facilities Agreement are secured by a pledge by CCMS of, among other things, all of its equity shares, its entire equity interests in equity securities it owns and any claims outstanding. The CCMS Facilities Agreement contains customary covenants that require CCMS to maintain a specified debt service and interest cover and leverage ratio.

Interest on the Facility A Loan and the Facility B Loan is payable quarterly in arrears based on the Johannesburg Interbank Agreed Rate (“JIBAR”) in effect from time to time for the interest period (as defined in the CCMS Facilities Agreement) plus a margin of (i) 4.00% per annum while the leverage ratio is greater than or equal to 3.50 times; (ii) 3.75% per annum while the leverage ratio is between 2.50 times and 3.50 times, or (iii) 3.40% per annum while the leverage ratio is less than or equal to 2.50 times.

VCP Securities Purchase Agreement

On March 22, 2022, Net1 and Net1 SA entered into a Securities Purchase Agreement (the “VCP Agreement”) with Value Capital Partners Proprietary Limited (“VCP”) whereby VCP will procure that one or more funds under its management (the “Purchasing Funds”) will subscribe for, and Net1 will have the obligation to issue and sell to the Purchasing Funds, ZAR 350.0 million of common stock of Net1 if (i) an event of default occurs under Facility G or Facility H, (ii) Net1 SA fails to pay all outstanding amounts in respect of Facility H on the maturity date of such facility, or (iii) the market capitalization of Net1 on the Nasdaq Global Select Market (based on the closing price on such exchange) falls and remains below the U.S. dollar equivalent of ZAR 2.6 billion on more than one day. The VCP Agreement contains customary representations and warranties from Net1 and VCP and covenants from Net1 and Net1 SA. In connection with the VCP Agreement, Net1 SA agreed to pay VCP a commitment fee in an amount equal to ZAR 5.25 million.

Additionally, Net1, Net1 SA and VCP entered into a Step-In Rights Letter on March 22, 2022 with RMB, which provides RMB with step in rights to perform the obligations or enforce the rights of Net1 and Net1 SA under the VCP Agreement to the extent that Net1 and Net1 SA fail to do so and do not remedy such failure within two business days of notice of such failure.

Grant of shares of restricted stock to Connect employees

On April 14, 2022, the Company granted 1,250,486 shares of restricted stock to employees of Connect pursuant to the Sale Agreement. The award includes an equalization mechanism to maintain a return of $7.50 per share of restricted stock upon vesting through the issue of restricted stock units. The conversion of restricted stock units to shares cannot exceed 50% under the terms of the award. The Company has not finalized the accounting for the grant of these equity awards and expects to conclude this matter together with its purchase accounting process referenced above.

40

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended June 30, 2021, and the unaudited condensed consolidated financial statements and the accompanying notes included in this Form 10-Q.

Forward-looking statements

Some of the statements in this Form 10-Q constitute forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s 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 factors include, among other things, those listed under Item 1A.—“Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2021. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms and other comparable terminology.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not know whether we can achieve positive future results, levels of activity, performance, or goals. Actual events or results may differ materially. We undertake no obligation to update any of the forward-looking statements after the date of this Form 10-Q to conform those statements to reflect the occurrence of unanticipated events, except as required by applicable law.

You should read this Form 10-Q and the documents that we reference herein and the documents we have filed as exhibits hereto and thereto and which we have filed with the United States Securities and Exchange Commission completely and with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Recent Developments

Adopting a new brand and identity

As we embarked on creating a world class financial technology platform and repositioning ourselves for growth, it became evident we required a new identity that would resonate with our customers and employees. It was important for our new identity to authentically express our commitment to the local communities we serve and our ambition to drive financial inclusion by giving ordinary people and small businesses access to essential financial services.

For thousands of years livestock have been seen as a symbol of security, community and wealth and protecting one’s livestock was central to preserving the dignity and pride of a community. To ensure the best possible protection, an enclosure commonly known as a “kraal” in South Africa, was built in the center of the community. A kraal is seen as the social and economic heart of a village and only the most reliable people are entrusted with its care and protection. The word Lesaka means Kraal in Setswana and Sesotho, two of South Africa’s official languages, and it was agreed by our shareholders that the existing company name Net1, should change to Lesaka, which aptly represents our new group and its vision.

As Lesaka, we are on a mission to build and protect the financial wellbeing of our communities and our intention is to protect the vulnerable and underserved, by providing widespread access to essential financial services.

Update on our strategic focus areas

In the prior quarter we communicated the following four key pillars, that remain critical to the successful transformation of our company, to becoming a leading South African full-service fintech platform:

 Growing the existing merchant business;

 Returning the consumer business to breakeven;

 Transforming our organization into a world class fintech platform; and

 Strengthening our relationships with key stakeholders.

Focused effort throughout the third quarter to deliver on each of these pillars delivered positive momentum, repositioning the business to capture the long-term growth opportunities across both our merchant and consumer businesses.

Growing the existing Merchant business

On April 14, 2022, we announced the closing of the Connect Group acquisition for a consideration of ZAR 3.8 billion ($264.0 million). This transformational acquisition positions the Group as a leading fintech company, offering a broad range of financial services and products to consumers (“B2C”) and merchants (“B2B”) across both the formal and informal sectors.

41

There are approximately 1.4 million informal and approximately 700,000 formal micro, small and medium enterprises (“MSME”) in South Africa. With market leading affordable products and technologies, the Connect Group is well positioned to continue its growth in the MSME sector. The Connect Group’s MSME offering, combined with our EasyPay platform targeting the larger merchants, and our point-of-sale business, provides a suite of products and services to address the needs of the entire spectrum of merchants in South Africa.

Mr. Steve Heilbron, CEO of the Connect Group, joined our board on April 14, 2022, and will be responsible for heading up our Merchant business. Integrating the Connect Group will be a focus area for us for the remainder of the fiscal year, to ensure we capitalize on the growth opportunity delivered by this acquisition.

Refer to Note 20 to our unaudited condensed consolidated financial statements for additional information related to the acquisition.

Returning the Consumer business to breakeven

We have made significant progress in returning the Consumer segment to break-even and are encouraged with the Segment Adjusted EBITDA loss of $6.9 million (which includes reorganization costs of $5.9 million), or $1.0 million after adjusting for the $5.9 million of reorganization costs related to Project Spring. However, transforming the business and culture, from one which was focused on the logistics of efficiently distributing grant to over ten million grant recipients each month, to a sales focused organization remains a challenge we are focused on. We have commenced the work on training and building our sales force, but this will take time. We continue to work towards achieving a monthly Segment Adjusted EBITDA break-even position for our consumer business by the end of the fourth quarter, however certain elements may take longer than originally anticipated.

The Consumer segment continues to show considerable improvement in performance from a year ago and positive momentum was achieved during the third quarter of fiscal 2022, through focusing on the three levers previously communicated:

 Increasing active EPE account numbers, through driving customer acquisition;

 Improving ARPU, underpinned by increased cross selling; and

 Optimizing the cost structure, in line with a focus on customer centricity.

Progress on driving customer acquisition

We grew our total customer base by approximately 38,300 net active customers of which around 9,700 were EPE lite customers and around 28,600 were EPE customers, ending the quarter with just over 1.1 million active customers. This active account growth is slower than what we had anticipated. We did, however, register 136,000 gross account openings during the quarter, and have initiated a workstream focusing on improving account activation and utilization. This included the introduction of a dedicated call center focused on assisting customers with activating their accounts and proactively resolving any issues they may be facing during the activation process. Additionally, our salesforce is now incentivized on account activations and not account openings.

Utilizing improved data analytics and ongoing market research, we continue to gain better insights into our customers and their needs, allowing us to develop effective marketing campaigns and incentives to drive customer growth. A promotional campaign was launched late March 2022, which had a positive impact on new account openings and activations, and we expect this momentum to continue into the fourth quarter of fiscal 2022.

Progress on cross selling

ARPU remains broadly in line with our targeted ARPU range. We had approximately 415,000 active loans at the end of the quarter, representing a 38% penetration of our active EPE customer base, with a total loan book of ZAR 359 million ($24.7 million) as of March 31, 2022, up 6% in ZAR compared with March 2021. Despite the average loan size growing to R1,417, up 10% year on year, the portfolio loss ratio, calculated as the loans written off during the period as a percentage of the total loan book, remains encouragingly low at around 1.0% for the quarter, as a result of our ongoing application of prudent credit scoring and a culture of responsible lending.

Our funeral insurance product provides an important growth opportunity for our cross-selling strategy, with penetration levels averaging 18% of the active account base. Over 5,500 new standalone policies were initiated during the quarter, growing the total number of active policies to approximately 247,300, up 3.8% compared with March 2021.

A delivery of fifty-two ATMs were received during the quarter. These ATMs will provide additional cross-selling opportunities as the year progresses, as they are enabled to include the added functionality of selling value added services, loans and insurance. Their “through the wall” installations allow them to be deployed in locations which are accessible to customers 24/7.

42

Progress on cost optimization

In order to optimize the overall cost base and to move the business towards a sales-focused and client solution driven financial services organization, we launched Project Spring during the 2022 financial year. Project Spring focused on the restructuring of our financial services business and the rationalization of the distribution network. Pursuant to Project Spring, a detailed review of the distribution network was performed, to identify underperforming branches and optimize our points of presence, while a significant exercise is underway to ensure our ATM footprint meets the needs of our customer base. We also embarked on a retrenchment process pursuant to Section 189A of the South African Labour Relations Act (“Labour Act”). The Section 189A process requires an employer, before retrenching, to consult with any person affected by the retrenchment process for 60 days. We commenced this process on January 10, 2022, and completed the process during March 2022, recording a total charge during the third quarter of fiscal 2022 of $5.9 million. Please refer to Note 1 to our unaudited condensed consolidated financial statements for additional information.

The Section 189A process, which is now complete, was a difficult and uncertain time for many employees.

Significant progress has been made on optimizing the cash distribution and ATM network. Our large fleet of mobile ATMs and the associated distribution and security costs have been eliminated. Following a review of the ATM placements, over 50% of our ATM network are now positioned in retailers, providing greater footfall and longer operating hours compared to our branches.

We estimate that the aggregate annualized cost saving for Project Spring is over ZAR 300.0 million.

Transforming our organization into a world class fintech platform

Building a world class fintech platform requires highly talented people, an environment where they can outperform and a clear vision and strategy, where everyone is aligned and understands their role in achieving that vision.

On March 1, 2022, Mr. Naeem Kola joined our board and became our Group CFO. On the same date, Mr. Alex Smith stepped down as CFO, resigned from our board and took up his new role as Chief Accounting Officer. During this quarter, we also successfully recruited a head of Legal and Company Secretarial, Verna Douman. Verna is a qualified seasoned attorney, with over 25 years experience in corporate, banking and finance sectors.

The majority of the new senior leadership team has been finalized and have all now commenced their employment contracts. The leadership team has deep and relevant experience to deliver on the mission of the Company, with the necessary governance structures in place.

Further to the South African Competition Tribunal’s approval of the Connect Group acquisition, their approval was subject to the company implementing an employee share transaction (“ESOP”) of at least 3% of the issued shares of the company, to increase the spread of ownership by historically disadvantaged people and workers. If within 24 months of the implementation date of the Connect Group transaction, the company generates a positive net profit for 3 consecutive quarters, the ESOP shall increase to 5% of the issued shares. The final structure of the ESOP is contingent on shareholder approval and relevant regulatory and governance approvals.

Improving stakeholder engagements

We continue to build our relationship with SASSA, through proactive engagement at a local, provincial and national level, to gain a better understanding of their needs and how we can help and improve the delivery of social grants to over 12 million grant recipients. Good progress has been made in this regard during the quarter.

Investments

There has been no change to the carrying value of our investment in MobiKwik during this quarter. MobiKwik filed its draft red herring prospectus in July 2021, with the original intention of completing its initial public offering in November 2021. MobiKwik decided to delay its initial public offering given prevailing market conditions and will reassess their options as market conditions change. MobiKwik has been focusing on its buy now pay later (BNPL) offering and has seen significant growth in that area in the last year.

On March 15, 2022, Blue Label Telecoms Limited, the largest shareholder in Cell C, announced that it has concluded a non-binding term sheet (“Umbrella Restructure Term Sheet”) with Cell C and various Cell C financial stakeholders. In terms of the Umbrella Restructure Term Sheet, Cell C will be restructured and refinanced with the purpose of deleveraging its balance sheet, providing it with liquidity with which to operate and grow its businesses and to position itself to achieve long term success for the benefit of its customers, employees, creditors, shareholders, and other stakeholders. The long form agreements, which will be binding, are currently in process of preparation and will incorporate the terms and conditions contained in the Umbrella Restructure Term Sheet. Our investment in Cell C is held at a carrying value of $0 (zero) as of March 31, 2022.

43

Impact of COVID-19

While we have not experienced significant disruptions thus far from the COVID-19 outbreak, we are unable to accurately predict the impact that COVID-19 will have due to numerous uncertainties, including the severity of the disease, the duration of the outbreak, actions that may be taken by governmental authorities, the impact on our customers and other factors identified in Part I, Item 1A. “Risk Factors— We are unable to ascertain the full impact the COVID-19 pandemic will have on our future financial position, operations, cash flows and stock price” in our Annual Report on Form 10-K for the year ended June 30, 2021. We will continue to evaluate the nature and extent of the impact to our business, consolidated results of operations, and financial condition.

Critical Accounting Policies

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions about future events that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities, including the ongoing uncertainty in the current economic environment due to the outbreak of COVID-19. As future events and their effects cannot be determined with absolute certainty, the determination of estimates requires management’s judgment based on a variety of assumptions and other determinants such as historical experience, current and expected market conditions and certain scientific evaluation techniques.

Critical accounting policies are those that reflect significant judgments or uncertainties and may potentially result in materially different results under different assumptions and conditions. We have identified the following critical accounting policies that are described in more detail in our Annual Report on Form 10-K for the year ended June 30, 2021:

 Valuation of investment in Cell C;

 Recoverability of equity-accounted investments and other equity securities;

 Business combinations and the recoverability of goodwill;

 Intangible assets acquired through acquisitions;

 Deferred taxation;

 Stock-based compensation; and

 Accounts receivable and allowance for doubtful accounts receivable.

Recent accounting pronouncements adopted

Refer to Note 1 to our unaudited condensed consolidated financial statements for a full description of accounting pronouncements adopted, including the dates of adoption and the effects on our unaudited condensed consolidated financial statements.

Recent accounting pronouncements not yet adopted as of March 31, 2022

Refer to Note 1 to our unaudited condensed consolidated financial statements for a full description of recent accounting pronouncements not yet adopted as of March 31, 2022, including the expected dates of adoption and effects on our financial condition, results of operations and cash flows.

Currency Exchange Rate Information

Actual exchange rates

The actual exchange rates for and at the end of the periods presented were as follows:

Table 1	Three months ended		Nine months ended		Year ended
	March 31,		March 31,		June 30,
	2022	2021	2022	2021	2021
ZAR : $ average exchange rate	15.2360	14.9650	15.0965	15.8390	15.4146
Highest ZAR : $ rate during period	15.9536	15.4724	16.2968	17.6866	17.6866
Lowest ZAR : $ rate during period	14.4916	14.4689	14.1630	14.4689	13.4327
Rate at end of period	14.5526	14.8278	14.5526	14.8278	14.3010

44

Translation exchange rates for financial reporting purposes

We are required to translate our results of operations from ZAR to U.S. dollars on a monthly basis. Thus, the average rates used to translate this data for the three and nine months ended March 31, 2022 and 2021, vary slightly from the averages shown in the table above. The translation rates we use in presenting our results of operations are the rates shown in the following table:

	Three months ended		Nine months ended		Year ended
Table 2	March 31,		March 31,		June 30,
	2022	2021	2022	2021	2021
Income and expense items: $1 = ZAR	15.6119	14.9575	14.9875	16.1174	15.7162
Balance sheet items: $1 = ZAR	14.5526	14.8278	14.5526	14.8278	14.3010

Results of Operations

The discussion of our consolidated overall results of operations is based on amounts as reflected in our unaudited condensed consolidated financial statements which are prepared in accordance with U.S. GAAP. We analyze our results of operations both in U.S. dollars, as presented in the unaudited condensed consolidated financial statements, and supplementally in ZAR, because ZAR is the functional currency of the entities which contribute the majority of our revenue and is the currency in which the majority of our transactions are initially incurred and measured. Due to the significant impact of currency fluctuations between the U.S. dollar and the ZAR on our reported results and because we use the U.S. dollar as our reporting currency, we believe that the supplemental presentation of our results of operations in ZAR is useful to investors to understand the changes in the underlying trends of our business.

Our operating segment revenue presented in “—Results of operations by operating segment” represents total revenue per operating segment before intercompany eliminations. A reconciliation between total operating segment revenue and revenue presented in our unaudited condensed consolidated financial statements is included in Note 17 to those statements. Our CODM evaluates segment performance based on segment earnings before interest, tax, depreciation and amortization (“EBITDA”), adjusted for items mentioned in the next sentence (“Segment Adjusted EBITDA”). We do not allocate depreciation and amortization, impairment of goodwill or other intangible assets, certain lease charges (“Lease adjustments”), non-recurring items (including gains or losses on disposal of investments, fair value adjustments to equity securities, fair value adjustments to currency options), interest income, interest expense, income tax expense or loss from equity-accounted investments to our reportable segments. The Lease adjustments reflect lease charges excluded from the calculation of Segment Adjusted EBITDA and are therefore reported as a reconciling item to reconcile the reportable segments’ Segment Adjusted EBITDA to the Company’s loss before income tax expense. A reconciliation of this Segment Adjusted EBITDA to the nearest GAAP measure (net income (loss) before income tax) is included in Note 17 to our unaudited condensed consolidated financial statements. Unless otherwise stated, reference to EBITDA in the discussion below relates to Segment Adjusted EBITDA.

45

We analyze our business and operations in terms of three inter-related but independent operating segments: (1) Consumer, (2) Merchant and (3) Other. In addition, corporate and corporate office activities that are impracticable to allocate directly to any of the other operating segments, as well as any inter-segment eliminations, are included in Corporate/Eliminations.

Third quarter of fiscal 2022 compared to third quarter of fiscal 2021

The following factors had a significant impact on our results of operations during the third quarter of fiscal 2022 as compared with the same period in the prior year:

 Higher revenue: Our revenues increased 27% in ZAR primarily due to an increase in hardware sales, an increase in merchant transaction processing fees, and moderate increases in lending and insurance revenues, which was partially offset by lower prepaid airtime sales;

 Lower operating losses: Operating losses decreased, delivering an improvement of 31% in ZAR compared with the prior period primarily due to an increase in revenue, the closure of the loss-making IPG operations and the implementation of various cost reduction initiatives in our Consumer business. During the quarter, we recorded a reorganization charge of $5.9 million related to the retrenchment process we commenced in January 2022; and

 Foreign exchange movements: The U.S. dollar was 4% stronger against the ZAR during the third quarter of fiscal 2022, which impacted our reported results.

Consolidated overall results of operations

This discussion is based on the amounts prepared in accordance with U.S. GAAP.

The following tables show the changes in the items comprising our statements of operations, both in U.S. dollars and in ZAR:

Table 3	In United States Dollars
	Three months ended March 31,
	2022	2021
	$ ’000	$ ’000	change
Revenue	35,202	28,828	22%
Cost of goods sold, IT processing, servicing and support	23,008	23,096	(0%)
Selling, general and administration	15,184	18,892	(20%)
Depreciation and amortization	463	1,132	(59%)
Reorganization costs	5,852	-	nm
Transaction costs related to Connect Group acquisition	116	-	nm
Operating loss	(9,421)	(14,292)	(34%)
Change in fair value of equity securities	-	10,814	nm
Gain related to fair value adjustment to currency options	6,120	-	nm
Loss on disposal of equity-accounted investment	346	-	nm
Gain on disposal of equity securities	720	-	nm
Loss on disposal of equity-accounted investment - Bank Frick	-	472	nm
Interest income	761	606	26%
Interest expense	691	744	(7%)
Loss before income tax expense	(2,857)	(4,088)	(30%)
Income tax expense	470	2,171	(78%)
Net loss before earnings from equity-accounted investments	(3,327)	(6,259)	(47%)
Earnings from equity-accounted investments	-	55	nm
Net loss attributable to us	(3,327)	(6,204)	(46%)

46

Table 4	In South African Rand
	Three months ended March 31,
	2022	2021
	ZAR ’000	ZAR ’000	change
Revenue	549,571	431,195	27%
Cost of goods sold, IT processing, servicing and support	359,199	345,458	4%
Selling, general and administration	237,051	282,577	(16%)
Depreciation and amortization	7,228	16,932	(57%)
Reorganization costs	91,361	-	nm
Transaction costs related to Connect Group acquisition	1,811	-	nm
Operating loss	(147,079)	(213,772)	(31%)
Change in fair value of equity securities	-	161,750	nm
Gain related to fair value adjustment to currency options	95,545	-	nm
Loss on disposal of equity-accounted investment	5,402	-	nm
Gain on disposal of equity securities	11,241	-	nm
Loss on disposal of equity-accounted investment - Bank Frick	-	7,060	nm
Interest income	11,881	9,064	31%
Interest expense	10,788	11,128	(3%)
Loss before income tax expense	(44,602)	(61,146)	(27%)
Income tax expense	7,338	32,473	(77%)
Net loss before earnings from equity-accounted investments	(51,940)	(93,619)	(45%)
Earnings from equity-accounted investments	-	823	nm
Net loss attributable to us	(51,940)	(92,796)	(44%)

The increase in revenue was primarily due to an increase in hardware sales, an increase in merchant transaction processing fees, and moderate increases in lending and insurance revenues, which was partially offset by lower prepaid airtime sales.

The increase in cost of goods sold, IT processing, servicing and support was primarily due to higher costs related to hardware sales and higher expenses related to an increase in merchant transaction processing activities, which was partially offset by the implementation of various cost reduction initiatives in our Consumer business, as well as a lower cost of prepaid airtime.

In ZAR, the decrease in selling, general and administration expense was due to both lower IPG-related expenses incurred following its closure and some benefits from our cost reduction initiatives, which were partially offset by higher employee-related expenses related to the growth in our senior management team, and the year-over-year impact of inflationary increases on employee-related expenses.

Depreciation and amortization decreased primarily due to lower overall depreciation related to tangible assets that were fully depreciated during the last 12 months.

We embarked on a retrenchment process on January 10, 2022, and incurred reorganization expenses of $5.9 million during the third quarter of fiscal 2022.

Transaction costs related to the Connect Group acquisition include fees paid to external service providers for various advisory services procured.

Our operating loss margin for the third quarter of fiscal 2022 and 2021 was (22.9%) and (41.8%), respectively. We discuss the components of operating loss margin under “—Results of operations by operating segment.”

The change in fair value of equity securities during the third quarter of fiscal 2021, represents a non-cash fair value adjustment gain related to MobiKwik. We continue to carry our investment in Cell C at $0 (zero). Refer to Note 5 to our unaudited condensed consolidated financial statements for the methodology and inputs used in the fair value calculation for MobiKwik and Note 4 for the methodology and inputs used in the fair value calculation for Cell C.

Gain related to fair value adjustment to currency options represents the net mark-to-market adjustments to foreign exchange option contracts entered into in November 2021 in order to manage the risk of currency volatility and to fix the USD amount to be utilized for part of the Connect Group purchase consideration settlement. The foreign exchange option contract matured on February 24, 2022. Refer to Note 4 to our unaudited condensed consolidated financial statements for additional information related to these currency options.

We recorded a gain of $0.7 million related to the disposal of our entire interest in an equity security during the third quarter of fiscal 2022. Refer to Note 5 to our unaudited condensed consolidated financial statements for additional information regarding this gain.

47

We recorded a loss of $0.3 million related to the disposal of a minor portion of our investment in Finbond during the third quarter of fiscal 2022. Refer to Note 5 to our unaudited condensed consolidated financial statements for additional information regarding this disposal.

We recorded a loss of $0.5 million related to the disposal of Bank Frick during the third quarter of fiscal 2021.

Interest on surplus cash increased to $0.8 million (ZAR 11.9 million) from $0.6 million (ZAR 9.1 million), primarily due to higher average ZAR denominated cash balances and higher interest rates during the third quarter of fiscal 2022. The higher ZAR denominated cash balances arose as we converted dollar funds into ZAR in anticipation of the Connect Group acquisition closing.

Interest expense decreased to $0.7 million (ZAR 10.8 million) from $0.7 million (ZAR 11.1 million), primarily as a result of a lower utilization of our ATM facilities to fund our ATMs, which decrease was partially offset by higher rates during the third quarter of fiscal 2022.

Fiscal 2022 tax expense was $0.5 million (ZAR 7.3 million) compared to $2.2 million (ZAR 32.5 million) in fiscal 2021. Our effective tax rate for fiscal 2022 was impacted by the tax expense recorded by our profitable South African operations, non-deductible expenses, the on-going losses incurred by certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities.

Our effective tax rate for fiscal 2021 was impacted by the tax effect on the change in the fair value of our equity securities, which is at a lower tax rate than the South African statutory rate, the tax charge related to our profitable South African operations, non-deductible expenses, the on-going losses incurred by certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities.

Bank Frick was sold in the third quarter of fiscal 2021 and was accounted for using the equity method up until disposal. Finbond is listed on the Johannesburg Stock Exchange and reports its six-month results during our first quarter and its annual results during our fourth quarter. The table below presents the relative (loss) earnings from our equity accounted investments:

Table 5	Three months ended March 31,
	2022	2021	$ %
	$ ’000	$ ’000	change
Bank Frick	-	177	nm
Share of net income	-	177	nm
Other	-	(122)	nm
Share of net loss	-	(122)	nm
Total loss from equity-accounted investments	-	55	nm

Results of operations by operating segment

The composition of revenue and the contributions of our business activities to operating (loss) income are illustrated below:

Table 6	In United States Dollars
	Three months ended March 31,
	2022	% of	2021	% of	% change
Operating Segment	$ ’000	total	$ ’000	total
Consolidated revenue:
Consumer	16,429	47%	16,236	56%	1%
Merchant	18,478	52%	12,171	42%	52%
Other	397	1%	421	1%	(6%)
Subtotal: Operating segments	35,304	100%	28,828	99%	22%
Corporate/Eliminations	(102)	-	-	1%	nm
Total consolidated revenue	35,202	100%	28,828	100%	22%
Segment Adjusted EBITDA:
Consumer	(6,866)	85%	(7,610)	63%	(10%)
Merchant	1,271	(16%)	273	(2%)	366%
Other	87	(1%)	(3,315)	27%	nm
Total Segment Adjusted EBITDA	(5,508)	68%	(10,652)	88%	(48%)
Corporate/eliminations	(2,560)	32%	(1,404)	12%	82%
Subtotal	(8,068)	100%	(12,056)	100%	(33%)
Less: Lease adjustments	890		1,104
Less: Depreciation and amortization	463		1,132
Total consolidated operating loss	(9,421)		(14,292)

48

Table 7	In South African Rand
	Three months ended March 31,
	2022	% of	2021	% of	% change
Operating Segment	ZAR ’000	total	ZAR ’000	total
Consolidated revenue:
Consumer	256,488	47%	242,850	56%	6%
Merchant	288,477	52%	182,048	42%	58%
Other	6,198	1%	6,297	1%	(2%)
Subtotal: Operating segments	551,163	100%	431,195	99%	28%
Corporate/Eliminations	(1,592)	-	-	1%	nm
Total consolidated revenue	549,571	100%	431,195	100%	27%
Segment Adjusted EBITDA:
Consumer	(107,191)	85%	(113,827)	63%	(6%)
Merchant	19,843	(16%)	4,083	(2%)	386%
Other	1,358	(1%)	(49,584)	27%	nm
Total Segment Adjusted EBITDA	(85,990)	68%	(159,328)	88%	(46%)
Corporate/eliminations	(39,966)	32%	(21,000)	12%	90%
Subtotal	(125,956)	100%	(180,328)	100%	(30%)
Less: Lease adjustments	13,895		16,513
Less: Depreciation and amortization	7,228		16,932
Total consolidated operating loss	(147,079)		(213,773)

Consumer

Segment revenue increased primarily due to higher lending and insurance revenues and moderately higher account holder fees. We embarked on a retrenchment process during the third quarter of fiscal 2022 and recorded an expense of $5.9 million which is included in the Segment EBITDA loss, refer to Note 1 to our unaudited condensed consolidated financial statements for additional information regarding this process. Segment EBITDA loss has decreased primarily due to the implementation of various cost reduction initiatives.

Our EBITDA loss margin (calculated as EBITDA loss divided by revenue) for the third quarter of fiscal 2022 and 2021 was (41.8%) and (46.9%), respectively.

The table below presents EBITDA for our Consumer operating segment and illustrates EBITDA for the third quarter of fiscal 2022 including and excluding the reorganization costs:

Table 8	In South African Rand
	Three months ended March 31,
	2022	2021	% change
Operating Segment	ZAR ’000	ZAR ’000
EBITDA:
Consumer	(107,191)	(113,827)	(6%)
Reorganization costs	91,361	-	nm
Consumer excluding reorganization costs	(15,830)	(113,827)	(86%)
EBITDA margin:
Consumer	(42%)	(47%)
Consumer excluding reorganization costs	(6%)	(47%)

Merchant

Segment revenue increased due to an increase in hardware sales and processing fees, which was partially offset by fewer prepaid airtime sales. The increase in segment EBITDA is primarily due to the increase in hardware sales.

Our EBITDA margin for the third quarter of fiscal 2022 and 2021 was 6.9% and 2.2%, respectively.

49

Other

Other includes the activities of IPG in fiscal 2021 and our other business outside South Africa, principally Botswana.

Segment revenue decreased due to lower revenue following the closure of IPG in fiscal 2021. We recorded an EBITDA contribution during the third quarter of fiscal 2022 following the closure of our loss-making activities performed through IPG.

Our EBITDA (loss) margin for the Other segment was 21.9% and (787.4%) during the third quarter of fiscal 2022 and 2021, respectively.

Corporate/Eliminations

Our corporate expenses generally include acquisition-related intangible asset amortization; expenses incurred related to corporate actions; expenditures related to compliance with the Sarbanes-Oxley Act of 2002; non-employee directors’ fees; certain employee and executive bonuses; stock-based compensation; legal fees; audit fees; directors and officer’s insurance premiums; elimination entries; and from fiscal 2022 our group CEO’s compensation.

Our corporate expenses for fiscal 2022 increased compared with the prior period due to higher employee costs, an increase in director and officer’s insurance premiums, and higher stock-based compensation charges. Fiscal 2021 includes an unrealized foreign exchange gain of $0.6 million which also impacts comparability. Our corporate expenses for fiscal 2022 includes transaction related expenses of $0.1 million (ZAR 1.8 million) related to the Connect Group acquisition. We expect to incur additional expenses related to the Connect Group transaction in the fourth quarter of fiscal 2022.

50

Year to date fiscal 2022 compared to year to date fiscal 2021

The following factors had a significant impact on our results of operations during the year to date fiscal 2022 as compared with the same period in the prior year:

 Lower revenue: Our revenues decreased 3% in ZAR, primarily due to lower prepaid airtime sales, which was partially offset by increase in hardware sales, an increase in merchant transaction processing fees, and moderate increases in lending and insurance revenues;

 Lower operating losses: Operating losses decreased, delivering an improvement of 31% in ZAR compared with the prior period primarily due to the closure of the loss-making IPG operations and the implementation of various cost reduction initiatives in our Consumer business. During the year to date fiscal 2022, we recorded a reorganization charge of $5.9 million related to the retrenchment process we commenced in January 2022;

 Significant transaction costs: We expensed $1.8 million of transaction costs related to the Connect Group acquisition; and

 Foreign exchange movements: The U.S. dollar was 4% weaker against the ZAR during the year to date fiscal 2022, which impacted our reported results.

Consolidated overall results of operations

This discussion is based on the amounts prepared in accordance with U.S. GAAP.

The following tables show the changes in the items comprising our statements of operations, both in U.S. dollars and in ZAR:

Table 9	In United States Dollars
	Nine months ended March 31,
	2022	2021
	$ ’000	$ ’000	change
Revenue	100,820	96,269	5%
Cost of goods sold, IT processing, servicing and support	67,795	73,895	(8%)
Selling, general and administration	53,372	59,517	(10%)
Depreciation and amortization	2,084	3,129	(33%)
Reorganization costs	5,852	-	nm
Transaction costs related to Connect Group acquisition	1,790	-	nm
Operating loss	(30,073)	(40,272)	(25%)
Change in fair value of equity securities	-	25,942	nm
Gain related to fair value adjustment to currency options	3,691	-	nm
Loss on disposal of equity-accounted investment	346	13	2,562%
Gain on disposal of equity securities	720	-	nm
Loss on disposal of equity-accounted investment - Bank Frick	-	472	nm
Interest income	1,463	1,934	(24%)
Interest expense	2,272	2,168	5%
Loss before income tax expense	(26,817)	(15,049)	78%
Income tax expense	754	4,549	(83%)
Net loss before loss from equity-accounted investments	(27,571)	(19,598)	41%
Loss from equity-accounted investments	(1,156)	(20,098)	(94%)
Net loss attributable to us	(28,727)	(39,696)	(28%)

51

Table 10	In South African Rand
	Nine months ended March 31,
	2022	2021
	ZAR ’000	ZAR ’000	change
Revenue	1,511,040	1,551,606	(3%)
Cost of goods sold, IT processing, servicing and support	1,016,078	1,190,996	(15%)
Selling, general and administration	799,912	959,260	(17%)
Depreciation and amortization	31,233	50,431	(38%)
Reorganization costs	87,706	-	nm
Transaction costs related to Connect Group acquisition	26,828	-	nm
Operating loss	(450,717)	(649,081)	(31%)
Change in fair value of equity securities	-	418,118	nm
Gain related to fair value adjustment to currency options	55,319	-	nm
Loss on disposal of equity-accounted investment	5,186	210	2,370%
Gain on disposal of equity securities	10,791	-	nm
Loss on disposal of equity-accounted investment - Bank Frick	-	7,607	nm
Interest income	21,927	31,171	(30%)
Interest expense	34,052	34,943	(3%)
Loss before income tax expense	(401,918)	(242,552)	66%
Income tax expense	11,301	73,318	(85%)
Net loss before loss from equity-accounted investments	(413,219)	(315,870)	31%
Loss from equity-accounted investments	(17,326)	(323,928)	(95%)
Net loss attributable to us	(430,545)	(639,798)	(33%)

The decrease in revenue was primarily due to lower prepaid airtime sales, which was partially offset by increase in hardware sales, an increase in merchant transaction processing fees, and moderate increases in lending and insurance revenues.

The decrease in cost of goods sold, IT processing, servicing and support was primarily due to the implementation of various cost reduction initiatives in our Consumer business, lower cost of prepaid airtime sales, which was partially offset by an increase in the cost of hardware sales, higher costs related to transaction fees and an increase in insurance-related claims experience.

In ZAR, the decrease in selling, general and administration expenses was primarily due to lower IPG-related expenses incurred following its closure and some benefits from our cost reduction initiatives, which were partially offset by higher employee-related expenses related to the growth in our senior management team, and the year-over-year impact of inflationary increases on employee-related expenses.

Depreciation and amortization decreased primarily due to lower overall depreciation related to tangible assets that were fully depreciated during the last twelve months.

Transaction costs related to Connect Group acquisition includes fees paid to external service providers associated with the contract drafting and negotiations; legal, financial and tax due diligence activities performed; warranty and indemnity insurance related to the transaction; and other advisory services procured; as well as our portion of the fees paid to competition authorities related to the regulatory filings made in various jurisdictions.

Our operating loss margin for the year to date fiscal 2022 and 2021 was (25.1%) and (35.5%), respectively. We discuss the components of operating loss margin under “—Results of operations by operating segment.”

The change in fair value of equity securities during the year to date fiscal 2021, represents a non-cash fair value adjustment gain related to MobiKwik. We continue to carry our investment in Cell C at $0 (zero). Refer to Note 5 to our unaudited condensed consolidated financial statements for the methodology and inputs used in the fair value calculation for MobiKwik and Note 4 for the methodology and inputs used in the fair value calculation for Cell C.

Gain related to fair value adjustment to currency options represents the realized gain related to foreign exchange option contracts entered into in November 2021 in order to manage the risk of currency volatility and to fix the USD amount to be utilized for part of the Connect Group purchase consideration settlement. The foreign exchange option contract matured on February 24, 2022. Refer to Note 4 to our unaudited condensed consolidated financial statements for additional information related to these currency options.

We recorded a gain of $0.7 million related to the disposal of our entire interest in an equity security during the third quarter of fiscal 2022. Refer to Note 5 to our unaudited condensed consolidated financial statements for additional information regarding this gain.

We recorded a loss of $0.3 million related to the disposal of a minor portion of our investment in Finbond during the third quarter of fiscal 2022. Refer to Note 5 to our unaudited condensed consolidated financial statements for additional information regarding this disposal.

52

We recorded a loss of $0.5 million related to the disposal of Bank Frick during the year to date fiscal 2021.

Interest on surplus cash decreased to $1.5 million (ZAR 21.9 million) from $1.9 million (ZAR 31.2 million), primarily due to lower average daily cash balances.

Interest expense increased to $2.3 million (ZAR 34.1 million) from $2.2 million (ZAR 34.9 million), primarily as a result of a higher utilization of our ATM facilities to fund our ATMs.

Fiscal 2022 tax expense was $0.8 million (ZAR 11.3 million) compared to $4.5 million (ZAR 73.3 million) in fiscal 2022. Our effective tax rate for fiscal 2022 was impacted by the tax expense recorded by our profitable South African operations, non-deductible expenses, the on-going losses incurred by certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities.

Our effective tax rate for fiscal 2021 was impacted by the tax effect on the change in the fair value of our equity securities, which is at a lower tax rate than the South African statutory rate, the tax charge related to our profitable South African operations, non-deductible expenses, the on-going losses incurred by certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities, which was partially offset by the reversal of the deferred tax liability related to one of our equity-accounted investments following its impairment.

Bank Frick was sold in the third quarter of fiscal 2021 and was accounted for using the equity method during the year to date fiscal 2021 up until it was disposed. Finbond is listed on the Johannesburg Stock Exchange and reports its six-month results during our first quarter and its annual results during our fourth quarter. The table below presents the (loss) earnings from our equity accounted investments:

Table 11	Nine months ended March 31,
	2022	2021	$ %
	$ ’000	$ ’000	change
Finbond	(1,156)	(20,267)	(94%)
Share of net loss	(1,156)	(2,617)	(56%)
Impairment	-	(17,650)	nm
Bank Frick	-	1,156	nm
Share of net income	-	1,156	nm
Other	-	(987)	nm
Share of net loss	-	(439)	nm
Impairment	-	(548)	nm
	(1,156)	(20,098)	(94%)

53

Results of operations by operating segment

The composition of revenue and the contributions of our business activities to operating (loss) income are illustrated below:

Table 12	In United States Dollars
	Nine months ended March 31,
	2022	% of	2021	% of	% change
Operating Segment	$ ’000	total	$ ’000	total
Consolidated revenue:
Consumer	50,232	50%	47,867	50%	5%
Merchant	49,652	49%	45,623	47%	9%
Other	1,220	1%	2,855	3%	(57%)
Subtotal: Operating segments	101,104	100%	96,345	100%	5%
Corporate/Eliminations	(284)	-	(76)	-	274%
Total consolidated revenue	100,820	100%	96,269	100%	5%
Segment Adjusted EBITDA:
Consumer	(20,871)	82%	(19,395)	57%	8%
Merchant	3,951	(16%)	4,471	(13%)	(12%)
Other	353	(1%)	(10,285)	30%	nm
Total Segment Adjusted EBITDA	(16,567)	65%	(25,209)	74%	(34%)
Corporate/eliminations	(8,775)	35%	(8,943)	26%	(2%)
Subtotal	(25,342)	100%	(34,152)	100%	(26%)
Less: Lease adjustments	2,647		2,991
Less: Depreciation and amortization	2,084		3,129
Total consolidated operating loss	(30,073)		(40,272)

54

Table 13	In South African Rand
	Nine months ended March 31,
	2022	% of	2021	% of	% change
Operating Segment	ZAR ’000	total	ZAR ’000	total
Consolidated revenue:
Consumer	752,852	50%	771,492	50%	(2%)
Merchant	744,159	49%	735,324	47%	1%
Other	18,285	1%	46,015	3%	(60%)
Subtotal: Operating segments	1,515,296	100%	1,552,831	100%	(2%)
Corporate/Eliminations	(4,256)	-	(1,225)	-	247%
Total consolidated revenue	1,511,040	100%	1,551,606	100%	(3%)
Segment Adjusted EBITDA:
Consumer	(312,804)	82%	(312,597)	57%	0%
Merchant	59,216	(16%)	72,060	(13%)	(18%)
Other	5,291	(1%)	(165,768)	30%	nm
Total Segment Adjusted EBITDA	(248,297)	65%	(406,305)	74%	(39%)
Corporate/eliminations	(131,515)	35%	(144,138)	26%	(9%)
Subtotal	(379,812)	100%	(550,443)	100%	(31%)
Less: Lease adjustments	39,672		48,207
Less: Depreciation and amortization	31,233		50,431
Total consolidated operating loss	(450,717)		(649,081)

Consumer

The underlying decrease in revenue was primarily due to lower processing fees, partially offset by higher insurance and lending revenue and account holder fees. We embarked on a retrenchment process during the third quarter of fiscal 2022 and recorded an expense of $5.9 million which is included in the Segment EBITDA loss, refer to Note 1 to our unaudited condensed consolidated financial statements for additional information regarding this process. Segment EBITDA loss, excluding the reorganization charge, has decreased primarily due to the implementation of various cost reduction initiatives, which was partially offset by an increase in insurance-related claims experience and an increase in our allowance for doubtful finance loans receivable recorded.

Our EBITDA loss margin for the year to date fiscal 2022 and 2021 was (41.5%) and (40.5%), respectively.

Merchant

Segment revenue increased due to an increase in hardware sales and processing fees, which was partially offset by fewer prepaid airtime sales. The decrease in segment EBITDA is primarily due to higher costs related to transaction fees and higher employee-related expenses.

Our EBITDA margin for the year to date fiscal 2022 and 2021 was 8.0% and 9.8%, respectively.

Other

Segment revenue decreased due to lower revenue following the closure of IPG in fiscal 2021. We recorded an EBITDA contribution during the year to date fiscal 2022 following the closure of our loss-making activities performed through IPG.

Our EBITDA (loss) margin for the Other segment was 28.9% and (360.2%) during the year to date fiscal 2022 and 2021, respectively.

Corporate/Eliminations

Our corporate expenses for fiscal 2022 decreased compared with fiscal 2021 due to higher consulting fees incurred in fiscal 2021 and the inclusion of an allowance on doubtful loans receivable from equity-accounted investments of $0.7 million in fiscal 2021. Our corporate expenses for fiscal 2022 includes transaction related expenses of $1.8 million (ZAR 26.8 million) related to the Connect Group acquisition.

55

Presentation of quarterly revenue and Segment Adjusted EBITDA by segment for fiscal 2021 and 2020

During the third quarter of fiscal 2022, our chief operating decision maker changed our operating and internal reporting structures following the establishment of a new management team and our decision to focus primarily on the South African market. We have restated previously reported segment information. The tables below present quarterly revenue and EBITDA generated by our three reportable segments for fiscal 2021 and 2020, and reconciliations to consolidated revenue and operating (loss) income, as well as the U.S. dollar/ ZAR exchange rates applicable per fiscal quarter and year:

Table 14	Fiscal 2021
	In United States Dollars
	Quarter 1	Quarter 2	Quarter 3	Quarter 4	F2021
	$ '000	$ '000	$ '000	$ '000	$ '000
Consolidated revenue:
Consumer	15,372	16,259	16,236	18,282	66,149
Merchant	18,246	15,206	12,171	15,855	61,478
Other	1,556	878	421	463	3,318
Subtotal: Operating segments	35,174	32,343	28,828	34,600	130,945
Corporate/Eliminations	(38)	(38)	-	(83)	(159)
Total consolidated revenue	35,136	32,305	28,828	34,517	130,786
Segment Adjusted EBITDA:
Consumer	(6,571)	(5,214)	(7,610)	(6,908)	(26,303)
Merchant	2,971	1,227	273	257	4,728
Other	(2,631)	(4,339)	(3,315)	(89)	(10,374)
Total Segment Adjusted EBITDA	(6,231)	(8,326)	(10,652)	(6,740)	(31,949)
Corporate/eliminations	(2,796)	(4,743)	(1,404)	(4,485)	(13,428)
Subtotal	(9,027)	(13,069)	(12,056)	(11,225)	(45,377)
Less: Lease adjustments	825	1,062	1,104	1,157	4,148
Less: Depreciation and amortization	923	1,074	1,132	1,218	4,347
Total consolidated operating loss	(10,775)	(15,205)	(14,292)	(13,600)	(53,872)
Income and expense items: $1 = ZAR	16.7738	15.4653	14.9575	14.1687	15.7162

56

Table 15	Fiscal 2020
	In United States Dollars
	Quarter 1	Quarter 2	Quarter 3	Quarter 4	F2020
	$ '000	$ '000	$ '000	$ '000	$ '000
Consolidated revenue:
Consumer	21,674	18,618	18,491	12,215	70,998
Merchant	23,564	19,502	14,677	10,916	68,659
Other	1,199	850	1,564	1,428	5,041
Subtotal: Operating segments	46,437	38,970	34,732	24,559	144,698
Corporate/Eliminations	(221)	(52)	(118)	(8)	(399)
Total consolidated revenue	46,216	38,918	34,614	24,551	144,299
Segment Adjusted EBITDA:
Consumer	(2,784)	(2,809)	(3,889)	(4,507)	(13,989)
Merchant	2,778	1,471	1,710	(783)	5,176
Other	(1,969)	(2,979)	(3,043)	(4,024)	(12,015)
Total Segment Adjusted EBITDA	(1,975)	(4,317)	(5,222)	(9,314)	(20,828)
Corporate/eliminations	(2,304)	(3,931)	(510)	(2,028)	(8,773)
Subtotal	(4,279)	(8,248)	(5,732)	(11,342)	(29,601)
Less: Lease adjustments	833	998	991	842	3,664
Less: Depreciation and amortization	1,324	1,174	1,153	996	4,647
Less: Impairments	-	-	6,336	-	6,336
Total consolidated operating loss	(6,436)	(10,420)	(14,212)	(13,180)	(44,248)
Income and expense items: $1 = ZAR	14.7520	14.6022	15.3667	17.2810	17.5686

Liquidity and Capital Resources

At March 31, 2022, our cash and cash equivalents were $183.7 million and comprised of U.S. dollar-denominated balances of $11.3 million, ZAR-denominated balances of ZAR 2.5 billion ($169.9 million), and other currency deposits, primarily Botswana pula, of $2.4 million, all amounts translated at exchange rates applicable as of March 31, 2022. The decrease in our unrestricted cash balances from June 30, 2021 was primarily due to utilization of cash reserves to fund our operations and payment of reorganization costs, which was partially offset by the receipt of $7.5 million related to the sale of Bank Frick in fiscal 2021 and a $3.7 million gain on the foreign currency options.

We generally invest any surplus cash held by our South African operations in overnight call accounts that we maintain at South African banking institutions, and any surplus cash held by our non-South African companies in U.S. dollar-denominated money market accounts.

Historically, we have financed most of our operations, research and development, working capital, and capital expenditures, as well as acquisitions and strategic investments, through internally generated cash and our financing facilities. When considering whether to borrow under our financing facilities, we consider the cost of capital, cost of financing, opportunity cost of utilizing surplus cash and availability of tax efficient structures to moderate financing costs.

We closed the acquisition of Connect in April 2022 as described in Note 20 to our unaudited condensed consolidated financial statements. The total purchase consideration was ZAR 3.8 billion ($262.0 million), comprising ZAR 3.5 billion ($238.2 million) in cash and ZAR 0.4 billion ($23.9 million) in 3,185,079 shares of our common stock. The cash component was funded through ZAR 2.1 billion of our cash, the utilization of new Net1 banking facilities of ZAR 1.1 billion, and an increase in Connect’s debt of ZAR 0.3 billion in April 2022.

57

Available short-term borrowings

Summarized below are our short-term facilities available and utilized as of March 31, 2022:

Table 16	RMB		Nedbank
	$ ’000	ZAR ’000	$ ’000	ZAR ’000
Total short-term facilities available, comprising:
Overdraft restricted as to use(1)	96,203	1,400,000	17,179	250,000
Total overdraft	96,203	1,400,000	17,179	250,000
Indirect and derivative facilities(2)	-	-	10,758	156,552
Total short-term facilities available	96,203	1,400,000	27,937	406,552
Utilized short-term facilities:
Overdraft restricted as to use(1)	45,678	664,728	-	-
Indirect and derivative facilities(2)	-	-	10,659	155,110
Interest rate, based on South African prime rate		7.75%
Interest rate, based on South African prime rate less 1.15%				6.60%

(1) Overdraft may only be used to fund ATMs and upon utilization is considered restricted cash.

(2) Indirect and derivative facilities may only be used for guarantees, letters of credit and forward exchange contracts to support guarantees issued by Nedbank to various third parties on our behalf.

Long-term borrowings

We obtained long-term borrowings of ZAR 1.1 billion to partially fund the acquisition of Connect. In contemplation of the Connect transaction, Connect obtained total facilities of ZAR 1.3 billion which were utilized to repay its existing borrowings and to settle obligations under the Sales Agreement. Our total long-term borrowings following the acquisition of Connect are ZAR 2.2 billion, comprising the ZAR 1.1 billion and ZAR 1.1 billion of Connect’s total facilities of ZAR 1.3 billion. Refer to Note 20 to our unaudited condensed consolidated financial statements for additional information related to these borrowings.

Restricted cash

We have credit facilities with RMB and Nedbank in order to access cash to fund our ATMs in South Africa. Our cash, cash equivalents and restricted cash presented in our unaudited condensed consolidated statement of cash flows as of March 31, 2022, includes restricted cash of approximately $45.7 million related to cash withdrawn from our various debt facilities to fund ATMs. This cash may only be used to fund ATMs and is considered restricted as to use and therefore is classified as restricted cash on our unaudited condensed consolidated balance sheet.

We have also entered into cession and pledge agreements with Nedbank related to certain of our Nedbank credit facilities and we have ceded and pledged certain bank accounts to Nedbank. The funds included in these bank accounts are restricted as they may not be withdrawn without the express permission of Nedbank. Our cash, cash equivalents and restricted cash presented in our unaudited condensed consolidated statement of cash flows as of March 31, 2022, includes restricted cash of approximately $10.7 million that has been ceded and pledged.

58

Cash flows from operating activities

Third quarter

Net cash used in operating activities during the third quarter of fiscal 2022 was $8.8 million (ZAR 137.0 million) compared to $8.3 million (ZAR 123.5 million) during the third quarter of fiscal 2021. Excluding the impact of income taxes, our cash used in operating activities during the third quarter of fiscal 2022 was impacted by the utilization of cash reserves to fund certain of our operations and payment of the reorganization costs, which was partially offset by the $3.7 million gain on the foreign currency options and profits realized by certain of our operations.

During the third quarter of fiscal 2022, we paid our first provisional South African tax payments of $0.1 million (ZAR 2.2 million) related to our 2022 tax year and received tax refunds of $0.0 million (ZAR 0.0 million). During the third quarter of fiscal 2021, we paid our first provisional South African tax payments of $0.2 million (ZAR 2.6 million) related to our 2021 tax year.

Taxes paid during the third quarter of fiscal 2022 and 2021 were as follows:

Table 17	Three months ended March 31,
	2022	2021	2022	2021
	$	$	ZAR	ZAR
	‘000	‘000	‘000	‘000
First provisional payments	148	176	2,209	2,596
Tax refund received	(1)	-	(12)	-
Total South African taxes paid (received)	147	176	2,197	2,596
Foreign taxes paid	34	35	509	525
Total tax paid	181	211	2,706	3,121

Year to date

Net cash used in operating activities during the year to date fiscal 2022 was $30.5 million (ZAR 457.2 million) compared to $50.1 million (ZAR 807.7 million) during the year to date fiscal 2021. Excluding the impact of income taxes, our cash used in operating activities during the third quarter of fiscal 2022 was impacted by the utilization of cash reserves to fund certain of our operations and payment of the reorganization costs, which was partially offset by the $3.7 million gain on the foreign currency options and profits realized by certain of our operations.

During the year to date fiscal 2022, we paid our first provisional South African tax payments of $0.6 million (ZAR 9.1 million) related to our 2022 tax year and received tax refunds of $0.2 million (ZAR (3.2) million). During the year to date fiscal 2021, we paid our first provisional South African tax payments of $0.9 million (ZAR 12.7 million) related to our 2021 tax year. During the year to date fiscal 2021, we paid South African tax of $0.2 million (ZAR 3.4 million) related to our 2020 tax year. We also paid taxes totaling $15.3 million in other tax jurisdictions, primarily in the U.S.

59

Taxes paid during the year to date fiscal 2022 and 2021 were as follows:

Table 18	Nine months ended March 31,
	2022	2021	2022	2021
	$	$	ZAR	ZAR
	‘000	‘000	‘000	‘000
First provisional payments	585	853	9,142	12,680
Taxation paid related to prior years	-	205	-	3,423
Tax refund received	(218)	(12)	(3,239)	(205)
Total South African taxes paid	367	1,046	5,903	15,898
Foreign taxes paid	104	15,336	1,574	256,366
Total tax paid	471	16,382	7,477	272,264

Cash flows from investing activities

Third quarter

Cash used in investing activities for the third quarter of fiscal 2022 included capital expenditures of $0.8 million (ZAR 13.0 million), primarily due to the acquisition of ATMs. During the third quarter of fiscal 2022, we received proceeds of $1.5 million from sale of property, plant and equipment, and $0.8 million and $0.7 million, respectively, related to the sale of minor positions in Finbond and from the disposal of our entire interest in Revix.

Cash used in investing activities for the third quarter of fiscal 2021 included capital expenditures of $0.6 million (ZAR 9.7 million), primarily due to the acquisition of computer equipment. During the third quarter of fiscal 2021 we disposed of our investment in Bank Frick and received $18.6 million of the $30.0 million sales proceeds.

Year to date

Cash used in investing activities for the year to date fiscal 2022 included capital expenditures of $1.7 million (ZAR 25.8 million), primarily due to the roll out of our new express branches, acquisitions of ATMs and the acquisition of computer equipment. During the year to date fiscal 2022, we received a scheduled payment of $7.5 million related to the sale of Bank Frick in fiscal 2021, proceeds from sale of property, plant and equipment of $3.5 million, and proceeds of $0.8 million and $0.7 million, respectively, related to the sale of minor positions in Finbond and from the disposal of our entire interest in Revix.

Cash used in investing activities for the year to date fiscal 2021 included capital expenditures of $3.9 million (ZAR 63.6 million), primarily due to the acquisition of motor vehicles, which largely comprised a fleet of customized mobile ATMs used to deliver a service to rural communities, computer equipment and leasehold improvements in South Africa. We received $20.1 million related to the sale of our Korean business following the successful refund application of the amounts withheld and paid to the South Korean tax authorities pursuant to that transaction. We received $18.6 million related to the disposal of Bank Frick and the amount due on the deferred sale proceeds related to the April 2020 sale of DNI. We also extended loan funding of $1.0 million to V2 and $0.2 million to Revix.

Cash flows from financing activities

Third quarter

During the third quarter of fiscal 2022, we utilized approximately $95.0 million from our South African overdraft facilities to fund our ATMs and repaid $100.8 million of these facilities.

During the third quarter of fiscal 2021, we utilized approximately $55.3 million from our South African overdraft facilities to fund our ATMs and repaid $103.2 million of these facilities.

Year to date

During the year to date fiscal 2022, we received $0.8 million from the exercise of stock options, and utilized approximately $406.4 million from our South African overdraft facilities to fund our ATMs and repaid $372.5 million of these facilities.

During the year to date of fiscal 2021, we utilized approximately $261.8 million from our South African overdraft facilities to fund our ATMs and repaid $268.3 million of these facilities.

60

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Capital Expenditures

We expect capital spending for the fourth quarter of fiscal 2022 to primarily include limited investments into our ATM infrastructure and branch network in South Africa as well as IT equipment, and through Connect, spending for POS devices, vehicles, computer and office equipment. Our capital expenditures for the third quarter of fiscal 2022 and 2021 are discussed under “—Liquidity and Capital Resources—Cash flows from investing activities.” All of our capital expenditures for the past three fiscal years were funded through internally generated funds. We had outstanding capital commitments as of March 31, 2022, of $0.1 million. We expect to fund these expenditures through internally generated funds and available facilities.

61

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In addition to the tables below, see Note 4 to the unaudited condensed consolidated financial statements for a discussion of market risk.

We have short-term borrowings which attract interest at rates that fluctuate based on changes in the South African prime interest rate. The following table illustrates the effect on our annual expected interest charge, translated at exchange rates applicable as of March 31, 2022, as a result of changes in the South African prime interest rate, assuming hypothetical short-term borrowings of ZAR 1.0 billion as of March 31, 2022. The effect of a hypothetical 1% (i.e. 100 basis points) increase and a 1% decrease in the South African prime interest rate as of March 31, 2022, are shown. The selected 1% hypothetical change does not reflect what could be considered the best or worst case scenarios.

Table 19	As of March 31, 2022
	Annual expected interest charge ($ ’000)	Hypothetical change in interest rates	Estimated annual expected interest charge after hypothetical change in interest rates ($ ’000)
Interest on South Africa overdraft (South African prime interest rate)	4,810	1%	5,497
		1%	4,123

62

Item 4. Controls and Procedures

Under the supervision and with the participation of our management, including our group chief executive officer and our group chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of March 31, 2022. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, the group chief executive officer and the group chief financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2022.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

63

Part II. Other Information

Item 1A. Risk Factors

See “Item 1A RISK FACTORS” in Part I of our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, for a discussion of risk factors relating to (i) our business, (ii) operating in South Africa and other foreign markets, (iii) government regulation, and (iv) our common stock. Except as set forth below, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021.

We may not be able to successfully integrate Connect’s operations with our business.

On April 14, 2022, we announced the closing of our ZAR 3.8 billion ($262.0 million) investment to acquire a 100% interest in Connect. The acquisition of Connect is strategically important for us because we believe that (i) the combination of complementary product offerings will assist to drive stronger unit economics, (ii) the transaction facilitates expansion of the addressable market in the informal MSMEs sector, (iii) Connect has an attractive financial profile with strong and profitable growth, (iv) we have merged highly skilled teams with complementary expertise, and (v) will be able to better serve the underserved.

Integrating Connect into our company will require significant attention from our senior management which may divert their attention from our day-to-day business. The difficulties of integration may be increased by cultural differences between our two organizations and the necessity of retaining and integrating personnel, including Connect Group’s key employees and management team. The services of these individuals will be important to the continued growth and success of Connect’s business and to our ability to integrate Connect with us. If we were to lose the services of these key employees or fail to sufficiently integrate them, our ability to operate Connect successfully would likely be materially and adversely impacted.

As such, if we are unable to successfully integrate Connect’s operations into our business we could be required to record material impairments, and as a result, our financial condition, results of operations, cash flows and stock price could suffer.

We may not achieve the expected benefits from our recent acquisition of Connect.

Our expectations regarding Connect’s business and prospects may not be realized, including as a result of changes in the financial condition of the markets that Connect serves. In addition, there are risks associated with Connect’s product and service offerings or results of operations, including the risk of reduced cash settlements through Connect’s vault infrastructure or higher cash losses, lower than expected growth in Connect’s value-added services, lower than expected levels of loan advances or higher credit losses and slower than expected growth in card transactions. Furthermore, attempting to combine and integrate service offerings may be disruptive to us or unsuccessful, and our customers may not use our combined services to the extent that we hope they will. Any such failure could adversely impact our own business as well as Connect’s, which could then reduce the value of our investment and adversely impact our other business and operational relationships.

Our inability to achieve the expected synergies from the Connect transaction may have a material adverse effect on our business, results of operations or financial condition. For example, our revenues and operating income may be adversely affected and we could be required to impair all, or a part of, our investment. If some or all of the aforementioned or other risks materialize, our ability to realize the anticipated benefits of the Connect Group could be materially impaired, and as a result, our financial condition, results of operations, cash flows and stock price could suffer.

We have a significant amount of indebtedness that requires us to comply with restrictive and financial covenants. If we are unable to comply with these covenants, we could default on this debt, which would have a material adverse effect on our business and financial condition.

We financed our recent investment in Connect through South African bank borrowings of ZAR 1.1 billion ($71.7 million, translated at closing date exchange rate (as defined in the Sale Agreement) of $1:ZAR 14.65165). The borrowings are secured by a pledge of certain of our bank accounts, and the cession of Net1’s shareholding in certain of its subsidiaries. These borrowings contain customary covenants that require Net1 SA to maintain a specified total asset cover ratio, maintain group cash balances (as defined in the Loan Documents) above ZAR 300.0 million, and restrict the ability of Net1, Net1 SA, and certain of its subsidiaries to make certain distributions with respect to their capital stock, prepay other debt, encumber their assets, incur additional indebtedness, make investment above specified levels, engage in certain business combinations and engage in other corporate activities. The group cash balances may go below ZAR 300 million to the extent credit support is provided by the VCP Investment Fund and/ or VCP Investment Portfolios (“VCP Investors”), and such support exceeds ZAR 350 million, but such reduction below ZAR 300 million is limited to ZAR 80 million.

The loan agreements also include a credit enhancement mechanism of ZAR 350 million ($23.9 million, translated at closing date exchange rate), which has been provided by investment funds managed by Net1’s largest shareholder, Value Capital Partners (Pty) Ltd (“VCP”), on commercially agreed terms, which include a contingent subscription for new shares. There can be no assurance that VCP will perform under the commercially agreed terms and failure by it to fulfil its obligation under the credit enhancement mechanism may put our funding or future repayments at risk.

64

We have also obtained total facilities through the Connect acquisition of ZAR 1.3 billion comprising a Facility A term loan of up to ZAR 750 million (“Facility A Loan”), a Facility B term loan of up to ZAR 350 million (“Facility B Loan”), and a general banking facility of ZAR 206.0 million. The amount available under the general banking facility will reduce to ZAR 125.0 million on March 23, 2023. These borrowings are secured by a pledge of, among other things, CCMS entire equity interests in equity securities it owns and any claims outstanding. These borrowings contain customary covenants that require CCMS to maintain specified debt service, interest cover and leverage ratios.

These security arrangements and covenants may reduce our operating flexibility or our ability to engage in other transactions that may be beneficial to us. If we are unable to comply with the covenants, we could be in default and the indebtedness could be accelerated. If this were to occur, we might not be able to obtain waivers of default or to refinance the debt with another lender and as a result, our business and financial condition would suffer.

We will likely not include Connect in our internal control certification and attestation for fiscal 2022.

As noted above, integrating Connect into our company will require significant attention from our senior management which may divert their attention from our day to day business. Our management certification and auditor attestation regarding the effectiveness of our internal control over financial reporting as of June 30, 2022, will likely exclude the operations of the Connect Group. If we are unable to successfully integrate Connect’s operations into our internal control over financial reporting, our internal control over financial reporting may not be effective.

Geopolitical conflicts, including the conflict between Russia and Ukraine, may adversely affect our business and results of operations.

The current conflict between Russia and Ukraine is creating substantial uncertainty about the future impact on the global economy. Countries across the globe are instituting sanctions and other penalties against Russia. The retaliatory measures that have been taken, and could be taken in the future, by the U.S., NATO, and other countries have created global security concerns that could result in broader European military and political conflicts and otherwise have a substantial impact on regional and global economies, any or all of which could adversely affect our business.

While the broader consequences are uncertain at this time, the continuation and/or escalation of the Russian and Ukraine conflict, along with any expansion of the conflict to surrounding areas, create a number of risks that could adversely impact our business, including:

 increased inflation and significant volatility in the macroeconomic environment;

 disruptions to our technology infrastructure, including through cyberattacks, ransom attacks or cyber-intrusion;

 adverse changes in international trade policies and relations;

 disruptions in global supply chains;

 constraints, volatility or disruption in the credit and capital markets; and

 exacerbating the other risks disclosed in our Annual Report on Form 10-K.

All of these risks could materially and adversely affect our business and results of operations. We are continuing to monitor the situation in the Ukraine and globally and assess its potential impact on our business.

65

Item 6. Exhibits

The following exhibits are filed as part of this Form 10-Q:

			Incorporated by Reference Herein
Exhibit No.	Description of Exhibit	Included Herewith	Form	Exhibit	Filing Date
10.49	Fourth Amendment and Restatement Agreement, dated January 24, 2022, between Net1 Applied Technologies South Africa Proprietary Limited (as borrower), with Net 1 UEPS Technologies, Inc. Holdco), arranged by FirstRand Bank Limited (acting through its Rand Merchant Bank division) (the Arranger), and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as Original Senior Lender), with FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as facility agent), and Main Street 1692 (RF) Proprietary Limited (as Debt Guarantor)		8-K	10.1	January 28, 2022
10.50	Senior Facility G Agreement, dated January 24, 2022, R750,000,000 Senior Term Facility Agreement for Net1 Applied Technologies South Africa Proprietary Limited (as borrower), provided by FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as lender), with FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as facility agent)		8-K	10.2	January 28, 2022
10.51	Senior Facility H Agreement, dated January 24, 2022, R350,000,000 Senior Term Facility Agreement for Net1 Applied Technologies South Africa Proprietary Limited (as borrower), provided by FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as lender), with FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as facility agent)		8-K	10.3	January 28, 2022
10.52	Letter Agreement to amend the CTA and Senior Facility G Agreement, dated March 22, 2022, between Net1 Applied Technologies South Africa Proprietary Limited and FirstRand Bank Limited (acting through its Rand Merchant Bank division), as facility agent		8-K	10.1	March 28, 2022
10.53	Letter Agreement to amend the CTA and Senior Facility H Agreement, dated March 22, 2022, between Net1 Applied Technologies South Africa Proprietary Limited and FirstRand Bank Limited (acting through its Rand Merchant Bank division), as facility agent		8-K	10.2	March 28, 2022
10.54	Securities Purchase Agreement, dated March 22, 2022, among Net1 UEPS Technologies, Inc., Net1 Applied Technologies South Africa Proprietary Limited and Value Capital Partners Proprietary Limited		8-K	10.3	March 28, 2022
10.55	Facilities Agreement, dated 24 January 2022, between Cash Connect Management Solutions Proprietary Limited (as Borrower), arranged by FirstRand Bank Limited (acting through its Rand Merchant Bank Division) (as Mandated Lead Arranger) and FirstRand Bank Limited (acting through its Rand Merchant Bank Division) (as Facility Agent)	X
10.56	Letter Agreement to amend Cash Connect Management Solutions Proprietary Limited Facilities Agreement, dated March 22, 2022, between Cash Connect Management Solutions Proprietary Limited Facilities and FirstRand Bank Limited (acting through its Rand Merchant Bank Division) (in its capacity as Facilities Agent)	X

66

10.57	Second Letter Agreement to amend Cash Connect Management Solutions Proprietary Limited Facilities Agreement, dated April 12, 2022, between Cash Connect Management Solutions Proprietary Limited Facilities and FirstRand Bank Limited (acting through its Rand Merchant Bank Division) (in its capacity as Facilities Agent)	X
10.58	Securities Purchase Agreement, dated March 22, 2022, among Net1 UEPS Technologies, Inc., Net1 Applied Technologies South Africa Proprietary Limited and Value Capital Partners Proprietary Limited	X
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act	X
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act	X
32	Certification pursuant to 18 USC Section 1350	X
101.INS	XBRL Instance Document	X
101.SCH	XBRL Taxonomy Extension Schema	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase	X
101.LAB	XBRL Taxonomy Extension Label Linkbase	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	X
104	Cover page formatted as Inline XBRL and contained in Exhibit 101

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 10, 2022.

NET 1 UEPS TECHNOLOGIES, INC.

By: /s/ Chris G.B. Meyer

Chris G.B. Meyer

Group Chief Executive Officer

By: /s/ Naeem E. Kola

Naeem E. Kola

Group Chief Financial Officer, Treasurer and Secretary

67

EX-10.55

1

EXECUTION

DATED 24 JANUARY, 2022

between

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY LIMITED

(as Borrower)

arranged by

FIRSTRAND BANK LIMITED 

(ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)

(as Mandated Lead Arranger)

and

FIRSTRAND BANK LIMITED

(ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)

(as Facility Agent)

2

CONTENTS

Clause Page

3

Schedule 1 The Original Parties

 ........................................................................................................... 95

Schedule 2 Conditions Precedent

 .......................................................................................................... 97

Schedule 3 Form of Utilisation Request

 .............................................................................................. 102

Schedule 4 Repayment Schedule

 ........................................................................................................ 103

Schedule 5 Form of Transfer Certificate

 .............................................................................................. 106

Schedule 6 Form of Accession Letter

 .................................................................................................. 109

Schedule 7 Form of Compliance Certificate

 ........................................................................................

111

Schedule 8 Form of Equity Cure Notice

 .............................................................................................. 112

Schedule 9 Transaction Security

 ......................................................................................................... 114

Schedule 10 Acceptable Lenders

 ........................................................................................................ 115

Schedule 11 Disclosure Schedule

 ....................................................................................................... 116

1

THIS AGREEMENT

 is made between:

(1)

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY LIMITED

, registration number 2006/010530/07, a

company incorporated under the laws of South Africa, as borrower (the

Borrower

);

(2)

THE PARTIES

 listed in Part I of

 (The Original Parties) as original guarantors (the

Original Guarantors

);

(3)

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)

 as mandated lead

arranger (the

Arranger

);

(4)

THE FINANCIAL INSTITUTIONS

 listed in Part II of

 (The Original Parties) as term lenders (the

Original Term

Lenders

);

(5)

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)

 as lender under

the general banking facilities (the

GBF

Lender

);

(6)

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)

 as facility agent

of the other Finance Parties (the

Facility Agent

).

IT IS AGREED

 as follows:

SECTION 1

INTERPRETATION

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Agreement:

1.1.1

Absa Release Letter

means the release letter dated on or about the date of this Agreement given by Absa Bank

Limited.

1.1.2

Acceptable Bank

 means:

(a)

any of Absa Bank Limited, Capitec Bank Limited, FirstRand Bank Limited, Investec Bank Limited, Nedbank

Limited and The Standard Bank of South Africa Limited;

(b)

Bank Windhoek Limited and First National Bank of Namibia Limited and Standard Bank Namibia Limited;

(c)

First National Bank of Botswana Limited, Bank Gaborone Limited and Absa Bank Botswana Limited;

(d)

a bank or financial institution which has an international rating for its long-term unsecured and non-credit

enhanced debt obligations of A+ or higher by Standard & Poor's Ratings Services or A1 or higher by Moody's

Investor Services Limited, or a comparable rating from an internationally recognised credit rating agency; or

(a)

any other bank or financial institution approved by the Facility Agent.

1.1.3

Accession Letter

means, in respect of an Additional Guarantor, a document substantially in the form set out in Part

I of

 (

).

1.1.4

Accounting Reference Date

 means:

(a)

from the Closing Date until 28 February, 2022, the last day of February each year;

(b)

from 1 March, 2022, 30 June each year (or such other date each year agreed by the Facility Agent).

1.1.5

Acquisition

 means the purchase by Net1 of the shares and claims in the Target Companies from the "Sellers" as

defined in the SPA.

2

1

2

1

2

1

1

T

T

]

R

[R

]

T

[T

R

R

-

-

´

-

+

=

1.1.6

Acquisition Date

means the date on which the Acquisition is implemented.

1.1.7

Acquisition Documents

 means:

(a)

the SPA;

(b)

the agreement entitled "Cancellation Agreement" concluded on 31 October 2021 between Luxanio and the

Borrower;

(c)

the agreement entitled "Redemption Agreement" concluded on 31 October 2021 between the Borrower and

Richard Phillips;

(d)

the agreement entitled "Share Sale Agreement" concluded on 31 October 2021 between Pierre Johann

Liebenberg and the Borrower; and

(e)

the agreement entitled "Share Sale Agreement" concluded on 31 October 2021 between Alan Serrurier and

the Borrower;

(f)

any other document designated as an “Acquisition Document” by written agreement between the Borrower

and the Facility Agent.

1.1.8

Additional Guarantor

 means a company which becomes an Additional Guarantor in accordance with Clause

(

).

1.1.9

Additional Obligor

means an Additional Guarantor.

1.1.10

Affiliate

, in relation to any person, means a Subsidiary of that person or a Holding Company of that person, or any

other Subsidiary of that Holding Company.

1.1.11

Annual Financial Statements

 has the meaning given to that term in Clause

 (Information Undertakings).

1.1.12

Auditors

 means PwC, EY, KPMG, Deloitte and BDO or any other firm approved in advance by the Lenders (such

approval not to be unreasonably withheld or delayed).

1.1.13

Authorisation

 means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or

registration.

1.1.14

Availability Period

 means, in relation to a Term Facility, the period from and including the Closing Date to and

including the date falling two weeks from the Closing Date.

1.1.15

Available Commitment

 means, in relation to a Term Facility, a Lender's Commitment under that Facility minus:

(a)

the amount of its participation in any outstanding Loans under that Facility; and

(b)

in relation to any proposed Utilisation, the amount of its participation in any other Loans that are due to be

made under that Facility on or before the proposed Utilisation Date.

1.1.16

Available Facility

 means, in relation to a Term Facility, the aggregate for the time being of each Lender's Available

Commitment in respect of that Facility.

1.1.17

Base Case Model

 means the financial model in a form agreed between the Borrower and the Finance Parties prior

to the Closing Date.

1.1.18

Base Rate

means for an Interest Period of the Loan or Unpaid Sum, JIBAR, or for an Interest Period of the Loan

or Unpaid Sum which is less than or greater than a full period of three months (a

Broken JIBAR Period

), the rate

determined in accordance with the following formula:

3

where:

R = the Base Rate;

R

1

 = JIBAR for the period closest to but less than the Broken JIBAR Period plus, if this would result in

R

1

 being equal to the JIBAR Overnight Deposit Rate, 0.10 per cent.;

R

2

 = JIBAR for the period closest to but greater than the Broken JIBAR Period;

T = the number of days in the Broken JIBAR Period;

T

1

 = the number of days in the period for which R

1

 is quoted on the first day of the Broken JIBAR

Period;

T

2

 = the number of days in the period for which R

2

 is quoted on the first day of the Broken JIBAR

Period.

1.1.19

BEE Party

 means a juristic person, trust or entity in respect of which historically disadvantaged persons

beneficially hold and control at least the minimum percentage ownership interests therein and/or derive therefrom

the minimum economic benefits as may be stipulated from time to time pursuant to the applicable industry sector

charter, as read with any applicable black economic empowerment codes of conduct and which, in any case, is not

a member of the Group.

1.1.20

Borrower

 means the Borrower.

1.1.21

Borrowings

 has the meaning given to that term in Clause

 (

).

1.1.22

Break Costs

 means the amount (if any) by which:

(a)

the interest excluding the Margin which a Lender should have received for the period from the date of receipt

of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in

respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last

day of that Interest Period;

exceeds:

(b)

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount

or Unpaid Sum received by it on deposit with a leading bank in the Johannesburg interbank market for a

period starting on the Business Day following receipt or recovery and ending on the last day of the current

Interest Period.

1.1.23

Break Gains

 means the amount (if any) by which the amount referred to in Clause

 exceeds the amount

referred to in Clause

1.1.24

Business Day

 means a day (other than a Saturday or Sunday) on which banks are open for general business in

Johannesburg.

1.1.25

Capital Expenditure

 has the meaning given to that term in Clause

 (

).

1.1.26

Cash

 means, at any time, cash denominated in ZAR in hand or at bank and (in the latter case) credited to an account

in the name of an Obligor with an Acceptable Bank and to which an Obligor is alone beneficially entitled and for

so long as:

(a)

that cash is repayable on demand or within 30 days after the relevant date of calculation;

(b)

repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of

the Group or of any other person whatsoever or on the satisfaction of any other condition;

4

(c)

there is no Security over that cash except for Transaction Security or any Permitted Security constituted by

a netting or set-off arrangement entered into by members of the Group in the ordinary course of its banking

arrangements; and

(d)

the cash is freely and (except as mentioned in paragraph

 above) immediately available to be applied in

repayment or prepayment of the Facilities.

1.1.27

Cash Connect Capital

 means Cash Connect Capital Proprietary Limited (registration number 2017/029430/07), a

company registered under the laws of South Africa.

1.1.28

Cash Equivalent Investments

 means at any time:

(a)

certificates of deposit maturing within 90 days after the relevant date of calculation and issued by an

Acceptable Bank;

(b)

commercial paper not convertible or exchangeable to any other security:

(i)

for which a recognised trading market exists;

(ii)

which matures within 90 days after the relevant date of calculation; and

(iii)

which has a credit rating of either A-1 or higher by Standard & Poor's Rating Services or F1 or higher

by Fitch Ratings Ltd or P-1 or higher by Moody's Investors Service Limited, or, if no rating is available

in respect of the commercial paper, the issuer of which has, in respect of its long -term unsecured and

non-credit enhanced debt obligations, an equivalent rating;

(c)

any investment in:

(i)

a money market collective investment scheme of Absa Bank Limited, FirstRand Bank Limited,

Investec Bank Limited, Nedbank Limited or The Standard Bank of South Africa Limited or money

market funds which have a credit rating of either A-1 or higher by Standard & Poor's Rating Services

or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody's Investors Service Limited; and

(ii)

invest substantially all their assets in securities of the types described in paragraphs

 to

 above,

to the extent that investment can be turned into cash on not more than 30 days' notice; or

(d)

any other debt security approved by the Lenders,

in each case, denominated in ZAR and to which any Obligor is alone beneficially entitled at that time and which is

not subject to any Security (other than Security arising under the Transaction Security Documents).

1.1.29

Cashflow

 has the meaning given to that term in Clause

 (

).

1.1.30

Change of Control

 means, in respect of the Borrower, Net1 ceases to directly or indirectly have the power (whether

by way of ownership of shares, proxy, contract, agency or otherwise) to:

(a)

cast, or control the casting of:

(i)

before any Permitted BEE Transaction, 100 per cent. of the votes that might be cast at a general

meeting of the Borrower;

(ii)

after any Permitted BEE Transaction, 75.00 per cent. of the votes that might be cast at a general

meeting of the Borrower;

(b)

appoint or remove all, or the majority, of the directors or other equivalent officers of the Borrower; or

(c)

give directions with respect to the operating and financial policies of the Borrower with which the directors

or other equivalent officers of the Borrower are obliged to comply.

5

1.1.31

Closing Date

 means the date on which the Facility Agent issues the notice contemplated by Clause

 (

.

1.1.32

Code

 means the US Internal Revenue Code of 1986.

1.1.33

Commitment

 means:

(a)

a Facility A Commitment;

(b)

a Facility B Commitment; 

(c)

a GBF Commitment.

1.1.34

Compliance Certificate

 means a certificate substantially in the form set out in

 (

).

1.1.35

Confidential Information

 means all information relating to the Group, any other Obligor, the Acquisition

Documents, the Acquisition, the Finance Documents or a Facility of which a Finance Party becomes aware in its

capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to,

or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

(a)

any member of the Group, or any of its advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any

member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of

representing or recording information which contains or is derived or copied from such information but excludes:

(i)

information that:

(A)

is or becomes public information other than as a direct or indirect result of any breach by that

Finance Party of Clause

 (Confidential Information); or

(B)

is identified in writing at the time of delivery as non-confidential by any member of the Group

or any of its advisers; or

(C)

is known by that Finance Party before the date the information is disclosed to it in accordance

with paragraphs

 or

 above or is lawfully obtained by that Finance Party after that date,

from a source which is, as far as that Finance Party is aware, unconnected with the Group and

which, in either case, as far as that Finance Party is aware, has not been obtained in breach of,

and is not otherwise subject to, any obligation of confidentiality. 

1.1.36

Confidentiality Undertaking

 means a confidentiality undertaking substantially in a recommended form of the

LMA, or in any other form agreed between the Borrower and the Facility Agent.

1.1.37

Default

 means an Event of Default or any event or circumstance specified in Clause

 (Events of Default) which

would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance

Documents or any combination of any of the foregoing) be an Event of Default.

1.1.38

Deposit Manager

means Deposit Manager Proprietary Limited (registration number 2010/016889/07), a company

registered under the laws of South Africa.

1.1.39

Disclosure Schedule

means the disclosure schedule set out in

 (

).

1.1.40

Disposal

 has the meaning given to that term in Clause

 (

).

1.1.41

Disruption Event

 means:

6

(a)

a material disruption to those payment or communications systems or to those financial markets which are,

in each case, required to operate in order for payments to be made in connection with the Facilities (or

otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which

disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to

the treasury or payments operations of a Party preventing that, or any other Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are

disrupted.

1.1.42

EBITDA

 has the meaning given to that term in Clause

 (

).

1.1.43

Eligible Institution

 means any Lender or other bank, financial institution, trust, fund or other entity selected by

the Borrower.

1.1.44

Environment

 means humans, animals, plants and all other living organisms including the ecological systems of

which they form part and the following media:

(a)

air (including, without limitation, air within natural or man-made structures, whether above or below

ground);

(b)

water (including, without limitation, territorial, coastal and inland waters, water under or within land and

water in drains and sewers); and

(c)

land (including, without limitation, land under water).

1.1.45

Environmental Claim

 means any claim, proceeding, formal notice or investigation by any person in respect of

any Environmental Law.

1.1.46

Environmental Law

 means any applicable law or regulation which relates to:

(a)

the pollution or protection of the Environment;

(b)

the conditions of the workplace; or

(c)

the generation, handling, storage, use, release or spillage of any substance which, alone or in combination

with any other, is capable of causing harm to the Environment, including, without limitation, any waste.

1.1.47

Environmental Permits

 means any permit and other Authorisation and the filing of any notification, report or

assessment required under any Environmental Law for the operation of the business of any member of the Group

conducted on or from the properties owned or used by any member of the Group.

1.1.48

Equity Cure Proceeds

has the meaning given to that term in Clause

 (

).

1.1.49

Event of Default

 means any event or circumstance specified as such in Clause

 (Events of Default).

1.1.50

Excess Cashflow

, on an Excess Cashflow Measurement Date, means the Cash and Cash Equivalents Investments

balances of the Group:

(a)

minus

 all proceeds received in cash by any member of the Group in respect of the disposal of an asset or a

claim under a contract of insurance which, under the authority of a resolution of the directors of the relevant

member of the Group, adopted and passed within 90 days of receipt of those proceeds, are to be applied

within 180 days of receipt to replace an asset or insurance or disposal proceeds offered and not applied in

prepayment of the Facility Outstandings;

7

(b)

minus

 all Capital Expenditure projected to fall due for payment by members of the Group during the next

six months, if the projected Capital Expenditure:

(i)

has been approved by the board of the relevant member of the Group;

(ii)

is disclosed to the Facility Agent in a schedule of projected Capital Expenditure for the next six months

delivered to it with the Compliance Certificate;

(c)

minus

 ZAR25,000,000.

1.1.51

Excess Cashflow Measurement Date

means the last day of the Financial Year and the last day of each Financial

Half-Year .

1.1.52

Existing Absa Financial Indebtedness

means the existing Financial Indebtedness owing to Absa Bank Limited

disclosed in the Disclosure Schedule and of which:

(a)

"Facility A", "Facility B", "Facility C", the "Overdraft Facility" and the "Asset Finance Facility" shall be

refinanced in full on the first Utilisation Date; and

(b)

the remainder shall be refinanced in full within 60 days of the Closing Date or such later date as may be

agreed by the Facility Agent acting reasonably.

1.1.53

Existing Financial Indebtedness

means the existing Financial Indebtedness disclosed in the Disclosure Schedule.

1.1.54

Facility

 means a Term Facility or the GBF Facility.

1.1.55

Facility A

 means the term loan facility made available under this Agreement as described in Clause

 (

).

1.1.56

Facility A Commitment

 means:

(a)

in relation to an Original Term

Lender, the amount set opposite its name under the heading "Facility A

Commitment" in Part II of

 (

) and the amount of any other Facility A Commitment

transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any Facility A Commitment transferred to it under this

Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

1.1.57

Facility A Loan

 means a loan made or to be made under Facility A or the principal amount outstanding for the

time being of that loan.

1.1.58

Facility B

 means the term loan facility made available under this Agreement as described in Clause

 (The

Facilities).

1.1.59

Facility B Commitment

 means:

(a)

in relation to an Original Term

Lender, the amount set opposite its name under the heading "Facility B

Commitment" in Part II of

 (

) and the amount of any other Facility B Commitment

transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any Facility B Commitment transferred to it under this

Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

1.1.60

Facility B Loan

 means a loan made or to be made under Facility B or the principal amount outstanding for the

time being of that loan.

8

1.1.61

FATCA

 means:

(a)

sections 1471 to 1474 of the Code or any associated regulations;

(b)

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between

the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or

regulation referred to in paragraph

 above; or

(c)

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs

or

 above with the US Internal Revenue Service, the US government or any governmental or taxation

authority in any other jurisdiction.

1.1.62

FATCA Application Date

 means:

(a)

in relation to a

withholdable payment

 described in section 1473(1)(A)(i) of the Code (which relates to

payments of interest and certain other payments from sources within the US), 1 July 2014; or

(b)

in relation to a

passthru payment

 described in section 1471(d)(7) of the Code not falling within paragraph

 above, the first date from which such payment may become subject to a deduction or withholding required

by FATCA.

1.1.63

FATCA Deduction

 means a deduction or withholding from a payment under a Finance Document required by

FATCA.

1.1.64

FATCA Exempt Party

 means a Party that is entitled to receive payments free from any FATCA Deduction.

1.1.65

Fee Letter

 means:

(a)

any letter or letters dated on or about the date of this Agreement between the Arranger and a Borrower (or

the Facility Agent and a Borrower) setting out any of the fees referred to in Clause

 (Fees); and

(b)

any agreement setting out fees payable to a Finance Party under any other Finance Document.

1.1.66

Final Maturity Date

 means, in relation to Facility A and Facility B, the date falling five years from the Closing

Date.

1.1.67

Finance Document

 means:

(a)

this Agreement;

(b)

each Transaction Security Document;

(c)

the Funds Flow and Release Agreement;

(d)

each GBF Document;

(e)

any Accession Letter;

(f)

any Compliance Certificate;

(g)

any Fee Letter; 

(h)

any Resignation Letter; 

(i)

any Utilisation Request; or 

(j)

any other document designated as a "Finance Document" by the Facility Agent and a Borrower.

1.1.68

Finance Lease

 has the meaning given to that term in Clause

 (

).

1.1.69

Finance Party

 means:

9

(a)

the Facility Agent; 

(b)

the Arranger; or

(c)

a Lender.

1.1.70

Financial Indebtedness

 means, without double counting, any indebtedness for or in respect of:

(a)

moneys borrowed, credit provided and debit balances at banks or other financial institutions;

(b)

any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

(c)

any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)

the amount of any liability in respect of Finance Leases;

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis

and meet any requirement for de-recognition under IFRS or IFRS for SMEs (as applicable));

(f)

any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to

market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury

Transaction, that amount) shall be taken into account);

(g)

without double counting, any counter-indemnity obligation in respect of a guarantee, bond, standby or

documentary letter of credit or any other instrument issued by a bank or financial institution;

(h)

any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) or are

otherwise classified as borrowings under IFRS or IFRS for SMEs (as applicable);

(i)

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons

behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset

or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is

due more than 90 days after the date of supply;

(j)

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or

sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as

borrowings under IFRS or IFRS for SMEs (as applicable); and

(k)

without double counting, the amount of any liability in respect of any guarantee or indemnity for any of the

items referred to in paragraphs

 to

 above.

1.1.71

Financial Half-Year

 has the meaning given to that term in Clause

 (

).

1.1.72

Financial Year

 has the meaning given to that term in Clause

 (

).

1.1.73

GBF Agreement

 means:

(a)

the Original GBF Agreement; or

(b)

any other facility agreement or facility letter entered into by a Borrower and the GBF Lender to regulate the

terms on which a GBF Facility is to be provided.

1.1.74

GBF Commitment

means the Original GBF Commitment, to the extent not cancelled or reduced under the GBF

Agreement relating to the applicable GBF Facility (subject to the requirements of the Finance Documents).

1.1.75

GBF Document

means:

(a)

a GBF Agreement; or

(b)

a document (including a document in electronic format only) entered into from time to time between the

10

GBF Lender and a Borrower, which evidences a facility, financial instrument or a financial service provided

as part of the GBF Facility.

1.1.76

GBF

Facility

 means:

(a)

the Original GBF Facility; or

(b)

any other direct and indirect general banking facility provided by the GBF Lender to a Borrower under the

GBF Agreement.

1.1.77

Group

 means the Borrower and K2021 and each of their Subsidiaries for the time being.

1.1.78

Guarantor

means:

(a)

each Original Guarantor; or

(b)

any other Additional Guarantor.

1.1.79

Holding Company

 means, in relation to a person, any other person in respect of which it is a Subsidiary.

1.1.80

IFRS

 means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent

applicable to the relevant financial statements.

1.1.81

Intellectual Property

 means:

(a)

any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights,

domain names, moral rights, inventions, confidential information, knowhow and other intellectual property

rights and interests (which may now or in the future subsist), whether registered or unregistered; and

(b)

the benefit of all applications and rights to use such assets of each member of the Group (which may now or

in the future subsist).

1.1.82

Interest Payment Date

 means each of 31 March, 30 June, 30 September and 31 December, and the Final Maturity

Date.

1.1.83

Interest Period

 means, in relation to a Loan, each period determined in accordance with Clause

 (Interest

Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause

 (Default

interest).

1.1.84

Internally Generated Cash

 means funds generated from the operating activities of the Group in the ordinary

course of business but excluding, for the avoidance of doubt, any Equity Cure Proceeds and any proceeds of any

Financial Indebtedness raised from any Refinancing.

1.1.85

JIBAR

means, for an Interest Period of a Loan or Unpaid Sum:

(a)

the applicable Screen Rate; or

(b)

(if no Screen Rate is available for the Interest Period of the Loan or Unpaid Sum) the arithmetic mean of the

rates (rounded upwards to four decimal places), as supplied to the Facility Agent at its request, quoted by the

Reference Banks to leading banks in the Johannesburg interbank market, as of 11h00 on the Quotation Day

for the offering of deposits in Rand for a period comparable to that Interest Period.

1.1.86

JIBAR Overnight Deposit Rate

means:

(a)

the applicable Screen Rate; or

(b)

(if no Screen Rate is available) the arithmetic mean of the rates (rounded upwards to four decimal places),

as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks in the

Johannesburg interbank market, as of 11h00 on the Quotation Day for the offering of overnight deposits in

Rand. 

11

1.1.87

Joint Venture

 means any joint venture entity, partnership or similar person, comprising an association of two or

more persons to undertake a business enterprise through a combination of assets and/or expertise, the ownership

of, or other interest in, which does not require any member of the Group to consolidate the results of that person

with its own as a Subsidiary.

1.1.88

K2020

means K2020263969 (South Africa)

Proprietary Limited (registration number 2020/263969/07), a company

registered under the laws of South Africa.

1.1.89

K2020 Facility Agreement

means the facility agreement dated on or about 15 February, 2021 between K2020 and

FirstRand Bank Limited (acting through its Rand Merchant Bank division).

1.1.90

K2021

means K2021477132 (South Africa) Proprietary Limited (registration number 2021/477132/07), a company

registered under the laws of South Africa.

1.1.91

K2021 Consent

means the consent given by FirstRand Bank Limited (acting through its Rand Merchant Bank

division) to K2021 to enter into this Agreement.

1.1.92

Kazang Prepaid

 means Kazang Prepaid (Proprietary) Limited (registration number CO2017/2253), a company

registered under the laws of Botswana.

1.1.93

Lender

 means:

(a)

any Original Term

Lender; 

(b)

the GBF Lender; or

(c)

any bank, financial institution, trust, fund or other entity which has become a Party as a "Lender" in

accordance with Clause

 (Changes to the Lenders),

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

1.1.94

LMA

 means the Loan Market Association.

1.1.95

Loan

 means a loan made or to be made under a Facility, or the principal amount outstanding for the time being of

that loan.

1.1.96

Margin

 means:

(a)

in relation to any Facility A Loan:

(i)

while the Leverage Ratio is greater than or equal to 3.50 times, 4.00 per cent. per annum;

(ii)

while the Leverage Ratio is between 2.50 times and 3.5 times, 3.75 per cent. per annum;

(iii)

while the Leverage Ratio is less than or equal to 2.50 times, 3.40 per cent. per annum,

with effect from the date of occurrence of an Event of Default and for so long as it is continuing, the Margin

detailed above plus 2.00 per cent.

(b)

in relation to any Facility B Loan:

(i)

while the Leverage Ratio is greater than or equal to 3.50 times, 4.00 per cent. per annum;

(ii)

while the Leverage Ratio is between 2.50 times and 3.5 times, 3.75 per cent. per annum;

(iii)

while the Leverage Ratio is less than or equal to 2.50 times, 3.40 per cent. per annum,

with effect from the date of occurrence of an Event of Default and for so long as it is continuing, the Margin

detailed above plus 2.00 per cent.

12

(c)

in relation to any Unpaid Sum relating or referable to a Facility, the rate per annum specified above for that

Facility; and

(d)

in relation to any other Unpaid Sum, the highest rate specified above.

1.1.97

Luxanio

 means Luxanio 227 Proprietary Limited (registration number 2018/605739/07), a company registered

under the laws of South Africa.

1.1.98

Main Street 1723

 means Main Street 1723 Proprietary Limited (registration number 2019/300711/07), a company

registered under the laws of South Africa.

1.1.99

Material Adverse Effect

 means the occurrence of any event or circumstance or the change in any circumstances

which, in the reasonable opinion of the Lender, is likely to have a material adverse effect on:

(a)

the business, operations, property, condition (financial or otherwise), or prospects of any Obligor;

(b)

the ability of an Obligor to perform its obligations under the Finance Documents to which it is a party; or

(c)

the validity or enforceability of any of, or the effectiveness or ranking of any Transaction Security granted

or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any

Finance Party under any of the Finance Documents.

1.1.100

Material Subsidiary

 means a Subsidiary of the Borrower whose gross assets, EBITDA (as defined in this Clause

below) or total revenue equal or exceed 5.00 per cent. or more of the gross assets, Consolidated EBITDA or total

revenue of the Group. For this purpose:

(a)

the gross assets, EBITDA or total revenue of a Subsidiary of the Borrower will be determined using the latest

audited consolidated financial statements of the Borrower;

(b)

if a Subsidiary of the Borrower becomes a member of the Group after the date on which the latest audited

consolidated financial statements of the Borrower have been prepared, the gross assets, EBITDA or total

revenue of that Subsidiary will be determined from its latest consolidated financial statements;

(c)

the gross assets, Consolidated EBITDA or total revenue of the Group will be determined from the latest

audited consolidated financial statements of the Borrower;

(d)

the

EBITDA

 of a Subsidiary (or a company or business subsequently acquired or disposed of) will be

determined on the same basis as Consolidated EBITDA (as defined in Clause 

 (Financial Definitions)),

except that references to the Borrower will be construed as references to that Subsidiary, company or

business.

Notwithstanding the above, each of the following companies will be a Material Subsidiary:

(i)

each Original Guarantor;

(ii)

any Subsidiary of the Borrower which is a direct Holding Company of an Obligor;

(iii)

each directly or indirectly wholly-owned Subsidiary of the Borrower; or

(iv)

any member of the Group to which an Obligor or a Material Subsidiary disposes of all or any substantial part

of its assets (on the date of that transfer and for any applicable period thereafter).

1.1.101

Measurement Date

has the meaning given to that term in Clause

 (

).

1.1.102

Measurement Period

 has the meaning given to that term in Clause

 (

).

1.1.103

Month

 means a period starting on one day in a calendar month and ending on the numerically corresponding day

in the next calendar month, except that:

13

(a)

(subject to paragraph

 below) if the numerically corresponding day is not a Business Day, that period shall

end on the next Business Day in that calendar month in which that period is to end if there is one, or if there

is not, on the immediately preceding Business Day;

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period

shall end on the last Business Day in that calendar month; and

(c)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on

the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.

1.1.104

Net1

 means Net1 Applied Technologies South Africa Proprietary Limited (registration number 2002/031446/07),

a company registered under the laws of South Africa.

1.1.105

Net1 Loan

 means the R350,000,000 loan dated on or about the Closing Date to be made by the Borrower to Net1.

1.1.106

New Lender

 has the meaning given to that term in Clause

 (Changes to the Lenders).

1.1.107

Obligor

means a Borrower or a Guarantor.

1.1.108

Original Financial Statements

 means the audited financial statements of the Borrower for its financial year ended

28 February, 2021. 

1.1.109

Original GBF Agreement

means the general banking facility agreement dated on or about the date of this

Agreement between the Borrower and the GBF Lender, to regulate the terms on which the GBF Facility is to be

provided to the Borrower.

1.1.110

Original GBF Commitment

 means ZAR247,960,000.

1.1.111

Original GBF Facility

means each direct and indirect working capital facility provided by the GBF Lender to a

Borrower under the Original GBF Agreement.

1.1.112

Original Jurisdiction

 means, in relation to an Obligor, the jurisdiction under whose laws it is incorporated as at

the date of this Agreement, or, in the case of an Additional Obligor, as at the date on which that Additional Obligor

becomes Party as a Guarantor or a Borrower (as the case may be).

1.1.113

Ovobix

 means Ovobix (RF) Proprietary Limited (registration number 2013/068120/07), a company registered

under the laws of South Africa.

1.1.114

Party

 means a party to this Agreement.

1.1.115

Permitted Acquisition

 means:

(a)

the acquisition by an Obligor of an asset from another Obligor;

(b)

any acquisition of shares and claims which, is on arm's length terms provided that the Borrower has delivered

a certificate (signed by a director of the Borrower) to the Facility Agent not later than 10 Business Days prior

to the date on which that acquisition is proposed to be made: 

(i)

confirming the subject matter of the proposed acquisition;

(ii)

confirming that the acquisition made from Internally Generated Cash or New Shareholder Injection;

(iii)

certifying that no Default would result from the acquiring that acquisition;

(iv)

including a Compliance Certificate setting out (in reasonable detail) computations as to compliance

with Clause

 (Financial Covenants) prior to and immediately following such acquisition;

14

(v)

demonstrating that the acquisition would have generated a positive EBITDA and cash flow for the

twelve month period prior to the acquisition date;

(vi)

confirming the consideration (when aggregated with the consideration of any other acquisitions in any

financial year) does not exceed ZAR20,000,000 in any financial year;

(c)

the acquisition by the Borrower of 20.00 per cent. of the shares in the share capital of Kazang Prepaid;

(d)

any acquisition entered into with the express prior consent of the Facility Agent.

1.1.116

Permitted BEE Transaction

 means any acquisition of shares or interests by or disposal of shares or interest to a

BEE Party, provided that the transaction is concluded in order to comply with the requirements of the Group or any

member thereof under an applicable code of good practice issued in terms of section 9 of the Broad Based Black

Economic Act 53 of 2003 and entered into with the express prior consent of the Facility Agent.

1.1.117

Permitted Disposal

 means any sale, lease, licence, transfer or other disposal which, is on arm's length terms: 

(a)

of trading stock or cash made by any member of the Group in the ordinary course of trading of the disposing

entity;

(b)

of assets (other than shares, businesses, Intellectual Property) in exchange for other assets comparable or

superior as to type, value and quality (other than an exchange of a non-cash asset for cash);

(c)

of obsolete or redundant vehicles, plant and equipment for cash;

(d)

of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

(e)

constituted by a licence of intellectual property rights permitted by Clause

 (Intellectual Property);

(f)

contemplated in the Acquisition Documents;

(g)

arising as a result of any Permitted Security; 

(h)

a disposal pursuant to a Permitted BEE Transaction provided it does not result in a Change of Control; or

(i)

any Disposal entered into with the express prior consent of the Facility Agent, provided that (a) the

consideration for the Disposal, when aggregated with the consideration of any other Disposals in any

financial year, does not exceed ZAR100,000,000, or its equivalent in another currency or currencies, in any

financial year of the Borrower and (b) the Borrower has delivered a certificate (signed by a director of the

Borrower) to the Facility Agent not later than 10 Business Days prior to the date on which that Disposal is

proposed to be made: 

(i)

confirming the subject matter of the proposed Disposal;

(ii)

certifying that no Default would result from the making of that Disposal;

(iii)

including a Compliance Certificate setting out (in reasonable detail) computations as to compliance

with Clause

 (Financial Covenants) prior to and immediately following such Disposal.

1.1.118

Permitted Distribution

 means:

(a)

the payment of a distribution by Subsidiaries of the Borrower to the direct shareholders of such Subsidiary

pro rata to the ordinary shareholding;

(b)

the payment of a distribution by the Subsidiaries of K2020 to the direct shareholders of such Subsidiary pro

rata to the ordinary shareholding;

(c)

the payment of fees and charges by K2020 to the Borrower in the ordinary course of business;

15

(d)

the payment of fees and charges by Deposit Manager and Cash Connect Capital to the Borrower in the

ordinary course of business;

(e)

the payment of any distribution by the Borrower if: 

(i)

the Borrower has not less than 10 Business Days prior to the proposed date for the payment of that

distribution given the Facility Agent written notice of its intention to pay that distribution;

(ii)

no Default is continuing at the time that distribution is proposed to be paid or will result from the

payment of that distribution;

(iii)

the Borrower has complied with its obligations under Clause

 (

);

(iv)

the Borrower has delivered a certificate (signed by a director of the Borrower) to the Facility Agent

not later than 10 Business Days prior to the date on which that distribution is proposed to be made: 

(A)

confirming the amount of the proposed distribution;

(B)

certifying that no Default would result from the making of that distribution;

(C)

including a Compliance Certificate setting out (in reasonable detail) computations as to

compliance with Clause

 (Financial Covenants) prior to, immediately following the payment

of such distribution and for the next four Measurement Dates after such distribution;

provided that no more than two such distributions may be paid in any Financial Year; 

(f)

any other distribution made with the express prior consent of the Facility Agent.

1.1.119

Permitted Financial Indebtedness

 means Financial Indebtedness:

(a)

arising under the Finance Documents;

(b)

arising under the K2020 Facility Agreement;

(c)

disclosed in the Disclosure Schedule;

(d)

shareholder loans subordinated on terms acceptable to the Facility Agent;

(e)

arising under any Finance Lease;

(f)

incurred by way of a Permitted Loan or a Permitted Guarantee;

(g)

trade credit extended to an Obligor or a member of the Group which is entered into on normal commercial

terms and in the ordinary course of its trading activities and which has a credit term of not more than 90

days;

(h)

any Financial Indebtedness arising under unsecured general or short term banking facilities provided to a

member of the Group by another bank or financial institution, provided that the maximum aggregate amount

of Financial Indebtedness under this paragraph

 together with the aggregate amount of any guarantees

under Clause

 does not exceed ZAR40,000,000 (or its equivalent in any other currency) at any

time;

(i)

incurred pursuant to a Refinancing permitted in terms of Clause

(j)

incurred with the express prior consent of the Facility Agent.

1.1.120

Permitted Guarantee

means:

(a)

any guarantee given in terms of the Finance Documents;

16

(b)

any guarantee given in terms of the K2020 Facility Agreement;

(c)

any guarantee of a Joint Venture to the extent permitted by Clause

 (

);

(d)

any guarantees disclosed in the Disclosure Schedule;

(e)

any guarantee given by the Borrower, provided that the maximum aggregate amount of Financial

Indebtedness under Clause

 together with the aggregate amount of any guarantees under this

paragraph

 does not exceed ZAR40,000,000 (or its equivalent in any other currency) at any time;

(f)

a guarantee given with the express prior consent of the Facility Agent.

1.1.121

Permitted Loan

 means:

(a)

the Net1 Loan;

(b)

any loan disclosed in the Disclosure Schedule;

(c)

any trade credit extended by any member of the Covenant Group to its customers on normal commercial

terms and in the ordinary course of its trading activities and on payment terms not exceeding 90 days or, if

applicable, such longer periods in relation to payment arrangements made by a member of the Covenant

Group with its defaulting customers for repayment of such trade credit;

(d)

any loans made by Main Street 1723 to its customers in the ordinary course of its business up to an aggregate

amount of ZAR100,000,000 or such greater amount agreed by the Facility Agent;

(e)

any loans made by Cash Connect Capital to its customers in the ordinary course of its business;

(f)

subordinated loans or other subordinated debt instruments in the members of the Group, provided that such

subordinated loans or other subordinated debt instruments are subordinated on terms acceptable to the

Facility Agent; or

(g)

a loan made with the express prior consent of the Facility Agent.

1.1.122

Permitted Security

 means:

(a)

any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or

omission by any member of the Group;

(b)

any Security arising pursuant to the Finance Documents;

(c)

any Security or Quasi-Security which is existing prior to the date of this Agreement, which has been disclosed

to the Facility Agent in the Disclosure Schedule, and which only secures indebtedness under facilities

outstanding at the date of this Agreement, if the original principal amount or original facility thereby secured

is not increased after the date of this Agreement;

(d)

any netting or set-off arrangement entered into by any Obligor in the ordinary course of its banking

arrangements for the purpose of netting debit and credit balances of Obligors;

(e)

any Security under a finance or capital lease which constitutes Permitted Financial Indebtedness;

(f)

any payment or close out netting or set-off arrangement pursuant to any Treasury Transaction comprised in

Permitted Financial Indebtedness, excluding any Security or Quasi-Security under a credit support

arrangement;

(g)

any Security or Quasi-Security securing indebtedness, which is Permitted Financial Indebtedness, the

principal amount of which (when aggregated with the principal amount of any other indebtedness which has

the benefit of Security given by any Obligor or any member of the Borrower Group other than that permitted

by this clause above) does not at any time exceed ZAR20,000,000 in aggregate;

17

(h)

any Security entered into with the express prior consent of the Facility Agent.

1.1.123

Quasi-Security

 has the meaning given to that term in Clause

 (Negative pledge).

1.1.124

Quotation Day

means, in relation to any period for which an interest rate is to be determined, the first day of that

period or such other day as the Facility Agent determines is generally treated as the rate fixing day by market

practice in the Johannesburg interbank market.

1.1.125

Reference Bank Quotation

means any quotation supplied to the Facility Agent by a Reference Bank.

1.1.126

Reference Banks

 means the principal Johannesburg offices of Absa Bank Limited, FirstRand Bank Limited,

Investec Bank Limited, Nedbank Limited and The Standard Bank of South Africa Limited, or such other entities

as may be appointed by the Facility Agent in consultation with the Borrower.

1.1.127

Refinancing

means the repayment, prepayment, cancellation or replacement of any of the Facilities (in whole or

in part) funded, directly or indirectly, by way of the incurrence by a Borrower or any other member of the Group

of Financial Indebtedness or the issue of redeemable preference shares by the Borrower or any other member of

the Group, and

Refinance

 and

Refinanced

shall be construed accordingly.

1.1.128

Refinancing Penalties

has the meaning given to that term in Clause

).

1.1.129

Related Fund

 in relation to a fund (the

first fund

), means a fund which is managed or advised by the same

investment manager or investment adviser as the first fund or, if it is managed by a different investment manager

or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment

manager or investment adviser of the first fund.

1.1.130

Relevant Jurisdiction

 means, in relation to an Obligor:

(a)

its Original Jurisdiction;

(b)

any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created

by it is situated;

(c)

any jurisdiction where it conducts its business; or

(d)

the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into

by it.

1.1.131

Repayment Date

 means each repayment date set out in

 (

).

1.1.132

Repeating Representations

 means each of the representations set out in Clause

 (

) to Clause

(

), Clause

 (

), Clause

 (

),

Clause

) (other than Clause

 (

) and Clause

 (

)

to Clause

 (

).

1.1.133

Representative

 means any representative, delegate, agent, manager, administrator, nominee, attorney, trustee or

custodian.

1.1.134

Sanctioned Entity

 means:

(a)

a person, country or territory which is listed on a Sanctions List or is subject to Sanctions; or

(b)

a person which is ordinarily resident in a country or territory which is listed on a Sanctions List or is subject

to Sanctions.

1.1.135

Sanctioned Transaction

 means the use of the proceeds of any of the Facilities for the purpose of financing or

providing any credit, directly or indirectly, to:

(a)

a Sanctioned Entity; or

18

(b)

any other person or entity, if a member of the Group has actual knowledge that the person or entity proposes

to use the proceeds of the financing or credit for the purpose of financing or providing any credit, directly or

indirectly, to a Sanctioned Entity,

in each case to the extent that to do so is prohibited by, or would cause any breach of, Sanctions.

1.1.136

Sanctions

 means trade, economic or financial sanctions, laws, regulations, embargoes or restrictive measures

imposed, administered or enforced from time to time by any Sanctions Authority.

1.1.137

Sanctions Authority

 means:

(a)

the United Nations;

(b)

the European Union;

(c)

the Council of Europe (founded under the Treaty of London, 1946);

(d)

the government of the United States of America;

(e)

the government of the United Kingdom;

(f)

the government of the Republic of France;

(g)

the government of Switzerland;

(h)

the government of the Commonwealth of Australia,

and any of their governmental authorities and agencies, including, without limitation, the Office of Foreign Assets

Control for the US Department of Treasury (

OFAC

), the US Department of Commerce, the US State Department

or the US Department of the Treasury, Her Majesty's Treasury (

HMT

) and the French Ministry of Finance.

1.1.138

Sanctions List

 means:

(a)

the Specially Designated Nationals and Blocked Persons List maintained by OFAC;

(b)

the Consolidated List of Financial Sanctions Targets and the Investments Ban List maintained by HMT,

and any similar list maintained, or a public announcement of a Sanctions designation made, by any Sanctions

Authority, in each case as amended, supplemented or substituted from time to time.

1.1.139

Screen Rate

means:

(a)

for JIBAR, the Johannesburg Interbank Agreed Rate, polled and published by the South African Futures

Exchange (a division of the JSE Limited) for deposits in Rand for the relevant period, as displayed on the

Reuters Screen SAFEY Page alongside the caption "

YLD

" at the applicable time; and

(b)

for the JIBAR Overnight Deposit Rate, the SAFEX overnight call deposit rate, polled and published by the

South African Futures Exchange (a division of the JSE Limited) for deposits in Rand, as displayed on the

Reuters Screen SAFEY Page alongside the caption "

SFXROD

" at the applicable time.

If the relevant page is replaced or the information service ceases to be available, the Facility Agent (after

consultation with the Borrower and the Lenders) may specify another page or service displaying the appropriate

rate.

1.1.140

Secured Property

 means all of the assets of the Obligors and the other Security Providers which from time to time

are, or are expressed to be, the subject of the Transaction Security.

1.1.141

Security

 means a mortgage bond, notarial bond, cession in security, charge, pledge, hypothec, lien or other security

interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

19

1.1.142

Security Provider

means a person, other than an Obligor, which grants Transaction Security.

1.1.143

SPA

 means the share purchase agreement dated 31 October, 2021 between, amongst others, Net1, Net1 UEPS

Technologies, Inc., Old Mutual Life Assurance Company (South Africa) Limited, Lirast (Mauritius) Company

Limited, SIG International Investment (BVI) Limited, Aldgate International Limited, Ivan Epstein, PFCC (BVI)

Limited, PCF Investments (BVI) Limited, Luxanio, Vista Capital Investments Proprietary Limited, Vista Treasury

Proprietary Limited, K2021 and the Borrower.

1.1.144

Subordination Agreement

 means a subordination agreement to be entered into between each Obligor, Net1 and

the Finance Parties.

1.1.145

Subsidiary

 means:

(a)

a “subsidiary” as defined in the Companies Act, 2008 and shall include any person who would, but for not

being a “company” under the Companies Act, 2008, qualify as a “subsidiary” as defined in the Companies

Act, 2008;

(b)

any partnership, joint venture, trust, juristic person or other entity controlled by that person.

1.1.146

Target Company

means each of:

(a)

the Borrower;

(b)

K2021;

(c)

Luxanio; and

(d)

Ovobix.

1.1.147

Target Group

 means each Target Company and each of its Subsidiaries on the Acquisition Date. 

1.1.148

Tax

 means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or

interest payable in connection with any failure to pay or any delay in paying any of the same).

1.1.149

Term Facility

 means Facility A or Facility B.

1.1.150

Term Loan

 means a Facility A Loan or a Facility B Loan.

1.1.151

Total Commitments

 means the aggregate of:

(a)

the Total Facility A Commitments;

(b)

the Total Facility B Commitments;

(c)

the Total GBF Commitments,

being ZAR1,297,960,000 at the date of this Agreement.

1.1.152

Total Facility A Commitments

 means the aggregate of the Facility A Commitments, being ZAR700,000,000 at

the date of this Agreement.

1.1.153

Total Facility B Commitments

 means the aggregate of the Facility B Commitments, being ZAR350,000,000 at

the date of this Agreement.

1.1.154

Total GBF Commitments

 means the aggregate of the GBF Commitments, being ZAR247,960,000 at the date of

this Agreement.

1.1.155

Transaction Security

 means the Security created or expressed to be created in favour of the Finance Parties

pursuant to the Transaction Security Documents and general notarial bonds.

20

1.1.156

Transaction Security Documents

 means:

(a)

each pledge or cession in securitatem debiti referred to in

 (

);

(b)

any written notice to a third person of the Security established under a security agreement set out in

paragraph

 and any written acknowledgement of that notice which is required to be delivered to the Facility

Agent under that security agreement; or

(c)

any other document evidencing or creating any guarantee or Security Interest over any asset of an Obligor

or any other Security Provider to secure any obligation of an Obligor to a Finance Party under the Finance

Documents.

1.1.157

Transfer

has the meaning given to that term in Clause

 (

).

1.1.158

Transfer Certificate

 means a certificate substantially in the form set out in

 (

) or any other form agreed between the Facility Agent and the Obligors.

1.1.159

Transfer Date

 means, in relation to a cession or a transfer, the later of:

(a)

the proposed Transfer Date specified in the relevant Transfer Certificate; and

(b)

the date on which the Facility Agent executes the relevant Transfer Certificate.

1.1.160

Treasury Transactions

 means any derivative transaction entered into in connection with protection against or

benefit from fluctuation in any rate or price.

1.1.161

Unpaid Sum

 means any sum due and payable but unpaid by an Obligor or any other Security Provider under the

Finance Documents.

1.1.162

US

 means the United States of America.

1.1.163

US Tax Obligor

 means an Obligor, but only if some or all of its payments under the Finance Documents are from

sources within the US for US federal income tax purposes.

1.1.164

Utilisation

 means a utilisation of a Facility.

1.1.165

Utilisation Date

 means the date of a Utilisation, being the date on which the relevant Loan is to be made.

1.1.166

Utilisation Request

 means a notice substantially in the relevant form set out in

 (

).

1.1.167

VAT

 means:

(a)

any value added tax as provided for in the Value Added Tax Act, 1991;

(b)

any general service tax; and 

(c)

any other tax of a similar nature.

1.1.168

ZAR

 means South African Rand, the lawful currency of South Africa.

1.2

Construction

1.2.1

Unless a contrary indication appears, a reference in this Agreement to:

(a)

the

Facility Agent

, the

Arranger

, any

Finance Party

, any

Lender

, the

Borrower

, any

Obligor

, any

Security Provider

 any

Party

 or any other person shall be construed so as to include its successors in title,

permitted cessionaries and permitted transferees to, or of, its rights and/or obligations under the Finance

Documents;

21

(b)

a document in

agreed form

 is a document which is previously agreed in writing by or on behalf of the

Borrower and the Facility Agent or, if not so agreed, is in the form specified by the Facility Agent;

(c)

assets

 includes present and future properties, revenues and rights of every description;

(d)

authority

 includes any court or any governmental, intergovernmental or supranational body, agency,

department or any regulatory, self-regulatory or other authority;

(e)

distribution

 means a transfer by a company of money or other assets of the company (other than its own

shares) to, or to the order (or otherwise for the benefit) of, one or more holders of shares in that company or

another company within the same group of companies, including any principal or interest in respect of

amounts due (whether in respect of an intercompany or a shareholder loan or otherwise); any dividend

(including any interest on any unpaid amount of a dividend), charge, fee, consideration or other distribution

(whether in cash or in kind) on or in respect of its shares or share capital (or any class of its share capital);

any repayment or distribution of any share premium account; and the payment of any management, advisory

or other fee;

(f)

a

Finance Document

 or any other agreement or instrument is a reference to that Finance Document or other

agreement or instrument as amended, novated, supplemented, extended or restated;

(g)

a

group of Lenders

 includes all the Lenders;

(h)

guarantee

 means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any

obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or

to make an investment in or loan to any person or to purchase assets of any person where, in each case, such

obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(i)

the use of the word

including

 followed by specific examples will not be construed as limiting the meaning

of the general wording preceding it, and the eiusdem generis rule must not be applied in the interpretation of

such general wording or such specific examples;

(j)

indebtedness

 includes any obligation (whether incurred as principal or as surety) for the payment or

repayment of money, whether present or future, actual or contingent;

(k)

a

person

 includes any individual, firm, company, corporation, government, state or agency of a state or any

association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal

personality);

(l)

a

regulation

 includes any regulation, rule, official directive, request or guideline (whether or not having the

force of law, but, if not having the force of law, being of a type with which any person to which it applies is

accustomed to comply) of any governmental, intergovernmental or supranational body, agency, department

or of any regulatory, self-regulatory or other authority or organisation;

(m)

a provision of law is a reference to that provision as amended or re-enacted; and

(n)

a time of day is a reference to Johannesburg time.

1.2.2

The determination of the extent to which a rate is

for a period equal in length

 to an Interest Period shall disregard

any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this

Agreement.

1.2.3

Section, Clause and Schedule headings are for ease of reference only.

1.2.4

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or

in connection with any Finance Document has the same meaning in that Finance Document or notice as in this

Agreement.

1.2.5

A Default (other than an Event of Default) is

continuing

 if it has not been remedied to the satisfaction of the

Facility Agent within any applicable remedy period expressly provided for in a Finance Document or waived and

22

an Event of Default is

continuing

 if it has not been waived in writing and in each case, any waiver shall not take

effect unless any conditions of such waiver have been fulfilled to the satisfaction of the Facility Agent.

1.2.6

If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party,

notwithstanding that it appears only in an interpretation clause, effect shall be given to it as if it were a substantive

provision of the relevant Finance Document.

1.2.7

Unless inconsistent with the context, an expression in any Finance Document which denotes the singular includes

the plural and vice versa.

1.2.8

The Schedules to any Finance Document form an integral part thereof and a reference to a

Clause

 or a

Schedule

is a reference to a clause of, or a schedule to, this Agreement.

1.2.9

The rule of construction that, in the event of ambiguity, a contract shall be interpreted against the party responsible

for the drafting thereof, shall not apply in the interpretation of the Finance Documents.

1.2.10

The expiry or termination of any Finance Documents shall not affect those provisions of the Finance Documents

that expressly provide that they will operate after any such expiry or termination or which of necessity must

continue to have effect after such expiry or termination, notwithstanding that the clauses themselves do not

expressly provide for this.

1.2.11

The Finance Documents shall to the extent permitted by applicable law be binding on and enforceable by the

administrators, trustees, permitted cessionaries, business rescue practitioners or liquidators of the Parties as fully

and effectually as if they had signed the Finance Documents in the first instance and reference to any Party shall

be deemed to include such Party’s administrators, trustees, permitted cessionaries, business rescue practitioners or

liquidators, as the case may be.

1.2.12

Where figures are referred to in numerals and in words in any Finance Document, if there is any conflict between

the two, the words shall prevail.

1.2.13

Unless a contrary indication appears, where any number of days is to be calculated from a particular day, such

number shall be calculated as including that particular day and excluding the last day of such period. 

1.3

Third party rights

1.3.1

Except as expressly provided for in this Agreement or in any other Finance Document, no provision of any Finance

Document constitutes a stipulation for the benefit of any person who is not a party to that Finance Document. 

1.3.2

Subject to Clause

 (

) but otherwise notwithstanding any term of any Finance Document, the consent

of any person who is not a party to that Finance Document is not required to rescind or vary that Finance Document

at any time except to the extent that the relevant variation or rescission (as the case may be) relates directly to the

right conferred upon any applicable third party under a stipulation for the benefit of that party that has been accepted

by that third party.

23

SECTION 2

THE FACILITIES

2.

THE FACILITIES

2.1

The Term Facilities

Subject to the terms of this Agreement, the Lenders make available to the Borrower:

2.1.1

a ZAR term loan facility in an aggregate amount equal to the Total Facility A Commitments; and

2.1.2

a ZAR term loan facility in an aggregate amount equal to the Total Facility B Commitments.

2.2

The GBF Facility

Subject to the terms of this Agreement and the GBF Agreement, the GBF Lender makes available to the Borrower a

general banking facility in an aggregate amount equal to the Original GBF Commitments.

2.3

Finance Parties' rights and obligations

2.3.1

The obligations of each Finance Party under the Finance Documents are separate and independent. Failure by a

Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other

Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party

under the Finance Documents.

2.3.2

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent

rights and any debt arising under the Finance Documents to a Finance Party from an Obligor or any other Security

Provider is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights

in accordance with Clause

 below. The rights of each Finance Party include any debt owing to that Finance

Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed

by an Obligor which relates to a Finance Party's participation in a Facility or its role under a Finance Document

(including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by

that Obligor.

2.3.3

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under

or in connection with the Finance Documents.

2.4

Borrower as agent of the Obligors

2.4.1

Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Letter (as the case may

be) irrevocably appoints the Borrower (acting through one or more authorised signatories) to act on its behalf as its

agent in relation to the Finance Documents and irrevocably authorises:

(a)

the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the

Finance Parties and to give all notices and instructions, to make such agreements and to effect the relevant

amendments, supplements and variations capable of being given, made or effected by any Obligor

notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor;

and

(b)

each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the

Finance Documents to the Borrower,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions or

executed or made the agreements or effected the amendments, supplements or variations, or received the relevant

notice, demand or other communication.

2.4.2

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other

communication given or made by the Borrower or given to the Borrower under any Finance Document on behalf

of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and

whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be

24

binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the

event of any conflict between any notices or other communications of the Borrower and any other Obligor, those

of the Borrower shall prevail.

3.

PURPOSE

3.1

Purpose

3.1.1

The Borrower shall apply all amounts borrowed by it under Facility A and Facility B towards:

(a)

partially refinancing the Existing Absa Financial Indebtedness;

(b)

making any distributions or loans pursuant to the SPA and Funds Flow and Release Agreement; and

(c)

funding any associated Transaction Costs,

and may apply excess towards funding its general corporate requirements.

3.1.2

The Borrower shall apply all amounts borrowed by it under a GBF Facility towards (a) refinancing the Existing

Absa Financial Indebtedness and (b) funding its general corporate requirements (including working capital, capital

expenditure and other general banking requirements).

3.2

Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4.

CONDITIONS OF UTILISATION

4.1

Initial conditions precedent

4.1.1

The Lenders will only be obliged to comply with Clause

 (

) in relation to any proposed

Utilisation if on or before the Utilisation Date for that Utilisation, the Facility Agent has received all of the

documents and other evidence listed in Part I of

 (

) in form and substance

satisfactory to the Facility Agent. The Facility Agent shall notify the Borrower and the Lenders promptly upon

being so satisfied.

4.1.2

Other than to the extent that the Lenders notify the Facility Agent in writing to the contrary before the Facility

Agent gives the notification described in Clause

 above, the Lenders authorise (but do not require) the Facility

Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever

as a result of giving any such notification.

4.2

Further conditions precedent

Subject to Clause

 above, the Lenders will only be obliged to comply with Clause

 (

) in

relation to a Utilisation if:

4.2.1

on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)

no Default is continuing or would result from the proposed Utilisation; and

(b)

in the opinion of the Lenders no Material Adverse Effect has occurred and is continuing; 

4.2.2

in relation to any Utilisation on the Closing Date, all the representations and warranties in Clause

(Representations) or, in relation to any other Utilisation, the Repeating Representations to be made by the Obligors

are true in all respects.

4.3

Maximum number of Term Loans

The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation, more than one Facility A

Loan and one Facility B Loan would be outstanding.

25

SECTION 3

UTILISATION

5.

UTILISATION

5.1

Delivery of a Utilisation Request

The Borrower may utilise a Term Facility by delivery to the Facility Agent of a duly completed Utilisation Request not

later than 11h00 two Business Days prior to the Utilisation Date or such shorter period as the Facility Agent (acting on

the instructions of all the Lenders) may agree.

5.2

Completion of a Utilisation Request 

5.2.1

The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(a)

the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility; and

(b)

the currency and amount of the proposed Utilisation comply with Clause

 (Currency and amount).

5.2.2

Only one Facility A Loan and one Facility B Loan may be requested in the Utilisation Request.

5.3

Currency and amount

The currency specified in a Utilisation Request must be ZAR.

5.4

Lenders' participation

5.4.1

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan

available by the Utilisation Date.

5.4.2

The amount of each Lender's participation in each Loan will be equal to the proportion borne by its Available

Commitment to the Available Facility immediately prior to making the Loan.

5.4.3

The Facility Agent shall notify each Lender of the amount of its participation in that Loan and, if different, the

amount of that participation to be made available in accordance with Clause

 (Payments to the Facility Agent).

5.5

Cancellation of Commitment

5.5.1

The Facility A Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the

Availability Period for Facility A.

5.5.2

The Facility B Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the

Availability Period for Facility B.

26

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6.

REPAYMENT

6.1

Repayment of Term Loans

6.1.1

The Borrower shall repay the aggregate Facility A Loans and Facility B Loans in instalments by repaying on each

Repayment Date specified in column 1 of

 (

), the amount specified in

column 2 and column 3 of

 (

).

6.1.2

The amount of the Repayment Instalments shall be decreased and recalculated by the Facility Agent from time to

time to account for any prepayments made pursuant to this Agreement.

6.1.3

Any amount of a Facility A Loan and Facility B Loan which remains outstanding on the Final Maturity Date shall

be repaid in full on that date.

7.

ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

7.1

Illegality

7.1.1

If, in any applicable jurisdiction, it becomes unlawful for a Lender to perform any of its obligations as contemplated

by this Agreement or to fund, issue or maintain its participation in any Loan or it becomes unlawful for any Affiliate

of a Lender for that Lender to do so:

(a)

that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(b)

upon the Facility Agent notifying the Borrower, each Available Commitment of that Lender will be

immediately cancelled; and

(c)

to the extent that the Lender's participation has not been transferred pursuant to Clause

 (Replacement

of Lender), the Borrower shall repay that Lender's participation in the Loans made to the Borrower on the

last day of the Interest Period for each Loan occurring after the Facility Agent has notified the Borrower or,

if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than

the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment(s)

shall be cancelled in the amount of the participations repaid.

7.2

Voluntary cancellation

7.2.1

A Borrower may, if it gives the Facility Agent not less than five Business Days' (or such shorter period as the

Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of ZAR20,000,000 and

in integral multiples of R5,000,000) of an Available Facility. Any cancellation under this Clause

 shall reduce

the Commitments of the Lenders rateably under that Facility.

7.2.2

A GBF Facility may be cancelled as provided in the GBF Documents.

7.3

Voluntary prepayment of Term Loans

7.3.1

Subject to Clause

 below, the Borrower may, if it gives the Facility Agent not less than five Business Days'

(or such shorter period as the Lenders may agree) prior notice, prepay the whole or any part of that Term Loan (but,

if in part, being an amount that reduces the amount of that Term Loan by a minimum amount of ZAR20,000,000

and in integral multiples of R5,000,000).

7.3.2

A Term Loan may only be prepaid after the last day of the Availability Period for the applicable Facility (or, if

earlier, the day on which the applicable Available Facility is zero).

7.3.3

A prepayment of the Facility A Loans shall be applied against the remaining Facility A repayment instalments pro

rata. 

27

7.3.4

A prepayment of the Facility B Loans shall be applied against the remaining Facility B repayment instalments pro

rata. 

7.4

Right of cancellation and repayment in relation to a single Lender

7.4.1

If:

(a)

any sum payable to any Lender by an Obligor or any Security Provider is required to be increased under

Clause

 (Tax gross-up); or

(b)

any Lender claims indemnification from an Obligor under Clause

 (Tax indemnity) or Clause

(Increased costs),

a Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification

continues, give the Facility Agent notice of cancellation of the Commitment(s) of that Lender and its intention to

procure the repayment of that Lender's participation in the Loans.

7.4.2

On receipt of a notice referred to in Clause

 above in relation to a Lender, the Commitment(s) of that Lender

shall immediately be reduced to zero.

7.4.3

On the last day of each Interest Period which ends after a Borrower has given notice under Clause

 above in

relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that

Lender's participation in that Loan together with all interest and other amounts accrued under the Finance

Documents.

8.

MANDATORY PREPAYMENT AND CANCELLATION

8.1

Sanctions

8.1.1

If any member of the Group or any shareholder of any member of the Group:

(a)

is or becomes a Sanctioned Entity; or

(b)

participates in any manner in any Sanctioned Transaction,

on notice by the Facility Agent to the Borrower, the Facilities will be cancelled and all outstanding Loans, together

with accrued interest, and all other amounts accrued under the Finance Documents, shall become immediately due

and payable.

8.2

Exit

8.2.1

Upon the occurrence of:

(a)

a Change of Control; 

(b)

nationalisation or expropriation of any assets of any member of the Group; or

(c)

one or more sales (whether in a single transaction or a series of related transactions) of all or substantially all

the assets of a member of the Group associated with an operating division or business which, on a cumulative

basis, contributed (directly or indirectly) more than 25.00 per cent. of Consolidated EBITDA for the last

completed financial year of the Group;

the Borrower shall promptly notify the Facility Agent upon becoming aware of the occurrence of such event or that

such event will occur and (whether or not the Lenders have been notified of such event by the Borrower) then:

(i)

no Lender shall be obliged to fund a Utilisation under any Facility; and

(ii)

any Lender may by not less than five Business Days' notice to the Borrower immediately cancel the

Commitments of that Lender and declare the participation of that Lender in all outstanding

Utilisations, together with all other amounts owed to that Lender, immediately due and payable

28

whereupon the Commitments of that Lender will be cancelled immediately and the participation of

that Lender in the outstanding Utilisations, together with all other amounts owed to that Lender will

become immediately due and payable by the Borrower.

8.3

Disposal and Insurance Proceeds

8.3.1

For the purposes of this Clause

 and Clause

 (

: 

(a)

Disposal

 means a sale, lease, licence, transfer, loan or other disposal by a person of any asset, undertaking

or business (whether by a voluntary or involuntary single transaction or series of transactions).

(b)

Disposal Proceeds

 means the consideration receivable by any member of the Group (other than K2021 and

K2020) (including any amount receivable in repayment of intercompany debt repaid by a person who ceases

to be a member of the Group to continuing members of the Group) for any Disposal made by any member

of the Group to persons who are not members of the Group except for Excluded Disposal Proceeds and after

deducting:

(i)

any reasonable expenses which are incurred by any member of the Group to persons who are not

members of the Group with respect to that Disposal; and

(ii)

any Tax incurred and required to be paid by the seller in connection with that Disposal (as reasonably

determined by the seller, on the basis of existing rates and taking account of any available credit,

deduction or allowance).

(c)

Excluded Disposal Proceeds

means any Disposal Proceeds which, when taken together with the Disposal

Proceeds of all other disposals of assets by members of the Group in aggregate, are less than ZAR5,000,000,

but only to the extent that, such Disposal Proceeds are committed to be applied (as evidenced by a resolution

of the board of directors of the relevant member of the Group passed within 60 days of receipt of such

Disposal Proceeds) to replace an asset (not being shares or any other ownership interest in a person) with

another asset of a substantially similar type for use in the Group's business (being a fixed asset in the case of

a disposal of a fixed asset) within 90 days of receipt of such Disposal Proceeds (or such longer period as the

Facility Agent may agree.

(d)

Excluded Insurance Proceeds

means any proceeds of an insurance claim which the Borrower notifies the

Facility Agent are, or are to be, applied:

(i)

to meet a third party claim;

(ii)

to cover operating losses (including business interruption, interruption loss or other loss of revenue)

in respect of which the relevant insurance claim was made; or

(iii)

are less than ZAR5,000,000, but only to the extent that, such Insurance Proceeds are committed to be

applied in the replacement, reinstatement and/or repair of the assets or otherwise in amelioration of

the loss in respect of which the relevant insurance claim was made, if such Insurance Proceeds are so

applied within 180 days (or such longer period as the Facility Agent may agree) of receipt of such

Insurance Proceeds, or committed to be applied (as evidenced by a resolution of the board of directors

of the relevant member of the Group passed within 60 days of receipt of such Insurance Proceeds) to

replace, reinstate and/or repair the relevant asset and are applied to such replacement, reinstatement or

repair within 90 days of receipt of such Insurance Proceeds (or such longer period as the Facility Agent

may agree)

.

(e)

Insurance Proceeds

 means the proceeds of any insurance claim under any insurance maintained by any

member of the Group except for Excluded Insurance Proceeds and after deducting any reasonable expenses

in relation to that claim which are incurred by any member of the Group to persons who are not members of

the Group.

8.3.2

The Borrower shall prepay Loans, and cancel Available Commitments, in amounts equal to the following amounts

at the times and in the order of application contemplated by Clause

 (

): 

29

(a)

the amount of Disposal Proceeds;

(b)

the amount of Insurance Proceeds.

8.4

Mandatory prepayment – cash sweep

8.4.1

Amounts required to be paid and/or offered for repayment or prepayment under this Clause, shall be determined

by reference to the following table (the

Cash Sweep Allocation Table

), and the defined terms set out in Clause

Leverage Ratio

Term Facilities

Sweep Percentage

Shareholder

Sweep Percentage

[Column 1]

[Column 2]

[Column 3]

If equal to or more than 3.00 times:

100.00%

0.00%

If less than 3.00 times, but equal to or more than

2.50 times:

75.00%

25.00%

If less than 2.50 times, but equal to or more than

2.00 times:

50.00%

50.00%

If less than 2.00 times:

0.00%

100.00%

8.4.2

In this Agreement:

Shareholder Sweep Percentage

 means, in respect of any Measurement Period for which the Leverage Ratio is

equal to or exceeds a level specified in Column 1 of the Cash Sweep Allocation Table, the applicable percentage

specified opposite that level in Column 3 of the table;

Shareholder Sweep Amount

, in respect of a Measurement Period, means the applicable Shareholder Sweep

Percentage multiplied by Excess Cashflow for that Measurement Period;

Term Facilities Sweep Percentage

 means, in respect of any Measurement Period for which the Leverage Ratio is

equal to or exceeds a level specified in Column 1 of the Cash Sweep Allocation Table, the applicable percentage

specified opposite that level in Column 2 of the table;

Term Facilities Sweep Amount

, in respect of a Measurement Period, means the applicable Term Facilities Sweep

Percentage multiplied by Excess Cashflow for that Measurement Period;

8.4.3

Within 45 days of each Excess Cashflow Measurement Date, the Borrower shall calculate the Excess Cashflow of

the Group for the Measurement Period which ended on that date and deliver to the Facility Agent a Compliance

Certificate, signed by the chief financial officer of the Group and one other director of the Borrower, confirming:

(a)

the amount of any Excess Cashflow for that Measurement Period;

(b)

Term Facilities Sweep Amount.

8.4.4

If Excess Cashflow arises on any Excess Cashflow Measurement Date:

(a)

the Borrower shall offer to pay, repay or prepay Loans and other Facility Outstandings under the Term

Facilities in an amount equal to the Term Facilities Sweep Amount in the order determined by the Borrower;

(b)

the Borrower may distribute the Shareholder Sweep Amount to the ordinary shareholders of the Borrower.

8.4.5

A payment made pursuant to this Clause

 is not subject to the Refinancing Penalties set out in Clause

(

).

30

8.5

Application of mandatory prepayments and cancellations

8.5.1

A prepayment of Loans or cancellation of Available Commitments made under Clause 

 (

) shall be applied in prepayment of Term Loans as contemplated in Clauses

 to

 inclusive below.

8.5.2

Unless the Borrower makes an election under Clause

 below, the Borrower shall prepay Loans in the case of

any prepayment relating to the amounts of Disposal Proceeds or Insurance Proceeds, promptly upon receipt of

those proceeds.

8.5.3

A prepayment under Clause

 (

) shall prepay the Term Loans in the order

determined by the Borrower

.

8.5.4

Subject to Clause

 below, a Borrower may elect that any prepayment under Clause

 (

) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If a

Borrower makes that election then a proportion of the Loan equal to the amount of the relevant prepayment will be

due and payable on the last day of its Interest Period.

8.5.5

If a Borrower has made an election under Clause

 above but a Default has occurred and is continuing, that

election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the

amount of the relevant prepayment shall be immediately due and payable (unless the Facility Agent otherwise

agrees in writing).

8.6

Excluded proceeds

Where Excluded Disposal Proceeds and Excluded Insurance Proceeds include amounts which are intended to be used for

a specific purpose within a specified period (as set out in the relevant definition of Excluded Disposal Proceeds or

Excluded Insurance Proceeds), the Borrower shall ensure that those amounts are used for that purpose and shall promptly

deliver a certificate to the Facility Agent at the time of such application and at the end of such period confirming the

amount (if any) which has been so applied within the requisite time periods provided for in the relevant definition.

9.

RESTRICTIONS

9.1

Notices of cancellation or prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause

 (Illegality,

voluntary prepayment and cancellation) or Clause

 (Application of Mandatory prepayments and cancellations) shall

(subject to the terms of those Clauses) be irrevocable and, unless a contrary indication appears in this Agreement, shall

specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that

cancellation or prepayment.

9.2

Interest and other amounts

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject

to any Break Costs or as otherwise provided in Clause

 (

), without premium or penalty.

9.3

No reborrowing of Term Facilities

The Borrower may not reborrow any part of a Term Facility which is prepaid.

9.4

Reborrowing of GBF Facility

The amount of any Loan paid, repaid or prepaid under a GBF Facility may be reborrowed on the terms of the GBF

Documents.

9.5

Prepayment in accordance with Agreement

The Borrower shall not repay or prepay all or any part of a Term Loan or cancel all or any part of the Facility A

Commitments or Facility B Commitments, except at the times and in the manner expressly provided for in this Agreement.

31

9.6

No reinstatement of Commitments

No amount of the Total Commitments cancelled under this Agreement or the GBF Agreement may be subsequently

reinstated.

9.7

Facility Agent's receipt of notices

If the Facility Agent receives a notice under Clause

 (Illegality, voluntary prepayment and cancellation) or an election

under Clause

 (Application of Mandatory prepayments and cancellations), it shall promptly forward a copy of that

notice or election to either the Borrower or the affected Lender, as appropriate.

9.8

Prepayment elections

The Facility Agent shall notify the Lenders as soon as possible of any proposed prepayment of any Loan under Clause

(Voluntary prepayment of Term Loans) or Clause

 (

). 

9.9

Effect of repayment and prepayment on Commitments

If all or part of any Lender's participation in a Loan under a Term Facility is repaid or prepaid and is not available for

redrawing (other than by operation of Clause

 (Further conditions precedent)), an amount of that Lender's Commitment

(equal to the amount of the participation which is repaid or prepaid) in respect of that Term Facility will be deemed to be

cancelled on the date of repayment or prepayment.

9.10

Application of prepayments

Any prepayment of a Loan (other than a prepayment pursuant to Clause

 (Illegality) or Clause

 (Right of

cancellation and repayment in relation to a single Lender)) shall be applied pro rata to each Lender's participation in that

Loan.

9.11

Refinancing

9.11.1

Subject to Clause

 below, a Borrower may prepay (or procure the prepayment of) any Loan or other amount

utilised under a Term Facility from amounts raised under a Refinancing, on the condition that all other Term Loans

and all other amounts owing under the Finance Documents (other than any GBF Document) are repaid in full at

the same time. The Borrower may not Refinance any Loans or other amounts owing under the Finance Documents,

unless: 

(a)

the Borrower has given at least 30 days' prior notice of the proposed Refinancing to the Facility Agent;

(b)

the Facility Agent has received evidence to its satisfaction that the facilities that are to be made available to

any member of the Group under the proposed Refinancing, together with any other funds that may be

available to the Group), will be sufficient to repay to the Lenders amounts owing under the Finance

Documents (other than any GBF Document) in full by way of a single repayment and that the Total

Commitments (other than the Total GBF Commitments), will be (to the extent not previously cancelled and

reduced to zero) cancelled and reduced to zero; and

(c)

the Facility Agent is satisfied that arrangements are in place to ensure that the funds referred to in this Clause

 will be applied to repay and discharge all Term Loans and other amounts outstanding under the Finance

Documents (other than any GBF Document) on the proposed repayment date.

9.11.2

The Borrower may not prepay the Term Loans or other amounts outstanding under the Finance Documents from

amounts raised by way of any Refinancing, unless it pays to the Lenders any applicable Refinancing Penalties

calculated in accordance with Clause

 (

).

9.12

Refinancing penalties

9.12.1

If, at any time on or before the third anniversary of the Closing Date a Borrower makes any voluntary prepayment

or repayment of any Loan pursuant to a Refinancing, the Borrower shall pay to the Facility Agent, for the account

of each Lender entitled thereto, in addition to the sum prepaid or to be prepaid on any date pursuant to Clause

32

(

), the following refinancing penalties (the

Refinancing Penalties

) on the

relevant due date for any such prepayment:

(a)

3.00 per cent. of the amount of the Term Loans prepaid during the period from (and including) the Closing

Date to (and including) the first anniversary of the Closing Date;

(b)

2.00 per cent. of the amount of the Term Loans prepaid during the period from (but excluding) the first

anniversary of the Closing Date to (and including) the second anniversary of the Closing Date; and

(c)

1.00 per cent. of the amount of the Term Loans prepaid during the period from (but excluding) the second

anniversary of the Closing Date to (and including) the third anniversary of the Closing Date.

9.12.2

Notwithstanding Clause

, no Refinancing Penalties shall be payable by the Borrower in respect of any

prepayment made pursuant to Clause

 (

) using (without double counting):

(a)

Internally Generated Cash;

(b)

any Equity Cure Proceeds; or

(c)

any New Shareholder Injections.

9.12.3

If the Borrower offers to the Lender the right to refinance the Facility, no Refinancing Penalty shall be payable to

it under this Clause

33

SECTION 5

COSTS OF UTILISATION

10.

INTEREST

10.1

Calculation of interest

10.1.1

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate

of the applicable:

(a)

Margin;

(b)

the Base Rate.

10.2

Payment of interest

The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest

Period.

10.3

Default interest

10.3.1

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue

on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a

rate which, subject to Clause

 below, is 2.00 per cent. per annum higher than the rate which would have been

payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the

overdue amount for successive Interest Periods, each of a duration selected by the Facility Agent (acting

reasonably). Any interest accruing under this Clause

 shall be immediately payable by the Obligor on demand

by the Facility Agent.

10.3.2

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of

an Interest Period relating to that Loan:

(a)

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the

current Interest Period relating to that Loan; and

(b)

the rate of interest applying to the overdue amount during that first Interest Period shall be 2.00 per cent. per

annum higher than the rate which would have applied if the overdue amount had not become due.

10.3.3

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end

of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

10.4

Notification of rates of interest

The Facility Agent shall promptly notify the relevant Lenders and the relevant Borrower of the determination of a rate of

interest under this Agreement.

11.

INTEREST PERIODS

11.1

Duration

11.1.1

Subject to the other provisions of this Clause, each Term Loan has successive Interest Periods each:

(a)

commencing on (and including) the Utilisation Date of that Term Loan (in respect of the first Interest Period

for that Loan) and thereafter commencing on (and including) each successive Interest Payment Date; and

(b)

ending on (but excluding) the next Interest Payment Date.

34

11.2

Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on

the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

12.

CHANGES TO THE CALCULATION OF INTEREST

12.1

Absence of quotations

Subject to Clause

 (

), if JIBAR is to be determined by reference to the Reference Banks but a

Reference Bank does not supply a quotation by 12h00 on the Quotation Day, JIBAR shall be determined on the basis of

the quotations provided by the remaining Reference Banks.

12.2

Market disruption

12.2.1

If a Market Disruption Event occurs in relation to the Loan for any Interest Period, then the rate of interest on each

Lender's share of the Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(a)

the Margin; and

(b)

the highest of the rates notified to the Facility Agent by any relevant Lender as soon as practicable and in

any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a

percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever

source(s) it may reasonably select.

12.2.2

In this Clause

: 

(a)

Market Disruption Event

 means:

(i)

at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available

and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine JIBAR

for the relevant Interest Period; 

(ii)

before close of business in Johannesburg on the Quotation Day for the relevant Interest Period, the

Facility Agent receives notifications from one or more Lenders whose aggregate participations in the

Loan exceed 30.00 per cent of aggregate principal amount of Loan that:

(A)

the cost to them of funding their participation in the Loan from whatever source they may

reasonably select would be in excess of JIBAR;

(B)

the cost to it or them of obtaining matching deposits in the Johannesburg interbank market would

be in excess of JIBAR for the relevant Interest Period; or

(C)

matching deposits will not be available to them in the Johannesburg interbank market in the

ordinary course of business to fund their participation in that Loan for the relevant Interest

Period.

12.3

Alternative basis of interest or funding

12.3.1

Without prejudice to the generality of Clause

 (

), if a Market Disruption Event occurs and

the Facility Agent or a Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for

a period of not more than 30 days, or such longer period as the Facility Agent may agree) with a view to agreeing

a substitute basis for determining the rate of interest.

12.3.2

Any alternative basis agreed pursuant to Clause

 above shall, with the prior consent of all the Lenders and

the applicable Borrower, be binding on all Parties.

35

12.4

Break Costs and Break Gains

12.4.1

The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break

Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the

last day of an Interest Period for that Loan or Unpaid Sum.

12.4.2

Unless a Default is then continuing or unless such Break Gain is realised as a consequence of any prepayment of

the Loan due to the occurrence of an Event of Default, a Lender realising such Break Gain shall, within 10 Business

Days of demand by a Borrower, pay to the Borrower the amount of any Break Gains attributable to all or any part

of the Loan or an Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for

the Loan or that Unpaid Sum.

12.4.3

Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate

confirming the amount of its Break Costs or Break Gains (if applicable) for any Interest Period in which they

accrue.

13.

FEES

13.1

Non-refundable Structuring fee

13.1.1

The Borrower shall pay to the Lender, a non-refundable structuring fee in an amount equal to R4,000,000 (the

Non-

refundable Structuring Fee

).

13.1.2

The Non-refundable Structuring Fee shall accrue in full on the Closing Date and be payable on the Closing Date

(the

Non-refundable Structuring Fee Payment Date

).

13.1.3

All payments to be made by the Borrower to the Lender in terms of this Clause

 shall be made at or before

12h00 on the Non-refundable Structuring Fee Payment Date in immediately available funds free of set off, taxes,

exchange, costs, charges, exchange rate variations, expenses or any other deductions to a nominated bank account

in South Africa the details of which will be set out on the respective tax invoice issued by the Lender to the

Borrower.

13.1.4

All fees due and payable to the Lender under this Clause

, once paid, are non-refundable and will not discharge

any other obligations to pay any fees or other amount due under the Finance Documents.

13.2

Facility Agent fee

If the Lender has transferred a portion of its rights and obligations under this Agreement, the Borrower shall pay to the

Facility Agent a Facility Agent fee in the amount and at the times agreed in a Fee Letter.

36

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

14.

TAX GROSS UP AND INDEMNITIES

14.1

Definitions

In this Agreement:

14.1.1

Protected Party

 means a Finance Party which is or will be subject to any liability or required to make any payment

for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to

be received or receivable) under a Finance Document.

14.1.2

Tax Credit

 means a credit against, relief or remission for, or repayment of, any Tax.

14.1.3

Tax Deduction

 means a deduction or withholding for or on account of Tax from a payment under a Finance

Document, other than a FATCA Deduction.

14.1.4

Tax Payment

 means either the increase in a payment made by an Obligor to a Finance Party under Clause

(Tax gross-up) or a payment under Clause

 (Tax indemnity).

14.2

Tax gross -up

14.2.1

Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is

required by law.

14.2.2

The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is

any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender

shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility

Agent receives such notification from a Lender it shall notify the that Obligor .

14.2.3

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor

shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment

which would have been due if no Tax Deduction had been required.

14.2.4

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment

required in connection with that Tax Deduction within the time allowed and in the minimum amount required by

law.

14.2.5

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction,

the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the

payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as

applicable) any appropriate payment paid to the relevant taxing authority.

14.3

Tax indemnity

14.3.1

The Borrower shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an

amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or

indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

14.3.2

Clause

 above shall not apply:

(a)

with respect to any Tax assessed on a Finance Party:

(i)

under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the

jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(ii)

under the law of the jurisdiction in which that Finance Party is located in respect of amounts received

or receivable in that jurisdiction,

37

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum

deemed to be received or receivable) by that Finance Party; or

(b)

to the extent a loss, liability or cost:

(i)

is compensated for by an increased payment under Clause

 (Tax gross-up); or

(ii)

relates to a FATCA Deduction required to be made by a Party.

14.3.3

A Protected Party making, or intending to make a claim under Clause

 above shall promptly notify the Facility

Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify

the Obligors.

14.3.4

A Protected Party shall, on receiving a payment from an Obligor under this Clause

, notify the Facility Agent.

14.4

Tax Credit

14.4.1

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a)

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax

Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(b)

that Finance Party has obtained and utilised that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that

payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be

made by the Obligor.

14.5

Stamp taxes

The Borrower shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss

or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect

of any Finance Document.

14.6

VAT

14.6.1

All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole

or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT

which is chargeable on that supply, and accordingly, subject to Clause

 below, if VAT is or becomes

chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance

Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in

addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount

of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

14.6.2

If VAT is or becomes chargeable on any supply made by any Finance Party (the

Supplier

) to any other Finance

Party (the

Recipient

) under a Finance Document, and any Party other than the Recipient (the

Relevant Party

) is

required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the

Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(a)

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant

Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to

the amount of the VAT. The Recipient must (where this paragraph

 applies) promptly pay to the Relevant

Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which

the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(b)

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant

Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the

VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not

entitled to credit or repayment from the relevant tax authority in respect of that VAT.

38

14.6.3

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense,

that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or

expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably

determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

14.7

FATCA information

14.7.1

Subject to Clause

 below, each Party shall, within 10 Business Days of a reasonable request by another Party:

(a)

confirm to that other Party whether it is:

(i)

a FATCA Exempt Party; or

(ii)

not a FATCA Exempt Party;

(b)

supply to that other Party such forms, documentation and other information relating to its status under

FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with

FATCA; and

(c)

supply to that other Party such forms, documentation and other information relating to its status as that other

Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or

exchange of information regime.

14.7.2

If a Party confirms to another Party pursuant to Clause

 above that it is a FATCA Exempt Party and it

subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that

other Party reasonably promptly.

14.7.3

Clause

 above shall not oblige any Finance Party to do anything, and Clause

 above shall not oblige

any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(a)

any law or regulation;

(b)

any fiduciary duty; or

(c)

any duty of confidentiality.

14.7.4

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other

information requested in accordance with Clauses

 or

 above (including, for the avoidance of

doubt, where Clause

 above applies), then such Party shall be treated for the purposes of the Finance

Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question

provides the requested confirmation, forms, documentation or other information.

14.7.5

If a Borrower is a US Tax Obligor or the Facility Agent reasonably believes that its obligations under FATCA or

any other applicable law or regulation require it, each Lender shall, within 10 Business Days of:

(a)

where the Borrower is a US Tax Obligor and the relevant Lender is an Original Term

Lender or the GBF

Lender, the date of this Agreement;

(b)

where a Borrower is a US Tax Obligor on a date on which any other Lender becomes a Party as a Lender,

that date;

(c)

the date a new US Tax Obligor accedes as a Borrower; or

(d)

where a Borrower is not a US Tax Obligor, the date of a request from the Facility Agent,

supply to the Facility Agent:

(i)

a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

39

(ii)

any withholding statement or other document, authorisation or waiver as the Facility Agent may

require to certify or establish the status of such Lender under FATCA or that other law or regulation.

14.7.6

The Facility Agent shall provide any withholding certificate, withholding statement, document, authorisation or

waiver it receives from a Lender pursuant to Clause

 above to the relevant Borrower.

14.7.7

If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Facility

Agent by a Lender pursuant to Clause

 above is or becomes materially inaccurate or incomplete, that Lender

shall promptly update it and provide such updated withholding certificate, withholding statement, document,

authorisation or waiver to the Facility Agent unless it is unlawful for the Lender to do so (in which case the Lender

shall promptly notify the Facility Agent). The Facility Agent shall provide any such updated withholding

certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

14.7.8

The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation or

waiver it receives from a Lender pursuant to Clauses

 or

 above without further verification. The

Facility Agent shall not be liable for any action taken by it under or in connection with Clauses

,

or

 above.

14.8

FATCA Deduction

14.8.1

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in

connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which

it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA

Deduction.

14.8.2

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change

in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in

addition, shall notify the Borrower and the Facility Agent and the Facility Agent shall notify the other Finance

Parties.

15.

INCREASED COSTS

15.1

Increased costs

15.1.1

Subject to Clause

 (Exceptions) the Borrower shall, within three Business Days of a demand by the Facility

Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or

any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or

application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this

Agreement.

15.1.2

In this Agreement

Increased Costs

 means:

(a)

a reduction in the rate of return from a Facility or on a Finance Party's (or its Affiliate's) overall capital;

(b)

an additional or increased cost; or

(c)

a reduction of any amount due and payable under any Finance Document,

(d)

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to

that Finance Party having entered into its Commitment or funding or performing its obligations under any

Finance Document.

15.2

Increased cost claims

15.2.1

A Finance Party intending to make a claim pursuant to Clause

 (Increased costs) shall notify the Facility Agent

of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.

15.2.2

Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate

confirming the amount of its Increased Costs.

40

15.3

Exceptions

15.3.1

Clause

 (Increased costs) does not apply to the extent any Increased Cost is:

(a)

attributable to a Tax Deduction required by law to be made by an Obligor;

(b)

attributable to a FATCA Deduction required to be made by a Party;

(c)

compensated for by Clause

 (Tax indemnity) (or would have been compensated for under Clause

(Tax indemnity) but was not so compensated solely because any of the exclusions in Clause

 (Tax

indemnity) applied);

(d)

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

15.3.2

In this Clause

 reference to a

Tax Deduction

 has the same meaning given to the term in Clause

(Definitions).

16.

OTHER INDEMNITIES

16.1

Other indemnities

The Obligors shall, within three Business Days of demand, indemnify the Arranger and each other Finance Party against

any cost, loss or liability incurred by it as a result of:

16.1.1

the occurrence of any Default;

16.1.2

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without

limitation, any cost, loss or liability arising as a result of Clause

 (Sharing among the Finance Parties);

16.1.3

funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation

Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than

by reason of default or negligence by that Finance Party alone); or

16.1.4

a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Obligor.

16.2

Environmental indemnity

The Obligors shall, within five Business Days of demand, indemnify each Finance Party and its officers, employees,

agents and delegates (together the

Indemnified Parties

) against any loss or liability suffered or incurred by that

Indemnified Party (except to the extent caused by such Indemnified Party's own gross negligence or wilful default) which:

16.2.1

arises by virtue of any actual or alleged breach of any Environmental Law (whether by any member of the Group

or any other person);

16.2.2

arises in connection with an Environmental Claim; or

16.2.3

arises as a result of any enquiry, investigation, subpoena (or similar order) or litigation with respect to any

Environmental Claim and any other enquiry, investigation, subpoena (or similar order) or litigation in respect of

any breach of any Environmental Law that has or is reasonably likely to give rise to any liability for any Finance

Party,

which relates to the Group, any assets of the Group or the operation of all or part of the business of the Group (or, in each

case, any member of the Group) and which would not have arisen if the Finance Documents or any of them had not been

executed by that Finance Party or the Finance Party had not otherwise participated in the funding arrangements

contemplated by the Finance Documents or any of them.

16.3

Indemnity to the Facility Agent

The Borrower shall promptly indemnify the Facility Agent against and shall pay to the Facility Agent and each such

Representative any cost, loss or liability incurred by the Facility Agent or Representative as a result of:

41

16.3.1

investigating or taking any other action in connection with any event which it reasonably believes is a Default;

16.3.2

any failure by a Borrower to comply with its obligations under Clause

 (

);

16.3.3

any default by an Obligor or any other Security Provider in the performance of any of the other obligations

expressed to be assumed by it in the Finance Documents;

16.3.4

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and

appropriately authorised;

16.3.5

the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Facility Agent and each

Representative appointed by the Facility Agent by the Finance Documents or by law other than by reason of the

Facility Agent's gross negligence or wilful default;

16.3.6

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under

this Agreement; or

16.3.7

instructing any Representative under the Finance Documents.

17.

MITIGATION BY THE LENDERS

17.1

Mitigation

17.1.1

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances

which arise and which would result in any Facility ceasing to be available or any amount becoming payable under

or pursuant to, or cancelled pursuant to, any of Clause

 (Illegality), Clause

 (Tax gross-up and indemnities) or

Clause

 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance

Documents to another Affiliate.

17.1.2

Clause

 above does not in any way limit the obligations of any Obligor under the Finance Documents.

17.2

Limitation of liability

17.2.1

The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that

Finance Party as a result of steps taken by it under Clause

 (Mitigation).

17.2.2

A Finance Party is not obliged to take any steps under Clause

 (Mitigation) if, in the opinion of that Finance

Party (acting reasonably), to do so might be prejudicial to it.

18.

COSTS AND EXPENSES

18.1

Transaction expenses

The Borrower shall, promptly on demand, pay the Facility Agent and the Arranger the amount of all costs and expenses

(including reasonable or agreed legal fees and costs relating to site visits) reasonably incurred by any of them in

connection with the negotiation, preparation, printing, execution, syndication and perfection of:

18.1.1

this Agreement and any other documents referred to in this Agreement and the Transaction Security; and

18.1.2

any other Finance Documents executed after the date of this Agreement.

18.2

Amendment costs

If:

18.2.1

an Obligor requests an amendment, waiver or consent; or

18.2.2

there is any change in law or any regulation which requires an amendment, waiver or consent under the Finance

Documents,

42

the Borrower shall, within three Business Days of demand, reimburse each Finance Party for the amount of all costs and

expenses (including legal fees) reasonably incurred by that Finance Party (and by any Representative appointed by such

Finance Party) in responding to, evaluating, negotiating or complying with that request or requirement.

18.3

Enforcement and preservation costs

The Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses

(including legal fees on the scale between attorney and own client whether incurred before or after judgment) incurred by

it in connection with the enforcement of or the preservation of any rights under any Finance Document and the Transaction

Security and any proceedings instituted by or against a Finance Party as a consequence of taking or holding the

Transaction Security or enforcing these rights.

43

SECTION 7

GUARANTEE

19.

GUARANTEE AND INDEMNITY

19.1

Guarantee and indemnity

19.2

Each Guarantor irrevocably and unconditionally jointly and severally, as a principal obligor and not merely as a surety

on the basis of discrete obligations enforceable against it:

19.2.1

guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor's obligations under

the Finance Documents;

19.2.2

undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in

connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was

the principal obligor; and

19.2.3

agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or

illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand

against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for

such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date

when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount

it would have had to pay under this Clause

 if the amount claimed had been recoverable on the basis of a

guarantee.

19.3

Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under

the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

19.4

Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those

obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other

disposition which is avoided or must be restored in insolvency, business rescue proceedings, liquidation, administration,

winding up or otherwise, without limitation, then the liability of each Guarantor under this Clause

 will continue or be

reinstated as if the discharge, release or arrangement had not occurred.

19.5

Waiver of defences

19.5.1

The obligations of each Guarantor under this Clause

 will not be affected by an act, omission, matter or thing

which, but for this Clause

, would reduce, release or prejudice any of its obligations under this Clause

 (without

limitation and whether or not known to it or any Finance Party) including:

(a)

any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)

the release of any other Obligor or any other person under the terms of any composition or arrangement with

any creditor of any member of the Group;

(c)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up

or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation

or non-observance of any formality or other requirement in respect of any instrument or any failure to realise

the full value of any security;

(d)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or

status of an Obligor or any other person;

(e)

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not

more onerous) or replacement of a Finance Document or any other document or security including, without

44

limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any

new facility under any Finance Document or other document or security;

(f)

any unenforceability, illegality, invalidity, suspension or cancellation of any obligation of any person under

any Finance Document or any other document or security; or

(g)

any insolvency, liquidation, winding up, business rescue or similar proceedings (including, but not limited

to, receipt of any distribution made under or in connection with those proceedings).

19.6

Guarantor intent

Without prejudice to the generality of Clause

 (

Waiver of defences

), each Guarantor expressly confirms that it intends

that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition

of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents

for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working

capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing

any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for

which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses

associated with any of the foregoing.

19.7

Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to

proceed against or enforce any other rights or security or claim payment from any person before claiming from that

Guarantor under this Clause

. This waiver applies irrespective of any law or any provision of a Finance Document to

the contrary.

19.8

Appropriations

19.8.1

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance

Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a)

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party

(or any agent or other person on its behalf) in respect of those amounts, or apply and enforce the same in

such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be

entitled to the benefit of the same; and

(b)

hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any

Guarantor's liability under this Clause

19.9

Deferral of Guarantors' rights

19.9.1

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance

Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Guarantor will

exercise any rights which it may have by reason of performance by it of its obligations under the Finance

Documents or by reason of any amount being payable, or liability arising, under this Clause

(a)

to be indemnified by an Obligor;

(b)

to claim any contribution from any other guarantor of or provider of security for any Obligor's obligations

under the Finance Documents;

(c)

to take the benefit (in whole or in part and whether by way of subrogation, cession of action or otherwise) of

any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken

pursuant to, or in connection with, the Finance Documents by any Finance Party;

(d)

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any

obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under

Clause

 (

Guarantee and indemnity

);

45

(e)

to exercise any right of set-off against any Obligor; and/or

(f)

to claim, rank, prove or vote as a creditor or shareholder of any Obligor in competition with any Finance

Party.

19.9.2

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit,

payment or distribution to the extent necessary to enable all amounts which may be or become payable to the

Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for,

or otherwise for the benefit of, the Finance Parties and shall promptly pay or transfer the same to the Facility Agent

or as the Facility Agent may direct for application in accordance with Clause

 (

.

19.10

Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently

held by any Finance Party.

46

SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

20.

REPRESENTATIONS

Each Obligor (other than K2020 and K2021) makes the representations and warranties set out in this Clause

 to each Finance

Party. A reference in this Clause to "it" or "its" includes, unless the context otherwise requires, each Obligor. The Finance

Parties enter into the Finance Documents to which they are party on the strength of and relying on the representations and

warranties set out in this Clause

, each of which is a separate representation and warranty, given without prejudice to any

other representation or warranty and is deemed to be a material representation or warranty (as applicable) inducing the Finance

Parties to enter into the Finance Documents.

20.1

Status

20.1.1

It is a limited liability corporation, duly incorporated and validly existing under the law of its Original Jurisdiction.

20.1.2

Each of its Subsidiaries is a limited liability corporation, duly incorporated and validly existing under the law of its

jurisdiction of incorporation.

20.1.3

It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

20.2

Binding obligations

20.2.1

The obligations expressed to be assumed by it in each Finance Document to which it is a party are legal, valid,

binding and enforceable obligations.

20.2.2

Without limiting the generality of Clause

 above, each Transaction Security Document to which it is a party

creates the Security which that Transaction Security Document purports to create and that Security is valid and

effective.

20.3

Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents and the granting

of the Transaction Security do not and will not conflict with:

20.3.1

any law or regulation applicable to it;

20.3.2

the constitutional documents of any member of the Group; or

20.3.3

any agreement or instrument binding upon it or any member of the Group or any of its or any member of the Group's

assets or constitute a default or termination event (however described) under any such agreement or instrument.

20.4

Power and authority

20.4.1

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into,

performance and delivery of, the Finance Documents to which it is or will be a party and the transactions

contemplated by those Finance Documents.

20.4.2

No limit on its powers will be exceeded as a result of the borrowing, grant of security or giving of guarantees or

indemnities contemplated by the Finance Documents to which it is a party.

20.5

Validity and admissibility in evidence

20.5.1

All Authorisations required or desirable:

(a)

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents

to which it is a party; and

(b)

to make the Finance Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

47

have been obtained or effected and are in full force and effect.

20.5.2

All Authorisations necessary for the conduct of the business, trade and ordinary activities of members of the Group

have been obtained or effected and are in full force and effect.

20.6

Acquisition Documents 

20.6.1

The Acquisition Documents contain all the terms of the Acquisition.

20.6.2

Each Acquisition Document to which it is a party is in full force and effect.

20.6.3

It is not in unremedied breach of any of its obligations under any Acquisition Document.

20.6.4

There have been no amendments to any Acquisition Document from the form provided to the Facility Agent

pursuant to Clause

 (

), other than any amendment permitted pursuant to Clause

(

).

20.7

Governing law and enforcement

20.7.1

The choice of governing law of the Finance Documents will be recognised and enforced in its Relevant

Jurisdictions.

20.7.2

Any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance

Document will be recognised and enforced in its Relevant Jurisdictions.

20.8

Insolvency and Financial Distress

20.8.1

No:

(a)

corporate action, legal proceeding or other procedure or step described in Clause

 (Insolvency

proceedings); or

(b)

creditors' process described in Clause

 (Creditors' process),

has been taken or, to the knowledge of the Borrower, threatened in relation to any Obligor, Security Provider or

member of the Group other than Cash Connect Collateral Rentals Holding Trust (Masters reference number

IT3206/2011) and Cash Connect Management Solutions Employee Incentive Trust (Masters reference number

IT2102/2021); and none of the circumstances described in Clause

 (Insolvency) applies to any Obligor,

Security Provider or member of the Group.

20.8.2

Neither it nor any other Obligor, Security Provider or any member of the Group is Financially Distressed (as defined

in the Companies Act, 2008). 

20.9

No filing or stamp taxes

Under the laws of its Relevant Jurisdiction it is not necessary that the Finance Documents be filed, recorded or enrolled

with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be

paid on or in relation to the Finance Documents or the transactions contemplate d by the Finance Documents. 

20.10

Deduction of Tax

It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance

Document.

20.11

No default

20.11.1

No Event of Default and, on the date of this Agreement and the Closing Date, no Default is continuing or is

reasonably likely to result from the making of any Loan or the entry into, the performance of, or any transaction

contemplated by, any Finance Document.

48

20.11.2

No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving

of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default

or termination event (however described) under any other agreement or instrument which is binding on it or any of

its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject which has or is reasonably likely to

have a Material Adverse Effect.

20.12

Base Case Model

The Base Case Model has been prepared on the basis of, amongst other things, historical financial statements which were

prepared in accordance with IFRS for SMEs and as applied to the Original Financial Statements, and the financial

projections contained in the Base Case Model have been prepared on the basis of recent historical information, are fair

and based on reasonable assumptions and have been approved by the board of directors of the Borrower.

20.13

Financial Statements

20.13.1

The Original Financial Statements were prepared in accordance with IFRS for SMEs consistently applied.

20.13.2

The audited Original Financial Statements fairly present its financial condition and its results of operations during

the relevant financial year.

20.13.3

There has been no material adverse change in its assets, business or financial condition (or the assets, business or

consolidated financial condition of the Group), since the date of the Original Financial Statements.

20.13.4

Its most recent financial statements delivered pursuant to Clause

 (Financial statements):

(a)

have been prepared in accordance with IFRS or IFRS for SMEs (as applicable) as applied to the Original

Financial Statements; and

(b)

fairly present its consolidated financial condition as at the end of, and its consolidated results of operations

for, the period to which they relate.

20.13.5

The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been

prepared in good faith on the basis of recent historical information and on the basis of assumptions which were

reasonable as at the date they were prepared and supplied.

20.14

No proceedings

Except as expressly set out in

 (

):

20.14.1

no litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or

agency have (to the best of its knowledge and belief, having made due and careful enquiry) been started or

threatened against it or any of its Subsidiaries;

20.14.2

no judgment or order of a court, arbitral body or agency has (to the best of its knowledge and belief, having made

due and careful enquiry) been made against it or any of its Subsidiaries which remains outstanding.

20.15

No breach of laws

20.15.1

It has not (and no member of the Group has) breached any law or regulation which breach has or is reasonably

likely to have a Material Adverse Effect.

20.15.2

No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry),

threatened against any member of the Group which have or are reasonably likely to have a Material Adverse Effect.

20.16

Environmental laws

20.16.1

Each member of the Group is in compliance with Clause

) and (to the best of its

knowledge and belief, having made due and careful enquiry) no circumstances have occurred which would prevent

such compliance in a manner or to an extent which has or is reasonably likely to have a Material Adverse Effect.

49

20.16.2

No Environmental Claim has been commenced or (to the best of its knowledge and belief, having made due and

careful enquiry) is threatened against any member of the Group where that claim has or is reasonably likely, if

determined against that member of the Group, to have a Material Adverse Effect.

20.16.3

The cost to the Group of compliance with Environmental Laws (including Environmental Permits) is (to the best

of its knowledge and belief, having made due and careful enquiry) adequately provided for in the Base Case Model

and the cost of compliance with the recommendations contained in the Environmental Report is adequately

provided for in the Base Case Model.

20.17

Taxation

20.17.1

It is not (and no member of the Group is) overdue in the filing of any Tax returns and it is not (and no member of

the Group is) overdue in the payment of any amount in respect of Tax.

20.17.2

No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any member

of the Group) with respect to Taxes.

20.17.3

It is resident for Tax purposes only in its Original Jurisdiction.

20.18

Anti-corruption law

Except as expressly set out in

 (

), each member of the Group has conducted its

businesses in compliance with applicable anti-corruption laws and has instituted and maintained policies and procedures

designed to promote and achieve compliance with such laws.

20.19

Security and Financial Indebtedness

Except as expressly set out in

 (

):

20.19.1

no Security or Quasi-Security exists over all or any of the present or future assets of any member of the Group

other than the Permitted Security;

20.19.2

no member of the Group has any Financial Indebtedness outstanding other than the Permitted Financial

Indebtedness.

20.20

Ranking

The Transaction Security has or will have first ranking priority and it is not subject to any prior ranking or pari passu

ranking Security.

20.21

Sanctions

No Obligor is (and no member of the Group is) party to or participates in any Sanctioned Transaction, has contravened

any Sanctions or is targeted under any Sanctions. 

20.22

Good title to assets

It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate

Authorisations to use, the assets necessary to carry on its business as presently conducted.

20.23

Legal and beneficial ownership

It and each of its Subsidiaries is the sole legal and beneficial owner of the respective assets over which it purports to grant

Security.

20.24

Shares

20.24.1

The shares of any member of the Group which are subject to the Transaction Security are fully paid and not subject

to any option to purchase or similar rights which have not been waived. 

50

20.24.2

The constitutional documents of companies whose shares are subject to the Transaction Security do not and could

not restrict or inhibit any transfer of those shares on creation or enforcement of the Transaction Security. 

20.24.3

There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call

for the issue or allotment of, any share or loan capital of any member of the Group (including any option or right

of pre-emption or conversion) other than under the management incentive scheme approved by the Facility Agent.

20.25

Intellectual Property

It:

20.25.1

is the sole legal and beneficial owner of or has licensed to it on normal commercial terms all the Intellectual Property

which is material in the context of its business and which is required by it in order to carry on its business as it is

being conducted on the date of this Agreement and as contemplated in the Base Case Model;

20.25.2

does not, in carrying on its businesses, infringe any Intellectual Property of any third party in any respect; and

20.25.3

has taken all formal or procedural actions (including payment of fees) required to maintain any material Intellectual

Property owned by it.

20.26

Accounting Reference Date

The accounting reference date of each member of the Group is the Accounting Reference Date.

20.27

No adverse consequences

20.27.1

It is not necessary under the laws of its Relevant Jurisdictions:

(a)

in order to enable any Finance Party to enforce its rights under any Finance Document; or

(b)

by reason of the execution of any Finance Document or the performance by it of its obligations under any

Finance Document,

that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of its Relevant

Jurisdictions.

20.27.2

No Finance Party is or will be deemed to be resident, domiciled or carrying on business in its Relevant Jurisdictions

by reason only of the execution, performance and/or enforcement of any Finance Document.

20.28

Times when representations made

20.28.1

All the representations and warranties in this Clause

 are made by each of the Obligors on the date of this

Agreement.

20.28.2

All the representations and warranties in this Clause

 are deemed to be made by each of the Obligors on the

Closing Date.

20.28.3

The Repeating Representations are deemed to be made by each Obligor:

(a)

on the date of the Utilisation Request;

(b)

on the Utilisation Date; and

(c)

on the first day of each Interest Period.

20.28.4

Each representation and warranty in this Clause

 is deemed to be made by each Additional Obligor on the day

which it becomes (or it is proposed that it becomes) an Additional Obligor.

20.28.5

Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made

by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

51

20.29

K2020 and K2021

20.29.1

K2020 makes the representations and warranties set out in clause 18 to the K2020 Facility Agreement

mutatis

mutandis

 in relation to this Agreement to each Finance Party. 

20.29.2

K2021 makes the representations and warranties set out in clause 18 to the K2020 Facility Agreement as if a

reference to K2020 were a reference to K2021 and

mutatis mutandis

 in relation to this Agreement to each Finance

Party.

20.29.3

The Finance Parties enter into the Finance Documents to which they are party on the strength of and relying on the

representations and warranties made pursuant to Clauses

 and

, each of which is a separate

representation and warranty, given without prejudice to any other representation or warranty and is deemed to be a

material representation or warranty (as applicable) inducing the Finance Parties to enter into the Finance

Documents.

20.29.4

The expiry or termination of the K2020 Facility Agreement will not affect the provisions of this Clause

 will

continue in force or which of necessity must continue to apply after that expiry or termination.

21.

INFORMATION UNDERTAKINGS

21.1

The undertakings in this Clause

 remain in force from the date of this Agreement for so long as any amount is

outstanding under the Finance Documents or any Commitment is in force.

21.2

In this Clause

21.2.1

Annual Financial Statements means the financial statements for a Financial Year delivered pursuant Clause

(

21.2.2

Quarterly Management Accounts means the management accounts delivered pursuant to Clause

 (Financial

statements).

21.3

Financial statements

The Borrower shall supply to the Facility Agent in sufficient copies for all the Lenders:

21.3.1

as soon as they are available, but in any event within 180 days after the end of each of its Financial Years (or such

other period agreed to by the Facility Agent), its audited consolidated financial statements for that Financial Year;

21.3.2

as soon as they are available, but in any event within 75 days after the end of each quarter of each of its financial

years (other than those for the fourth quarter of any financial year which shall be provided within 90 days after the

end of that quarter), its quarterly management accounts (which shall include, without limitation, a cash flow

statement, income statement and balance sheet on a year-to-year basis) for that quarter on a consolidated basis for

that quarter as well as a cash flow statement, income statement and balance sheet on a year-to-year basis for each

other Obligor.

21.4

Provision and contents of Compliance Certificate

21.4.1

The Borrower shall supply a Compliance Certificate to the Facility Agent with each set of its Annual Financial

Statements and each set of management accounts for a quarter.

21.4.2

The Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance

with Clause

 (Financial Covenants).

21.4.3

Each Compliance Certificate shall be signed by the financial director and one other director of the Borrower.

21.5

Requirements as to financial statements

21.5.1

The Borrower shall procure that each set of Annual Financial Statements and Quarterly Management Accounts

includes a balance sheet and income statement. In addition the Borrower shall procure that:

52

(a)

each set of its Annual Financial Statements shall be audited by the Auditors;

(b)

each set of Quarterly Management Accounts is accompanied by a statement by the directors of the Borrower

highlighting any material developments or proposals affecting the cashflow of the Group, including

Consolidated EBITDA, revenue, net income and capital expenditure.

21.5.2

Each set of financial statements delivered pursuant to Clause

 (Financial statements) (other than the Quarterly

Management Accounts):

(a)

shall be certified by the finance director and one other director of the relevant company as fairly presenting

its financial condition and operations as at the date as at which those financial statements were drawn up;

(b)

in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the

directors of the Borrower comparing actual performance for the period to which the financial statements

relate to the actual performance for the corresponding period in the preceding Financial Year of the Group;

and

shall be prepared using IFRS or IFRS for SMEs (as applicable), accounting practices and financial reference

periods consistent with those applied in the preparation of the Original Financial Statements, unless, in

relation to any set of financial statements, the Borrower notifies the Facility Agent that there has been a

change in IFRS or IFRS for SMEs (as applicable) or the accounting practices and the Auditors deliver to the

Facility Agent:

(i)

a description of any change necessary for those financial statements to reflect IFRS or IFRS for SMEs

(as applicable) or accounting practices upon which the Base Case Model or, the Original Financial

Statements were prepared; and

(ii)

sufficient information, in form and substance as may be reasonably required by the Facility Agent, to

enable the Lenders to determine whether Clause

 (Financial covenants) has been complied with and

to make an accurate comparison between the financial position indicated in those financial statements

and the Base Case Model or the Original Financial Statements.

21.5.3

Any reference in this Agreement to any financial statements shall be construed as a reference to those financial

statements as adjusted to reflect the basis upon which the Base Case Model or, as the case may be, the Original

Financial Statements were prepared.

21.5.4

If the Facility Agent wishes to discuss the financial position of any member of the Group with the auditors of that

member of the Group, the Facility Agent may notify the Borrower, stating the questions or issues which the Facility

Agent wishes to discuss with those auditors. In this event, the Borrower must ensure that those auditors are

authorised (at the expense of the Borrower):

(a)

to discuss the financial position of the relevant member of the Group with the Facility Agent on request from

the Facility Agent; and

(b)

to disclose to the Facility Agent for the Finance Parties any information which the Facility Agent may

reasonably request.

21.6

Presentations

Once in every Financial Year, or more frequently if requested to do so by the Facility Agent if the Facility Agent

reasonably suspects a Default is continuing or may have occurred or may occur, at least one director and the chief financial

officer of the Borrower must give a presentation to the Finance Parties about the on-going business and financial

performance of the Group.

21.7

Board packs

The Borrower shall, on request by the Facility Agent, deliver to the Facility Agent, in sufficient copies for all Lenders, at

the same time they are distributed to the relevant board of directors, copies of all board packs submitted to the board of

directors of an Obligor.

53

21.8

Year -end

No Obligor shall change its Accounting Reference Date other than to the Accounting Reference Date set out in

Clause

21.9

Information: miscellaneous

21.9.1

The Borrower shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so

requests):

(a)

copies of all documents dispatched by an Obligor to:

(i)

its creditors (or any class of them) generally; or

(ii)

its shareholders (or any class of them) generally pursuant to any applicable law or regulation,

in each case, at the same time as they are dispatched;

(b)

promptly upon becoming aware of them, details and copies of any changes proposed to or made to its

constitutional documents or the constitutional documents of it or any other Obligor (including the filing of

any Memorandum of Incorporation under the Companies Act), where such changes do, or are reasonably

likely to, adversely affect the interests of the Finance Parties;

(c)

promptly upon becoming aware of them, the details of any litigation, arbitration, administrative proceedings,

liquidation applications, winding up applications or business rescue applications which are current,

threatened or pending against it or any other member of the Group, and, in the case of any litigation,

arbitration or administrative proceedings, involve liability in an aggregate amount which (together with any

other liability in respect of litigation, arbitration or administrative proceedings) is in excess of R10,000,000;

and

(d)

promptly, such further information regarding the financial condition, business and operations of it or any

other member of the Group as any Finance Party (through the Facility Agent) may reasonably request.

21.10

Notification of default

21.10.1

Each Obligor shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly

upon becoming aware of its occurrence.

21.10.2

Promptly upon a request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate signed

by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is

continuing, specifying the Default and the steps, if any, being taken to remedy it).

21.11

"Know your customer" checks

21.11.1

If:

(a)

the introduction of or any change in (or in the interpretation, administration or application of) any law or

regulation made after the date of this Agreement;

(b)

any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of

this Agreement; or

(c)

a proposed transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is

not a Lender prior to such transfer,

obliges the Facility Agent or any Lender (or, in the case of paragraph

 above, any prospective new Lender) to

comply with "know your customer" or similar identification procedures (whether in terms of the Financial

Intelligence Centre Act, 2001 or otherwise) in circumstances where the necessary information is not already

available to it, each Obligor shall promptly upon the request of the Facility Agent or any Lender supply, or procure

the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself

54

or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph

 above,

on behalf of any prospective new Lender) in order for the Facility Agent, such Lender or, in the case of the event

described in paragraph

 above, any prospective new Lender to carry out and be satisfied it has complied with all

necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the

transactions contemplated in the Finance Documents.

21.11.2

Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such

documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for the

Facility Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar

checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance

Documents.

21.11.3

The Borrower shall, by not less than 10 Business Days' prior written notice to the Facility Agent, notify the Facility

Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an

Additional Obligor pursuant to Clause

 (

).

21.11.4

Following the giving of any notice pursuant to Clause

 above, if the accession of such Additional Obligor

obliges the Facility Agent or any Lender to comply with "know your customer" or similar identification procedures

in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon

the request of the Facility Agent or any Lender supply, or procure the supply of, such documentation and other

evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for

itself or on behalf of any prospective new Lender) in order for the Facility Agent or such Lender or any prospective

new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar

checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as

an Additional Obligor.

22.

FINANCIAL COVENANTS

22.1

Financial Definitions

In this Agreement:

22.1.1

Borrowings

 means, at any time, the aggregate outstanding principal, capital or nominal amount (and any fixed or

minimum premium payable on prepayment or redemption) of any indebtedness of the members of the Covenant

Group for or in respect of:

(a)

moneys borrowed, credit provider and debit balances at banks or other financial institutions;

(b)

any acceptances under any acceptance credit or bill discount facility (or dematerialised equivalent);

(c)

any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)

any Finance Lease;

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis

and meet any requirements for de-recognition under IFRS or IFRS for SMEs (as applicable));

(f)

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or

any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity

which is not a member of the Covenant Group which liability would fall within one of the other paragraphs

of this definition;

(g)

any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) or are

otherwise classified as borrowings under IFRS or IFRS for SMEs (as applicable);

(h)

any amount of any liability under an advance or deferred purchase agreement if:

(i)

one of the primary reasons behind the entry into the agreement is to raise finance or to finance the

acquisition or construction of the asset or service in question; or 

55

(ii)

the agreement is in respect of the supply of assets or services and payment is due more than 90 days

after the date of supply;

(i)

any amount raised under any other transaction (including any forward sale or purchase agreement, sale and

sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise

classified as borrowings under IFRS or IFRS for SMEs (as applicable); and

(j)

(without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the

items referred to in paragraphs

 to

 above,

but shall exclude any debt which has been subordinated on terms acceptable to the Facility Agent.

22.1.2

Capital Expenditure

 means any expenditure or obligation in respect of expenditure which, in accordance with

IFRS or IFRS for SMEs (as applicable), is treated as capital expenditure.

22.1.3

Cashflow

 means, in respect of any Measurement Period, Consolidated EBITDA for that Measurement Period after:

(a)

adding the amount of any decrease (and deducting the amount of any increase) in Working Capital for that

Measurement Period (save for any decrease or increase in relation to activities where the Covenant Group

acted as agent);

(b)

adding the amount of any cash receipts (and deducting the amount of any cash payments) during that

Measurement Period in respect of any Exceptional Items not already taken account of in calculating

Consolidated EBITDA for any Measurement Period (other than, in the case of cash receipts, Relevant

Proceeds);

(c)

adding the amount of any cash receipts during that Measurement Period in respect of any Tax rebates or

credits and deducting the amount actually paid or due and payable in respect of Taxes during that

Measurement Period by any member of the Covenant Group;

(d)

adding (to the extent not already taken into account in determining Consolidated EBITDA) the amount of

any dividends or other profit distributions received in cash by any member of the Group during that

Measurement Period from any entity which is itself not a member of the Group and deducting (to the extent

not already deducted in determining Consolidated EBITDA) the amount of any dividends paid in cash during

the Measurement Period to minority shareholders in members of the Group;

(e)

adding the amount of any increase in provisions, other non-cash debits and other non -cash charges (which

are not Current Assets or Current Liabilities) and deducting the amount of any non-cash credits (which are

not Current Assets or Current Liabilities) in each case to the extent taken into account in establishing

Consolidated EBITDA;

(f)

deducting the amount of any Capital Expenditure actually made (or due to be made) in cash for the purposes

of maintenance during that Measurement Period by any member of the Covenant Group except (in each case)

to the extent funded from:

(i)

the proceeds of any Disposal or insurance claims permitted to be retained for this purpose; or

(ii)

New Shareholder Injections;

(g)

deducting the amount of any expansionary Capital Expenditure actually made (or due to be made) in cash

during that Measurement Period by any member of the Covenant Group except (in each case) to the extent

it:

(i)

has been approved by the board of the relevant member of the Group;

(ii)

is disclosed to the Facility Agent in a schedule of projected Capital Expenditure delivered to it with

the Compliance Certificate for the next six months;

(h)

deducting the amount of any trade payable in relation to any Excess Inventory;

56

(i)

adding the amount of any trade payable in relation to any Excess Inventory as calculated at the beginning of

the Measurement Period,

and so that no amount shall be added (or deducted) more than once.

22.1.4

Consolidated EBITDA

 means, in respect of any Measurement Period, the consolidated EBITDA of the Covenant

Group.

22.1.5

Covenant Group

 means each member of the Group other than K2021 and K2020 Limited.

22.1.6

Current Assets

 means the aggregate (on a consolidated basis) of all inventory, work in progress, trade and other

receivables of each member of the Covenant Group including prepayments in relation to operating items and sundry

debtors (but excluding Cash and Cash Equivalent Investments) expected to be realised within twelve months from

the date of computation but

excluding

 amounts in respect of:

(a)

receivables in relation to Tax;

(b)

Exceptional Items and other non-operating items;

(c)

insurance claims; and

(d)

any interest owing to any member of the Covenant Group.

22.1.7

Current Liabilities

 means the aggregate (on a consolidated basis) of all liabilities (including trade creditors,

accruals and provisions) of each member of the Covenant Group expected to be settled within 12 months from the

date of computation but

excluding

 amounts in respect of:

(a)

liabilities for Borrowings and Finance Charges;

(b)

liabilities for Tax;

(c)

Exceptional Items and other non-operating items approved by the Facility Agent; and

(d)

insurance claims; and.

(e)

liabilities in relation to dividends declared but not paid by a member of the Covenant Group.

22.1.8

Debt Service

 means, in respect of any Measurement Period, the aggregate of:

(a)

Net Finance Charges for that Measurement Period;

(b)

all scheduled and mandatory repayments of Borrowings falling due during that Measurement Period but

excluding:

(i)

any amounts falling due under any GBF Documents and which were available for simultaneous

redrawing according to the terms of that facility; and

(ii)

for the avoidance of doubt, any mandatory prepayment made pursuant to Clause

 (

); and

(c)

the amount of the capital element of any payments in respect of that Measurement Period payable under any

Finance Lease entered into by any member of the Covenant Group,

and so that no amount shall be included more than once.

22.1.9

Debt Service Cover

 means the ratio of Cashflow to Debt Service in respect of any Measurement Period.

22.1.10

EBITDA

, in relation to any Measurement Period and to a member of the Covenant Group, means the operating

income of that member of the Covenant Group for that period, without taking any account of the following items

(without double counting):

57

(a)

any interest accrued as an obligation of, or owed to, any member of the Covenant Group, whether or not

paid, deferred or capitalised during that period;

(b)

any amount of Tax on profits, gains or income paid or payable by that member of the Covenant Group and

any amount of any rebate or credit in respect of Tax on profits, gains or income received or receivable by

that member of the Covenant Group;

(c)

any depreciation or amortisation whatsoever, and any charge for impairment or any reversal in that period of

any previous impairment charge;

(d)

any loss or gain (as applicable) against book value incurred by that member of the Covenant Group on the

Disposal of any asset (other than trading stock or motor vehicles) during that period and any gain arising on

any revaluation of an asset during that period;

(e)

any unrealised gains or losses due to exchange rate movements which are reported through the income

statement;

(f)

any unrealised gains or losses on any financial instrument (other than any financial instrument which is

accounted for on a hedge accounting basis) which are reported through the income statement;

(g)

any Exceptional Items approved by the Facility Agent in writing before the applicable Measurement Date;

(h)

any Transaction Expenses,

and shall include the amount of Cash received by that member of the Covenant Group from an associate or

investment (which is not a member of the Covenant Group) in which that member of the Covenant Group has an

ownership interest in the ordinary course of business.

22.1.11

Exceptional Items

 means any exceptional, one off, non-recurring or extraordinary items, including (but not limited

to) material items of an unusual or non-recurring nature which represent gains or losses on:

(a)

the restructuring of the activities of an entity and reversals of any provisions for the cost of restructuring;

(b)

disposals, revaluations, write downs or impairment of non-current assets or any reversal of any write down

or impairment;

(c)

disposals of assets associated with discontinued operations; and

(d)

disposals of assets associated with discontinued operations;

(e)

to the extent not included in (a) to (d) above, any other non-cash add backs or series of non -cash add backs

or other exceptional items (in the determination of the Facility Agent).

22.1.12

Excess Inventory

 means the difference between the current airtime inventory of the members of the Covenant

Group and the average daily cost of airtime inventory sold for the most recent month multiplied by 3.5.

22.1.13

Finance Charges

 means, for any Measurement Period, the aggregate amount of the accrued interest, commission,

fees, discounts, prepayment fees, premiums or charges and other finance payments in respect of Borrowings paid

or payable by any member of the Covenant Group (calculated on a consolidated basis) in cash or capitalised in

respect of that Measurement Period:

(a)

excluding

 any upfront fees or costs;

(b)

including

the interest (but not the capital) element of payments in respect of Finance Leases;

(c)

excluding

 any payments on Operating Leases;

(d)

including

 any commission, fees, discounts and other finance payments payable by (and deducting any such

amounts payable to) any member of the Covenant Group under any interest rate hedging arrangement, but

excluding any unrealised gains or losses under any such hedging arrangement;

58

and so that no amount shall be added (or deducted) more than once.

22.1.14

Finance Lease

 means any lease or hire purchase contract, a liability under which would, in accordance with the

Accounting Principles in force, be treated as a balance sheet liability, save for any Operating Lease.

22.1.15

Financial Half-Year

 means the first six months after the Accounting Reference Date of the Borrower.

22.1.16

Financial Year

 means the annual accounting period of the Group ending on the Accounting Reference Date.

22.1.17

Interest Cover

 means the ratio of Consolidated EBITDA to Net Finance Charges in respect of any Measurement

Period.

22.1.18

Leverage Ratio

 means, in respect of any Measurement Period, the ratio of Total Debt on the last day of that

Measurement Period to Consolidated EBITDA in respect of that Measurement Period.

22.1.19

Measurement Date

means the last day of the Financial Year and the last day of each other quarter.

22.1.20

Measurement Period

 means each period of 12 months ending on a Measurement Date.

22.1.21

Net Finance Charges

 means, for any Measurement Period, the Finance Charges for that Measurement Period after

deducting:

(a)

any interest accruing in respect of subordinated debt instruments, provided that such subordinated debt

instruments are subordinated on terms acceptable to the Facility Agent; 

(b)

any interest payable in that Measurement Period to any member of the Covenant Group (other than by another

member of the Covenant Group) on any Cash or Cash Equivalent Investment.

22.1.22

New Shareholder Injections

 means the aggregate amount subscribed for by any person (other than a member of

the Covenant Group) for ordinary shares in the Borrower or for subordinated loans or other subordinated debt

instruments in the Borrower, provided that such subordinated loans or other subordinated debt instruments are

subordinated on terms acceptable to the Facility Agent.

22.1.23

Operating Lease

 means any lease contract (concluded either prior to or after 1 January, 2019), which would have

been classified as an operating lease under IAS17 prior to 1 January, 2019 and, solely as a result of the adoption of

IFRS16, with effect from 1 January, 2019 is now classified as a finance lease.

22.1.24

Relevant Proceeds

 means Disposal Proceeds or Insurance Proceeds (each as defined in Clause

 (

)).

22.1.25

Total Debt

 means, at any time, the aggregate amount of all obligations of the members of the Covenant Group for

or in respect of Borrowings at that time but:

(a)

excluding

any such obligations to any other member of the Covenant Group;

(b)

excluding

any debt provided by the shareholders of the Borrower to the Borrower that is subordinated on

terms acceptable to the Facility Agent; and

(c)

including

, in the case of Finance Leases only, their capitalised value,

and so that no amount shall be included or excluded more than once.

22.1.26

Transaction Costs

 means any non-recurring, once-off transaction costs (including legal, advisory and other

professional fees and costs, front-end fees payable under the Finance Documents and the Acquisition Documents

incurred and paid for by a member of the Covenant Group in connection with the Acquisition within a period of

twelve months from the Closing Date.

22.1.27

Working Capital

 means, on any date, Current Assets less Current Liabilities.

59

22.2

Financial condition

The Borrower shall ensure that:

22.2.1

Debt Service Cover:

The Obligors shall ensure that the Debt Service Cover for any Measurement Period shall not be less than the ratio

set out in column 2 below opposite that Measurement Period:

Measurement Period

Ratio

[Column 1]

[Column 2]

Each Measurement Period ending before or on 31 December, 2022:

1.20 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2023:

1.20 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2024:

1.20 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2025:

1.20 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2026:

1.20 : 1

22.2.2

Interest Cover:

The Obligors shall ensure that the Interest Cover for any Measurement Period shall not be less than the ratio set out

in column 2 below opposite that Measurement Period:

Measurement Period

Ratio

[Column 1]

[Column 2]

Each Measurement Period ending before or on 31 December, 2022:

2.50 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2023:

3.00 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2024:

3.50 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2025:

3.50 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2026:

3.50 : 1

22.2.3

Leverage Ratio:

The Obligors shall ensure that the Leverage Ratio for any Measurement Period shall not be more than the ratio set

out in column 2 below opposite that Measurement Period:

60

Measurement Period

Ratio

[Column 1]

[Column 2]

Closing Date

3.75 : 1

Each Measurement Period ending before or on 31 December, 2022:

3.50 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2023:

3.25 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2024:

2.75 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2025:

2.50 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2026:

2.25 : 1

22.3

Financial testing

22.3.1

The financial covenants set out in Clause

 (

) shall be calculated in accordance with IFRS or

IFRS for SMEs (as applicable) and tested by reference to each of the financial statements delivered pursuant to

Clauses

 and

 (Financial statements) and/or each Compliance Certificate delivered pursuant to

Clause

 (Provision and contents of Compliance Certificate).

22.3.2

In respect of any Measurement Period ending on a Measurement Date occurring less than 12 months after the

Closing Date:

(a)

Net Finance Charges

 shall be calculated on a pro forma basis for the period from the beginning of that

Measurement Period until the Closing Date on the basis of annualising the actual Net Finance Charges from

the Closing Date until the end of that Measurement Period; and

(b)

Consolidated EBITDA

 shall be Consolidated EBITDA for the 12 month period ending on that Measurement

Date. 

22.4

Equity Cure

22.4.1

If:

(a)

as at a Measurement Date, any requirement of Clauses

,

 or

 is not met;

(b)

a Compliance Certificate to be delivered pursuant to Clause

 (

) will show, for any Measurement Period (the

Cure Measurement Period

) that there would be or

is likely to be a breach of Clause

 (

),

the Borrower:

(i)

may procure the provision of New Shareholder Injections in an amount sufficient to prevent or cure

the relevant breach in accordance with Clause

 (such amount, the

Equity Cure Proceeds

 and,

such right, an

Equity Cure Right

); and

(ii)

if such New Shareholder Injection is provided, shall procure that the Equity Cure Proceeds are applied

in prepayment of the Term Facilities, and shall apply no less than the Equity Cure Proceeds towards a

prepayment of the Term Facilities.

22.4.2

Any Equity Cure Proceeds must be provided and any Equity Cure Proceeds applied in prepayment of the Term

Facilities on or prior to the date (the

Equity Cure Prepayment Date

) occurring 45 days after the date on which

the Relevant Financial Undertaking was not met.

61

22.4.3

Upon receipt in cash of the Equity Cure Proceeds and the application of the Equity Cure Proceeds in accordance

with Clause

, the financial covenants shall be calculated for the Cure Measurement Period and the

immediately succeeding three Measurement Periods such that:

(a)

for the purposes of Leverage Ratio, the amount of the Equity Cure Proceeds applied in prepayment of the

Term Facilities shall be deemed to reduce the amount of Borrowings as at the Measurement Date falling at

the end of the Cure Measurement Period (the

Cure Measurement Date

), and the amount of Borrowings

resulting from such reduction shall be used in the calculation of the Leverage Ratio; and

(b)

for the purposes of the Interest Cover and the Debt Service Cover, the amount of the Equity Cure Proceeds

applied in prepayment of the Term Facilities shall be deemed (for this purpose only) to have been received

on the first day of the Cure Measurement Period and Net Finance Charges and Debt Service shall be

calculated to reflect such deemed prepayment (by excluding any Finance Charges and Debt Service in respect

of the amount deemed to have been received), and Net Finance Charges and Debt Service resulting from

such calculation shall be used in the calculation of the Interest Cover and the Debt Service Cover, 

in each case, making any further adjustment needed to ensure no double counting or accumulation of cure benefit,

and as evidenced by delivery of the Compliance Certificate for the Cure Measurement Period.

22.4.4

If after the financial covenants in Clause

 (

) are calculated, the breach has been prevented

or cured, the covenants in Clause

 (

) shall be deemed to have been satisfied on the Cure

Measurement Date as though no breach had ever occurred and any related Default shall be deemed never to have

occurred.

22.4.5

An Equity Cure Right may not be exercised:

(a)

in respect of two successive Measurement Periods; and

(b)

on more than three occasions during the term of the Facilities.

23.

GENERAL UNDERTAKINGS

The undertakings in this Clause

 remain in force from the date of this Agreement for so long as any amount is outstanding

under the Finance Documents or any Commitment is in force.

23.1

Authorisations

Each Obligor shall (and shall procure that each other member of the Group will) promptly:

23.1.1

obtain, comply with and do all that is necessary to maintain in full force and effect; and

23.1.2

supply certified copies to the Facility Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

(a)

enable it to perform its obligations under the Finance Documents; 

(b)

ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and

(c)

carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

23.2

Compliance with laws

Each Obligor shall (and shall ensure that each member of the Group will) comply in all respects with all laws to which it

may be subject, and obtain and comply with all permits and licenses, in each case, either (a) to the extent the same are

material to the conduct of its business, or (b) if failure so to comply has or is reasonably likely to have a Material Adverse

Effect.

62

23.3

Environmental compliance

23.3.1

Each Obligor shall (and shall ensure that each member of the Group will):

(a)

comply with all Environmental Laws;

(b)

obtain, maintain and ensure compliance with all requisite Environmental Permits; and

(c)

implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

23.4

Environmental Claims

23.4.1

Each Obligor shall, promptly upon becoming aware of the same, inform the Facility Agent in writing of:

(a)

any Environmental Claim against any member of the Group which is curr ent, pending or threatened; and

(b)

any facts or circumstances which are reasonably likely to result in any Environmental Claim being

commenced or threatened against any member of the Group,

where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material

Adverse Effect or would result in a financial liability for the Finance Parties.

23.5

Anti-corruption law

23.5.1

No Obligor shall (and shall ensure that no other member of the Group will) directly or indirectly use the proceeds

of the Facilities for any purpose which would breach the Prevention and Combatting of Corrupt Activities Act,

2004, the United Kingdom Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other

similar legislation in other jurisdictions.

23.5.2

Each Obligor shall (and shall ensure that each other member of the Group will):

(a)

conduct its businesses in compliance with applicable anti-corruption laws; and

(b)

maintain policies and procedures designed to promote and achieve compliance with such laws.

23.6

Sanctions

23.6.1

No Obligor shall (and shall ensure that no other member of the Group will):

(a)

contravene any Sanctions;

(b)

be a party to or participate in a Sanctioned Transaction in any manner.

23.6.2

Each Obligor shall (and shall ensure that each other member of the Group will) maintain and implement policies

and procedures designed to prevent it from being or becoming involved in a Sanctioned Transaction. 

23.7

Guarantor coverage

23.7.1

The Borrower shall ensure that, at all times after the Closing Date, the aggregate contribution of the Guarantors

(calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any

member of the Group) represents not less than 90.00 per cent. of the gross assets, Consolidated EBITDA and total

revenue of the Group.

23.7.2

If, at any time after the date of this Agreement:

(a)

it is demonstrated by reference to the financial statements of any Subsidiary and the consolidated financial

statements of the Group that any member of the Group is a Material Subsidiary; or

(b)

a member of the Group otherwise is or becomes a Material Subsidiary,

63

then, the Borrower shall, subject to Clause

 (Information Undertakings), promptly and in any event within 10

Business Days of the delivery of those financial statements procure that that Material Subsidiary becomes an

Additional Guarantor in the manner required by Clause

 (

).

23.8

Taxation

23.8.1

Each Obligor shall (and shall ensure that each member of the Group will) pay and discharge all Taxes imposed

upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(a)

such payment is being contested in good faith;

(b)

adequate reserves are being maintained for those Taxes and the costs required to contest them which have

been disclosed in its latest financial statements delivered to the Facility Agent under Clause

 (Financial

statements); and

(c)

such payment can be lawfully withheld.

23.8.2

No member of the Group may change its residence for Tax purposes.

23.9

Merger

No Obligor shall (and shall ensure that no other member of the Group will) enter into any amalgamation, demerger,

merger, consolidation or corporate reconstruction other than as may be contemplated in the Acquisition Documents (in

the form provided to the Facility Agent pursuant to Clause

 (

)) or with the express prior

consent of the Facility Agent.

23.10

Change of business

The Borrower shall procure that no substantial change is made to the general nature of its business or the business of the

Group taken as a whole from that carried on Group at the Acquisition Date.

23.11

Acquisitions

23.11.1

Except as permitted under Clause

 below, no Obligor shall (and Borrower shall ensure that no other member

of the Group will):

(a)

acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in

any of them); or

(b)

incorporate a company.

23.11.2

Clause

 above does not apply to an acquisition of a company, of shares, securities or a business or

undertaking (or, in each case, any interest in any of them) or the incorporation of a company which is a Permitted

Acquisition.

23.12

Joint ventures

23.12.1

No Obligor shall (and shall ensure that no other member of the Group will):

(a)

enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any Joint

Venture; or

(b)

transfer any assets or lend to or guarantee or give an indemnity for or give Security for the obligations of a

Joint Venture or maintain the solvency of or provide working capital to any Joint Venture (or agree to do

any of the foregoing),

(a

Joint Venture Investment

) other than with the prior written consent of the Lender.

23.12.2

Clause

 does not apply to any investment in any Joint Venture where:

64

(a)

the Joint Venture carries on or will carry on a business similar to that undertaken by the Group as at the date

of the investment;

(b)

no Default is continuing on the completion of the investment or would occur as a result; and

(c)

the aggregate of all Joint Venture Investments of any member or members of the Group does not exceed

R50,000,000 (or its equivalent in any other currency) at any time.

23.13

Preservation of assets

Each Obligor shall (and shall ensure that each other member of the Group will) maintain in good working order and

condition (ordinary wear and tear excepted) all of its assets necessary or desirable in the conduct of its business.

23.14

Pari passu ranking

Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under

the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors

except those creditors whose claims are mandatorily preferred by laws of general application to companies.

23.15

Negative pledge

23.15.1

In this Clause

,

Quasi-Security

 means an arrangement or transaction described in Clause

 below.

23.15.2

Except as permitted under paragraph

 below:

(a)

No Obligor shall (and shall ensure that no other member of the Group will) create or permit to subsist any

Security over any of its assets.

(b)

No Obligor shall (and shall ensure that no other member of the Group will):

(i)

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to

or re-acquired by any other member of the Group;

(ii)

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)

enter into or permit to subsist any title retention arrangement;

(iv)

enter into any arrangement under which money or the benefit of a bank or other account may be

applied, set-off or made subject to a combination of accounts; or

(v)

enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising

Financial Indebtedness or of financing the acquisition of an asset.

(c)

Paragraphs

 and

 above do not apply to any Security or (as the case may be) Quasi-Security, which is

Permitted Security.

23.16

Disposals

23.16.1

Except as permitted under Clause

 below, no Obligor shall (and shall ensure that no other member of the

Group will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary

or involuntary to sell, lease, transfer or otherwise dispose of any asset.

23.16.2

Clause

 above does not apply to any sale, lease, transfer or other disposal which is a Permitted Disposal.

23.17

Arm's length basis

23.17.1

Except as permitted by Clause

 below, no Obligor shall (and shall ensure that no other member of the Group

will) enter into any transaction with any person except on arm's length terms and for full market value.

65

23.17.2

The following transactions shall not be a breach of this Clause

(a)

transactions between Obligors which are on arm's length basis;

(b)

intra-Group loans that constitute Permitted Loans; 

(c)

shareholder loans that constitute Permitted Loans, provided that the repayment of any such shareholder loans

must comply with Clause

 (

); and

(d)

fees, costs and expenses payable under the Finance Documents in the amounts set out in the Finance

Documents delivered to the Facility Agent under Clause

 (Initial conditions precedent) or agreed by the

Facility Agent.

23.18

Loans or credit

23.18.1

Except as permitted under Clause

 below, no Obligor shall (and shall ensure that no other member of the

Group will) be a creditor in respect of any Financial Indebtedness.

23.18.2

Clause

 above does not apply to a Permitted Loan.

23.19

No guarantees or indemnities

23.19.1

Except as permitted under Clause

 below, no Obligor shall (and shall ensure that no other member of the

Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person.

23.19.2

Clause

 does not apply to a guarantee which is a Permitted Guarantee.

23.20

Dividends and share redemption

23.20.1

Except as permitted under Clause

 below, the Borrower shall not (and will ensure that no other member of

the Group will):

(a)

declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend,

charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class

of its share capital);

(b)

repay or distribute any dividend or share premium reserve;

(c)

pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of

any of the shareholders of the Borrower; or

(d)

redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.

23.20.2

Clause

 above does not apply to a Permitted Distribution.

23.21

Financial Indebtedness

23.21.1

Except as permitted under Clause

 (

) below, no Obligor shall (and shall ensure that

no other member of the Group will) incur or allow to remain outstanding any Financial Indebtedness.

23.21.2

Clause

 above does not apply to Financial Indebtedness which is Permitted Financial Indebtedness.

23.22

Share capital

23.22.1

No Obligor shall (and shall ensure that no other member of the Group will) issue any shares.

23.22.2

Clause

 does not apply to:

(a)

the issue of shares by a member of the Group to another person as part of a Permitted BEE Transaction,

provided such issue does not lead to a Change of Control;

66

(b)

the issue of ordinary shares pursuant to the exercise of an Equity Cure Right;

(c)

the issue of ordinary shares by the Borrower to Net1 where such shares become the subject of Transaction

Security for the benefit of the Finance Parties;

(d)

the issue of ordinary shares by a member of the Group to another member of the Group which is a shareholder

in it prior to that issue where, if any shares in the company issuing those shares are the subject of Transaction

Security, such shares become the subject of an equivalent Security for the benefit of the Finance Parties on

the same terms;

(e)

the issue of redeemable preference shares by any member of the Group pursuant to a Refinancing.

23.23

Insurance

23.23.1

In this Clause

, a prudent owner means a prudent owner and operator of any business and of any assets of a

type and size, similar to those owned and operated by any member of the Group in a similar location.

23.23.2

Each Obligor shall (and shall ensure that each other member of the Group will):

(a)

maintain insurances on and in relation to its business and assets against those risks and to the extent that a

prudent owner would;

(b)

ensure that all insurances are placed with reputable independent insurance companies or underwriters;

(c)

ensure that it is free to cede by way of security all amounts payable to it under each of its Insurances and all

its rights in connection with those amounts in favour of the Finance Parties;

(d)

promptly pay (or procure payment of) all premiums and do anything which is necessary to keep each of its

Insurances in full force and effect;

(e)

not do or allow anything to be done which may (and promptly notify the Facility Agent of any event or

circumstance which does or is reasonably likely to) entitle any insurer of any of its Insurances to repudiate,

rescind or cancel it or to treat it as avoided in whole or in part or otherwise decline any valid claim under it

by or on behalf of any member of the Group; and

(f)

ensure that the Facility Agent is named as loss payee under all Insurances maintained with effect from the

date on which notice is given to the relevant insurer by or on behalf of the Facility Agent of the occurrence

of an Event of Default and until that insurer is notified by or on behalf of the Facility Agent that such Event

of Default has ceased to be continuing. Each Obligor shall (and shall ensure that each other member of the

Group will) maintain insurances on and in relation to its business and assets against those risks and to the

extent as is usual for companies carrying on the same or substantially similar business.

23.24

Access

If a Default is continuing or the Facility Agent reasonably suspects a Default is continuing or may occur, each Obligor

shall, and shall ensure that each member of the Group will, (not more than once in every Financial Year unless the Facility

Agent reasonably suspects a Default is continuing or may occur) permit the Facility Agent and/or accountants or other

professional advisers and contractors of the Facility Agent free access at all reasonable times and on reasonable notice at

the risk and cost of the Obligor to (a) the premises, assets, books, accounts and records of each member of the Group and

(b) meet and discuss matters with senior management of the Borrower.

23.25

Intellectual Property

23.25.1

Each Obligor shall (and shall procure that each other member of the Group will):

(a)

preserve and maintain the subsistence and validity of the Intellectual Property necessary for the business of

the relevant Group member;

(b)

use reasonable endeavours to prevent any infringement in any material respect of the Intellectual Property;

67

(c)

make registrations and pay all registration fees and taxes necessary to maintain the Intellectual Property in

full force and effect and record its interest in that Intellectual Property;

(d)

not use or permit the Intellectual Property to be used in a way or take any step or omit to take any step in

respect of that Intellectual Property which may materially and adversely affect the existence or value of the

Intellectual Property or imperil the right of any member of the Group to use such property; and

(e)

not discontinue the use of the Intellectual Property,

where failure to do so, in the case of paragraphs

 and

 above, or, in the case of paragraphs

 and

 above, such

use, permission to use, omission or discontinuation, is reasonably likely to have a Material Adverse Effect.

23.26

Financial assistance

Each Obligor shall (and shall procure each other member of the Group will) comply in all respects with sections 44 and

45 of the Companies Act, 2008 and any equivalent legislation in other jurisdictions including in relation to the execution

of the Transaction Security Documents and payment of amounts due under this Agreement.

23.27

Treasury Transactions

No Obligor shall (and will procure that no other member of the Group will) enter into any Treasury Transaction, other

than:

23.27.1

spot and forward delivery foreign exchange contracts entered into in the ordinary course of business and not for

investment or speculative purposes; 

23.27.2

any Treasury Transaction entered into for the hedging of actual or projected real exposures arising in the ordinary

course of trading activities of a member of the Group for a period of not more than 12 months and not for speculative

purposes.

23.28

Further assurance

23.28.1

Each Obligor shall (and shall procure that each other member of the Group will) promptly do all such acts or

execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the

Facility Agent may reasonably specify (and in such form as the Facility Agent may reasonably require in favour of

the Finance Parties or their respective nominee(s)):

(a)

to perfect the Security created or intended to be created under or evidenced by the Transaction Security

Documents (which may include the execution of a mortgage bond, charge, assignment or other Security over

all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the

exercise of any rights, powers and remedies of the Finance Parties provided by or pursuant to the Finance

Documents or by law;

(b)

to confer on the Finance Parties Security over any property and assets of that Obligor located in any

jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Transaction

Security Documents; and/or

(c)

to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction

Security.

23.28.2

Each Obligor shall (and shall procure that each other member of the Group will) take all such action as is available

to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection,

protection or maintenance of any Security conferred or intended to be conferred on the Finance Parties by or

pursuant to the Finance Documents.

23.29

Acquisition Documents

23.29.1

The Borrower shall not amend, vary or terminate the Acquisition Documents on or before the Acquisition Date

without the express prior consent of the Facility Agent. 

68

23.29.2

After the Acquisition Date, the Borrower shall not amend, vary or terminate the Acquisition Documents in a manner

which could reasonably be expected to be materially adverse to the Finance Parties without the express prior

consent of the Facility Agent.

23.29.3

Subject to Clause

 above, the Borrower shall promptly supply to the Facility Agent, the details and copies

of any amendments made or proposed to be made to the Acquisition Documents and any proposed or actual

termination of the Acquisition Documents.

24.

EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause

 is an Event of Default (save for Clause

 (Acceleration) and

Clause

 (Clean-Up Period)).

24.1

Non-payment

An Obligor or any other Security Provider does not pay on the due date any amount payable pursuant to a Finance

Document at the place at and in the currency in which it is expressed to be payable unless its failure to pay is caused by:

24.1.1

administrative or technical error; or

24.1.2

a Disruption Event, 

and payment is made within three Business Days of its due date.

24.2

Financial covenants and other obligations

24.2.1

Any requirement of Clause

 (Financial covenants) is not satisfied and is not cured in accordance with Clause

 (

), or an Obligor does not comply with the provisions of Clause

 (Information Undertakings) or

Clause

 (General Undertakings)

24.2.2

An Obligor or any other Security Provider does not comply with any provision of any Transaction Security

Document.

24.3

Other obligations

24.3.1

An Obligor or any other Security Provider does not comply with any provision of the Finance Documents (other

than those referred to in Clause

 (Non-payment) and Clause

 (Financial covenants and other obligations)).

24.3.2

No Event of Default under Clause

 above will occur if the failure to comply is capable of remedy and is

remedied within seven Business Days of the earlier of (i) the Facility Agent giving notice to the Obligors and (ii)

the Obligors or the relevant Security Provider becoming aware of the failure to comply.

24.4

Misrepresentation

Any representation or statement made or deemed to be made by an Obligor or any other Security Provider in the Finance

Documents or any other document delivered by or on behalf of any Obligor or any other Security Provider under or in

connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when

made or deemed to be made.

24.5

Cross default

24.5.1

Any Financial Indebtedness of any member of the Group, any Obligor, any other Security Provider or any other

member of the Group is not paid when due nor within any originally applicable grace period.

24.5.2

Any Financial Indebtedness of any member of the Group, any Obligor or any Security Provider is declared to be

or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however

described).

69

24.5.3

Any commitment for any Financial Indebtedness of any member of the Group, any Obligor or any Security Provider

is cancelled or suspended by a creditor of any member of the Group, Obligor or Security Provider as a result of an

event of default (however described).

24.5.4

Any creditor of any member of the Group, any Obligor or any other Security Provider becomes entitled to declare

any Financial Indebtedness of any member of the Group, any Obligor or any other Security Provider due and

payable prior to its specified maturity as a result of an event of default (however described).

24.5.5

No Event of Default will occur under this Clause

 if the aggregate amount of Financial Indebtedness or

commitment for Financial Indebtedness falling within Clauses

 to

 above is less than ZAR5,000,000

(or its equivalent in any other currency or currencies).

24.6

Insolvency

24.6.1

A member of the Group, any Obligor or any other Security Provider:

(a)

is unable or admits inability to pay its debts as they fall due;

(b)

is deemed to, or is declared to, be unable to pay its debts under applicable law;

(c)

suspends or threatens to suspend making payments on any of its debts; or

(d)

by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its

creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its

indebtedness.

24.6.2

The Obligors or any other Security Provider is or is deemed by any authority or legislation to be Financially

Distressed (as defined in the Companies Act, 2008).

24.6.3

The value of the assets of any member of the Group, any Obligor or any other Security Provider is less than its

liabilities (taking into account contingent and prospective liabilities).

24.6.4

A moratorium is declared in respect of any indebtedness of any member of the Group, any Obligor or any other

Security Provider. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default

caused by that moratorium.

24.7

Insolvency and business rescue proceedings

24.7.1

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a)

the suspension of payments, a moratorium of any indebtedness, liquidation, winding-up, dissolution,

administration, judicial managements, business rescue or reorganisation (by way of voluntary arrangement,

scheme of arrangement or otherwise) of any member of the Group, any Obligor or any other Security

Provider;

(b)

a composition, compromise, assignment or arrangement with any creditor of any member of the Group, any

Obligor or any other Security Provider;

(c)

the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager,

judicial manager, business rescue practitioner or other similar officer in respect of any member of the Group,

any Obligor any Security Provider or any of their assets; or

(d)

enforcement of any Security over any assets of any member of the Group, any Obligor or any other Security

Provider,

or any analogous procedure or step is taken in any jurisdiction.

24.7.2

A meeting is proposed or convened by the directors of any member of the Group, any Obligor or any other Security

Provider, a resolution is proposed or passed, application is made or an order is applied for or granted, to authorise

the entry into or implementation of any business rescue proceedings (or any similar proceedings) in respect of any

70

member of the Group, any Obligor or any other Security Provider or any analogous procedure or step is taken in

any jurisdiction.

24.7.3

Clauses

 and

 shall not apply to any winding-up petition which is frivolous or vexatious and is

discharged, stayed or dismissed within 14 days of commencement.

24.8

Creditors' process

Any expropriation, attachment, sequestration, implementation of any business rescue plan, distress or execution or any

analogous process in any jurisdiction affects any asset or assets of a member of the Group, any Obligor or any Security

Provider and is not discharged within 14 days.

24.9

Unlawfulness and invalidity

24.9.1

It is or becomes unlawful for an Obligor or any other Security Provider to perform any of its obligations under the

Finance Documents or any Transaction Security created or expressed to be created or evidenced by the Transaction

Security Documents ceases to be effective or any subordination created under the Subordination Agreement is or

becomes unlawful.

24.9.2

Any obligation or obligations of any Obligor or any other Security Provider under any Finance Documents are not

or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and

adversely affects the interests of the Lenders under the Finance Documents.

24.9.3

Any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination

created under the Subordination Agreement ceases to be legal, valid, binding, enforceable or effective or is alleged

by a party to it (other than a Finance Party) to be ineffective.

24.10

Cessation of business

Any member of the Group, any Obligor or any other Security Provider suspends or ceases to carry on (or threatens to

suspend or cease to carry on) all or a material part of its business.

24.11

Audit qualification

The Auditors qualify the audited annual consolidated financial statements of the Group.

24.12

Expropriation

The authority or ability of any member of the Group, any Obligor or any Security Provider to conduct its business is

limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other

action by or on behalf of any governmental, regulatory or other authority or other person in relation to any member of the

Group, any Obligor or any Security Provider or any of their assets.

24.13

Repudiation and rescission of agreements

An Obligor or any other Security Provider (or any other relevant party) rescinds or purports to rescind or repudiates or

purports to repudiate a Finance Document or any of the Transaction Security or evidences an intention to rescind or

repudiate a Finance Document or any Transaction Security.

24.14

Litigation

Any litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency

are started or threatened, or any judgment or order of a court, arbitral body or agency is made, in relation to the Finance

Documents or the transactions contemplated in the Finance Documents or against any member of the Group, any Obligor

or any Security Provider or their assets which have, or has, or are, or is, reasonably likely to have a Material Adverse

Effect.

71

24.15

Material adverse change

Any event or circumstance occurs which the Lenders reasonably believe has or is reasonably likely to have a Material

Adverse Effect.

24.16

Conditions Subsequent

The relevant Obligor fails to provide a power of attorney in favour of attorneys Webber Wentzel to pass and register each

of those general notarial bonds at the applicable Deeds Registry referred to in

 (

) and the

registration of such notarial bond within 20 Business Days of the Closing Date.

24.17

Acceleration

On and at any time after the occurrence of an Event of Default the Facility Agent may, and shall if so directed by the

Lenders:

24.17.1

by notice to the Borrower:

(a)

cancel the Total Commitments at which time they shall immediately be cancelled;

(b)

declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or

outstanding under the Finance Documents be immediately due and payable, at which time they shall become

immediately due and payable;

(c)

declare that all or part of the Loans be payable on demand, at which time they shall immediately become

payable on demand by the Facility Agent on the instructions of the Lenders; and/or

24.17.2

exercise or direct the Facility Agent to exercise any or all of its rights, remedies, powers or discretions under the

Finance Documents.

24.18

Clean-Up Period

24.18.1

Notwithstanding any other provision of any Finance Document:

(a)

any breach by a member of the Target Group of a representation under Clause

 (Representations);

(b)

any breach by a member of the Target Group of an undertaking given by the Target Group under Clause

(General Undertakings); or

(c)

any Event of Default by a member of the Target Group,

will be deemed not to be a breach of representation or warranty, a breach of that undertaking or an Event of Default

(as the case may be) if:

(i)

it would have been (if it were not for this provision) a breach of representation or warranty, a breach of

undertaking or an Event of Default only by reason of circumstances relating exclusively to that member of

the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group);

(ii)

it does not relate to an Excluded Representation or an Excluded Event of Default;

(iii)

it is capable of remedy and reasonable steps are being taken to remedy it;

(iv)

it occurs and is remedied within 4 months of the Acquisition Date (the

Clean-up Date

);

(v)

the circumstances giving rise to it have not been procured by or approved by any Original Obligor;

(vi)

it does not prevent the granting of security over the Target Assets; and

(vii)

it is not reasonably likely to have a Material Adverse Effect.

72

24.18.2

If the relevant circumstances are continuing on or after the Clean-up Date, there shall be a breach of representation

or warranty, breach of covenant or Event of Default, as the case may be notwithstanding the above (and without

prejudice to the rights and remedies of the Finance Parties).

24.18.3

In this Clause

Excluded Event of Default

 means an Event of Default under Clause

 (Non-payment), Clause

(Misrepresentation) (but only in so far as it relates to an Excluded Representation); and

Excluded Representation

 means a representation made under Clause

 (

), Clause

 (

), Clause

 (

), Clause

 (

), Clause

(

) and Clause

 (

).

73

SECTION 9

CHANGES TO THE PARTIES

25.

CHANGES TO THE LENDERS

25.1

Cession and delegation by the Lenders

25.1.1

Subject to this Clause

, a Lender (the

Existing Lender

) may cede and/or delegate (a

Transfer

) any or all of its

rights and/or obligations under this Agreement and/or under any Finance Document to another bank or financial

institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making,

purchasing or investing in loans, securities or other financial assets (the

New Lender

). 

25.1.2

Each Obligor consents to any splitting of claims which may arise as a result of a Transfer permitted by this

Agreement.

25.2

Obligor consent

25.2.1

The consent of the Obligors is not required for a Transfer by an Existing Lender if:

(a)

the New Lender is another Lender or an Affiliate of a Lender;

(b)

the New Lender is a person identified in

 (Acceptable Lenders); or

(c)

an Event of Default is continuing.

Except as detailed above, the express consent of the Obligors is required for a Transfer to a prospective New

Lender.

25.2.2

Where the consent of the Obligors to a Transfer is required under Clause

, that consent must not be

unreasonably withheld or delayed. The Obligors will be deemed to have given its consent 10 Business Days after

the Existing Lender has requested it, unless consent is expressly refused by the Obligors within that time.

25.3

Other conditions of transfer

25.3.1

A Transfer will only be effective if there is compliance with the procedure set out in Clause

 (

). 

25.3.2

If:

(a)

a Lender Transfers any of its rights or obligations under the Finance Documents; and

(b)

as a result of circumstances existing at the date the Transfer or change occurs, an Obligor would be obliged

to make a payment to the New Lender under Clause

 (Increased Costs),

then the New Lender only entitled to receive payment under that Clause to the same extent as the Existing Lender

would have been if the Transfer or change had not occurred. 

25.3.3

Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the

Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on

behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the

Transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same

extent as the Existing Lender would have been had it remained a Lender.

25.4

Limitation of responsibility of Existing Lenders

25.4.1

Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no

responsibility to a New Lender for:

(a)

the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction

Security or any other documents;

74

(b)

the financial condition of any Obligor or any Security Provider;

(c)

the performance and observance by any Obligor, any other member of the Group, or any other Security

Provider of its obligations under the Finance Documents or any other documents; or

(d)

the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document

or any other document,

and any representations or warranties implied by law are excluded.

25.4.2

Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(a)

has made (and shall continue to make) its own independent investigation and assessment of the financial

condition and affairs of each Obligor and its related entities in connection with its participation in this

Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any

other Finance Party in connection with any Finance Document or the Transaction Security; and

(b)

will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related

entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in

force.

25.4.3

Nothing in any Finance Document obliges an Existing Lender to:

(a)

accept a re-transfer from a New Lender of any of the rights and obligations Transferred under this Clause

;

or

(b)

support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by

an Obligor of its obligations under the Finance Documents or otherwise.

25.5

Procedure for transfer

25.5.1

Subject to the conditions set out in Clause

 (

) and Clause

 (Other conditions of transfer) a

Transfer is effected in accordance with Clause

 below when the Facility Agent executes an otherwise duly

completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent

shall, subject to Clause

 below, as soon as reasonably practicable after receipt by it of a duly completed

Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance

with the terms of this Agreement, execute that Transfer Certificate.

25.5.2

The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and

the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks

under all applicable laws and regulations in relation to the transfer to such New Lender.

25.5.3

On the Transfer Date:

(a)

the Transfer shall take effect under the Finance Documents so that the rights and/or obligations which are

the subject of the Transfer shall be ceded and delegated by the Existing Lender to the new Lender (the

Transferred Rights and Obligations

);

(b)

each Obligor shall perform their obligations and exercise their rights in relation to the Transferred Rights

and Obligations in favour of or against the New Lender, as the case may be; 

(c)

the Facility Agent, the Arranger, the New Lender and the other Lenders shall acquire the same rights and

assume the same obligations between themselves and in respect of the Transaction Security as they would

have acquired and assumed had the New Lender been an Original Term Lender with the rights, and/or

obligations comprising the Transferred Rights and Obligations; and

(d)

the Facility Agent, the Arranger and the Existing Lender shall be released from further obligations to each

other, and the Existing Lender shall be released from further obligations to each other Lender under the

Finance Documents to the extent of the Transferred Rights and Obligations; and

75

(e)

the New Lender shall become a Party as a "Lender".

25.6

Copy of Transfer Certificate to Borrower

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the

Borrower a copy of that Transfer Certificate.

26.

CHANGES TO THE OBLIGORS

26.1

Cessions and delegations by Obligors

No Obligor nor any other Security Provider may cede any of its rights or delegate any of its rights or obligations under

the Finance Documents.

26.2

Additional Guarantors

26.2.1

Subject to compliance with the provisions of Clauses

 and

), the

Borrower may request that any of its Subsidiaries become a Guarantor.

26.2.2

A member of the Group shall become an Additional Guarantor if:

(a)

the Borrower and the proposed Additional Guarantor deliver to the Facility Agent a duly completed and

executed Accession Letter; and

(b)

the Facility Agent has received all of the documents and other evidence listed in Part II of

(

) in relation to that Additional Guarantor, each in form and substance satisfactory to

the Facility Agent.

26.2.3

The Facility Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received (in

form and substance satisfactory to it) all the documents and other evidence listed in Part II of

(

).

26.2.4

Other than to the extent that the Lenders notify the Facility Agent in writing to the contrary before the Facility

Agent gives the notification described in Clause

 above, the Lenders authorise (but do not require) the Facility

Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever

as a result of giving any such notification.

26.3

Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the representations and warranties

referred to in Clause

 (

) are true and correct in relation to it as at the date of

delivery as if made by reference to the facts and circumstances then existing.

76

SECTION 10

THE FINANCE PARTIES

27.

ROLE OF THE FACILITY AGENT, THE ARRANGER AND OTHERS

27.1

Appointment of the Facility Agent

27.1.1

Each of the Arranger and the Lenders appoints the Facility Agent to act as its agent under and in connection with

the Finance Documents (other than, in respect of the GBF Lender only, in connection with the day-to-day

administration of the GBF Documents).

27.1.2

Each of the Arranger and the Lenders authorises the Facility Agent to perform the duties, obligations and

responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent

under or in connection with the Finance Documents together with any other incidental rights, powers, authorities

and discretions.

27.2

Instructions

27.2.1

The Facility Agent shall:

(a)

unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right,

power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it

by the Lenders;

(b)

not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph

above.

27.2.2

The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Lenders (or,

if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from

that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising

any right, power, authority or discretion and the Facility Agent may refrain from acting unless and until it receives

any such instructions or clarification that it has requested.

27.2.3

Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant

Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the

Facility Agent by the Lenders shall override any conflicting instructions given by any other Parties and will be

binding on all Finance Parties.

27.2.4

The Facility Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders

until it has received any indemnification and/or security that it may in its discretion require (which may be greater

in extent than that contained in the Finance Documents and which may include payment in advance) for any cost,

loss or liability which it may incur in complying with those instructions.

27.2.5

In the absence of instructions, the Facility Agent may act (or refrain from acting) as it considers to be in the best

interest of the Lenders.

27.2.6

The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in

any legal or arbitration proceedings relating to any Finance Document. This Clause

 shall not apply to any

legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction

Security Documents or enforcement of the Transaction Security or Transaction Security Documents.

27.3

Duties of the Facility Agent

27.3.1

The Facility Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

27.3.2

Subject to Clause

 below, the Facility Agent shall promptly forward to a Party the original or a copy of any

document which is delivered to the Facility Agent for that Party by any other Party.

27.3.3

Without prejudice to Clause

 (

), Clause

 above shall not apply to any

Transfer Certificate.

77

27.3.4

Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or

check the adequacy, accuracy or completeness of any document it forwards to another Party.

27.3.5

If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default and stating that

the circumstance described is a Default, it shall promptly notify the other Finance Parties.

27.3.6

If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable

to a Finance Party (other than the Facility Agent or the Arranger) under this Agreement, it shall promptly notify

the other Finance Parties.

27.3.7

The Facility Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance

Documents to which it is expressed to be a party (and no others shall be implied).

27.4

Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party

under or in connection with any Finance Document.

27.5

No fiduciary duties

27.5.1

Nothing in any Finance Document constitutes the Facility Agent or the Arranger as a trustee or fiduciary of any

other person.

27.5.2

None of the Facility Agent or the Arranger shall be bound to account to any Lender for any sum or the profit

element of any sum received by it for its own account.

27.6

Business with the Group and Security Providers

The Facility Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking

or other business with any member of the Group, any Obligor and any Security Provider.

27.7

Rights and discretions

27.7.1

The Facility Agent may:

(a)

rely on any representation, communication, notice or document believed by it to be genuine, correct and

appropriately authorised;

(b)

assume that:

(i)

any instructions received by it from the Lenders, any Lenders or any group of Lenders are duly given

in accordance with the terms of the Finance Documents; and

(ii)

unless it has received notice of revocation, that those instructions have not been revoked; and

(c)

rely on a certificate from any person:

(i)

as to any matter of fact or circumstance which might reasonably be expected to be within the

knowledge of that person; or

(ii)

to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph

 above, may assume the truth and

accuracy of that certificate.

27.7.2

The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders)

that:

(a)

no Default has occurred (unless it has actual knowledge of a Default arising under Clause

 (Non-

payment));

78

(b)

any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised;

and

27.7.3

The Facility Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers,

surveyors or other professional advisers or experts.

27.7.4

Without prejudice to the generality of Clause

 above or Clause

 below, the Facility Agent may at any

time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so

separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to

be desirable.

27.7.5

The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other

professional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be

liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as

a result of its so relying.

27.7.6

The Facility Agent may act in relation to the Finance Documents through its officers, employees and agents and

the Facility Agent shall not:

(a)

be liable for any error of judgment made by any such person; or

(b)

be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission

or default on the part of any such person,

unless such error or such loss was directly caused by the Facility Agent's gross negligence or wilful misconduct.

27.7.7

Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any

information it reasonably believes it has received as agent under this Agreement.

27.7.8

Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the

Arranger is obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach

of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

27.7.9

Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to expend

or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or

responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the

repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably

assured to it.

27.8

Responsibility for documentation

27.8.1

None of the Facility Agent or the Arranger is responsible or liable for:

(a)

the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility

Agent, the Arranger, an Obligor or any other Security Provider or any other person in or in connection with

any Finance Document or the transactions contemplated in the Finance Documents or any other agreement,

arrangement or document entered into, made or executed in anticipation of, under or in connection with any

Finance Document; or

(b)

the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction

Security or any other agreement, arrangement or document entered into, made or executed in anticipation of,

under or in connection with any Finance Document or the Transaction Security; or

(c)

any determination as to whether any information provided or to be provided to any Finance Party is non-

public information the use of which may be regulated or prohibited by applicable law or regulation relating

to insider dealing or otherwise.

27.9

No duty to monitor

27.9.1

The Facility Agent shall not be bound to enquire:

79

(a)

whether or not any Default has occurred;

(b)

as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

(c)

whether any other event specified in any Finance Document has occurred.

27.10

Exclusion of liability

27.10.1

Without limiting Clause

 below (and without prejudice to any other provision of any Finance Document

excluding or limiting the liability of the Facility Agent, the Facility Agent, will not be liable for:

(a)

any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a

result of taking or not taking any action under or in connection with any Finance Document or the Transaction

Security, unless directly caused by its gross negligence or wilful misconduct;

(b)

exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with,

any Finance Document, the Transaction Security or any other agreement, arrangement or document entered

into, made or executed in anticipation of, under or in connection with, any Finance Document or the

Transaction Security; or

(c)

without prejudice to the generality of paragraphs

 and

 above, any damages, costs or losses to any

person, any diminution in value or any liability whatsoever arising as a result of:

(i)

any act, event or circumstance not reasonably within its control; or

(ii)

the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising

as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction,

devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of

assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport,

telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or

revolution; or strikes or industrial action.

27.10.2

No Party (other than the Facility Agent) may take any proceedings against any officer, employee or agent of the

Facility Agent, in respect of any claim it might have against the Facility Agent or in respect of any act or omission

of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or

agent of the Facility Agent may rely on this Clause, subject to Clause

 (Third party rights).

27.10.3

The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an

amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all

necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any

recognised clearing or settlement system used by the Facility Agent for that purpose.

27.10.4

Nothing in this Agreement shall oblige the Facility Agent or the Arranger to carry out:

(a)

any "know your customer" or other checks in relation to any person; or

(b)

any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any

Lender or for any Affiliate of any Lender,

on behalf of any Lender and each Lender confirms to the Facility Agent and the Arranger that it is solely responsible

for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks

made by the Facility Agent or the Arranger.

27.10.5

Without prejudice to any provision of any Finance Document excluding or limiting the Facility Agent's liability,

any liability of the Facility Agent arising under or in connection with any Finance Document or the Transaction

Security shall be limited to the amount of actual loss which has been finally judicially determined to have been

suffered (as determined by reference to the date of default of the Facility Agent or, if later, the date on which the

loss arises as a result of such default) but without reference to any special conditions or circumstances known to

80

the Facility Agent at any time which increase the amount of that loss. In no event shall the Facility Agent be liable

for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive,

indirect or consequential damages, whether or not the Facility Agent has been advised of the possibility of such

loss or damages.

27.11

Lenders' indemnity to the Facility Agent

27.11.1

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero,

to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent,

within three Business Days of demand, against any cost, loss or liability incurred by the Facility Agent (otherwise

than by reason of the Facility Agent's gross negligence or wilful misconduct) in acting as Facility Agent under the

Finance Documents (unless the Facility Agent has been reimbursed by an Obligor pursuant to a Finance Document).

27.11.2

Subject to Clause

 below, the Borrower shall immediately on demand reimburse any Lender for any

payment that Lender makes to the Facility Agent pursuant to Clause

 above.

27.11.3

Clause

 above shall not apply to the extent that the indemnity payment in respect of which the Lender claims

reimbursement relates to a liability of the Facility Agent to an Obligor.

27.12

Resignation of the Facility Agent

27.12.1

The Facility Agent may resign and appoint one of its Affiliates acting through an office in South Africa as successor

by giving notice to the Lenders and the Borrower.

27.12.2

Alternatively the Facility Agent may resign by giving 30 days' notice to the Lenders and the Borrower, in which

case the Lenders (after consultation with the Borrower) may appoint a successor Facility Agent.

27.12.3

If the Lenders have not appointed a successor Facility Agent in accordance with Clause

 above within 20

days after notice of resignation was given, the retiring Facility Agent (after consultation with the Borrower) may

appoint a successor Facility Agent (acting through an office in South Africa).

27.12.4

The retiring Facility Agent shall, at its own cost, make available to the successor Facility Agent such documents

and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes

of performing its functions as Facility Agent under the Finance Documents. 

27.12.5

The Facility Agent's resignation notice shall only take effect upon the appointment of a successor.

27.12.6

Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in

respect of the Finance Documents (other than its obligations under Clause

 above) but shall remain entitled

to the benefit of Clause

 (Indemnity to the Facility Agent) and this Clause

 (and any agency fees for the

account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date). Any successor

and each of the other Parties shall have the same rights and obligations amongst themselves as they would have

had if such successor had been an original Party.

27.12.7

The Facility Agent shall resign in accordance with Clause

 above (and, to the extent applicable, shall use

reasonable endeavours to appoint a successor Facility Agent pursuant to Clause

 above) if on or after the

date which is three months before the earliest FATCA Application Date relating to any payment to the Facility

Agent under the Finance Documents, either:

(a)

the Facility Agent fails to respond to a request under Clause

 (FATCA information) and the Borrower

or a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA

Exempt Party on or after that FATCA Application Date;

(b)

the information supplied by the Facility Agent pursuant to Clause

 (FATCA information) indicates that

the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA

Application Date; or

(c)

the Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or will have

ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

81

and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA

Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and the Borrower or that

Lender, by notice to the Facility Agent, requires it to resign.

27.13

Replacement of the Facility Agent

27.13.1

After consultation with the Borrower, the Lenders may, by giving 30 days' notice to the Facility Agent replace the

Facility Agent by appointing a successor Facility Agent (acting through an office in South Africa).

27.13.2

The retiring Facility Agent shall (at the expense of the Lenders) make available to the successor Facility Agent

such documents and records and provide such assistance as the successor Facility Agent may reasonably request

for the purposes of performing its functions as Facility Agent under the Finance Documents.

27.13.3

The appointment of the successor Facility Agent shall take effect on the date specified in the notice from the

Lenders to the retiring Facility Agent. As from this date, the retiring Facility Agent shall be discharged from any

further obligation in respect of the Finance Documents (other than its obligations under Clause

 above) but

shall remain entitled to the benefit of Clause

 (Indemnity to the Facility Agent) and this Clause

 (and any

agency fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that

date).

27.13.4

Any successor Facility Agent and each of the other Parties shall have the same rights and obligations amongst

themselves as they would have had if such successor had been an original Party.

27.14

Confidentiality

27.14.1

In acting as agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division

which shall be treated as a separate entity from any other of its divisions or departments.

27.14.2

If information is received by another division or department of the Facility Agent, it may be treated as confidential

to that division or department and the Facility Agent shall not be deemed to have notice of it.

27.15

Relationship with the Lenders

27.15.1

The Facility Agent may treat the person shown in its records as Lender at the opening of business (in the place of

the Facility Agent's principal office as notified to the Finance Parties from time to time) as the Lender:

(a)

entitled to or liable for any payment due under any Finance Document on that day; and

(b)

entitled to receive and act upon any notice, request, document or communication or make any decision or

determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days' prior notice from that Lender to the contrary in accordance

with the terms of this Agreement.

27.15.2

Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices,

communications, information and documents to be made or despatched to that Lender under the Finance

Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or

other electronic means is permitted under Clause

 (Electronic communication)) electronic mail address and/or

any other information required to enable the transmission of information by that means (and, in each case, the

department or officer, if any, for whose attention communication is to be made) and be treated as a notification of

a substitute address, fax number, electronic mail address (or such other information), department and officer by

that Lender for the purposes of Clause

 (Addresses) and Clause

 (Electronic communication) and the

Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices,

communications, information and documents as though that person were that Lender.

27.16

Credit appraisal by the Lenders 

27.16.1

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection

with any Finance Document, each Lender confirms to the Facility Agent and the Arranger that it has been, and will

82

continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising

under or in connection with any Finance Document including but not limited to:

(a)

the financial condition, status and nature of each member of the Group, each Obligor and each Security

Provider;

(b)

the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Transaction

Security and any other agreement, arrangement or document entered into, made or executed in anticipation

of, under or in connection with any Finance Document or the Transaction Security;

(c)

whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its

respective assets under or in connection with any Finance Document, the Transaction Security, the

transactions contemplated by the Finance Documents or any other agreement, arrangement or document

entered into, made or executed in anticipation of, under or in connection with any Finance Document or the

Transaction Security;

(d)

the adequacy, accuracy or completeness of any other information provided by the Facility Agent, any Party

or by any other person under or in connection with any Finance Document, the transactions contemplated by

any Finance Document or any other agreement, arrangement or document entered into, made or executed in

anticipation of, under or in connection with any Finance Document; and

(e)

the right or title of any person in or to, or the value or sufficiency of any part of the Secured Property, the

priority of any of the Transaction Security or the existence of any Security affecting the Secured Property.

27.17

Facility Agent's management time

At any time following a cession and delegation by the Original Lender in accordance with Clause

 (

) and provided that an Event of Default is then continuing, any amount payable to the Facility

Agent under Clause

 (Indemnity to the Facility Agent), Clause

 (Costs and expenses) and Clause

 (Lenders'

indemnity to the Facility Agent) shall include the cost of utilising the Facility Agent's management time or other resources

and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the Borrower

and the Lenders, and is in addition to any fee paid or payable to the Facility Agent under Clause

 (Fees).

27.18

Deduction from amounts payable by the Facility Agent

If any Party owes an amount to the Facility Agent under the Finance Documents the Facility Agent may, after giving

notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent

would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards

satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having

received any amount so deducted.

28.

CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

28.1

interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

28.2

oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent,

order and manner of any claim; or

28.3

oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in

respect of Tax.

29.

SHARING AMONG THE FINANCE PARTIES

29.1

Payments to Finance Parties

If a Finance Party (a

Recovering Finance Party

) receives or recovers any amount from an Obligor other than in

accordance with Clause

) (a

Recovered Amount

) and applies that amount to a payment due under

the Finance Documents then:

83

29.1.1

the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the

Facility Agent;

29.1.2

the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance

Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed

in accordance with Clause

 ((

), without taking account of any Tax which would be imposed

on the Facility Agent in relation to the receipt, recovery or distribution; and

29.1.3

the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility

Agent an amount (the

Sharing Payment

) equal to such receipt or recovery less any amount which the Facility

Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in

accordance with Clause

 (Partial payments).

29.2

Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between

the Finance Parties (other than the Recovering Finance Party) (the

Sharing Finance Parties

) in accordance with

Clause

 (Partial payments) towards the obligations of that Obligors to the Sharing Finance Parties.

29.3

Recovering Finance Party's rights

On a distribution by the Facility Agent under Clause

 (Redistribution of payments) of a payment received by a

Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount

of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by the that Obligor.

29.4

Reversal of redistribution

29.5

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid

by that Recovering Finance Party, then:

29.5.1

each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of

that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together

with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the

Sharing Payment which that Recovering Finance Party is required to pay) (the

Redistributed Amount

); and

29.5.2

as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant

Redistributed Amount will be treated as not having been paid by that Obligor.

29.6

Exceptions

29.6.1

This Clause

 shall not apply to the extent that the Recovering Finance Party would not, after making any payment

pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.

29.6.2

A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering

Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(a)

it notified the other Finance Party of the legal or arbitration proceedings; and

(b)

the other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not

do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration

proceedings.

84

SECTION 11

ADMINISTRATION

30.

PAYMENT MECHANICS

30.1

Payments to the Facility Agent

30.1.1

On each date on which an Obligor or a Lender is required to make a payment under a Finance Document (other

than a GBF Document), that Obligor or Lender shall make the same available to the Facility Agent (unless a

contrary indication appears in a Finance Document) in ZAR for value by no later than 12h00 (Johannesburg time)

on the due date at the time and in such funds specified by the Facility Agent by way of a funds flow schedule or

otherwise.

30.1.2

Payment shall be made to the following account of the Facility Agent:

Bank:

FirstRand Bank Limited

Account name:

RMB Domestic Money Market Account

Account number:

XXX

Branch code:

255005

Reference:

IBDZHZCC

or such other account in South Africa with such bank as the Facility Agent specifies.

30.2

Distributions by the Facility Agent

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause

(

) and Clause

 (

) be made available by the Facility Agent as soon as practicable

after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender), to such

account as that Party may notify to the Facility Agent by not less than five Business Days' notice with a bank in South

Africa in writing.

30.3

Distributions to an Obligor

The Facility Agent may (with the consent of the Obligor or in accordance with Clause

 (Set-Off)) apply any amount

received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount

due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so

applied.

30.4

Clawback 

30.4.1

Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent

is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it

has been able to establish to its satisfaction that it has actually received that sum.

30.4.2

If the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not

actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange

contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest

on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility

Agent to reflect its cost of funds.

30.5

Partial payments

30.5.1

If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents

that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents,

the Facility Agent shall apply that payment towards the obligations of the that Obligor under the Finance

Documents in the following order:

85

(a)

first

, in or towards payment pro rata of any unpaid amount owing to the Facility Agent under the Finance

Documents;

(b)

secondly

, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under

those Finance Documents;

(c)

thirdly

, in or towards payment pro rata of any principal due but unpaid under those Finance Documents; and

(d)

fourthly

, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

30.5.2

The Facility Agent shall, if so directed by the Lenders, vary the order set out in Clauses

 to

above.

30.5.3

Clauses

 and

 above will override any appropriation made by an Obligor.

30.6

Set-off by the Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free

and clear of any deduction for) set-off or counterclaim.

30.7

Business Days

30.7.1

Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be

made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there

is not).

30.7.2

During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is

payable on the principal or Unpaid Sum at the rate payable on the original due date.

30.8

Currency of account

30.8.1

Subject to Clauses

 and

 below, ZAR is the currency of account and payment for any sum due from an

Obligor under any Finance Document.

30.8.2

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or

Taxes are incurred, provided that the Facility Agent shall notify the Borrower should there be any costs, expenses

or Taxes incurred in a currency other than ZAR.

30.8.3

Any amount expressed to be payable in a currency other than ZAR shall be paid in that other currency.

30.9

Disruption to payment systems etc.

If the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified

by the Borrower that a Disruption Event has occurred:

30.9.1

the Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to

agreeing with the Borrower such changes to the operation or administration of the Facilities as the Facility Agent

may deem necessary in the circumstances;

30.9.2

the Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in

Clause

 above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have

no obligation to agree to such changes;

30.9.3

the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in Clause

above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

30.9.4

any such changes agreed upon by the Facility Agent and the Borrower shall (whether or not it is finally determined

that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be,

waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause

 (

);

86

30.9.5

the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any

liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability

whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or

failing to take, any actions pursuant to or in connection with this Clause

; and

30.9.6

the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to Clause

 above.

31.

SET-OFF

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially

owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place

of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party

may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

32.

NOTICES

32.1

Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless

otherwise stated, may be made by fax or letter.

32.2

Addresses

32.2.1

The address and fax number (and the department or officer, if any, for whose attention the communication is to be

made) of each Party for any communication or document to be made or delivered under or in connection with the

Finance Documents is:

(a)

in the case of the Obligors:

Address:

4 Harris Road

Sandton

Johannesburg

Gauteng

2196

Email:

XXX

For the attention of:

Steven Heilbron

(b)

in the case of the Facility Agent:

Address:

1 Merchant Place

14th Floor

Cnr Fredman Drive and Rivonia Road

Sandton, 2196

Email:

XXX

For the attention of:

Theresa Rheeder

(c)

in the case of the Arranger:

87

Address:

1 Merchant Place

14th Floor

Cnr Fredman Drive and Rivonia Road

Sandton, 2196

Email:

XXX

For the attention of:

Head of Transaction Management - Investment Banking

Division

(d)

in the case of the GBF Lender:

Address:

1 Merchant Place

14th Floor

Cnr Fredman Drive and Rivonia Road

Sandton, 2196

Email:

XXX

For the attention of:

Head of Transaction Management - Investment Banking

Division

(e)

in the case of each Original Term Lender, the address and other details specified opposite its name in Part II

of

 (

).

in the case of any other Lender, that notified in writing to the Facility Agent on or prior to the date on which

it becomes a Party,

or any substitute address, fax number or department or officer as the Party may notify to the Facility Agent (or the Facility

Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days'

notice.

32.3

Domicilia

32.3.1

Each of the Parties chooses its physical address provided under or in connection with Clause

 (

) as

its domicilium citandi et executandi at which documents in legal proceedings in connection with this Agreement

or any other Finance Document may be served.

32.3.2

Any Party may by written notice to the other Parties change its domicilium from time to time to another address,

not being a post office box or a poste restante, in South Africa, provided that any such change shall only be effective

on the fourteenth day after deemed receipt of the notice by the other Parties pursuant to Clause

 (

). 

32.4

Delivery

32.4.1

Any communication or document made or delivered by one person to another under or in connection with the

Finance Documents will only be effective when received by the recipient and, unless the contrary is proved, shall

be deemed to be received:

(a)

if by way of fax, be deemed to have been received on the first Business Day following the date of

transmission provided that the fax is received in legible form; 

(b)

if delivered by hand, be deemed to have been received at the time of delivery; or

(c)

if by way of courier service, be deemed to have been received on the seventh Business Day following the

date of such sending,

and, if a particular department or officer is specified as part of its address details provided under Clause

(Addresses), if addressed to that department or officer.

88

32.4.2

Any communication or document to be made or delivered to the Facility Agent will be effective only when actually

received by the Facility Agent and then only if it is expressly marked for the attention of the department or officer

identified with the Facility Agent's signature below (or any substitute department or officer as the Facility Agent

shall specify for this purpose).

32.4.3

All notices from or to the Obligors shall be sent through the Facility Agent.

32.4.4

Any communication or document which becomes effective, in accordance with Clauses

 to

 above,

after 17h00. in the place of receipt shall be deemed only to become effective on the following day.

32.5

Notification of address and fax number

Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuant to Clause

 (Addresses) or changing its own address or fax number, the Facility Agent shall notify the other Parties.

32.6

Electronic communication

32.6.1

Any communication to be made between any two Parties under or in connection with the Finance Documents may

be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure

website) if those two Parties:

(a)

notify each other in writing of their electronic mail address and/or any other information required to enable

the transmission of information by that means; and

(b)

notify each other of any change to their address or any other such information supplied by them by not less

than five Business Days' notice.

32.6.2

Any such electronic communication as specified in Clause

 above to be made between the Obligors and a

Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified

to the contrary, this is to be an accepted form of communication.

32.6.3

Any such electronic communication as specified in Clause

 above made between any two Parties will be

effective only when actually received (or made available) in readable form and in the case of any electronic

communication made by a Party to the Facility Agent only if it is addressed in such a manner as the Facility Agent

shall specify for this purpose.

32.6.4

Any electronic communication which becomes effective, in accordance with Clause

 above, after 17h00. in

the place in which the Party to whom the relevant communication is sent or made available has its address for the

purpose of this Agreement shall be deemed only to become effective on the following day.

32.6.5

Any reference in a Finance Document to a communication being sent or received shall be construed to include that

communication being made available in accordance with this Clause

32.7

English language

32.7.1

Any notice given under or in connection with any Finance Document must be in English.

32.7.2

All other documents provided under or in connection with any Finance Document must be:

(a)

in English; or

(b)

if not in English, and if so required by the Facility Agent, accompanied by a certified English translation and,

in this case, the English translation will prevail unless the document is a constitutional, statutory or other

official document.

89

33.

CALCULATIONS AND CERTIFICATES

33.1

Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in

the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

33.2

Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence

of manifest error, prima facie evidence of the matters to which it relates.

33.3

Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the

basis of the actual number of days elapsed and a year of 365 days (irrespective of whether the year in question is a leap

year).

34.

PARTIAL INVALIDITY

If, at any time, any provision of a Finance Document is or becomes illegal, invalid, unenforceable or inoperable in any respect

under any law of any jurisdiction, neither the legality, validity, enforceability or operation of the remaining provisions nor the

legality, validity, enforceability or operation of such provision under the law of any other jurisdiction will in any way be affected

or impaired. The term

inoperable

 in this Clause

 shall include, without limitation, inoperable by way of suspension or

cancellation.

35.

REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance

Document or other document or other indulgence shall operate as a waiver, nor shall any single or partial exercise of any right

or remedy otherwise affect any of that Party’s rights in terms of or arising from any Finance Document or estop such Party from

enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term of any Finance

Document. No consent to any waiver or novation of a Party’s rights in terms of or arising from any Finance Document shall be

effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise

or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and

not exclusive of any rights or remedies provided by law.

36.

AMENDMENTS AND WAIVERS

36.1

Required consents

36.1.1

Subject to Clause

 (All Lender matters) and Clause

 (Other exceptions), any term of the Finance

Documents may be amended or waived only with the express consent of the Lenders and the Borrower and any

such amendment or waiver will be binding on all Parties.

36.1.2

The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this

Clause

36.1.3

Without prejudice to the generality of Clauses

,

 and

 (Rights and discretions), the Facility Agent

may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting

any amendment, waiver or consent under this Agreement.

36.1.4

Each Obligor agrees to any such amendment or waiver permitted by this Clause

 which is agreed to by the

Borrower. 

36.2

All Lender matters

36.2.1

An amendment, waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term

of any Finance Document that has the effect of changing or which relates to:

90

(a)

an extension to the date of payment of any amount under the Finance Documents (other than in relation to

Clause

 (Mandatory prepayment and cancellation));

(b)

a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or

commission payable;

(c)

a change in currency of payment of any amount under the Finance Documents;

(d)

an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any

requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the

relevant Facility;

(e)

any provision which expressly requires the consent of all the Lenders;

(f)

Clause

 (Finance Parties' rights and obligations), Clause

 (Delivery of a Utilisation Request),

Clause

 (Illegality), Clause

 (

), the definition of "Change of

Control" in Clause

 (Definitions), Clause

 (

, Clause

 (Application of prepayments), Clause

 (

), Clause

 (

), Clause

 (

), Clause

 (Changes to the Lenders), Clause

(

), this Clause

 or Clause

 (Governing law); 

(g)

(other than as expressly permitted by the provisions of any Finance Document) the nature or scope of:

(i)

the Secured Property; or

(ii)

the manner in which the proceeds of enforcement of the Transaction Security are distributed,

(except in the case of paragraphs

 and

 above, insofar as it relates to a sale or disposal of an asset which

is the subject of the Transaction Security where such sale or disposal is expressly permitted under this

Agreement or any other Finance Document);

(h)

the release of any Transaction Security unless permitted under this Agreement or any other Finance

Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where

such sale or disposal is permitted under this Agreement or any other Finance Document;

(i)

any amendment to the subordination under any Finance Document,

shall not be made, or given, without the prior consent of all the Lenders.

36.3

Other exceptions

An amendment or waiver which relates to the rights or obligations of the Facility Agent or the Arranger (each in their

capacity as such) may not be effected without the express prior consent of the Facility Agent or the Arranger, as the case

may be.

36.4

Replacement of Lender

36.4.1

If the Obligors becomes obliged to repay any amount in accordance with Clause

 (Illegality) or to pay additional

amounts pursuant to Clause

 (Increased costs), Clause

 (Tax gross-up) or Clause

 (Tax Indemnity) to

any Lender, then the Borrower may, on 20 Business Days' prior written notice to the Facility Agent and such

Lender, replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall)

transfer pursuant to Clause

 (Changes to the Lenders) all (and not part only) of its rights and obligations under

this Agreement to an Eligible Institution (a

Replacement Lender

) which confirms its willingness to assume and

does assume all the obligations of the transferring Lender in accordance with Clause

 (Changes to the Lenders)

for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount

of such Lender's participation in the outstanding Loans and all accrued interest and/or Break Costs and other

amounts payable in relation thereto under the Finance Documents.

36.4.2

The replacement of a Lender pursuant to this Clause

 shall be subject to the following conditions:

91

(a)

the Borrower shall have no right to replace the Facility Agent;

(b)

neither the Facility Agent nor the Lender shall have any obligation to the Borrower to find a Replacement

Lender;

(c)

in no event shall the Lender replaced under this Clause

 be required to pay or surrender to such

Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and

(d)

the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause

 above once

it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all

applicable laws and regulations in relation to that transfer.

36.4.3

A Lender shall perform the checks described in Clause

 above as soon as reasonably practicable following

delivery of a notice referred to in Clause

 and shall notify the Facility Agent and the Borrower when it is

satisfied that it has complied with those checks.

37.

CONFIDENTIAL INFORMATION

37.1

Confidentiality

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the

extent permitted by Clause

 (Disclosure of Confidential Information), and to ensure that all Confidential Information

is protected with security measures and a degree of care that would apply to its own confidential information.

37.2

Disclosure of Confidential Information

Any Finance Party may disclose:

37.2.1

to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers,

auditors, partners and Representatives such Confidential Information as that Finance Party shall consider

appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph

 is

informed in writing of its confidential nature and that some or all of such Confidential Information may be price-

sensitive information except that there shall be no such requirement to so inform if the recipient is subject to

professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements

of confidentiality in relation to the Confidential Information;

37.2.2

to any person:

(a)

to (or through) whom it Transfers (or may potentially Transfer) all or any of its rights and/or obligations

under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Facility

Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional

advisers;

(b)

with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-

participation in relation to, or any other transaction under which payments are to be made or may be made

by reference to, one or more Finance Documents and/or the Obligors and to any of that person's Affiliates,

Related Funds, Representatives and professional advisers;

(c)

appointed by any Finance Party or by a person to whom paragraph

 or

 above applies to receive

communications, notices, information or documents delivered pursuant to the Finance Documents on its

behalf (including, without limitation, any person appointed under Clause

 (Relationship with the

Lenders));

(d)

who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly,

any transaction referred to in paragraph

 or

 above;

(e)

to whom information is required or requested to be disclosed by any court of competent jurisdiction or any

governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock

exchange or pursuant to any applicable law or regulation;

92

(f)

to whom information is required to be disclosed in connection with, and for the purposes of, any litigation,

arbitration, administrative or other investigations, proceedings or disputes;

(g)

who is a Party; or

(h)

with the consent of the Borrower,

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(i)

in relation to paragraphs 

,

 and

 above, the person to whom the Confidential Information is to

be given has entered into a Confidentiality Undertaking except that there shall be no requirement for

a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional

obligations to maintain the confidentiality of the Confidential Information;

(ii)

in relation to paragraph

 above, the person to whom the Confidential Information is to be given has

entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in

relation to the Confidential Information they receive and is informed that some or all of such

Confidential Information may be price-sensitive information;

(iii)

in relation to paragraphs 

 and

, the person to whom the Confidential Information is to be given

is informed of its confidential nature and that some or all of such Confidential Information may be

price-sensitive information except that there shall be no requirement to so inform if, in the opinion of

that Finance Party, it is not practicable so to do in the circumstances; and

37.2.3

to any person appointed by that Finance Party or by a person to whom Clause

 or

 above applies

to provide administration or settlement services in respect of one or more of the Finance Documents including

without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential

Information as may be required to be disclosed to enable such service provider to provide any of the services

referred to in this Clause

 if the service provider to whom the Confidential Information is to be given has

entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking

for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed

between the Borrower and the relevant Finance Party; and

37.2.4

to any rating agency (including its professional advisers) such Confidential Information as may be required to be

disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents

and/or the Obligors.

37.3

Entire agreement

This Clause

 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties

under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether

express or implied, regarding Confidential Information.

37.4

Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive

information and that the use of such information may be regulated or prohibited by applicable legislation including

securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any

Confidential Information for any unlawful purpose.

37.5

Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

37.5.1

of the circumstances of any disclosure of Confidential Information made pursuant to Clause

 (

) except where such disclosure is made to any of the persons referred to in that

clause during the ordinary course of its supervisory or regulatory function; and

37.5.2

upon becoming aware that Confidential Information has been disclosed in breach of this Clause

93

37.6

Continuing obligations

The obligations in this Clause

 are continuing and, in particular, shall survive and remain binding on each Finance Party

for a period of 12 months from the earlier of:

37.6.1

the date on which all amounts payable by the Obligors under or in connection with the Finance Documents have

been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

37.6.2

the date on which such Finance Party otherwise ceases to be a Finance Party.

38.

RENUNCIATION OF BENEFITS

Each Obligor renounces, to the extent permitted under applicable law, the benefits of each of the legal exceptions of excussion,

division, revision of accounts, no value received, errore calculi, non causa debiti, non numeratae pecuniae and cession of actions,

and declares that it understands the meaning of each such legal exception and the effect of such renunciation.

39.

WAIVER OF IMMUNITY

Each Obligor waives generally all immunity it or its assets or revenues may otherwise have in any jurisdiction, including

immunity in respect of:

39.1

the giving of any relief by way of an interdict or order for specific performance or for the recovery of assets or revenues;

and

39.2

the issue of any process against its assets or revenues for the enforcement of a judgment or, in an action in rem, for the

arrest, detention or sale of any of its assets and revenues.

40.

SOLE AGREEMENT

The Finance Documents constitute the sole record of the agreement between the Parties in regard to the subject matter thereof.

41.

NO IMPLIED TERMS

No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in any

Finance Document in regard to the subject matter thereof.

42.

COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the

counterparts were on a single copy of the Finance Document.

94

SECTION 12

GOVERNING LAW AND ENFORCEMENT

43.

GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by South African law.

44.

JURISDICTION

44.1

The Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the High Court of South

Africa, Gauteng Local Division, Johannesburg (or any successor to that division) in regard to all matters arising from the

Finance Documents

(including a dispute relating to the existence, validity or termination of this Agreement or any non-

contractual obligation arising out of or in connection with this Agreement) (a

Dispute

).

44.2

The Parties agree that the courts of South Africa are the most appropriate and convenient courts to settle Disputes and

accordingly no Party will argue to the contrary.

44.3

Notwithstanding Clause

 above, no Finance Party shall be prevented from taking proceedings relating to a Dispute in

any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in

any number of jurisdictions.

THIS AGREEMENT

 has been entered into on the date stated at the beginning of this Agreement.

95

SCHEDULE 1 

THE ORIGINAL PARTIES

Part I

The Guarantors

Name of Guarantor

Jurisdiction of

Incorporation

Registration number

(or equivalent, if any)

1.

Cash Connect Rentals Proprietary Limited

South Africa

2009/007139/07

2.

Deposit Manager Proprietary Limited

South Africa

2010/016889/07

3.

Cash Connect Capital Proprietary Limited

South Africa

2017/029430/07

4.

Main Street 1723 Proprietary Limited

South Africa

2019/300711/07

5.

K2021477132 (South Africa) Proprietary Limited

South Africa

2021/477132/07

6.

K2020263969 (South Africa) Proprietary Limited

South Africa

2020/263969/07

96

Part II

The Original Term Lenders

Original Term Lender

Address for Purposes of Clause

 (Notices)

FirstRand Bank Limited

(acting through its Rand

Merchant Bank division)

Address: 1 Merchant Place

14th Floor

Cnr Fredman Drive and Rivonia Road

Sandton, 2196

Email: XXX

Attention: Head of Transaction Management - Investment Banking Division

Commitments

Facility A

Original Term Lender

Facility A Commitment

FirstRand Bank Limited (acting through its Rand Merchant

Bank division)

ZAR700,000,000

Facility B

Original Term Lender

Facility B Commitment

FirstRand Bank Limited (acting through its Rand Merchant

Bank division)

ZAR350,000,000

97

SCHEDULE 2

CONDITIONS PRECEDENT

Part I

Conditions Precedent to Initial Utilisation

1.

OBLIGORS AND SECURITY PROVIDERS

1.2

A copy of the constitutional documents of the Obligors and each other Security Provider.

1.3

A copy of a resolution of the board of directors of the Obligors and each other Security Provider:

1.3.1

approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and

resolving that it execute, deliver and perform the Finance Documents to which it is a party;

1.3.2

authorising it, for all purposes required under sections 45 and 46 of the Companies Act, 2008, to provide the

"financial assistance" and to make any "distribution" that may arise as a result of its entry into the Finance

Documents to which it is a party;

1.3.3

authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

1.3.4

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices

(including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with

the Finance Documents to which it is a party.

1.4

A specimen of the signature of each person authorised by the resolution referred to in paragraph

 above in relation to

the Finance Documents and related documents.

1.5

A copy of a special resolution duly passed by the holders of the issued shares of each Obligor and each other Security

Provider authorising it, for all purposes required under section 45 of the Companies Act, 2008, to provide the "financial

assistance" that may arise as a result of its entry into the Finance Documents to which it is a party.

1.6

To the extent required by any other applicable law, and with reference to the constitutional documents of each Obligor

and each other Security Provider, a copy of a resolution duly passed by the holders of the issued shares of each Obligor

or that Security Provider (as applicable), approving the terms of, and the transactions contemplated by, the Finance

Documents to which that Security Provider is a party.

1.7

A certificate of each Obligor and each other Security Provider (signed by a director):

1.7.1

confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause

any borrowing, guarantee, security or similar limit binding on that Obligor or any other Security Provider to be

exceeded;

1.7.2

certifying that each copy document relating to it specified in this Part I of

 is correct, complete and in

full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.

2.

FINANCE DOCUMENTS

2.1

An original of each of the following duly entered into by each Party to it:

2.1.1

this Agreement;

2.1.2

the GBF Agreement;

2.1.3

each Transaction Security Document (other than any Transaction Security Document which is to be provided after

the Closing Date, namely the Transaction Security Documents referred to in paragraph

 of

 (

); 

98

2.1.4

the Funds Flow and Release Agreement;

2.1.5

the Fee Letters;

2.1.6

the K2021 Consent;

2.1.7

the Absa Release Agreement.

2.2

The following documents of title and related Transaction Security Documents:

2.2.1

in relation to shares and other securities that are subject to Transaction Security:

(a)

the original share certificates (or applicable certificates of title in respect of other securities);

(b)

an original securities transfer form duly executed by the relevant Security Provider (undated and left blank

as to the transferee);

(c)

a resolution by the directors of each company the shares of which are subject to Transaction Security,

acknowledging the pledge and agreeing to give effect to any transfer of shares that may occur as a result;

(d)

to the extent required, a duly executed waiver of pre-emptive or similar rights by shareholders who are not

members of the Group,

and all other documents of title required to be provided under the Transaction Security Documents.

2.3

A copy of all notices required to be sent, acknowledgements required to be delivered and other documents required to be

executed under the Transaction Security Documents, duly executed by the persons party thereto.

2.4

Evidence that each general notarial bond referred to in paragraph

 of

) has been lodged

for registration at the applicable statutory public register.

3.

ACQUISITION

3.1

A copy of the Acquisition Documents and evidence that each Acquisition Document is unconditional in accordance with

its terms, other than any condition requiring the Facilities Agreement to be unconditional .

3.2

A copy of the shareholders register of each Obligor.

4.

NET1 FINANCING

Evidence that FirstRand Bank Limited (acting through its Rand Merchant Bank division) will provide financing to Net1 to meet

its obligations under the Acquisition Documents, in form and substance satisfactory to Lenders is unconditional in accordance

with its terms, other than any condition requiring the Facilities Agreement to be unconditional.

5.

LEGAL OPINIONS

The following legal opinions, each addressed to the Facility Agent (for an on behalf of the Finance Parties) and capable of being

relied upon by any persons who become Lenders pursuant to the primary syndication of the Facilities.

5.1

A legal opinion of Webber Wentzel, legal advisers to the Facility Agent and the Arranger as to South African law

substantially in the form distributed to the Lenders prior to signing this Agreement in respect of the legality, validity and

enforceability of the Finance Documents.

5.2

A legal opinion of Cliffe Dekker Hofmeyr, legal advisers to the Borrower as to South African law substantially in the

form distributed to the Lenders prior to signing this Agreement in respect of the capacity, powers and authority of the

Obligors and Security Providers to enter into and perform their obligations under the Finance Documents.

99

6.

CREDIT APPROVAL

The approval of the credit committees and/or boards of directors of each Lender of the grant of the Facilities to the Borrower

under the Finance Documents.

7.

KNOW YOUR CUSTOMER REQUIREMENTS

Such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any other

Finance Party) to carry out and be satisfied that it has complied with all necessary know your customer or similar identification

procedures under applicable laws and regulations (including the Financial Intelligence Centre Act, 2001) pursuant to the

transactions contemplated in the Finance Documents.

8.

OTHER DOCUMENTS AND EVIDENCE

8.1

Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause

 (Fees), Clause

 (Stamp

taxes) and Clause

 (Costs and expenses) have been paid or will be paid by the Utilisation Date.

8.2

A copy of the Base Case Model.

8.3

Evidence that a management incentive scheme has or will be implemented on terms satisfactory to the Facility Agent.

8.4

Evidence that the board composition of the Obligors is satisfactory to the Facility Agent.

8.5

Evidence that Steven Heilbron has entered into restraints of trade on terms satisfactory to the Facility Agent.

8.6

A copy of any required independent expert’s reports on the assets to be acquired under the Acquisition Documents

(including, but not limited to, legal and technical due diligence reports).

8.7

A copy, certified by an authorised signatory of the Borrower to be a true copy, of the Original Financial Statements.

8.8

A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be

necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of

the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

100

Part II

Conditions Precedent Required to be Delivered by an Additional Obligor

1.

An Accession Letter executed by the Additional Obligor and the Borrower.

9.

A copy of the constitutional documents of the Additional Obligor.

10.

A copy of a resolution of the board of directors of the Additional Obligor:

10.1

approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and

resolving that it execute, deliver and perform the Accession Letter and any other Finance Document to which it is party;

10.2

if applicable, authorising it, for all purposes required under sections 45 and 46 of the Companies Act, 2008, to provide

the "financial assistance" and to make any "distribution" that may arise as a result of the performance of its obligations

under the Accession Letter and other Finance Documents to which it is a party;

10.3

authorising a specified person or persons to execute the Accession Letter and other Finance Documents on its behalf;

10.4

authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be

signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

10.5

authorising the Borrower to act as its agent in connection with the Finance Documents.

11.

A specimen of the signature of each person authorised by the resolution referred to in paragraph

 above.

12.

A copy of a resolution signed by all the holders of the issued shares of the Additional Obligor: 

12.1

authorising it, for all purposes required under section 45 of the Companies Act, 2008 to provide the "financial assistance"

that may arise as a result of its entry into the Accession Letter and the Finance Documents to which it is a party; and 

12.2

to the extent required, approving the terms of, and the transactions contemplated by, the Finance Documents to which the

Additional Obligor is a party.

13.

A certificate of the Additional Obligor (signed by a director) confirming that borrowing, guaranteeing or securing, as

appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be

exceeded.

14.

A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part II of

 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than

the date of the Accession Letter.

15.

If available, the latest audited financial statements of the Additional Obligor.

16.

The following legal opinions, each addressed to the Facility Agent and the Lenders:

16.1

a legal opinion of the legal advisers to the Facility Agent in South Africa, as to South African law in the form distributed

to the Lenders prior to signing the Accession Letter in respect of the enforceability of the Accession Letter;

16.2

a legal opinion of the legal advisers to the Additional Obligor in South Africa, as to South African law in the form

distributed to the Lenders prior to signing the Accession Letter in respect of the capacity and authority of the Additional

Obligor to enter into the Accession Letter and other Finance Documents to which it is party; and

16.3

in relation to any Additional Obligor incorporated in a jurisdiction other than South Africa, a legal opinion from legal

counsel in that jurisdiction acceptable to the Facility Agent.

17.

Transaction Security Documents duly executed by the Additional Obligor in respect of all Transaction Security it is required to

provide in accordance with

 (

).

101

18.

All documents required to procure registration of the mortgage bonds, special notarial bonds, and general notarial bonds required

to be given by the proposed Additional Obligor and set out in

 (

), including a power of attorney

in favour of Webber Wentzel attorneys to pass and register each such Transaction Security Document at the applicable Deeds

Registry or other statutory public register.

19.

The following documents of title and related documents in relation to shares and other securities that are subject to Transaction

Security:

19.1

the original share certificates (or applicable certificates of title in respect of other securities);

19.2

an original securities transfer form duly executed by the relevant Additional Obligor (undated and left blank as to the

transferee);

19.3

a resolution by the directors of each company the shares of which are subject to Transaction Security, acknowledging the

pledge and agreeing to give effect to any transfer of shares that may occur as a result; and

19.4

all other documents of title required to be provided under the Transaction Security Documents.

20.

A copy of all notices required to be sent, acknowledgements required to be delivered and other documents required to be

executed under the Transaction Security Documents, duly executed by the persons party thereto.

21.

Evidence that each mortgage bond, special notarial bond and general notarial bond required to be given by the proposed

Additional Obligor and set out in

 (

) has been lodged for registration at the applicable statutory

public register.

22.

All necessary regulatory approvals to the satisfaction of the Facility Agent required for the accession of the Additional Obligor

as an Additional Guarantor, as applicable.

23.

If the Additional Obligor is not incorporated in South Africa, such documentary evidence as legal counsel to the Facility Agent

may require, that such Additional Obligor has complied with any law in its jurisdiction relating to financial assistance or

analogous process.

24.

A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary

or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for

the validity and enforceability of any Finance Document.

102

SCHEDULE 3

FORM OF UTILISATION REQUEST

From: 

Cash Connect Management Solutions Proprietary Limited

To: [Facility Agent]

Dated: [

●

]

Dear Sirs

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY LIMITED

Facilities Agreement dated [●], 2022 

(the Facilities Agreement)

1.

We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same

meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2.

We wish to borro w a Loan on the following terms:

Proposed Utilisation Date:

[

●

] (or, if that is not a Business Day, the next Business Day)

Facility to be utilised:

[Facility A]/[Facility B]

Amount:

[

●

] or, if less, the Available Facility

3.

We confirm that each condition specified in Clause

 (

) of the Facilities Agreement is satisfied

on the date of this Utilisation Request.

4.

The proceeds of this Loan should be credited to [account].

5.

This Utilisation Request is irrevocable.

Yours faithfully

…………………………………

authorised signatory for

Cash Connect Management Solutions Proprietary Limited

103

SCHEDULE 4 

REPAYMENT SCHEDULE

104

Repayment Date

Facility A Repayment Instalment

Facility B Repayment Instalment

[Column 1]

[Column 2]

[Column 3]

Second Interest Payment Date after

the Closing Date

ZAR0

ZAR18,750,000

Third Interest Payment Date after the

Closing Date

ZAR0

ZAR18,750,000

Fourth Interest Payment Date after

the Closing Date

ZAR0

ZAR18,750,000

Fifth Interest Payment Date after the

Closing Date

ZAR0

ZAR18,750,000

Sixth Interest Payment Date after the

Closing Date

ZAR0

ZAR18,750,000

Seventh Interest Payment Date after

the Closing Date

ZAR0

ZAR18,750,000

Eighth Interest Payment Date after

the Closing Date

ZAR0

ZAR18,750,000

Nineth Interest Payment Date after

the Closing Date

ZAR0

ZAR18,750,000

Tenth Interest Payment Date after the

Closing Date

ZAR0

ZAR25,000,000

Eleventh Interest Payment Date after

the Closing Date

ZAR0

ZAR25,000,000

Twelfth Interest Payment Date after

the Closing Date

ZAR0

ZAR25,000,000

Thirteenth Interest Payment Date

after the Closing Date

ZAR0

ZAR25,000,000

Fourteenth Interest Payment Date

after the Closing Date

ZAR0

ZAR31,250,000

Fifteenth Interest Payment Date after

the Closing Date

ZAR0

ZAR31,250,000

Sixteenth Interest Payment Date after

the Closing Date

ZAR0

ZAR31,250,000

Seventeenth Interest Payment Date

after the Closing Date

ZAR25,000,000

ZAR6,250,000

Eighteenth Interest Payment Date

after the Closing Date

ZAR37,500,000

ZAR0

Nineteenth Interest Payment Date

after the Closing Date

ZAR37,500,000

ZAR0

Twentieth Interest Payment Date after

the Closing Date

ZAR37,500,000

ZAR0

Final Maturity Date

ZAR562,500,000

ZAR0

105

106

SCHEDULE 5 

FORM OF TRANSFER CERTIFICATE

To: [

●

] as Facility Agent 

From: [The Existing Lender] (the

Existing Lender

) and [The New Lender] (the

New Lender

)

Dated:

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY LIMITED

Facilities Agreement dated [●], 2022 

(the Facilities Agreement)

1.

We refer to the Facilities Agreement. This is a Transfer Certificate.

2.

Terms defined in the Facilities Agreement have the same meaning in this Transfer Certificate unless given a different meaning

in this Transfer Certificate.

3.

We refer to Clause

 (

) of the Facilities Agreement:

3.1

the Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by cession and

delegation all or part of the Existing Lender's Commitment, rights and obligations referred to in the Schedule in

accordance with Clause

 (

) of the Facilities Agreement;

3.2

the proposed Transfer Date is [

●

];

3.3

the address, fax number and attention details for notices of the New Lender for the purposes of Clause

 (Addresses)

of the Facilities Agreement are set out in the Schedule.

4.

The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause

(Limitation of responsibility of Existing Lenders) of the Facilities Agreement.

5.

The New Lender agrees that it shall assume the same obligations towards each other Finance Party under the Finance Documents

as if it had been an Original Term Lender or GBF Lender (as applicable).

6.

This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the

counterparts were on a single copy of this Transfer Certificate.

7.

This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are

governed by South

African law.

8.

This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

[

EXISTING LENDER

]

By:

[

NEW LENDER

]

By:

[

FACILITY AGENT

]

By:

107

As Facility Agent and for and on behalf of each of the parties to the Facilities Agreement (other than the Existing Lender and the New

Lender).

Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender's interest

in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether

any other documents or other formalities are required to perfect a transfer of such a share in the Existing

Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and

completion of those formalities.

108

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[address, fax number and attention details for notices and account details for payments,]

[Existing Lender]

[New Lender]

By:

By:

This Agreement is accepted as a Transfer Certificate for the purposes of the Facilities Agreement by the Facility Agent, and the

Transfer Date is confirmed as [

●

].

[Facility Agent]

By:

109

SCHEDULE 6 

FORM OF ACCESSION LETTER

Part I: Accession Letter - Additional Guarantor

To: [

●

] as Facility Agent (the

Facility Agent

)

From: [

Subsidiary

] and Cash Connect Management Solutions Proprietary Limited

[●], 20[●]

Dear Sirs

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY LIMITED

Facilities Agreement dated [●], 2022

(the Facilities Agreement)

1.

We refer to:

24.1

the Facilities Agreement;

24.2

[the Subordination Agreement]; and

24.3

the pledge and cession in security dated [●], 2022 between, amongst others, Cash Connect Management Solutions

Proprietary Limited (as original cedent) and the Lender (the

Obligor Pledge and Cession

).

25.

This letter (the

Accession Letter

) shall take effect as an Accession Letter for the purposes of the Facilities Agreement, and the

Obligor Pledge and Cession. 

26.

Terms defined in the Facilities Agreement have the same meaning in this Accession Letter unless given a different meaning in

this Accession Letter.

27.

With effect from the date of this Accession Letter:

27.1

[

Subsidiary

] agrees to become an Additional Guarantor and to be bound by the terms of:

27.1.1

the Facilities Agreement and the other Finance Documents as an Additional Guarantor pursuant to clause

(

) of the Facilities Agreement;

27.1.2

the Obligor Pledge and Cession as an Additional Cedent pursuant to clause [19] (Additional Cedents) of the Obligor

Pledge and Cession; and

27.1.3

[the Subordination Agreement as an Additional Subordinated Creditor and an Additional Intergroup Debtor

pursuant to clause [15] (Additional Subordinated Creditor or Additional Intergroup Debtor) of the Subordination

Agreement;]

27.2

[

Subsidiary

] pledges to the Finance Parties all its Shares and cedes

in securitatem debiti

 to the Finance Parties all its

Secured Property (under and as defined in the Obligor Pledge and Cession), in each case individually and collectively

with all the other Secured Property, as continuing general covering collateral security for the due, proper and timeous

payment and performance in full of all the Secured Obligations (under and as defined in the Obligor Pledge and Cession),

on the terms set out in this Accession Letter (as read with the Obligor Pledge and Cession), which pledge and cession the

Finance Parties accept; and

27.3

the Obligor Pledge and Cession will be read and construed for all purposes as if [

Subsidiary

] had been an original party

to the Obligor Pledge and Cession in the capacity of a "Cedent" (but so that the Security created by this accession will be

created on the date of this Accession Letter).

110

28.

For purposes of the Obligor Pledge and Cession, any reference to "Secured Property" will include a reference to the following

assets of [

Subsidiary

]:

[

insert details of Secured Property

]

29.

[

Subsidiary

] is a company duly incorporated under the laws of [

name of relevant jurisdiction

] and is a limited liability company

with registration number [

●

].

30.

[

Subsidiary's

] administrative details for the purposes of the Finance Documents are as follows:

Address:

Email:

Fax:

Attention:

9.

[

Subsidiary

] consents to the appointment of the Borrower to act on its behalf as agent in relation to the Finance Documents in

accordance with clause

 of the Facilities Agreement.

10.

This Accession Letter may be executed in any number of counterparts. This has the same effect as if the signatures on the

counterparts were on a single copy of this Accession Letter.

11.

This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by South African

law.

For and on behalf of:

[Subsidiary]

For and on behalf of:

Cash Connect Management Solutions

Proprietary Limited

Name:

Name:

Office:

Office:

(who warrants his authority)

(who warrants his authority)

Accepted by the Facility Agent:

For and on behalf of:

[Facility Agent]

For and on behalf of:

[Facility Agent]

Name:

Name:

Office:

Office:

(who warrants his authority)

(who warrants his authority)

111

SCHEDULE 7

FORM OF COMPLIANCE CERTIFICATE

To: [

●

] (as Facility Agent)

From: Cash Connect Management Solutions Proprietary Limited (as Borrower )

[●], 20[●]

Dear Sirs

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY LIMITED

Facilities Agreement dated [●], 2022 

(the Facilities Agreement)

1.

We refer to the Facilities Agreement. This is a Compliance Certificate. Terms defined in the Facilities Agreement have the

same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2.

We confirm that as at [relevant testing date] the following financial ratios referred to in clause

 (

) of the

Facilities Agreement were at the levels set out below:

Financial covenant ratio

As calculated

Required

Compliance Y/N

Debt Service Cover

Interest Cover

Leverage Ratio

[Insert details of covenants to be certified].

3.

We set out below calculations establishing the figures in paragraph

[●]

4.

[We confirm that no Default is continuing.]*

Signed

…………………..

……………………..

Director

Director

Cash Connect Management Solutions

Proprietary Limited

Cash Connect Management Solutions

Proprietary Limited

NOTES:

* If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

112

SCHEDULE 8 

FORM OF EQUITY CURE NOTICE

To: [

●

] (as Facility Agent)

From: Cash Connect Management Solutions Proprietary Limited (as Borrower )

Dated:

Dear Sirs

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY LIMITED

Facilities Agreement dated [●], 2022 

(the Facilities Agreement)

1.

We refer to the Facilities Agreement. This is an Equity Cure Notice. Terms defined in the Facilities Agreement have the same

meaning when used in this Equity Cure Notice unless given a different meaning in this Equity Cure Notice.

2.

We propose raising a Cure Amount as follows:

2.1

Quantum of Cure Amount: ZAR[●]

2.2

Date of payment: [●], 20[●]

3.

We confirm that as at [relevant testing date]:

3.1

the financial covenants, before taking account of the Cure Amount specified above, were at the levels set out in Column

3 of the table below;

3.2

the financial covenants, after taking account of the Cure Amount specified above, are at the levels set out in Column 4 of

the table below:

Financial covenant ratio

Required

As Calculated

(before Cure Amount)

As Calculated

(after Cure Amount)

[Column 1]

[Column 2]

[Column 3]

[Column 4]

Debt Service Cover

[●]:1

[●]:1

[●]:1

Interest Cover

[●]:1

[●]:1

[●]:1

Leverage Ratio

[●]:1

[●]:1

[●]:1

4.

We set out below calculations establishing the figures in paragraphs 3 and 4 above:

[●]

5.

[We confirm that no Default is continuing.]*

Signed

…………………..

……………………..

Director

Director

Cash Connect Management Solutions

Proprietary Limited

Cash Connect Management Solutions

Proprietary Limited

113

NOTES:

* If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

114

SCHEDULE 9

TRANSACTION SECURITY

1.

The Borrower shall enter into security documents with the Finance Parties, or other Finance Party indicated below, to establish

the Security set out below over the assets described below (except to the extent that any such asset is expressly excluded by a

Transaction Security Document from the Security created under that agreement):

1.1

a pledge and cession

in securitatem debiti

of all the shares, securities and other ownership interests it holds, from time to

time, together with all its debt claims (on shareholder loan account or otherwise) against any such person;

1.2

a cession

in securitatem debiti

of all its present and future claims, from time to time, against any person (including its

trade debtors);

1.3

a cession

in securitatem debiti

of all its rights and claims in respect of bank accounts (including all cash balances standing

to the credit of those bank accounts), from time to time;

1.4

a cession

in securitatem debiti

 of all insurances taken out by or for the benefit of the Borrower, from time to time, and all

the proceeds receivable under those insurances at any time;

2.

Each Obligor (other than the Borrower ) shall enter into security documents with the Finance Parties, or other Finance Party

indicated below, to establish the Security set out below over the assets described below (except to the extent that any such asset

is expressly excluded by a Transaction Security Document from the Security created under that agreement):

2.1

a pledge and cession

in securitatem debiti

 of all the shares, securities and other ownership interests it holds, from time to

time, (other than those in any subsidiary of Main Street 1723) together with all its debt claims (on shareholder loan

account or otherwise) against any such person;

2.2

a cession

in securitatem debiti

 of all its present and future claims, from time to time, against any person (including its

trade debtors);

2.3

a cession

in securitatem debiti

 of all its rights and claims in respect of bank accounts (including all cash balances standing

to the credit of those bank accounts), from time to time;

2.4

a cession

in securitatem debiti

 of all insurances taken out by or for the benefit of that Obligor, from time to time, and all

the proceeds receivable under those insurances at any time;

2.5

general notarial bonds over the movable assets of Cash Connect Rentals, Deposit Manager and Main Street 1723.

3.

Net1, Luxanio and Ovobix, being the shareholders of the Borrower immediately after the Acquisition, shall enter into a limited

recourse second ranking pledge and cession

in securitatem debiti

 with the Finance Parties with effect from the Acquisition Date

over all the shares, securities and other ownership interests it holds, from time to time, in the Borrower and K2021, together

with all its debt claims (on shareholder loan account or otherwise) against the Borrower and K2021.

115

SCHEDULE 10 

ACCEPTABLE LENDERS

1.

SA BANKS

Absa Bank Limited

The Standard Bank of South Africa Limited

Investec Bank Limited

FirstRand Limited

Nedbank Group Limited

2.

FINANCIAL INSTITUTIONS 

Aluwani Capital Partners Proprietary Limited

Liberty Group Limited

Momentum Metropolitan Holdings Limited

Momentum Metropolitan Life Limited

Old Mutual Life Assurance Company (South Africa) Limited

Old Mutual Limited

Old Mutual Specialised Finance Proprietary Limited

Futuregrowth Limited

Ninety-One SA Proprietary Limited

Stanlib Limited

Ashburton Fund Managers (Pty) Ltd

3.

AFFILIATES

Any affiliate, subsidiary or holding company of the banks and financial institutions listed in this Appendix, and any fund

or entity managed by any of them or any of their affiliates

116

SCHEDULE 11 

DISCLOSURE SCHEDULE

117

CLAUSE NO

CLAUSE NAME

DISCLOSURE

20.14

No proceedings

CCMS received a summons (Case no.:26360/2015) from GJ Attorneys on behalf of Mosotlale Kildare Clothing (Pty) Limited (

Mosotlale

) on 14

December 2015. Mosotlale is claiming an amount of R221,000 together with costs and interest capitalised at 9% per annum. CCMS is defending the

action and claim. No correspondence has been received from Mosotlale since 28 January 2016. The summons and correspondence have been provided

to the Purchaser and included in the Virtual Data Room.

CCMS received a letter from the Breytenbach Mavuso Inc on behalf of Prestprops 1265 CC on 10 August 2021 claiming a suspected breach of

contract. The letter received and all further correspondence has been included in the Virtual Data Room. No value has been indicated

Xavier Bapoo (

Bapoo

) lodged an application with the Labour Court of (Case no.:J3006/17) on 11 September 2018 for what he termed was a

constructive dismissal, after having failed to meet his sales commission targets. Bapoo was claiming an amount of R45,000 related his salary for

November 2017 to January 2018. The application was defended and no further correspondence has been received. Bapoo’s previous attorney

(Kirchmanns Inc.) has withdrawn from the matter effective 6 July 2021 and no new attorney has been appointed.

Main Street 1723 was notified on 13 May 2021 of a CCMA arbitration hearing (scheduled for 14 July 2021) in respect of an ‘Equal pay for work of

equal value - Arbitrary ground’ case brought by Shosholoza Workers Union of South Africa (

Showusa

) on behalf of current employee, Amanda

Mqanda. The hearing was postponed until 10 November 2021 for the Commissioner to have the Main Street 1723 manager present at the hearing.

20.18

Anti-corruption

Confirmed that all businesses are in compliance with applicable anti-corruption laws. There are no formal documented policies in place at present.

118

20.19

Security and

Financial

Indebtedness

Absa Bank Limited, to be repaid on the first Utilisation Date

Borrower

Lender

Facility Description

Facility Limit

CCMS

Absa Bank Limited

Facility A

ZAR182,812,000

CCMS

Absa Bank Limited

Facility B

ZAR275,000,000

CCMS

Absa Bank Limited

Facility C

ZAR215,000,000

CCMS

Absa Bank Limited

Overdraft Facility

ZAR125,000,000

CCMS

Absa Bank Limited

Guarantee

ZAR205,777

CCMS

Absa Bank Limited

Guarantee

ZAR345,000

Main Street 1723

Absa Bank Limited

Guarantee

ZAR530,716

Main Street 1723

Absa Bank Limited

Guarantee

ZAR200,000

Main Street 1723

Absa Bank Limited

Corporate Cards

ZAR100,000

Main Street 1723

Absa Bank Limited

Trading Limits

ZAR5,000,000

Main Street 1723

Absa Bank Limited

Trading Limits

ZAR2,000,000

Main Street 1723

Absa Bank Limited

Trading Limits

ZAR5,000,000

Main Street 1723 and Cash

Connect Rentals

Absa Bank Limited

Asset Finance Facility

ZAR55,000,000

FirstRand Bank Limited (acting through its Wesbank division)

The Wesbank instalment sale agreements dated 13 March, 2017 (in respect of Volkswagen Caddy with engine number CLC154426 with a cash price

of R299,752.39) and 14 March, 2017 (in respect of Volkswagen Caddy with engine number CLC153944 with a cash price of R274,326.39).

Borrower

Lender

Facility Description

Facility Limit

CCMS

FirstRand Bank Limited

Corporate Cards

ZAR822,721

Main Street 1723

FirstRand Bank Limited

Guarantee

ZAR2,573,947

Main Street 1723

FirstRand Bank Limited

Corporate Cards

ZAR200,000

Main Street 1723

FirstRand Bank Limited

Corporate Cards

R250,000

Credit cards and petrol cards held with RMB. See the listing of guarantees in 23.19 below

20.19

Security and

Financial

Indebtedness

Guarantee and Security has been provided to Absa Bank Limited in terms of the CTA and Commercial Asset Facility.

119

23.18

Loans or credit

Main Street 1723 – deposit advance and merchant advance product disclosed

Cash Connect Capital – short term loans (same as K2020)

There are inter-group loans between Cash Connect Management Solutions and the following:

●

Cash Connect Capital

●

Cash Connect Rentals

●

Deposit Manager

●

Main Street 1723

There are inter-group loans between Main Street 1723 and the following:

●

Kazang Prepaid Proprietary Limited

●

Sandulela Technology Proprietary Limited

There are inter-company loans between Ovobix and Luxanio and their respective shareholders that will be purchased by Net 1.

Loan from CCMS to Net1 for R350m disclosed

23.19

No guarantees or

indemnities

Existing guarantee in place between CCMS and K2020 which RMB requested for their funding is disclosed

●

Lease demand guarantee in the amount of R205,777 entered into between FirstRand Bank Limited (as guarantor), CCMS (as applicant) and

Accelerate Property Fund (Proprietary) Limited (as beneficiary) (

Accelerate

) on or about 6 December 2017 in respect of the lease agreement

entered into between CCMS (as lessee) and Accelerate in respect of offices situated at 17th Floor, Portside, 4 Bree Street, Cape Town, 8001.

●

Lease demand guarantee in the amount of R345,000 entered into between FirstRand Bank Limited (as guarantor), CCMS (as applicant) and

Chandolin Investments (Proprietary) Limited (as beneficiary) (

Chandolin

) on or about 5 August 2016 in respect of the lease agreement entered

into between CCMS (as lessee) and Chandolin in respect of the premises situated at 4 Harris Road, Sandton, 2196.

●

Performance demand guarantee in the amount R200,000 with Syntell, Main Street 1723 and ABSA (as guarantor), Main Street 1723 (as applicant)

and Syntell Proprietary Limited (as beneficiary) (

Syntell

) in respect of Main Street 1723's obligations under a contract between Main Street 1723

and Syntell in respect of the payment of funds due to Syntell.

●

Lease demand guarantee in the amount of R530,715.72 entered into between ABSA (as guarantor), Main Street 1723 (as applicant) and Fundamental

Holdings Proprietary Limited (as beneficiary) (

Fundamental Holdings

) on or about 30 July 2018 in respect of the lease agreement entered into

between Main Street 1723 (as lessee) and Fundamental Holdings in respect of Erf Sable Square, c/o Bosmansdam Road and Ratanga Roads,

Milnerton Cape Town.

●

Sandulela Technology was required to provide the City of Cape Town with a guarantee/performance security in the amount of R2,573,946.76

(

Sandulela Guarantee

) as a condition to the tender contract. Sandulela Technology approached FirstRand Bank Limited (acting through its RMB

Corporate Banking division) (

RMB

) to provide the City of Cape Town with the Sandulela Guarantee and RMB simultaneously required Sandulela

Technology to provide security or obtain a third party indemnity to indemnify RMB against the Sandulela Guarantee. Accordingly:

Main Street 1723 (as holder of 49% of the shares in Sandulela Technology) provided a third party indemnity to RMB in respect of the Sandulela

Guarantee (the

Main Street 1723 Indemnity

); and

Nkululeko Ntsikelelo Mvulana indemnified Main Street 1723 against payment to RMB under the Main Street 1723 Indemnity for an amount in

excess of the pro rata shareholding ratio (as required under the shareholders agreement in respect of Sandulela Technology) (the

Mvulana

Indemnity

).

1

SIGNATURE PAGE

THE BORROWER

/s/ Steven J Heilbron

For and on behalf of:

Cash Connect Management Solutions

Proprietary Limited

For and on behalf of:

Cash Connect Management Solutions

Proprietary Limited

Name:

Steven J. Heilbron

Name:

Office:

Director

Office:

(who warrants his authority)

(who warrants his authority)

2

SIGNATURE PAGE

THE GUARANTORS

/s/ Steven J Heilbron

For and on behalf of:

Cash Connect Rentals Proprietary Limited

For and on behalf of:

Cash Connect Rentals Proprietary Limited

Name:

Steven J. Heilbron

Name:

Office:

Director

Office:

(who warrants his authority)

(who warrants his authority)

3

SIGNATURE PAGE

THE GUARANTORS

/s/ Steven J Heilbron

For and on behalf of:

Deposit Manager Proprietary Limited

For and on behalf of:

Deposit Manager Proprietary Limited

Name:

Steven J. Heilbron

Name:

Office:

Director

Office:

(who warrants his authority)

(who warrants his authority)

4

SIGNATURE PAGE

THE GUARANTORS

/s/ Steven J Heilbron

For and on behalf of:

Cash Connect Capital Proprietary Limited

For and on behalf of:

Cash Connect Capital Proprietary Limited

Name:

Steven J. Heilbron

Name:

Office:

Director

Office:

(who warrants his authority)

(who warrants his authority)

5

SIGNATURE PAGE

THE GUARANTORS

/s/ Steven J Heilbron

For and on behalf of:

Main Street 1723 Proprietary Limited

For and on behalf of:

Main Street 1723 Proprietary Limited

Name:

Steven J. Heilbron

Name:

Office:

Director

Office:

(who warrants his authority)

(who warrants his authority)

6

SIGNATURE PAGE

THE GUARANTORS

/s/ Steven J Heilbron

For and on behalf of:

K2021477132 (South Africa) Proprietary

Limited

For and on behalf of:

K2021477132 (South Africa) Proprietary

Limited

Name:

Steven J. Heilbron

Name:

Office:

Director

Office:

(who warrants his authority)

(who warrants his authority)

7

SIGNATURE PAGE

THE GUARANTORS

/s/ Steven J Heilbron

For and on behalf of:

K2020263969 (South Africa) Proprietary

Limited

For and on behalf of:

K2020263969 (South Africa) Proprietary

Limited

Name:

Steven J. Heilbron

Name:

Office:

Director

Office:

(who warrants his authority)

(who warrants his authority)

8

SIGNATURE PAGE

THE ARRANGER

/s/ Kedy Mazibuko /s/ Kayleigh Spurway

For and on behalf of:

FirstRand Bank Limited (acting through its

Rand Merchant Bank division)

For and on behalf of:

FirstRand Bank Limited (acting through its

Rand Merchant Bank division)

Name:

Kedy Mazibuko

Name:

Kayleigh Spurway

Office:

Authorised

Office:

Authorised

(who warrants his authority)

(who warrants his authority)

9

SIGNATURE PAGE

THE FACILITY AGENT

/s/ Kedy Mazibuko /s/ Kayleigh Spurway

For and on behalf of:

FirstRand Bank Limited (acting through its

Rand Merchant Bank division)

For and on behalf of:

FirstRand Bank Limited (acting through its

Rand Merchant Bank division)

Name:

Kedy Mazibuko

Name:

Kayleigh Spurway

Office:

Authorised

Office:

Authorised

(who warrants his authority)

(who warrants his authority)

10

SIGNATURE PAGE

THE ORIGINAL TERM LENDER\

/s/ Kedy Mazibuko /s/ Kayleigh Spurway

For and on behalf of:

FirstRand Bank Limited (acting through its

Rand Merchant Bank division)

For and on behalf of:

FirstRand Bank Limited (acting through its

Rand Merchant Bank division)

Name:

Kedy Mazibuko

Name:

Kayleigh Spurway

Office:

Authorised

Office:

Authorised

(who warrants his authority)

(who warrants his authority)

11

SIGNATURE PAGE

THE GBF LENDER

/s/ Walley Laurens /s/ Gerard Jagga

For and on behalf of:

FirstRand Bank Limited (acting through its

Rand Merchant Bank division)

For and on behalf of:

FirstRand Bank Limited (acting through its

Rand Merchant Bank division)

Name:

Wally Laurens

Name:

Gerard Jagga

Office:

Authorised

Office:

Authorised

(who warrants his authority)

(who warrants his authority)

EX-10.56

1

To:

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY LIMITED

4 Harris Road

Sandton

Johannesburg

Gauteng, 2196

Email: XXX

Attention: Steven Heilbron

From:

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)

 (in its

capacity as Facility Agent under the Facilities Agreement (defined below))

22 March, 2022

Dear Sirs,

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY LIMITED

FACILITIES AGREEMENT

1.

BACKGROUND

1.1

We refer to:

1.1.1

the facilities agreement dated on or about 24 January, 2022 between, amongst others, Cash Connect Management

Solutions Proprietary Limited (the

Company

) and FirstRand Bank Limited (acting through its Rand Merchant

Bank division) (as original term lender, mandated lead arranger, general banking facilities lender and the facility

agent) (the

Facilities Agreement

);

1.1.2

the general banking facility agreement dated on or about 25 January, 2022 between, amongst others, the

Company and FirstRand Bank (acting through its Rand Merchant Bank division) (the

GBF Agreement

),

(the Facilities Agreement and GBF Agreement, each a

Relevant Finance Document

)

1.2

This letter is supplemental to and amends the Facilities Agreement pursuant to clause 36 (Amendments and waivers) of

the Facilities Agreement and clause 17 (Miscellaneous) of the GBF Agreement.

2.

INTERPRETATION

2.1

Capitalised terms defined in the Facilities Agreement have the same meaning when used in this letter unless expressly

defined in this letter.

2.2

The provisions of clause 1.2 (Construction) of the Facilities Agreement apply to this letter as though they were set out

in full in this letter except that references to the Facilities Agreement are to be construed as references to this letter.

2.3

In this letter,

Effective Date

 means the date on which this letter has been signed by all Parties to it.

3.

AMENDMENTS

3.1

Each Relevant Finance Document will be amended on and with effect from the Effective Date in accordance with

paragraph

 below.

The Facilities Agreement will be amended as follows:

3.1.1

clause 1.1.110 (Definitions) of the Facilities Agreement will be deleted in its entirety and replaced with the

following new clause 1.1.110:

"1.1.110

Original GBF Commitment

 means ZAR205,000,000 from the Closing Date and R125,000,000 from

the date occurring one year and one day from the date of this Agreement."

2

3.1.2

clause 1.1.151 (Definitions) of the Facilities Agreement will be deleted in its entirety and replaced with the

following new clause 1.1.151:

"

1.1.151

Total Commitments

 means the aggregate of:

(a) the Total Facility A Commitments;

(b) the Total Facility B Commitments;

(c) the Total GBF Commitments,

being ZAR1,380,000,000 at the date of this Agreement. "

3.1.3

clause 1.1.154 (Definitions) of the Facilities Agreement will be deleted in its entirety and replaced with the

following new clause 1.1.154:

"1.1.154

Total GBF Commitments

 means the aggregate of the GBF Commitments, being ZAR205,000,000

from the Closing Date and ZAR125,000,000 from the date occurring one year and one day from the

date of this Agreement."

3.1.4

clause 13 (

Non-refundable Structuring fee

) of the Facilities Agreement will be deleted in its entirety and replaced

with the following new clause 13:

"13.1

Non-refundable Structuring fee

13.1.1 The Borrower shall pay to the Lender, a non-refundable structuring fee in an amount equal to

ZAR4,800,000 (excluding VAT) (the

Non-refundable Structuring Fee

).

13.1.2 On the Closing Date, the Non-refundable Structuring Fee shall accrue in full, be capitalised to

Facility A and increase the Facility A Commitment by the amount of the Non-refundable Structuring

Fee.

13.1.4 All fees due and payable to the Lender under this Clause 13.1, once paid, are non-refundable and

will not discharge any other obligations to pay any fees or other amount due under the Finance

Documents."

3.1.5

clause 22.1.3 (Financial Definitions) of the Facilities Agreement will be deleted in its entirety and replaced with

the following new clause 22.1.3:

22.1.3

Cashflow

 means, in respect of any Measurement Period, Consolidated EBITDA for that

Measurement Period after:

(a) adding the amount of any decrease (and deducting the amount of any increase) in Working

Capital for that Measurement Period (save for any decrease or increase in relation to

activities where the Covenant Group acted as agent);

(b) adding the amount of any cash receipts (and deducting the amount of any cash payments)

during that Measurement Period in respect of any Exceptional Items not already taken account

of in calculating Consolidated EBITDA for any Measurement Period (other than, in the case of

cash receipts, Relevant Proceeds);

(c) adding the amount of any cash receipts during that Measurement Period in respect of any Tax

rebates or credits and deducting the amount actually paid or due and payable in respect of

Taxes during that Measurement Period by any member of the Covenant Group;

(d) adding (to the extent not already taken into account in determining Consolidated EBITDA) the

amount of any dividends or other profit distributions received in cash by any member of the

Group during that Measurement Period from any entity which is itself not a member of the

Group and deducting (to the extent not already deducted in determining Consolidated

3

EBITDA) the amount of any dividends paid in cash during the Measurement Period to

minority shareholders in members of the Group;

(e) adding the amount of any increase in provisions, other non-cash debits and other non-cash

charges (which are not Current Assets or Current Liabilities) and deducting the amount of any

non-cash credits (which are not Current Assets or Current Liabilities) in each case to the

extent taken into account in establishing Consolidated EBITDA;

(f) deducting 25 per cent. of the amount of any Capital Expenditure actually made (or due to be

made) in cash for the purposes of maintenance during that Measurement Period by any

member of the Covenant Group:

(h) deducting the amount of any trade payable in relation to any Excess Inventory;

(i) adding the amount of any trade payable in relation to any Excess Inventory as

calculated at the beginning of the Measurement Period,

and so that no amount shall be added (or deducted) more than once.

3.1.6

clause 22.2.3 (Leverage Ratio) of the Facilities Agreement will be deleted in its entirety and replaced with the

following new clause 22.2.3:

"22.2.3

Leverage Ratio:

The Obligors shall ensure that the Leverage Ratio for any Measurement Period shall not be more

than the ratio set out in column 2 below opposite that Measurement Period:

Measurement Period

Ratio

[Column 1]

[Column 2]

Closing Date

4.00 : 1

Each Measurement Period ending before or on 31 December, 2022:

3.75 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2023:

3.25 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2024:

2.75 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2025:

2.50 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2026:

2.25 : 1

3.2

The GBF Agreement will be amended as follows:

3.2.1

inserting a new clause 1.9 after the existing clause 1.8:

"

1.9.

Short Term Direct

Borrower: Cash Connect Management Solutions (Pty) Ltd

Facility Amount: ZAR80,000,000 (eighty million Rand)

Utilisation: General Banking Products.

Term of Facility: 12 months and 1 day

."

4

4.

REPRESENTATIONS

Each Obligor confirms to each Finance Party that on the date of this letter and on the Effective Date, all the representations

and warranties set out in clause 20 of the Facilities Agreement:

4.1

are true; and

4.2

would also be true if references to the Facilities Agreement were construed as references to the Facilities Agreement as

amended by this letter.

Each representation and warranty is applied to the circumstances existing at the time the representation and warranty is made.

5.

GUARANTEE AND SECURITY CONFIRMATION

5.1

Each Guarantor confirms that, notwithstanding the amendments to the Relevant Finance Documents effected by this

letter, the guarantee and indemnity given under the Facilities Agreement continues in full force and effect and extends

to, and operates as an effective unconditional guarantee of all present and future obligations and liabilities of each

Obligor under the Finance Documents.

5.2

Each Obligor confirms that, notwithstanding the amendments to the Relevant Finance Documents effected by this letter,

the liabilities and obligations arising under the Facilities Agreement, as amended, shall form part of (but not be limited

to) the Security created under the Security Agreements to which that Obligor is party to secure any obligation of any

Obligor to a Finance Party under the Finance Documents.

6.

MISCELLANEOUS

6.1

This letter is a Finance Document.

6.2

From the Effective Date, each Relevant Finance Document and this letter will be read and construed as one document.

6.3

Except as expressly otherwise provided in this letter, no amendment, variation or change is made to any Finance

Document and all the Finance Documents remain in full force and effect in accordance with their terms.

6.4

Except to the extent expressly waived in this letter, no waiver of any provision of any Finance Document is given by the

terms of this letter and the Finance Parties expressly reserve all their rights and remedies in respect of any breach of, or

other Default under, the Finance Documents.

7.

COUNTERPARTS

This letter may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original,

but all the counterparts together shall constitute one letter. Delivery of an executed scanned counterpart of a signature page of

this letter by e-mail shall be effective as delivery of an original executed counterpart hereof.

8.

GOVERNING LAW

This letter is governed by the laws of South Africa.

If you agree to the above, please sign where indicated below.

Yours sincerely,

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)

(in its capacity as Facility Agent)

By:

/s/ Wade Cresswell /s/ Kedi Mazibuko

_____________________________ _____________________________

Name

: Wade Cresswell 

Name

: Kedi Mazibuko

5

Date

: March 22, 2022 

Date

: March 22, 2022

6

We agree to the above.

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY LIMITED

By:

_/s/ Steven J. Heilbron____________________________

(who warrants his authority)

Name

: _Steven J. Heilbron_____________________

Date

: _March 16, 2022_____________________

CASH CONNECT RENTALS PROPRIETARY LIMITED

By:

_/s/ Steven J. Heilbron ____________________________

(who warrants his authority)

Name

: _Steven J. Heilbron_____________________

Date

: _March 16, 2022_____________________

DEPOSIT MANAGER PROPRIETARY LIMITED

By:

_/s/ Steven J. Heilbron ____________________________

(who warrants his authority)

Name

: _Steven J. Heilbron_____________________

Date

: _March 16, 2022_____________________

CASH CONNECT CAPITAL PROPRIETARY LIMITED

7

By:

_/s/ Steven J. Heilbron ____________________________

(who warrants his authority)

Name

: _Steven J. Heilbron_____________________

Date

: _March 16, 2022_____________________

MAIN STREET 1723 (SOUTH AFRICA) PROPRIETARY LIMITED

By:

_/s/ Steven J. Heilbron ____________________________

(who warrants his authority)

Name

: _Steven J. Heilbron_____________________

Date

: _March 16, 2022_____________________

K2021477132 (SOUTH AFRICA) PROPRIETARY LIMITED

By:

__/s/ Steven J. Heilbron ___________________________

(who warrants his authority)

Name

: _Steven J. Heilbron_____________________

Date

: _March 16, 2022_____________________

K2020263969 (SOUTH AFRICA) PROPRIETARY LIMITED

By:

__/s/ Steven J. Heilbron ___________________________

8

(who warrants his authority)

Name

: _Steven J. Heilbron_____________________

Date

: _18/3/2022_____________________

EX-10.57

1

To:

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY LIMITED

4 Harris Road

Sandton

Johannesburg

Gauteng, 2196

Email: XXX

Attention: Steven Heilbron

From:

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)

 (in its

capacity as Facility Agent under the Facilities Agreement (defined below))

12 April, 2022

Dear Sirs,

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY LIMITED

FACILITIES AGREEMENT

1.

BACKGROUND

1.1

We refer to the facilities agreement dated on or about 24 January, 2022 between, amongst others, Cash Connect

Management Solutions Proprietary Limited (the

Company

) and FirstRand Bank Limited (acting through its Rand

Merchant Bank division) (as original term lender, mandated lead arranger, general banking facilities lender and the

facility agent) as amended by an amendment letter dated 22 March, 2022 (the

Facilities Agreement

):

1.2

This letter is supplemental to and amends the Facilities Agreement pursuant to clause 36 (Amendments and waivers) of

the Facilities Agreement.

2.

INTERPRETATION

2.1

Capitalised terms defined in the Facilities Agreement have the same meaning when used in this letter unless expressly

defined in this letter.

2.2

The provisions of clause 1.2 (Construction) of the Facilities Agreement apply to this letter as though they were set out

in full in this letter except that references to the Facilities Agreement are to be construed as references to this letter.

2.3

In this letter,

Effective Date

 means the date on which this letter has been signed by all Parties to it.

3.

AMENDMENTS

The Facilities Agreement will be amended by deleting clause 1.1.14 (Definitions) of the Facilities Agreement in its entirety

and replaced with the following new clause 1.1.14:

"1.1.14

Availability Period

means, in relation to a Term Facility, the period from and including the Closing Date to and

including 6 May, 2022."

4.

REINSTATEMENT OF COMMITMENT

The Parties agree that any part of any Commitments which were cancelled pursuant to the provisions of the Facilities

Agreement is reinstated on the Effective Date.

5.

REPRESENTATIONS

Each Obligor confirms to each Finance Party that on the date of this letter and on the Effective Date, all the representations

and warranties set out in clause 20 of the Facilities Agreement:

5.1

are true; and

2

5.2

would also be true if references to the Facilities Agreement were construed as references to the Facilities Agreement as

amended by this letter.

Each representation and warranty is applied to the circumstances existing at the time the representation and warranty is made.

6.

GUARANTEE AND SECURITY CONFIRMATION

6.1

Each Guarantor confirms that, notwithstanding the amendments to the Facilities Agreement effected by this letter, the

guarantee and indemnity given under the Facilities Agreement continues in full force and effect and extends to, and

operates as an effective unconditional guarantee of all present and future obligations and liabilities of each Obligor

under the Finance Documents.

6.2

Each Obligor confirms that, notwithstanding the amendments to the Facilities Agreement effected by this letter, the

liabilities and obligations arising under the Facilities Agreement, as amended, shall form part of (but not be limited to)

the Security created under the Security Agreements to which that Obligor is party to secure any obligation of any

Obligor to a Finance Party under the Finance Documents.

6.3

Notwithstanding the provisions of clause 6 of the pledge and cession dated 22 March, 2022 between the Obligors and

the Lender, the Parties agree that the documents required to be delivered under that clause may be delivered to the

Lender 1 Business Day after the first Utilisation Date under the Facilities Agreement and the Lender waives any Event

of Default which occurred as a result of the Obligors not delivering such documents by no later than 5 Business Days

after the Closing Date.

7.

MISCELLANEOUS

7.1

This letter is a Finance Document.

7.2

From the Effective Date, the Facilities Agreement and this letter will be read and construed as one document.

7.3

Except as expressly otherwise provided in this letter, no amendment, variation or change is made to any Finance

Document and all the Finance Documents remain in full force and effect in accordance with their terms.

7.4

Except to the extent expressly waived in this letter, no waiver of any provision of any Finance Document is given by the

terms of this letter and the Finance Parties expressly reserve all their rights and remedies in respect of any breach of, or

other Default under, the Finance Documents.

8.

COUNTERPARTS

This letter may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original,

but all the counterparts together shall constitute one letter. Delivery of an executed scanned counterpart of a signature page of

this letter by e-mail shall be effective as delivery of an original executed counterpart hereof.

9.

GOVERNING LAW

This letter is governed by the laws of South Africa.

If you agree to the above, please sign where indicated below.

3

Yours sincerely,

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)

(in its capacity as Facility Agent)

By:

/s/ Wade Terrence Cresswell /s/ Kedi Mazibuko

_____________________________ _____________________________

Name

: Wade Terrence Cresswell 

Name

: Kedi Mazibuko

Date

: April 12, 2022 

Date

: April 12, 2022

4

We agree to the above.

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY LIMITED

By:

_/s/ Steven J. Heilbron____________________________

(who warrants his authority)

Name

: _Steven J. Heilbron_____________________

Date

: _12 April, 2022_____________________

CASH CONNECT RENTALS PROPRIETARY LIMITED

By:

_/s/ Steven J. Heilbron____________________________

(who warrants his authority)

Name

: _Steven J. Heilbron_____________________

Date

: _12 April, 2022_____________________

DEPOSIT MANAGER PROPRIETARY LIMITED

By:

_/s/ Steven J. Heilbron____________________________

(who warrants his authority)

Name

: _Steven J. Heilbron_____________________

Date

: _12 April, 2022_____________________

CASH CONNECT CAPITAL PROPRIETARY LIMITED

5

By:

_/s/ Steven J. Heilbron____________________________

(who warrants his authority)

Name

: _Steven J. Heilbron_____________________

Date

: _12 April, 2022_____________________

MAIN STREET 1723 (SOUTH AFRICA) PROPRIETARY LIMITED

By:

_/s/ Steven J. Heilbron____________________________

(who warrants his authority)

Name

: _Steven J. Heilbron_____________________

Date

: _12 April, 2022_____________________

K2021477132 (SOUTH AFRICA) PROPRIETARY LIMITED

By:

_/s/ Steven J. Heilbron____________________________

(who warrants his authority)

Name

: _Steven J. Heilbron_____________________

Date

: _12 April, 2022_____________________

K2020263969 (SOUTH AFRICA) PROPRIETARY LIMITED

By:

_/s/ Steven J. Heilbron____________________________

6

(who warrants his authority)

Name

: _Steven J. Heilbron_____________________

Date

: _12 April, 2022_____________________

EX-10.58

1

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT

 (the “

Agreement

”), dated as of March 22, 2022, among

NET1

UEPS TECHNOLOGIES, INC.

, a public company incorporated in the State of Florida (the “

Company

”),

NET1

APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

, a private company incorporated in the

Republic of South Africa (“

Net1 SA

”), and

VALUE CAPITAL PARTNERS PROPRIETARY LIMITED

, a private

company incorporated in the Republic of South Africa (“

VCP

”), for itself and in its capacity as investment manager of

the Funds. Capitalized terms used herein and not otherwise defined herein are defined in Section

 hereof.

WHEREAS

, subject to the terms and conditions set forth in this Agreement, VCP wishes to procure that the

Funds purchase from the Company and the Company wishes to issue and sell to the Funds, up to Three Hundred Fifty

Million South African Rand (ZAR 350 million or its U.S. dollar equivalent) of the Company’s common stock, par value

$0.001 per share (including any class of shares having substantially the same rights following any reorganization,

recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) (the “

Common Stock

”),

as determined in accordance with this Agreement. The shares of Common Stock to be issued to the Funds in connection

with any purchase of Common Stock pursuant to Section

 of this Agreement shall be issued from the South African

branch register and are referred to as the “

Securities

”. 

NOW THEREFORE

, the parties hereto agree as follows:

1.

PURCHASE OF SECURITIES.

Subject to the terms and conditions set forth in this Agreement, VCP has the obligation to procure that the Funds

will subscribe for, and the Company has the obligation to issue and sell to the Funds, Common Stock as follows:

(a)

Effectiveness. The obligation of the parties hereunder shall be subject to satisfaction of the following

conditions precedent by no later than the Longstop Date:

(i)

the acquisition transactions contemplated by the Sale Agreement shall have been consummated

such that the Closing shall have occurred; and

(ii)

the Company and VCP shall have entered into Amendment No. 2 to the Cooperation Agreement

between the Company and

VCP, which Amendment No. 2 shall be substantially in the form of Exhibit A attached

hereto.

(b)

The Party’s Obligations. The Company shall, as soon as practicably possible after the occurrence of a

Trigger Event (as defined below), notify VCP in writing of such Trigger Event and of its election for a subscription to

occur pursuant to the terms of this Agreement. Subject to the terms and conditions of this Agreement and after satisfaction

of the conditions precedent set forth in Section 1(a) above (the date of such satisfaction of such conditions precedent, the

“

Commencement Date

”), in the event of a Trigger Event (as defined below) and the notification described in the

preceding sentence, VCP shall procure that one or more of the Funds (the “

Purchasing Funds

”) will (in such proportions

as VCP will promptly communicate in writing to the Company), subscribe for, and the Company shall have the obligation

to issue and sell to the Purchasing Funds, Common Stock if (i) an Event of Default occurs (a “

Default Trigger Event

”),

(ii) Net1 SA fails to pay all outstanding amounts in respect of Facility H on the Maturity Date (a “

Facility H Trigger

Event

”), or (iii) the market capitalization of the Company on the Principal Market (based on the closing price on such

exchange) falls and remains below the U.S. dollar equivalent of Two Billion Six Hundred Million South African Rand

(ZAR 2,600,000,000) on more than one day (a “

Net 1 Market Price Trigger Event

”, and each of a Net 1 Market Price

Trigger Event, a Default Trigger Event and a Facility H Trigger Event, being referred to as a “

Trigger Event

”). The U.S.

dollar equivalent market capitalization shall be calculated and converted into South African Rand in accordance with the

following formula:

(x) ONS multiplied by (y) “X” multiplied by (z) “ER” 

where “ONS” is the outstanding number of shares of Common Stock on the date of determination; “X” is the

closing price of the Company’s Common Stock on the Principal Market on the date of determination; and “ER”

is the rate at which ZAR may be exchanged into U.S. dollars, as set forth at the closing of the Principal Market on

the date of determination on the Reuters World Currency Page “FX=” for ZAR. 

Exhibit 10.58

2

In the event of a Trigger Event, VCP shall procure that the Purchasing Funds pay, in accordance with Section

 below,

ZAR 350,000,000 (the “

Purchase Amount

”) for the purchase (the “

Purchase

”) of such number of shares of Common

Stock (the “

Securities

”) as results from the application of the following formula: 

(x) 350,000,000 divided by (y) the product of (a) “ER” multiplied by (b) “Y”

where “ER” is the rate at which ZAR may be exchanged into U.S. dollars, as set forth at the closing of the Principal

Market on the Determination Date (as defined below) on the Reuters World Currency Page “FX=” for ZAR; and

“Y” is the volume weighted average price of Common Stock on the Principal Market on the Determination Date. 

(c)

Payment for Common Stock. In the event of a Default Trigger Event or a Facility H Trigger Event, the

date of determination of such number of shares of Common Stock shall be five (5) Business Days (the “

Default Event

Determination Date

”) after the date of release by the Company (after such Default Trigger Event or Facility H Trigger

Event) of its most recent quarterly results advising shareholders of the occurrence of such Default Trigger Event or Facility

H Trigger Event. In the event of a Net 1 Market Price Trigger Event, the date of determination of such number of shares

of Common Stock (the “

Market Event Determination Date

” and together with the Default Event Determination Date,

the “

Determination Date

”) shall be the date of the Net 1 Market Price Trigger Event. VCP shall procure that the

Purchasing Funds pay to the Company an amount equal to the Purchase Amount as full payment for such Common Stock

via wire transfer of immediately available funds in ZAR into a ZAR denominated non-resident bank account in South

Africa within no more than twenty (20) Business Days of any Determination Date. Upon receipt by the Company of full

payment of the Purchase Amount related to such Purchase, the Company shall promptly deliver notice to the Transfer

Agent of the Purchase, including instructions to the Transfer Agent to promptly issue the Securities to each of the

Purchasing Funds in such number as may be stipulated in such instruction. Should a Default Trigger Event or a Facility H

Trigger Event occur, and before the Default Event Determination Date, a Net 1 Market Price Trigger Event occurs, the

subscription pursuant to the Net 1 Market Price Trigger Event shall apply to the exclusion of the subscription pursuant to

either a Default Trigger Event or a Facility H Trigger Event. All payments made under this Agreement shall be made in

lawful money of the Republic of South Africa via wire transfer of immediately available funds to such account in the

Republic of South Africa as the Company may from time to time designate by written notice in accordance with the

provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any

day that is not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day. The

Company shall procure that the Securities are listed on the South African branch of the securities register maintained by

the Company.

(d)

Use of Proceeds. The Company and Net1 SA shall use the net proceeds from the sale of Securities

hereunder to settle Facility H, and Facility G, in accordance with the terms thereof.

(e)

Purchase Limitation. Notwithstanding anything else herein to the contrary, the Company shall not issue

or sell shares of Common Stock and VCP shall not purchase any shares of Common Stock and VCP shall procure that

none of the Funds will subscribe for any shares of Common Stock in any such issuance, which, in the aggregate, are in

excess of the Share Cap without Requisite Stockholder Approval.

2.

VCP’S REPRESENTATIONS AND WARRANTIES.

VCP represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

(a)

VCP Status. VCP has discretionary authority to act on behalf of the Funds and has full investment

authority to commit the Funds’ respective capital to give effect to the terms hereof.

(b)

Investment Purpose. VCP is entering into this Agreement for itself and on behalf of the Funds and

acquiring the Securities for the account of the Purchasing Funds for investment only and not with a view towards, or for

resale in connection with, the public sale or distribution thereof.

(c)

Accredited Investor Status. Each of VCP and the Funds is an “accredited investor” as that term is defined

in Rule 501 of Regulation D of the 1933 Act.

(d)

Reliance on Exemptions. VCP, as manager of the Funds, understands that the Securities are being offered

and sold to the Purchasing Funds in reliance on specific exemptions from the registration requirements of United States

federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and VCP’s

compliance with, the representations, warranties, agreements, acknowledgments and understandings of VCP set forth

herein in order to determine the availability of such exemptions and the eligibility of the Purchasing Funds to acquire the

Securities.

3

(e)

Information. VCP has been furnished with all materials relating to the business, finances and operations

of the Company and materials relating to the offer and sale of the Securities that have been reasonably requested by VCP,

including, without limitation, all reports, schedules, forms, statements and other documents required to be filed with the

SEC pursuant to the reporting requirements of the 1934 Act (including all exhibits included therein and financial

statements and schedules thereto and documents incorporated by reference therein). VCP understands that its investment

in the Securities involves a high degree of risk. VCP has such knowledge and experience in financial and business matters

that it is capable of evaluating the merits and risks of the proposed investment in the Securities and has had an opportunity

to ask questions of and receive answers from the officers of the Company concerning the financial condition and business

of the Company and other matters related to an investment in the Securities. Neither such inquiries nor any other due

diligence investigations conducted by VCP or its representatives shall modify, amend or affect VCP’s right to rely on the

Company’s representations and warranties contained in Section

 below. VCP has sought such accounting, legal and tax

advice as it has considered necessary to make an informed investment decision with respect to procuring the acquisition

by the Purchasing Funds of the Securities.

(f)

No Governmental Review. VCP, as manager of the Funds, understands that no United States federal or

state agency or any other government or governmental agency has passed on or made any recommendation or endorsement

of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or

endorsed the merits of the transaction of the Securities.

(g)

Transfer or Sale. VCP, as manager of the Funds, understands that: (i) the Securities have not been and

are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or

transferred unless (A) subsequently registered thereunder or (B) an exemption exists permitting such Securities to be sold,

assigned or transferred without such registration; (ii) any sale of the Securities made in reliance on Rule 144 may be made

only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under

circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as

that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules

and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to

register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any

exemption thereunder.

(h)

Organization. Each of VCP and, to the best of VCP’s knowledge and belief, each of the Funds is a limited

liability company, limited liability partnership, investment scheme in hedge funds or pension fund organization duly

organized and validly existing in good standing under the laws of the jurisdiction in which it is organized, and has the

requisite organizational power and authority to own its properties and to carry on its business as now being conducted. 

(i)

Authorization; Vali dity; Enforcement. This Agreement has been duly and validly authorized, executed

and delivered on behalf of VCP (by means of VCP’s signature therefor) and is a valid and binding agreement of VCP

enforceable against VCP in accordance with its terms, subject as to enforceability to (i) general principles of equity and

to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or

affecting generally, the enforcement of applicable creditors’ rights and remedies and (ii) public policy underlying any law,

rule or regulation (including any federal or state securities law, rule or regulation) with regards to indemnification,

contribution or exculpation. The approval, implementation, execution and delivery of this Agreement and the

consummation by VCP and the Funds of the transactions contemplated hereby does not conflict with VCP’s or, to the best

of VCP’s knowledge and belief, the Funds’ certificate of organization or operating agreement or similar documents, and

do not require further consent or authorization by VCP or, to the best of VCP’s knowledge and belief, the Funds, or either

of their managers or members.

(j)

No Prior Short Selling. VCP represents and warrants to the Company that at no time prior to the date of

this Agreement has any of VCP , its agents, representatives or affiliates engaged in or effected, in any manner whatsoever,

directly or indirectly, for itself or on behalf of the Funds any (i) “short sale” (as such term is defined in Section 242.200

of Regulation SHO of the 1934 Act) of the Securities or (ii) hedging transaction, which establishes a net short position

with respect to the Securities.

3.

REPRESENTATION S AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to VCP that as of the date hereof and as of the Commencement Date:

(a)

Organization. The Company is a corporation duly organized and validly existing in good standing under

the laws of the jurisdiction in which it is organized, and has the requisite organizational power and authority to own its

properties and to carry on its business as now being conducted.

4

(b)

Authorization; Validity ; Enforcement. The Company has the requisite power and authority to enter into

and perform its obligations under this Agreement and to issue the Securities in accordance with the terms hereof. The

execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated

hereby, including without limitation the issuance of the Securities issuable under this Agreement, have been duly

authorized by the board of directors of the Company (the “

Board of Directors

”) or a duly authorized committee thereof,

do not conflict with the Company’s articles of incorporation or bylaws, and do not require further consent or authorization

by the Company, its Board of Directors or its shareholders. This Agreement has been duly executed and delivered by the

Company. This Agreement constitutes the valid and binding obligation of the Company enforceable against the Company

in accordance with its terms, except as such enforceability may be limited by (i) general principles of equity or applicable

bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the

enforcement of creditors’ rights and remedies and (ii) public policy underlying any law, rule or regulation (including any

federal or state securities law, rule or regulation) with regards to indemnification, contribution or exculpation. 

(c)

 Issuance of Securities. The Securities have been duly authorized and, upon issuance and payment

therefore in accordance with the terms hereof, shall be (i) validly issued, fully paid and non-assessable and (ii) free from

all liens, charges and other encumbrances with respect to the issuance thereof.

(d)

Third-Party Authorization. The Company has obtained all such approvals, authorizations, permissions

and consents as may be required under applicable law, rules and regulations in order to enter into, implement and otherwise

give effect to this Agreement.

4.

COVENANTS.

(a)

Payment of Commitment Fee. Net1 SA shall pay VCP, for the benefit of the Purchasing Funds, a

commitment fee in an amount equal to Five Million Two Hundred Fifty Thousand South African Rand (ZAR 5,250,000),

excluding VAT, in aggregate, free of exchange and bank charges and without deduction or set-off of any nature, which

fee shall become due and payable on the date of first draw down by Net1 SA under the Loan Facilities.

(b)

Filing of Form 8-K. The Company agrees that it shall, within the time required under the 1934 Act, file

a Report on Form 8-K disclosing this Agreement and the transaction contemplated hereby. 

(c)

Blue Sky. The Company shall take such action, if any, as is reasonably necessary in order to obtain an

exemption for or to qualify the sale of the Securities by the Purchasing Funds under applicable securities or “Blue Sky”

laws of the states of the United States in such states; provided, however, that the Company shall not be obligated to file

any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction

in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is

not otherwise so subject.

(d)

Limitation on Short Sales and Hedging Transactions. VCP on its own behalf and on behalf of the

Purchasing Funds agrees that beginning on the date of this Agreement and ending on the date of termination of this

Agreement as provided in Section

, VCP and its agents, representatives and affiliates shall not in any manner

whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Section 242.200 of

Regulation SHO of the 1934 Act) of the Securities or (ii) hedging transaction, which establishes a net short position with

respect to the Securities.

(e)

Minimum Holdings of Company. VCP undertakes, for so long as any the Loan Facilities have not been

settled in full, that the Funds will not sell any shares if the result of the sale would be that the Funds together shall cease

to Beneficially Own at least twenty percent (20%) of the issued and outstanding shares of the Common Stock of the

Company.

(f)

Amendments to Financing Agreements. The Company and Net1 SA agree that they will not effect any

amendments to the agreements containing the Loan Facilities, to the extent

that any such amendments would adversely

affect VCP’s obligations under this Agreement, without the prior written consent of VCP.

(g)

Disposition of Securities. VCP shall not exercise any of its powers and rights in respect of the Funds to

sell or transfer any Securities except as provided in this Agreement or as between any of the Funds. VCP shall not exercise

any of its rights or powers in relation to the Funds to sell or transfer any Securities except pursuant to Rule 144 under the

1933 Act or another exemption from the registration requirements under the 1933 Act. 

5

5.

TRANSFER AGENT INSTRUCTIONS.

The Securities shall be issued in certificated or restricted book-entry form and shall bear a restrictive legend

substantially similar to the following:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE

STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR

INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR

ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE

SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE

STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE

SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL,

IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT

OR APPLICABLE STATE SECURITIES LAWS.

6.

CERTAIN DEFINED TERMS.

For purposes of this Agreement, the following terms shall have the following meanings:

(a)

“

1933 Act

” means the Securities Act of 1933, as amended.

(b)

“

Beneficially Own

”

shall have the meaning set forth in Rule 13d-3 of the rules and regulations promulgated

under the Securities Exchange Act of 1934, as amended.

(c)

“

Business Day

” means any day, other than a Saturday, Sunday or day on which banks are not generally

open for business in the Republic of South Africa or the United States, on which the Principal Market is open for trading

during normal trading hours (i.e., 9:30 a.m. to 4:00 p.m. Eastern Time), including any day on which the Principal Market

is open for trading for a period of time less than the customary time.

(d)

“

Closing

” shall have the meaning set forth in the Sale Agreement.

(e)

“

Eastern Time

” means the time of the fifth time zone west of Greenwich, England that includes the

eastern United States.

(f)

“

Event of Default

” shall have the meaning set forth in the agreements containing the Loan Facilities.

(g)

“

Facility G

” means the Rand-denominated bullet facility in an aggregate amount equal to R750,000,000.

(h)

“

Facility H

” means the Rand-denominated bullet facility in an aggregate amount equal to R350,000,000.

(i)

“

Funds

” means – The Value Capital Partners H4 QI Hedge Fund Scheme, Sentinel Retirement Fund,

Standard Bank Group Retirement Fund, Firstrand Retirement Fund, Eskom Pension and Provident Fund, Telkom

Retirement Fund, and any other entities/funds that may engage VCP as an investment manager from time to time.

(j)

“

Loan Facilities

” means the Facility G and Facility H.

(k)

"

Longstop Date

" shall have the meaning set forth in the Sale Agreement.

(l)

“

Maturity Date

” means the date occurring eighteen (18) months after the first utilisation date under each

Loan Facility.

(m)

“

Person

” means an individual or entity including any limited liability company, a partnership, a joint

venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

(n)

“

Principal Market

” means the NASDAQ Global Select Market.

(o)

“

Requisite Stockholder Approval

” means the approval by the holders of Common Stock of the

Company for the issuance of shares of Common Stock in excess of the Share Cap in accordance with the rules of The

Nasdaq Stock Market LLC.

(p)

“

Sale Agreement

” means the Sale of Shares Agreement, dated October 31, 2021, by and among the

Company, Net1 SA, Old Mutual Life Assurance Company (South Africa) Limited, Lirast (Mauritius) Company Limited,

6

SIG International Investment (BVI) Limited, Aldgate International Limited, Ivan Michael Epstein, PFCC (BVI) Limited,

PCF Investments (BVI) Limited, Ovobix (RF) Proprietary Limited, Luxanio 227 Proprietary Limited, Vista Capital

Investments Proprietary Limited, Vista Treasury Proprietary Limited, K2021477132 (South Africa) Proprietary Limited

and Cash Connect Management Solutions Proprietary Limited.

(q)

“

SEC

” means the U.S. Securities and Exchange Commission.

(r)

“

Share Cap

” means a number of shares of Common Stock equal to (i) the product of (x) 0.1999 and (y)

57,687,092 (subject to adjustment in the event of a stock split, stock dividend, combination or other proportionate

adjustment) minus (ii) the number of shares of Common Stock to be issued pursuant to the Sale Agreement to the Sellers

(as defined therein).

(s)

“

Transfer Agent

” means JSE Investor Services (Pty) Ltd or such other person who is then serving as the

Transfer Agent for the Company in respect of the Common Stock.

7.

MISCELLANEOUS.

(a)

Governing Law; Jurisdiction; Jury Trial. The corporate laws of the State of Florida shall govern all issues

concerning the relative rights of the Company and its shareholders. All other questions concerning the construction,

validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New

York , without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or

any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. 

Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York,

New York , for the adjudication of any dispute hereunder or in connection herewith, or with any transaction contemplated

hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any

claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought

in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably

waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing

a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall

constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in

any way any right to serve process in any manner permitted by law. 

EACH PARTY HEREBY IRREVOCABLY

WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE

ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT

OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(b)

Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall

be considered one and the same agreement and shall become effective when counterparts have been signed by each party

and delivered to the other party; provided that a facsimile or pdf (or other electronic reproduction) signature shall be

considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature

were an original, not a facsimile or PDF (or other electronic reproduction) signature.

(c)

Headings. The headings of this Agreement are for convenience of reference and shall not form part of,

or affect the interpretation of, this Agreement.

(d)

Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction,

such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that

jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

(e)

Entire Agreement. This Agreement supersedes all other prior oral or written agreements between VCP,

the Funds, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein,

including the Heads of Agreement among the parties hereto, and this Agreement and the instruments referenced herein

contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as

specifically set forth herein or therein, neither the Company nor VCP makes any representation, warranty, covenant or

undertaking with respect to such matters. Each of the Company and VCP acknowledges and agrees that it has not relied

on, in any manner whatsoever, any representations or statements, written or oral, other than as expressly set forth in this

Agreement.

(f)

Notices. Any notices, consents or other communications required or permitted to be given under the terms

of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered

personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or

electronically generated and kept on file by the sending party); or (iii) upon receipt, when sent by electronic message

7

(provided the recipient responds to the message and confirmation of both electronic messages are kept on file by the

sending party); in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for

such communications shall be:

If to the Company or Net1 SA:

Net1 UEPS Technologies, Inc. 

President Place, 4th Floor,

Nr. Jan Smuts Avenue and Bolton Road,

Rosebank, Gauteng, RSA

Telephone: 011 343 2000 

Attention: Alex Smith

Email: alex.smith@net1.com

With a copy (which shall not constitute notice) to:

McDermott Will & Emery LLP 

444 West Lake Street, Suite 4000

Chicago, IL 60606-0029 

Telephone: 1 312 984 7617 

Facsimile: 1 312 984 7700 

Attention: Eric Orsic 

Email:

eorsic@mwe.com

 and

 McDermott Will & Emery UK LLP 

110 Bishopsgate

London EC2N 4AY

United Kingdom

Telephone: 44 20 757 6900

Facsimile: 44 20 7577 6950

Attention: Stuart Mathews 

Email:

smathews@mwe.com

If to VCP:

Value Capital Partners Proprietary Limited

Rosebank Link, 8th Floor, 

173 Oxford Road, Rosebank,

2196, Gauteng, RSA 

Telephone: 27 10 060 0800 

Attention: Sherleen Pather 

Email: sherleen@valuecapital.co.za

or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has

specified by written notice given to each other party at least one (1) Business Day prior to the effectiveness of such change. 

Written confirmation of receipt (A) given by the recipient of such notice, consent or other communication, (B)

mechanically or electronically generated by the sender’s facsimile machine containing the time, date, and recipient

facsimile number, or (C) electronically generated by the sender’s electronic mail containing the time, date and recipient

email address, shall be rebuttable evidence of receipt in accordance with clause (i), (ii) or (iii) above, respectively.

(g)

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and

their respective successors and assigns. The Company shall not assign this Agreement or any rights or obligations

hereunder without the prior written consent of VCP, including by merger or consolidation; provided, however, that any

transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the

Company remains the surviving entity immediately after such transaction shall not be deemed a succession or assignment. 

Neither VCP nor the Funds may assign its rights or obligations under this Agreement.

8

(h)

Third Party Beneficiaries. FirstRand Bank Limited, a public company incorporated in the Republic of

South Africa, acting through its Rand Merchant Bank Division (“

RMB

”), is an intended third party beneficiary of the

rights granted to the Company herein. Except as set forth in the preceding sentence, the parties hereby agree that their

respective representations, warranties and covenants set forth herein are solely for the benefit of the other parties hereto

and their successors and permitted assigns, in accordance with and subject to the terms of this Agreement, and nothing in

this Agreement, express or implied, is intended to, and does not, confer upon any person other than the parties hereto and

their respective successors and permitted assigns any rights or remedies hereunder or any rights to enforce any provision

of this Agreement.

(i)

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further

acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the

other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the

consummation of the transactions contemplated hereby.

(j)

Termination. Unless otherwise agreed by the parties hereto, this Agreement may be terminated only as

follows:

(i)

This Agreement shall automatically terminate on the date that the Company sells and the Funds

purchase the Securities as provided herein, without any action or notice on the part of any party and without any

liability whatsoever of any party to any other party under this Agreement.

(ii)

This Agreement shall automatically terminate in the event that Facility G and Facility H are fully

settled.

(iii)

This Agreement shall automatically terminate at 11:59 p.m. South African Standard Time on the

Longstop Date (initially being May 31, 2022) if the conditions precedent set forth in Section 1(a) have not been

fulfilled by such date.

(iv)

The representations and warranties of the Company and VCP contained in Sections 2 and 3 hereof

and the agreements and covenants set forth in Sections 4(g) and 7, and the provisions of Section 6 shall survive

any termination of this Agreement. 

(k)

No Strict Construction. The language used in this Agreement will be deemed to be the language chosen

by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

(l)

Failure or Indulgence Not Waiver. No failure or delay in the exercise of any power, right or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege

preclude other or further exercise thereof or of any other right, power or privilege.

* * * * *

9

IN WITNESS WHEREOF

, VCP, Net1 SA and the Company have caused this Securities Purchase Agreement

to be duly executed as of the date first written above.

COMPANY

:

NET1 UEPS TECHNOLOGIES, INC.

By: 

Name: 

Title: 

NET1 SA

:

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA

PROPRIETARY LIMITED

By: 

Name: 

Title:

VCP AND THE FUNDS

:

VALUE CAPITAL PAR TNERS PROPRIETARY LIMITED, FOR

ITSELF AND IN ITS CAPACITY AS INVESTMENT MANAGER

OF THE FUNDS

By: 

Name: 

Title: 

10

EXHIBIT A

Amendment No. 2 to the Cooperation Agreement

EX-31.1

1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER 

PURSUANT TO RULES 13A-14(A) AND 15D-14(A) 

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED 

I, Chris G.B. Meyer, certify that: 

1. I have reviewed this quarterly report on Form 10-Q of Net 1 UEPS Technologies, Inc. (“Net1”) for the quarter ended March 31,

2022; 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact

necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with

respect to the period covered by this report; 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all

material respects the financial condition, results of operations and cash flows of Net1 as of, and for, the period s presented in this

report; 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-

15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for

Net1 and have: 

 (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed

under our supervision, to ensure that material information relating to Net1, including its consolidated subsidiaries, is made known to

us by others within those entities, particularly during the period in which this report is being prepared; 

 (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be

designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with genera lly accepted accounting principles;

 (c) Evaluated the effectiveness of Net1’s disclosure controls and procedures and presented in this report our conclusions

about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such

evaluation; and 

 (d) Disclosed in this report any change in Net1’s internal control over financial reporting that occurred during Net1’s

most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Net1’s internal control over

financial reporting; and 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Net1’s auditors and the

Audit Committee of Net1’s Board of Directors (or persons performing the equivalent functions): 

 (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial

reporting which are reasonably likely to adversely affect Net1’s ability to record, process, summarize and report financial

information; and 

 (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in

Net1’s internal control over financial reporting. 

Date: May 10, 2022

 /s/ Chris G.B. Meyer

 Chris G.B. Meyer

 Group Chief Executive Officer

EX-31.2

1

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER 

PURSUANT TO RULES 13A-14(A) AND 15D-14(A) 

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED 

I, Naeem E. Kola, certify that: 

1. I have reviewed this quarterly report on Form 10-Q of Net 1 UEPS Technologies, Inc. (“Net1”) for the quarter ended March 31,

2022; 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact

necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with

respect to the period covered by this report; 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all

material respects the financial condition, results of operations and cash flows of Net1 as of, and for, the period s presented in this

report; 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-

15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for

Net1 and have: 

 (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed

under our supervision, to ensure that material information relating to Net1, including its consolidated subsidiaries, is made known to

us by others within those entities, particularly during the period in which this report is being prepared; 

 (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be

designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with generally accepted accounting principles;

 (c) Evaluated the effectiveness of Net1’s disclosure controls and procedures and presented in this report our conclusions

about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such

evaluation; and 

 (d) Disclosed in this report any change in Net1’s internal control over financial reporting that occurred during Net1’s

most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Net1’s internal control over

financial reporting; and 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Net1’s auditors and the

Audit Committee of Net1’s Board of Directors (or persons performing the equivalent functions): 

 (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial

reporting which are reasonably likely to adversely affect Net1’s ability to record, process, summarize and report financial

information; and 

 (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in

Net1’s internal control over financial reporting. 

Date: May 10, 2022

 /s/ Naeem E. Kola

 Naeem E. Kola

 Chief Financial Officer

EX-32

1

Exhibit 32

CERTIFICATION 

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Net 1 UEPS Technologies, Inc. (“Net1”) on Form 10-Q for the quarter ended

March 31, 2022, as filed with the Securities and Exchange Commi ssion on the date hereof (the “Report”), Chris G.B. Meyer and

Alex M.R. Smith, Group Chief Executive Officer and Chief Financial Officer, respectively, of Net1, certify, pursuant to 18

U.S.C. § 1350, that to their knowledge: 

 1. 

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934,

as amended; and 

 2. 

The information contained in the Report fairly presents, in all material respects, the financial condition and results

of operations of Net1. 

Date: May 10, 2022

/s/: Chris G.B. Meyer

Name: Chris G.B. Meyer

Group Chief Executive Officer 

Date: May 10, 2022

/s/: Naeem E. Kola

Name: Naeem E. Kola

Chief Financial Officer 

XML

Document And Entity Information - shares	9 Months Ended
	Mar. 31, 2022	May 04, 2022
Document And Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	000-31203
Entity Registrant Name	NET 1 UEPS TECHNOLOGIES, INC.
Entity Incorporation State Country Code	FL
Entity Tax Identification Number	98-0171860
Entity Address Line One	President Place, 4
Entity Address Line Two	Cnr. Jan Smuts Avenue and Bolton Road
Entity Address, City or Town	Rosebank, Johannesburg
Entity Address, Postal Zip Code	2196
Entity Address Country	ZA
Country Region	27
City Area Code	11
Local Phone Number	343-2000
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	UEPS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		59,178,548
Current Fiscal Year End Date	--06-30
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001041514
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Jun. 30, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 183,712	$ 198,572
Restricted cash related to ATM funding and credit facilities (Note 8)	56,336	25,193
Accounts receivable, net and other receivables (Note 2)	24,435	26,583
Finance loans receivable, net (Note 2)	22,196	21,142
Inventory (Note 3)	22,104	22,361
Total current assets before settlement assets	308,783	293,851
Settlement assets	364	466
Total current assets	309,147	294,317
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of - March: $37,708 June: $38,535	5,851	7,492
OPERATING LEASE RIGHT-OF-USE (Note 16)	3,375	4,519
EQUITY-ACCOUNTED INVESTMENTS (Note 5)	7,275	10,004
GOODWILL (Note 6)	28,661	29,153
INTANGIBLE ASSETS, NET (Note 6)	298	357
DEFERRED INCOME TAXES	1,066	622
OTHER LONG-TERM ASSETS, including reinsurance assets (Note 5 and 7)	77,992	81,866
TOTAL ASSETS	433,665	428,330
CURRENT LIABILITIES
Short-term credit facilities for ATM funding (Note 8)	45,678	14,245
Accounts payable	5,102	7,113
Other payables (Note 9)	27,187	27,588
Operating lease liability - current (Note 16)	2,232	2,822
Income taxes payable	695	256
Total current liabilities before settlement obligations	80,894	52,024
Settlement obligations	364	466
Total current liabilities	81,258	52,490
DEFERRED INCOME TAXES	10,408	10,415
OPERATING LEASE LIABILITY - LONG TERM (Note 16)	1,345	1,890
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 7)	2,695	2,576
TOTAL LIABILITIES	95,706	67,371
REDEEMABLE COMMON STOCK	84,979	84,979
EQUITY
COMMON STOCK (Note 10 ) Authorized: 200,000,000 with $0.001 par value; Issued and outstanding shares, net of treasury - March: 57,713,203 June: 56,716,620	80	80
PREFERRED STOCK Authorized shares: 50,000,000 with $0.001 par value; Issued and outstanding shares, net of treasury: December: - March: -
ADDITIONAL PAID-IN-CAPITAL	304,430	301,959
TREASURY SHARES, AT COST: March: 24,891,292 June: 24,891,292	(286,951)	(286,951)
ACCUMULATED OTHER COMPREHENSIVE LOSS (Note 11)	(142,465)	(145,721)
RETAINED EARNINGS	377,886	406,613
TOTAL NET1 EQUITY	252,980	275,980
NON-CONTROLLING INTEREST	0	0
TOTAL EQUITY	252,980	275,980
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS' EQUITY	$ 433,665	$ 428,330

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Jun. 30, 2021
Condensed Consolidated Balance Sheets [Abstract]
Property, plant and equipment, accumulated depreciation	$ 37,708	$ 38,535
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	57,921,062	56,716,620
Common stock, shares outstanding	57,921,062	56,716,620
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Treasury shares, shares outstanding	24,891,292	24,891,292

XML

Condensed Consolidated Statements Of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Condensed Consolidated Statements Of Operations [Abstract]
REVENUE (Note 15)	$ 35,202	$ 28,828	$ 100,820	$ 96,269
EXPENSE
Cost of goods sold, IT processing, servicing and support	23,008	23,096	67,795	73,895
Selling, general and administration	15,184	18,892	53,372	59,517
Depreciation and amortization	463	1,132	2,084	3,129
Reorganization costs (Note 1)	5,852	0	5,852	0
Transaction costs related to Connect Group acquisition	116	0	1,790	0
OPERATING LOSS	(9,421)	(14,292)	(30,073)	(40,272)
CHANGE IN FAIR VALUE OF EQUITY SECURITIES (Note 4 and 5)	0	10,814	0	25,942
GAIN RELATED TO FAIR VALUE ADJUSTMENT TO CURRENCY OPTIONS (Note 4)	(6,120)	0	(3,691)	0
LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT (Note 5)	346	0	346	13
GAIN ON DISPOSAL OF EQUITY SECURITIES (Note 5)	720	0	720	0
LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT - BANK FRICK (Note 5)	0	(472)	0	(472)
INTEREST INCOME	761	606	1,463	1,934
INTEREST EXPENSE	691	744	2,272	2,168
LOSS BEFORE INCOME TAX EXPENSE	(2,857)	(4,088)	(26,817)	(15,049)
INCOME TAX EXPENSE (Note 18)	470	2,171	754	4,549
NET LOSS BEFORE EARNINGS LOSS FROM EQUITY-ACCOUNTED INVESTMENTS	(3,327)	(6,259)	(27,571)	(19,598)
EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS (Note 5)	0	55	(1,156)	(20,098)
NET LOSS ATTRIBUTABLE TO NET1	$ (3,327)	$ (6,204)	$ (28,727)	$ (39,696)
Net loss per share, in United States dollars (Note 13):
Basic loss attributable to Net1 shareholders	$ (0.06)	$ (0.11)	$ (0.50)	$ (0.70)
Diluted loss attributable to Net1 shareholders	$ (0.06)	$ (0.11)	$ (0.50)	$ (0.70)

XML

Condensed Consolidated Statements Of Comprehensive (Loss) Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Net loss	$ (3,327)	$ (6,204)	$ (28,727)	$ (39,696)
Other comprehensive income (loss), net of taxes
Movement in foreign currency translation reserve	14,831	(2,470)	3,317	23,675
Movement in foreign currency translation reserve related to equity-accounted investments	0	0	(644)	1,688
Release of foreign currency translation reserve related to disposal (Note 5)	583	(2,462)	583	(2,462)
Total other comprehensive (loss) income, net of taxes	15,414	(4,932)	3,256	22,901
Comprehensive income (loss)	12,087	(11,136)	(25,471)	(16,795)
Comprehensive income (loss) attributable to Net1	12,087	(11,136)	(25,471)	(16,795)
Finbond Equity Securities [Member]
Other comprehensive income (loss), net of taxes
Release of foreign currency translation reserve related to disposal (Note 5)	(583)	0	(583)	0
Bank Frick [Member]
Other comprehensive income (loss), net of taxes
Release of foreign currency translation reserve related to disposal (Note 5)	$ 0	$ 2,462	$ 0	$ 2,462

XML

Condensed Consolidated Statements Of Changes In Equity - USD ($) $ in Thousands	Total	Common And Treasury Stock [Member]	Treasury Stock [Member]	Number Of Shares, Net Of Treasury [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Parent [Member]	Noncontrolling Interest [Member]
Balance, Number of Shares at Jun. 30, 2020		82,010,217	(24,891,292)	57,118,925
Balance at Jun. 30, 2020	$ 290,213	$ 80	$ (286,951)		$ 301,489	$ 444,670	$ (169,075)	$ 290,213	$ 0
Redeemable Common Stock, Balance at Jun. 30, 2020	84,979
Exercise of stock option (Note 12)	$ 53	$ 0		$ 17,335	53			53
Exercise of stock option (Note 12), shares	17,335	17,335
Stock-based compensation charge (Note 12)	$ 1,173				1,173			1,173
Reversal of stock-based compensation charge (Note 12)	(297)				(297)			(297)
Reversal of stock-based compensation charge (Note 12), shares		(510,200)		(510,200)
Stock-based compensation charge related to equity-accounted investment (Note 5)	(40)				(40)			(40)
Proceeds from disgorgement of shareholders' short-swing profits (Note 21)	98				98			98
Net loss	(39,696)					(39,696)		(39,696)	0
Other comprehensive (loss) income (Note 11)	$ 22,901						22,901	22,901	0
Balance, Number of Shares at Mar. 31, 2021	56,626,060	81,517,352	(24,891,292)	56,626,060
Balance at Mar. 31, 2021	$ 274,405	$ 80	$ (286,951)		302,476	404,974	(146,174)	274,405	0
Redeemable Common Stock, Balance at Mar. 31, 2021	84,979
Balance, Number of Shares at Dec. 31, 2020		81,505,851	(24,891,292)	56,614,559
Balance at Dec. 31, 2020	285,261	$ 80	$ (286,951)		302,196	411,178	(141,242)	285,261	0
Redeemable Common Stock, Balance at Dec. 31, 2020	84,979
Exercise of stock option (Note 12)	35	$ 0			35			35
Exercise of stock option (Note 12), shares		11,501		11,501
Stock-based compensation charge (Note 12)	245				245			245
Reversal of stock-based compensation charge (Note 12)	0				0			0
Reversal of stock-based compensation charge (Note 12), shares		0		0
Net loss	(6,204)					(6,204)		(6,204)	0
Other comprehensive (loss) income (Note 11)	$ (4,932)						(4,932)	(4,932)	0
Balance, Number of Shares at Mar. 31, 2021	56,626,060	81,517,352	(24,891,292)	56,626,060
Balance at Mar. 31, 2021	$ 274,405	$ 80	$ (286,951)		302,476	404,974	(146,174)	274,405	0
Redeemable Common Stock, Balance at Mar. 31, 2021	84,979
Balance, Number of Shares at Jun. 30, 2021		81,607,912	(24,891,292)	56,716,620
Balance at Jun. 30, 2021	275,980	$ 80	$ (286,951)		301,959	406,613	(145,721)	275,980	0
Redeemable Common Stock, Balance at Jun. 30, 2021	84,979
Exercise of stock option (Note 12)	$ 760	$ 0			760			760
Exercise of stock option (Note 12), shares	249,521	249,521		249,521
Restricted stock granted (Note 12), shares		984,921		984,921
Stock-based compensation charge (Note 12)	$ 1,751				1,751			1,751
Reversal of stock-based compensation charge (Note 12)	(40)				(40)			(40)
Reversal of stock-based compensation charge (Note 12), shares		(30,000)		(30,000)
Stock-based compensation charge related to equity-accounted investment (Note 5)	0				0			0
Net loss	(28,727)					(28,727)		(28,727)	0
Other comprehensive (loss) income (Note 11)	$ 3,256						3,256	3,256	0
Balance, Number of Shares at Mar. 31, 2022	57,921,062	82,812,354	(24,891,292)	57,921,062
Balance at Mar. 31, 2022	$ 252,980	$ 80	$ (286,951)		304,430	377,886	(142,465)	252,980	0
Redeemable Common Stock, Balance at Mar. 31, 2022	84,979
Balance, Number of Shares at Dec. 31, 2021		82,548,464	(24,891,292)	57,657,172
Balance at Dec. 31, 2021	240,267	$ 80	$ (286,951)		303,804	381,213	(157,879)	240,267	0
Redeemable Common Stock, Balance at Dec. 31, 2021	84,979
Exercise of stock option (Note 12)	21				21			21
Exercise of stock option (Note 12), shares		6,668		6,668
Restricted stock granted (Note 12), shares		257,222		257,222
Stock-based compensation charge (Note 12)	619				619			619
Reversal of stock-based compensation charge (Note 12)	(5)				(5)			(5)
Reversal of stock-based compensation charge (Note 12), shares		0		0
Stock-based compensation charge related to equity-accounted investment (Note 5)	(9)				(9)			(9)
Net loss	(3,327)					(3,327)		(3,327)	0
Other comprehensive (loss) income (Note 11)	$ 15,414						15,414	15,414	0
Balance, Number of Shares at Mar. 31, 2022	57,921,062	82,812,354	(24,891,292)	57,921,062
Balance at Mar. 31, 2022	$ 252,980	$ 80	$ (286,951)		$ 304,430	$ 377,886	$ (142,465)	$ 252,980	$ 0
Redeemable Common Stock, Balance at Mar. 31, 2022	$ 84,979

XML

Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net loss	$ (3,327)	$ (6,204)	$ (28,727)	$ (39,696)
Depreciation and amortization	463	1,132	2,084	3,129
Impairment loss	(27)	0	198	0
Movement in allowance for doubtful accounts receivable	91	299	1,217	913
(Earning) Loss from equity-accounted investments	0	(55)	1,156	20,098
Change in fair value of securities (Note 4 and 5)	0	(10,814)	0	(25,942)
Interest payable	(97)	(25)	(199)	(46)
(Gain) Loss related to fair value adjustment to currency options	(2,391)		38
Fair value adjustment related to financial liabilities	(152)	(475)	(476)	1,201
Gain on disposal of equity securities (Note 5)	(720)	0	(720)	0
(Profit) Loss on disposal of property, plant and equipment	(1,077)	(142)	(2,598)	600
Stock-based compensation charge (Note 12)	614	245	1,711	876
Dividends received from equity accounted investments	0	0	137	125
(Increase) Decrease in accounts receivable and finance loans receivable	(687)	5,786	(2,966)	4,230
(Increase) Decrease in inventory	(181)	428	(27)	2,642
(Decrease) Increase in accounts payable and other payables	(1,913)	(894)	(1,668)	(4,393)
Increase (Decrease) in taxes payable	395	(160)	444	(15,498)
Loss on disposal of equity-accounted investments (Note 5)	346	0	346	13
(Decrease) Increase in deferred taxes	(112)	2,153	(458)	424
Loss on disposal of equity-accounted investment - Bank Frick	0	(472)	0	(472)
Movement in allowance for doubtful loans to equity-accounted investments	0	0	0	739
Net cash used in operating activities	(8,775)	(8,254)	(30,508)	(50,113)
Cash flows from investing activities
Capital expenditures	(834)	(649)	(1,721)	(3,947)
Proceeds from disposal of property, plant and equipment	1,538	254	3,529	345
Proceeds from disposal of equity securities (Note 5)	720	0	720	0
Proceeds from disposal of equity-accounted investment (Note 5)	819	0	819	0
Proceeds from disposal of equity-accounted investment - Bank Frick - net of expenses	0	18,568	7,500	18,568
Proceeds from disposal of Net1 Korea, net of cash disposed	0	0	0	20,114
Proceeds from disposal of DNI as equity-accounted investment	0	0	0	6,010
Loan to equity-accounted investment (Note 5)	0	0	0	(1,238)
Repayment of loans by equity-accounted investments	0	0	0	134
Net change in settlement assets	5	745	102	6,190
Net cash provided by investing activities	2,248	18,918	10,949	46,176
Cash flows from financing activities
Proceeds from exercise stock options	20	35	759	53
Proceeds from bank overdraft (Note 8)	95,048	55,280	406,398	261,759
Repayment of bank overdraft (Note 8)	(100,832)	(103,195)	(372,508)	(268,303)
Proceeds from disgorgement of shareholders' short-swing profits	0	0	0	124
Net change in settlement obligations	(5)	(745)	(102)	(6,190)
Net cash (used in) provided by financing activities	(5,769)	(48,625)	34,547	(12,557)
Effect of exchange rate changes on cash and cash equivalents	12,200	(2,263)	1,295	10,839
Net (decrease) increase in cash, cash equivalents and restricted cash	(96)	(40,224)	16,283	(5,655)
Cash, cash equivalents and restricted cash - beginning of period	240,144	267,054	223,765	232,485
Cash, cash equivalents and restricted cash - end of period (Note 14)	$ 240,048	$ 226,830	$ 240,048	$ 226,830

XML

Basis Of Presentation And Summary Of Significant Accounting Policies

9 Months Ended

Mar. 31, 2022

Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract]

Basis Of Presentation And Summary Of Significant Accounting Policies

NET 1 UEPS TECHNOLOGIES, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

for the three and nine months ended March 31, 2022 and 2021

(All amounts in tables stated in thousands or thousands of U.S. dollars, unless otherwise stated)

1. Basis of Presentation and Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements include all majority-owned subsidiaries over which the Company exercises control and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission for Quarterly Reports on Form 10-Q and include all of the information and disclosures required for interim financial reporting. The results of operations for the three and nine months ended March 31, 2022 and 2021, are not necessarily indicative of the results for the full year. The Company believes that the disclosures are adequate to make the information presented not misleading.

These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements, accounting policies and financial notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair representation of financial results for the interim periods presented.

References to “Net1” are references solely to Net 1 UEPS Technologies, Inc. References to the “Company” refer to Net1 and its consolidated subsidiaries, collectively, unless the context otherwise requires.

Impact of COVID-19 on the Company’s business

The Company’s business has been, and continues to be, impacted by government restrictions and quarantines related to COVID-19. South Africa operates with a five-level COVID-19 alert system, with Level 1 being the least restrictive and Level 5 being the most restrictive. South Africa operated at adjusted Level 1 during its most recent fiscal quarter, which had a limited impact on the Company’s businesses, and which ceased to be in operation on April 4, 2022. South Africa is subject to limited COVID-19 restrictions following the lifting of the National State of Disaster in South Africa on April 5, 2022. These restrictions are expected to have a limited impact on the Company’s business.

The broader implications of COVID-19 on the Company’s results of operations and overall financial performance continue to remain uncertain. While the Company has not incurred significant disruptions thus far from the COVID-19 outbreak, apart from the two months in April and May 2020 when loan origination was curtailed, the Company is unable to accurately predict the impact that COVID-19 will have due to numerous uncertainties, including the severity and duration of the outbreak, actions that may be taken by governmental authorities, the impact on the Company’s customers and other factors. The Company will continue to evaluate the nature and extent of the impact on its business, consolidated results of operations, and financial condition.

July 2021 civil unrest in South Africa

Two of South Africa’s nine provinces experienced significant civil unrest in July 2021 resulting in mass looting, loss of life, disruption of transport and supply routes, and widespread destruction of property. In total 337 South Africans lost their lives in the unrest - fortunately none of the Company’s employees were injured or harmed. There was widespread damage to bank and ATM infrastructure in the affected provinces. In total approximately 1,800 ATMs and 300 branches were damaged, and the Banking Association of South Africa (“BASA”), estimates that total damage to banking infrastructure amounted to ZAR 1.6 billion. The South African Special Risks Insurance Association (“SASRIA”), a public enterprise and a non-life insurance company that provides coverage for damage caused by special risks such as politically motivated malicious acts, riots, strikes, terrorism and public disorders, estimates that the total damage to property across South Africa will be in the order of between ZAR 19.0 billion and ZAR 20.0 billion.

The Company suffered damage at 19 of its branches and to 173 ATMs. The disruption and related closure of branches also impacted the Company’s efforts to grow EPE customer numbers. The Company also saw an impact on transaction volumes through its ATMs with July 2021 volumes 13% lower than June 2021, and August 2021 3% lower than July 2021.

The Company’s insurance claims to recover the cost of approximately ZAR 40.0 million to repair and replace its branches and ATMs have been met in full. The Company received ZAR 12.6 million and ZAR 38.6 million from SASRIA during the three and nine months ended March 31, 2022, respectively.

As a result of the disruption to ATM coverage and availability, BASA and South Africa’s banks agreed that the fee which customers pay to utilize other banks’ ATMs would be waived for August and September 2021. The Company lost transaction fee revenue of approximately ZAR 6.0 million ($0.4 million) during the nine months ended March 31, 2022, as a result of this decision.

1. Basis of Presentation and Summary of Significant Accounting Policies (continued)

Reorganization charge - financial services restructuring

The Company has incurred significant losses since its contract to distribute social grants expired in September 2018. A strategic imperative for the Company is to return its South African financial services business to a breakeven position and then profitability as soon as possible. As part of a cost optimization process completed in late calendar 2021, the Company performed a review of its labor structure and determined that a number of its defined employee roles would need to be terminated due to redundancy. The Company embarked on a retrenchment process pursuant to Section 189A of the South African Labour Relations Act (“Labour Act”) on January 10, 2022. The Company incurred cash costs of approximately $6.7 million (ZAR 103.4 million) during the three and nine months ended March 31, 2022, principally consisting of severance and related payments and the payment of unutilized leave days. The Company has recorded an expense of $5.9 million in the caption reorganization costs in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022. The primary difference between the reorganization charge amount and the total cash paid relates to leave pay which was accrued in prior periods.

Impact of events in Russia and Ukraine

The Company does not expect its operations to be significantly impacted by events unfolding in Russia and Ukraine. The Company believes that these events may adversely impact South African gross domestic product and rates of inflation as a result of the recent increases in crude oil prices, which is likely to impact economic activity in South Africa and therefore indirectly affect the Company. It may also lead to higher input prices for certain of the goods and services the Company procures.

Recent accounting pronouncements adopted

In August 2018, the Financial Accounting Standards Board (“FASB”) issued guidance regarding Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement. The guidance modifies the disclosure requirements related to fair value measurement. The guidance became effective for the Company beginning July 1, 2021. The adoption of this guidance did not have a material impact on the Company’s financial statements or its footnote disclosures.

In January 2020, the FASB issued guidance regarding Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815. The guidance clarifies that an entity should consider observable transactions that require an entity to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with U.S GAAP guidance immediately before applying or upon discontinuing the equity method. The guidance also clarifies that, when determining the accounting for certain forward contracts and purchased options an entity should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. The guidance became effective for the Company beginning July 1, 2021. The adoption of this guidance did not have a material impact on the Company’s financial statements or its footnote disclosures.

Recent accounting pronouncements not yet adopted as of March 31, 2022

In June 2016, the FASB issued guidance regarding Measurement of Credit Losses on Financial Instruments. The guidance replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans, and other financial instruments, an entity is required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses, which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. This guidance is effective for the Company beginning July 1, 2023. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures, but does not expect the impact on its financial results to be material.

In November 2019, the FASB issued guidance regarding Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging(Topic 815), and Leases (Topic 842). The guidance provides a framework to stagger effective dates for future major accounting standards and amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities, including Smaller Reporting Companies. The Company is a Smaller Reporting Company. Specifically, the guidance changes some effective dates for certain new standards on the following topics in the FASB Codification, namely Derivatives and Hedging (ASC 815); Leases (ASC 842); Financial Instruments — Credit Losses (ASC 326); and Intangibles — Goodwill and Other (ASC 350). The guidance defers the adoption date of guidance regarding Measurement of Credit Losses on Financial Instruments by the Company from July 1, 2020 to July 1, 2023. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures, but does not expect the impact on its financial results to be material.

In October 2021, the FASB issued guidance which amends guidance in Business Combinations (Topic 805) regarding the recognition and measurement of contract assets and liabilities in a business combination. These items are recognized at fair value on acquisition under current guidance. The new guidance requires an acquiring entity to apply guidance in Revenue Recognition (Topic 606) to recognize and measure contract assets and contract liabilities in a business combination. This guidance is effective for the Company beginning July 1, 2022. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures, but does not expect the impact on its financial results to be material.

XML

Accounts Receivable, Net And Other Receivables And Finance Loans Receivable, Net

9 Months Ended

Mar. 31, 2022

Accounts Receivable, Net And Other Receivables And Finance Loans Receivable, Net [Abstract]

Accounts Receivable, Net And Other Receivables And Finance Loans Receivable, Net

2. Accounts receivable, net and other receivables and finance loans receivable, net

Accounts receivable, net and other receivables

The Company’s accounts receivable, net, and other receivables as of March 31, 2022, and June 30, 2021, are presented in the table below:

		March 31,		June 30,
		2022		2021
Accounts receivable, trade, net		$	10,025	$	10,493
Accounts receivable, trade, gross			10,479		10,760
Allowance for doubtful accounts receivable, end of period			454		267
	Beginning of period		267		253
	Reversed to statement of operations		(60)		(182)
	Charged to statement of operations		251		232
	Utilized		(3)		(59)
	Foreign currency adjustment		(1)		23
Current portion of amount outstanding related to sale of interest in Bank Frick			3,890		7,500
Loans provided to Carbon			-		-
Current portion of total held to maturity investments			-		-
	Investment in 7.625% of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625% notes		-		-
Other receivables			10,520		8,590
	Total accounts receivable, net and other receivables	$	24,435	$	26,583

Current portion of amount outstanding related to sale of interest in Bank Frick represents the amount due from the purchaser related to the sale of Bank Frick. The Company received the first scheduled repayment of $7.5 million in October 2021 and the remaining amount of $3.9 million is due in July 2022.

The loan of $3.0 million provided to Carbon was scheduled to be repaid before June 30, 2020, however, Carbon requested a payment holiday as a result of the impact of the COVID-19 pandemic on its business. The parties had not agreed to new repayment terms as of March 31, 2022. However, the Company acknowledges the unexpected and ongoing challenges facing Carbon and determined in June 2021 to create an allowance for doubtful loans receivable of $3.0 million due to these circumstances and ongoing operating losses incurred by Carbon.

Investment in 7.625% of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625% notes represents the investment in a note which matures in August 2022. The carrying value as of each of March 31, 2022 and June 30, 2021, respectively was $0 (nil). The note is included in other long-term assets as of June 30, 2021 (refer to Note 5).

Other receivables include prepayments, deposits and other receivables.

Contractual maturities of held to maturity investments

Summarized below is the contractual maturity of the Company’s held to maturity investment as of March 31, 2022:

			Cost basis		Estimated fair value(1)
Due in one year or less		$	-	$	-
Due in one year through five years(2)			-		-
Due in five years through ten years			-		-
Due after ten years			-		-
	Total	$	-	$	-

(1) The estimated fair value of the Cedar Cellular note has been calculated utilizing the Company’s portion of the security provided to the Company by Cedar Cellular, namely, Cedar Cellular’s investment in Cell C.

(2) The cost basis is zero ($0.0 million).

Finance loans receivable, net

The Company’s finance loans receivable, net, as of March 31, 2022, and June 30, 2021, are presented in the table below:

		March 31,		June 30,
		2022		2021
Microlending finance loans receivable, net		$	22,196	$	21,142
Microlending finance loans receivable, gross			24,662		23,491
Allowance for doubtful finance loans receivable, end of period			2,466		2,349
	Beginning of period		2,349		1,858
	Reversed to statement of operations		-		(1,004)
	Charged to statement of operations		1,026		2,060
	Utilized		(873)		(967)
	Foreign currency adjustment		(36)		402
	Total finance loans receivable, net	$	22,196	$	21,142

XML

Inventory

9 Months Ended

Mar. 31, 2022

Inventory [Abstract]

Inventory

3. Inventory

The Company’s inventory comprised the following categories as of March 31, 2022, and June 30, 2021

	March 31,			June 30,
		2022		2021
Finished goods	$	22,104	$	22,361
	$	22,104	$	22,361

As of March 31, 2022, and June 30, 2021, finished goods includes $15.7 million and $16.5 million, respectively, of Cell C airtime inventory that was previously classified as finished goods subject to sale restrictions.

In support of Cell C’s liquidity position, the Company has limited the resale of this airtime to its own distribution channels until such time as Cell C’s recapitalisation process is concluded.

XML

Fair Value Of Financial Instruments

9 Months Ended

Mar. 31, 2022

Fair Value Of Financial Instruments [Abstract]

Fair Value Of Financial Instruments

4. Fair value of financial instruments

Initial recognition and measurement

Financial instruments are recognized when the Company becomes a party to the transaction. Initial measurements are at cost, which includes transaction costs.

Risk management

The Company manages its exposure to currency exchange, translation, interest rate, customer concentration, credit, and equity price and liquidity risks as discussed below.

Currency exchange risk

The Company is subject to currency exchange risk because it purchases inventories that it is required to settle in other currencies, primarily the euro and U.S. dollar. The Company has used forward contracts in order to limit its exposure in these transactions to fluctuations in exchange rates between the South African rand (“ZAR”), on the one hand, and the U.S. dollar and the euro, on the other hand.

Translation risk

Translation risk relates to the risk that the Company’s results of operations will vary significantly as the U.S. dollar is its reporting currency, but it earns most of its revenues and incurs a significant amount of its expenses in ZAR. The U.S. dollar has fluctuated significantly against the ZAR over the past three years. As exchange rates are outside the Company’s control, there can be no assurance that future fluctuations will not adversely affect the Company’s results of operations and financial condition.

4. Fair value of financial instruments (continued)

Risk management (continued)

Interest rate risk

As a result of its normal borrowing activities, the Company’s operating results are exposed to fluctuations in interest rates, which it manages primarily through regular financing activities. Interest rates in South Africa are trending upwards and the Company expects higher interest rates in the foreseeable future which will increase its cost of borrowing. The Company periodically evaluates the cost and effectiveness of interest rate hedging strategies to manage this risk. The Company generally maintains investments in cash equivalents and held to maturity investments and has occasionally invested in marketable securities.

Microlending credit risk

The Company is exposed to credit risk in its microlending activities, which provides unsecured short-term loans to qualifying customers. Credit bureau checks as well as an affordability test are conducted as part of the risk management process, both of which being in line with local regulations. The affordability test takes into account a variety of factors such as other debts and total expenditures on normal household and lifestyle expenses.

Credit risk

Credit risk relates to the risk of loss that the Company would incur as a result of non-performance by counterparties. The Company maintains credit risk policies in respect of its counterparties to minimize overall credit risk. These policies include an evaluation of a potential counterparty’s financial condition, credit rating, and other credit criteria and risk mitigation tools as the Company’s management deems appropriate. With respect to credit risk on financial instruments, the Company maintains a policy of entering into such transactions only with South African and European financial institutions that have a credit rating of “B” (or its equivalent) or better, as determined by credit rating agencies such as Standard & Poor’s, Moody’s and Fitch Ratings.

Equity price and liquidity risk

Equity price risk relates to the risk of loss that the Company would incur as a result of the volatility in the exchange-traded price of equity securities that it holds. The market price of these securities may fluctuate for a variety of reasons and, consequently, the amount that the Company may obtain in a subsequent sale of these securities may significantly differ from the reported market value.

Equity liquidity risk relates to the risk of loss that the Company would incur as a result of the lack of liquidity on the exchange on which those securities are listed. The Company may not be able to sell some or all of these securities at one time, or over an extended period of time without influencing the exchange-traded price, or at all.

Financial instruments

The following section describes the valuation methodologies the Company uses to measure its significant financial assets and liabilities at fair value.

In general, and where applicable, the Company uses quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology would apply to Level 1 investments. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then the Company uses quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable either directly or indirectly. These investments would be included in Level 2 investments. In circumstances in which inputs are generally unobservable, values typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Investments valued using such techniques are included in Level 3 investments.

Asset measured at fair value using significant unobservable inputs – investment in Cell C

The Company’s Level 3 asset represents an investment of 75,000,000 class “A” shares in Cell C, a significant mobile telecoms provider in South Africa. The Company used a discounted cash flow model developed by the Company to determine the fair value of its investment in Cell C as of March 31, 2022, and June 30, 2021, and valued Cell C at $0.0 (zero) at March 31, 2022, and June 30, 2021. The Company believes the Cell C business plan utilized in the Company’s valuation is reasonable based on the current performance and the expected changes in Cell C’s business model. The Company incorporates the payments under Cell C’s lease liabilities into the cash flow forecasts and assumes that Cell C’s deferred tax assets would be utilized over the forecast period. The Company utilized the latest revised business plan provided by Cell C management for the period ended December 31, 2025, for the March 31, 2022 valuation, and an earlier version of the business plan for the period ended December 31, 2025 for the June 30, 2021 valuation.

4. Fair value of financial instruments (continued)

Financial instruments (continued)

Asset measured at fair value using significant unobservable inputs – investment in Cell C (continued)

The following key valuation inputs were used as of March 31, 2022 and June 30, 2021:

Weighted Average Cost of Capital ("WACC"):	Between 18% and 24% over the period of the forecast
Long term growth rate:	3% (3% as of June 30, 2021)
Marketability discount:	10%
Minority discount:	15%
Net adjusted external debt - March 31, 2022:(1)	ZAR 11.7 billion ($0.8 billion), no lease liabilities included
Net adjusted external debt - June 30, 2021:(2)	ZAR 11.2 billion ($0.8 billion), no lease liabilities included

(1) translated from ZAR to U.S. dollars at exchange rates applicable as of March 31, 2022.

(2) translated from ZAR to U.S. dollars at exchange rates applicable as of June 30, 2021.

The following table presents the impact on the carrying value of the Company’s Cell C investment of a 3.3% increase and 2.5% decrease in the WACC rate and the EBITDA margins respectively used in the Cell C valuation on March 31, 2022, all amounts translated at exchange rates applicable as of March 31, 2022:

Sensitivity for fair value of Cell C investment		3.3% increase		2.5% decrease
WACC rate	$	-	$	432
EBITDA margin	$	548	$	-

The fair value of the Cell C shares as of March 31, 2022, represented 0% of the Company’s total assets, including these shares. The Company expects to hold these shares for an extended period of time and that there will be short-term equity price volatility with respect to these shares particularly given the current situation of Cell C’s business.

Derivative transactions - Foreign exchange contracts

As part of the Company’s risk management strategy, the Company enters into derivative transactions to mitigate exposures to foreign currencies in respect of operational costs using foreign exchange contracts. These foreign exchange contracts are over-the-counter derivative transactions. Substantially all of the Company’s derivative exposures are with counterparties that have long-term credit ratings of “B” (or equivalent) or better. The Company uses quoted prices in active markets for similar assets and liabilities to determine fair value (Level 2). The Company has no derivatives that require fair value measurement under Level 1 or 3 of the fair value hierarchy.

The Company had no outstanding foreign exchange contracts as of March 31, 2022.

The Company’s outstanding foreign exchange contracts as of June 30, 2021, were as follows:

Notional amount ('000)		Strike price		Fair market		Maturity
EUR	5.7	USD	1.1911	USD	1.1859	July 02, 2021

Derivative transactions - Foreign exchange option contracts

The Company held a significant amount of U.S. dollars and intended to use a portion of these funds to settle part of the purchase consideration related to the Connect Group acquisition. The purchase consideration was expected to be settled in ZAR. Accordingly, the Company entered into foreign exchange option contracts with FirstRand Bank Limited acting through its Rand Merchant Bank division (“RMB”) in November 2021 in order to manage the risk of currency volatility and to fix the ZAR amount to be utilized for part of the purchase consideration settlement. These foreign exchange option contracts, also known as synthetic forwards, are over-the-counter derivative transactions (Level 2). RMB’s long-term credit rating is “BB”. The Company uses quoted prices in active markets for similar assets and liabilities to determine fair value of the foreign exchange option contracts (Level 2).

The Company marked-to-market the synthetic forwards as of December 31, 2021, using a Black-Scholes option pricing model which determined the respective fair value of the options utilizing current market parameters, and recorded an unrealized loss of $2.4 million during the three months ended December 31, 2021. These currency options matured on February 24, 2022. The Company generated a realized gain of $3.7 million upon maturity. During the three and nine months ended March 31, 2022, the Company recorded a net gain of $6.1 million (which includes the reversal of the $2.4. million unrealized loss which was previously recorded) and $3.7 million, respectively. The net gain is included in the caption gain related to fair value adjustment to currency options in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022.

4. Fair value of financial instruments (continued)

The following table presents the Company’s assets measured at fair value on a recurring basis as of March 31, 2022, according to the fair value hierarchy:

			Quoted Price in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investment in Cell C		$	-	$	-	$	-	$	-
Related to insurance business:
	Cash, cash equivalents and restricted cash (included in other long-term assets)		411		-		-		411
	Fixed maturity investments (included in cash and cash equivalents)		3,090		-		-		3,090
	Total assets at fair value	$	3,501	$	-	$	-	$	3,501

4. Fair value of financial instruments (continued)

The following table presents the Company’s assets measured at fair value on a recurring basis as of June 30, 2021, according to the fair value hierarchy:

				Quoted Price in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investment in Cell C			$	-	$	-	$	-	$	-
Related to insurance business
	Cash and cash equivalents (included in other long-term assets)			381		-		-		381
	Fixed maturity investments (included in cash and cash equivalents)			3,158		-		-		3,158
		Total assets at fair value	$	3,539	$	-	$	-	$	3,539

There have been no transfers in or out of Level 3 during the three and nine months ended March 31, 2022 and 2021, respectively.

There was no movement in the carrying value of assets measured at fair value on a recurring basis, and categorized within Level 3, during the three and nine months ended March 31, 2022 and 2021.

Summarized below is the movement in the carrying value of assets and liabilities measured at fair value on a recurring basis, and categorized within Level 3, during the nine months ended March 31, 2022:

			Carrying value
Assets
Balance as of June 30, 2021			$	-
	Foreign currency adjustment(1)			-
		Balance as of March 31, 2022	$	-

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value.

4. Fair value of financial instruments (continued)

Summarized below is the movement in the carrying value of assets and liabilities measured at fair value on a recurring basis, and categorized within Level 3, during the nine months ended March 31, 2021:

			Carrying value
Assets
Balance as of June 30, 2020			$	-
	Foreign currency adjustment(1)			-
		Balance as of March 31, 2021	$	-

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value.

Assets measured at fair value on a nonrecurring basis

The Company measures equity investments without readily determinable fair values at fair value on a nonrecurring basis. The fair values of these investments are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections. An impairment charge is recorded when the cost of the asset exceeds its fair value and the excess is determined to be other-than-temporary. Refer to Note 5 for any impairment charges recorded during the reporting periods presented herein. The Company has no liabilities that are measured at fair value on a nonrecurring basis.

XML

Equity-Accounted Investments And Other Long-Term Assets

9 Months Ended

Mar. 31, 2022

Equity-Accounted Investments And Other Long-Term Assets [Abstract]

Equity-Accounted Investments And Other Long-Term Assets

5.Equity-accounted investments and other long-term assets

Refer to Note 8 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021, for additional information regarding its equity-accounted investments and other long-term assets.

Equity-accounted investments

The Company’s ownership percentage in its equity-accounted investments as of March 31, 2022, and June 30, 2021, was as follows:

	March 31,			June 30,
	2022			2021
Finbond Group Limited (“Finbond”)		29.0	%	31.5	%
Carbon Tech Limited (“Carbon”)		25.0	%	25.0	%
SmartSwitch Namibia (Pty) Ltd (“SmartSwitch Namibia”)		50.0	%	50.0	%

Finbond

As of March 31, 2022, the Company owned 247,438,164 shares in Finbond representing approximately 29.0% of its issued and outstanding ordinary shares. Finbond is listed on the Johannesburg Stock Exchange (“JSE”) and its closing price on March 31, 2022, the last trading day of the month, was ZAR 0.50 per share. The market value, using the March 31, 2022, closing price, of the Company’s holding in Finbond on March 31, 2022, was ZAR 123.7 million ($8.5 million translated at exchange rates applicable as of March 31, 2022).

The Company sold 21,382,769 shares in Finbond for cash during the three and nine months ended March 31, 2022, and recorded a loss of $0.3 million in the caption loss on equity-accounted investment in the Company’s unaudited condensed consolidated statements of operations. The following table presents the calculation of the loss on disposal of Finbond shares during the three and nine months ended March 31, 2022:

		Three and nine months ended March 31,
		2022
Loss on disposal of Finbond shares:
Consideration received in cash		$	819
Less: carrying value of Finbond shares sold			(591)
Less: release of foreign currency translation reserve from accumulated other comprehensive loss			(583)
Add: release of stock-based compensation charge related to equity-accounted investment			9
	Loss on sale of Finbond shares	$	(346)

Summarized below is the movement in equity-accounted investments and loans provided to equity-accounted investments during the nine months ended March 31, 2022:

					Finbond		Other(1)		Total
Investment in equity
	Balance as of June 30, 2021				$	9,822	$	182	$	10,004
		Stock-based compensation				9		-		9
		Comprehensive loss:				(1,800)		-		(1,800)
			Other comprehensive loss			(644)		-		(644)
			Equity accounted loss			(1,156)		-		(1,156)
				Share of net loss		(1,156)		-		(1,156)
		Dividends received				-		(137)		(137)
		Disposal of Finbond shares				(591)		-		(591)
		Foreign currency adjustment(2)				(206)		(4)		(210)
	Balance as of March 31, 2022				$	7,234	$	41	$	7,275
					Equity		Loans		Total
Carrying amount as of :
		June 30, 2021			$	10,004	$	-	$	10,004
		March 31, 2022			$	7,275	$	-	$	7,275

(1) Includes Carbon and SmartSwitch Namibia.

(2) The foreign currency adjustment represents the effects of the fluctuations of the ZAR, Nigerian naira and Namibian dollar against the U.S. dollar on the carrying value.

5.Equity-accounted investments and other long-term assets (continued)

Other long-term assets

Summarized below is the breakdown of other long-term assets as of March 31, 2022, and June 30, 2021:

		March 31,			June 30,
			2022		2021
Total equity investments		$	76,297	$	76,297
	Investment in 15% of Cell C, at fair value (Note 4)		-		-
	Investment in 10% of MobiKwik (June 30, 2021: 12%)		76,297		76,297
	Investment in 87.5% of CPS(1)		-		-
Total held to maturity investments			-		-
	Investment in 7.625% of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625% notes(2)		-		-
Long-term portion of amount due related to sale of interest in Bank Frick(3)			-		3,890
Policy holder assets under investment contracts (Note 7)			411		381
Reinsurance assets under insurance contracts (Note 7)			1,284		1,298
	Total other long-term assets	$	77,992	$	81,866

(1) On October 16, 2020, the High Court of South Africa, Gauteng Division, Pretoria ordered that CPS be placed into liquidation.

(2) The note is included in accounts receivable, net and other receivables as of March 31, 2022 (refer to Note 2).

(3) Long-term portion of amount due related to sale of interest in Bank Frick as of June 30, 2021, represents the amount due from the purchaser in July 2022 and is included in accounts receivable, net, and other receivables as of March 31, 2022 (refer to Note 2).

MobiKwik

In October 2021, the Company converted its 310,781 shares of compulsorily convertible cumulative preferences shares to 6,215,620 equity shares in anticipation of MobiKwik’s initial public offering. The Company’s investment percentage remained unchanged following the conversion. The Company’s investment percentage as of March 31, 2022, was 10.2%. The Company did not identify any observable transactions during the three and nine months ended March 31, 2022, and therefore there was no change in the fair value of MobiKwik during these periods. The Company used a transaction, at a price of $245.50 per share in June 2021, as the basis for a fair value adjustment to its investment in MobiKwik during the fourth quarter of fiscal 2021. This fair value adjustment increased the carrying value of its investment in MobiKwik by $23.4 million from $52.9 million to $76.3 million as of June 30, 2021.

In early November 2020, MobiKwik entered into an agreement to raise additional capital through the issuance of additional shares to a new shareholder at a valuation of $135.54 per share. In mid-March 2021, MobiKwik raised additional capital through the issuance of shares to new shareholders at a valuation of $170.33 per share. The Company considered each of these transactions to be an observable price change in an orderly transaction for similar or identical equity securities issued by MobiKwik. The Company used the November 2020 valuation as the basis for its adjustment to increase the carrying value in its investment in MobiKwik by $15.1 million from $27.0 million to $42.1 million as of December 31, 2020. The Company used the March 2021 valuation as the basis for its adjustment to increase the carrying value in its investment in MobiKwik by $10.8 million from $42.1 million to $52.9 million as of March 31, 2021. The change in the fair value of MobiKwik for the three and nine months ended March 31, 2021, of $10.8 million and $25.9 million, respectively, is included in the caption “Change in fair value of equity securities” in the unaudited condensed consolidated statement of operations for the three and nine months ended March 31, 2021.

5.Equity-accounted investments and other long-term assets (continued)

Other long-term assets (continued)

Revix

In February 2022, the Company sold its entire interest in Revix UK Limited for cash of $0.7 million because the Company did not consider the investment core to its strategy to operate primarily in Southern Africa. The Company had previously written this investment to $0 (nil) and recognized a gain on disposal of $0.7 million, which is included in the caption gain on disposal of equity securities in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022.

Summarized below are the components of the Company’s equity securities without readily determinable fair value and held to maturity investments as of March 31, 2022:

				Cost basis		Unrealized holding		Unrealized holding		Carrying
						gains		losses		value
Equity securities:
	Investment in MobiKwik		$	26,993	$	49,304	$	-	$	76,297
	Investment in CPS			-		-		-		-
Held to maturity:
	Investment in Cedar Cellular notes (Note 2)			-		-		-		-
		Total	$	26,993	$	49,304	$	-	$	76,297

Summarized below are the components of the Company’s equity securities without readily determinable fair value and held to maturity investments as of June 30, 2021:

				Cost basis		Unrealized holding		Unrealized holding		Carrying
						gains		losses		value
Equity securities:
	Investment in MobiKwik		$	26,993	$	49,304	$	-	$	76,297
	Investment in CPS			-		-		-		-
Held to maturity:
	Investment in Cedar Cellular notes			-		-		-		-
		Total	$	26,993	$	49,304	$	-	$	76,297

XML

Goodwill And Intangible Assets, Net

9 Months Ended

Mar. 31, 2022

Goodwill And Intangible Assets, Net [Abstract]

Goodwill And Intangible Assets, Net

6.Goodwill and intangible assets, net

Goodwill

Summarized below is the movement in the carrying value of goodwill for the nine months ended March 31, 2022:

				Gross value		Accumulated impairment		Carrying value
Balance as of June 30, 2021			$	42,949	$	(13,796)	$	29,153
	Foreign currency adjustment (1)			(630)		138		(492)
		Balance as of March 31, 2022	$	42,319	$	(13,658)	$	28,661

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value.

Refer to Note 17 for additional information regarding changes to the Company’s reportable segments during the three months ended December 31, 2021. Goodwill has been allocated to the Company’s reportable segments as follows:

			Consumer		Merchant		Other		Carrying value
Balance as of June 30, 2021			$	-	$	28,496	$	657	$	29,153
	Foreign currency adjustment (1)			-		(492)		-		(492)
		Balance as of March 31, 2022	$	-	$	28,004	$	657	$	28,661

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value.

6.Goodwill and intangible assets, net (continued)

Intangible assets, net

Carrying value and amortization of intangible assets

Summarized below is the carrying value and accumulated amortization of intangible assets as of March 31, 2022, and June 30, 2021:

		As of March 31, 2022						As of June 30, 2021
			Gross carrying value		Accumulated amortization		Net carrying value		Gross carrying value		Accumulated amortization		Net carrying value
Finite-lived intangible assets:
	Customer relationships	$	9,683	$	(9,683)	$	-	$	10,340	$	(10,340)	$	-
	Software and unpatented technology		390		(390)		-		1,726		(1,726)		-
	FTS patent		2,633		(2,633)		-		2,679		(2,679)		-
	Trademarks		1,980		(1,682)		298		2,015		(1,658)		357
	Total finite-lived intangible assets	$	14,686	$	(14,388)	$	298	$	16,760	$	(16,403)	$	357

Aggregate amortization expense on the finite-lived intangible assets for each of the three months ended March 31, 2022 and 2021, was approximately $0.1 million. Aggregate amortization expense on the finite-lived intangible assets for the nine months ended March 31, 2022 and 2021, was approximately $0.1 million and $0.3 million, respectively.

Future estimated annual amortization expense for the next five fiscal years and thereafter, assuming exchange rates that prevailed on March 31, 2022, is presented in the table below. Actual amortization expense in future periods could differ from this estimate as a result of acquisitions, changes in useful lives, exchange rate fluctuations and other relevant factors.

Fiscal 2022		$	71
Fiscal 2023			71
Fiscal 2024			70
Fiscal 2025			70
Fiscal 2026			70
	Total future estimated annual amortization expense	$	352

XML

Assets And Policyholder Liabilities Under Insurance And Investment Contracts

9 Months Ended

Mar. 31, 2022

Assets And Policyholder Liabilities Under Insurance And Investment Contracts [Abstract]

Assets And Policyholder Liabilities Under Insurance And Investment Contracts

7.Assets and policyholder liabilities under insurance and investment contracts

Reinsurance assets and policyholder liabilities under insurance contracts

Summarized below is the movement in reinsurance assets and policyholder liabilities under insurance contracts during the nine months ended March 31, 2022:

				Reinsurance Assets(1)		Insurance contracts(2)
Balance as of June 30, 2021			$	1,298	$	(2,011)
	Increase in policy holder benefits under insurance contracts			1,612		8,158
	Claims and decrease in policyholders’ benefits under insurance contracts			(1,603)		(8,304)
	Foreign currency adjustment(3)			(23)		30
		Balance as of March 31, 2022	$	1,284	$	(2,127)

(1) Included in other long-term assets (refer to Note 5);

(2) Included in other long-term liabilities;

(3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.

The Company has agreements with reinsurance companies in order to limit its losses from various insurance contracts, however, if the reinsurer is unable to meet its obligations, the Company retains the liability. The value of insurance contract liabilities is based on the best estimate assumptions of future experience plus prescribed margins, as required in the markets in which these products are offered, namely South Africa. The process of deriving the best estimate assumptions plus prescribed margins includes assumptions related to claim reporting delays (based on average industry experience).

Assets and policyholder liabilities under investment contracts

Summarized below is the movement in assets and policyholder liabilities under investment contracts during the nine months ended March 31, 2022:

			Assets(1)		Investment contracts(2)
Balance as of June 30, 2021			$	381	$	(381)
	Increase in policy holder benefits under investment contracts			11		(11)
	Foreign currency adjustment (3)			19		6
		Balance as of March 31, 2022	$	411	$	(386)

(1) Included in other long-term assets (refer to Note 5);

(2) Included in other long-term liabilities;

(3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.

The Company does not offer any investment products with guarantees related to capital or returns.

XML

Borrowings

9 Months Ended

Mar. 31, 2022

Borrowings [Abstract]

Borrowings

8.Borrowings

Refer to Note 11 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021, for additional information regarding its borrowings.

South Africa

July 2017 Facilities, as amended, comprising long-term borrowings (all repaid) and a short-term facility (Facility E)

Available short-term facility - Facility E

As of March 31, 2022, the aggregate amount of the Company’s short-term South African overdraft facility with RMB was ZAR 1.4 billion ($96.2 million, translated at exchange rates applicable as of March 31, 2022). As of March 31, 2022, the Company had utilized approximately ZAR 0.7 billion ($45.7 million) of this overdraft facility. This overdraft facility may only be used to fund ATMs and therefore the overdraft utilized and converted to cash to fund the Company’s ATMs is considered restricted cash. The interest rate on this facility is equal to the prime rate. The prime rate on March 31, 2022, was 7.75%.

Nedbank facility, comprising short-term facilities

As of March 31, 2022, the aggregate amount of the Company’s short-term South African credit facility with Nedbank Limited was ZAR 406.6 million ($27.9 million). The credit facility comprises an overdraft facility of up to ZAR 250.0 million ($17.2 million), which may only be used to fund mobile ATMs and indirect and derivative facilities of up to ZAR 156.6 million ($10.8 million), which include guarantees, letters of credit and forward exchange contracts. The Company has entered into cession and pledge agreements with Nedbank related to certain of its Nedbank credit facilities (the indirect and derivative facility) and the Company has ceded and pledged certain bank accounts to Nedbank. The funds included in these bank accounts are restricted as they may not be withdrawn without the express permission of Nedbank. These funds, of ZAR 155.1 million ($10.7 million translated at exchange rates applicable as of March 31, 2022), are included within the caption restricted cash related to ATM funding and credit facilities to the Company’s unaudited condensed consolidated balance sheet as of March 31, 2022. As of March 31, 2022, the interest rate on the overdraft facility was 6.60%.

As of March 31, 2022 and June 30, 2021, the Company had utilized approximately ZAR 155.1 million ($10.7 million) and ZAR 156.6 million ($10.9 million), respectively, of its indirect and derivative facilities of ZAR 156.6 million (June 30, 2021: ZAR 156.6 million) to enable the bank to issue guarantees, letters of credit and forward exchange contracts, in order for the Company to honor its obligations to third parties requiring such guarantees (refer to Note 19).

Movement in short-term credit facilities

Summarized below are the Company’s short-term facilities as of March 31, 2022, and the movement in the Company’s short-term facilities from as of June 30, 2022 to as of March 31, 2021, as well as the respective interest rates applied to the borrowings as of March 31, 2022:

						South Africa				Total
					RMB		Nedbank
Short-term facilities available as of March 31, 2022					$	96,203	$	27,937	$	124,140
	Overdraft restricted as to use for ATM funding only					96,203		17,179		113,382
	Indirect and derivative facilities					-		10,758		10,758
Interest rate (%), based on South African prime rate						7.75
Interest rate (%), based on South African prime rate less 1.15%								6.60
Movement in utilized overdraft facilities:
	Balance as of June 30, 2021					14,245		-		14,245
		Utilized				405,048		1,350		406,398
		Repaid				(371,185)		(1,323)		(372,508)
		Foreign currency adjustment(1)				(2,430)		(27)		(2,457)
			Balance as of March 31, 2022			45,678		-		45,678
				Restricted as to use for ATM funding only		45,678		-		45,678
Movement in utilized indirect and derivative facilities:
	Balance as of June 30, 2021					-		10,947		10,947
		Guarantees cancelled				-		(99)		(99)
		Foreign currency adjustment(1)				-		(189)		(189)
			Balance as of March 31, 2022(2)		$	-	$	10,659	$	10,659

(1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar.

XML

Other Payables

9 Months Ended

Mar. 31, 2022

Other Payables [Abstract]

Other Payables

9.Other payables

Summarized below is the breakdown of other payables as of March 31, 2022, and June 30, 2021:

	March 31,			June 30,
		2022		2021
Accruals	$	7,915	$	7,501
Provisions		5,291		5,343
Other		11,950		13,288
Value-added tax payable		541		435
Payroll-related payables		1,362		884
Participating merchants' settlement obligation		128		137
	$	27,187	$	27,588

Other includes transactions-switching funds payable, deferred income, client deposits and other payables.

XML

Capital Structure

9 Months Ended

Mar. 31, 2022

Capital Structure [Abstract]

Capital Structure

10.Capital structure

The following table presents a reconciliation between the number of shares, net of treasury, presented in the unaudited condensed consolidated statement of changes in equity during the nine months ended March 31, 2022 and 2021, respectively, and the number of shares, net of treasury, excluding non-vested equity shares that have not vested during the nine months ended March 31, 2022 and 2021, respectively:

		March 31,	March 31,
		2022	2021
Number of shares, net of treasury:
	Statement of changes in equity	57,921,062	56,626,060
	Non-vested equity shares that have not vested as of end of period	1,248,391	294,000
Number of shares, net of treasury, excluding non-vested equity shares that have not vested		56,672,671	56,332,060

XML

Accumulated Other Comprehensive Loss

9 Months Ended

Mar. 31, 2022

Accumulated Other Comprehensive Loss [Abstract]

Accumulated Other Comprehensive Loss

11.Accumulated other comprehensive loss

The table below presents the change in accumulated other comprehensive (loss) income per component during the three months ended March 31, 2022:

			Three months ended
			March 31, 2022
				Accumulated foreign currency translation reserve		Total
Balance as of January 1, 2022			$	(157,879)	$	(157,879)
	Release of foreign currency translation reserve related to the disposal of Finbond equity securities (Note 5)			583		583
	Movement in foreign currency translation reserve			14,831		14,831
		Balance as of March 31, 2022	$	(142,465)	$	(142,465)

11.Accumulated other comprehensive loss (continued)

The table below presents the change in accumulated other comprehensive (loss) income per component during the three months ended March 31, 2021:

			Three months ended
			March 31, 2021
				Accumulated foreign currency translation reserve		Total
Balance as of January 1, 2021			$	(141,242)	$	(141,242)
	Release of foreign currency translation reserve related to disposal of Bank Frick			(2,462)		(2,462)
	Movement in foreign currency translation reserve			(2,470)		(2,470)
		Balance as of March 31, 2021	$	(146,174)	$	(146,174)

The table below presents the change in accumulated other comprehensive (loss) income per component during the nine months ended March 31, 2022:

			Nine months ended
			March 31, 2022
				Accumulated foreign currency translation reserve		Total
Balance as of July 1, 2021			$	(145,721)	$	(145,721)
	Release of foreign currency translation reserve related to disposal of Finbond equity securities (Note 5)			583		583
	Movement in foreign currency translation reserve related to equity-accounted investment			(644)		(644)
	Movement in foreign currency translation reserve			3,317		3,317
		Balance as of March 31, 2022	$	(142,465)	$	(142,465)

The table below presents the change in accumulated other comprehensive (loss) income per component during the nine months ended March 31, 2021:

a				Nine months ended
				March 31, 2021
					Accumulated foreign currency translation reserve		Total
	Balance as of July 1, 2020			$	(169,075)	$	(169,075)
		Release of foreign currency translation reserve related to disposal of Bank Frick			(2,462)		(2,462)
		Movement in foreign currency translation reserve related to equity-accounted investment			1,688		1,688
		Movement in foreign currency translation reserve			23,675		23,675
			Balance as of March 31, 2021	$	(146,174)	$	(146,174)

During the three and nine months ended March 31, 2022, the Company reclassified $0.6 million from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss related to the disposal of shares in Finbond. During the three and nine months ended March 31, 2021, the Company reclassified $2.5 million from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss related to the disposal of Bank Frick.

XML

Stock-Based Compensation

9 Months Ended

Mar. 31, 2022

Stock-Based Compensation [Abstract]

Stock-Based Compensation

12.Stock-based compensation

The Company’s Amended and Restated 2015 Stock Incentive Plan and the vesting terms of certain stock-based awards granted are described in Note 16 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021.

Stock option and restricted stock activity

Options

The following table summarizes stock option activity for the nine months ended March 31, 2022 and 2021:

			Number of shares	Weighted average exercise price ($)	Weighted average remaining contractual term (in years)	Aggregate intrinsic value ($'000)	Weighted average grant date fair value ($)
Outstanding - June 30, 2021			1,294,832	3.93	7.68	1,624	1.45
	Granted - February 2022		137,620	4.87	10.00	235	1.71
	Exercised		(249,521)	3.05	-	470	-
	Forfeited		(188,332)	4.14			1.50
		Outstanding - March 31, 2022	994,599	4.25	6.86	1,884	1.64
Outstanding - June 30, 2020			1,331,651	5.83	7.56	-	2.01
	Granted – August 2020		150,000	3.50	3.00	166	1.11
	Granted – November 2020		560,000	3.01	10.00	691	1.23
	Exercised		(17,335)	3.07	-	35	-
	Forfeited		(466,033)	7.12			2.26
		Outstanding - March 31, 2021	1,558,283	4.24	7.80	2,860	1.59

The Company awarded 137,620 stock options to employees during the three and nine months ended March 31, 2022.No stock options were awarded during the three months ended March 31, 2021. The Company awarded 560,000 stock options to employees during the nine months ended March 31, 2021. On August 5, 2020, the Company granted one of its non-employee directors, Mr. Ali Mazanderani, in his capacity as a consultant to the Company, 150,000 stock options with an exercise price of $3.50. These stock options are subject to the non-employee director’s continuous service through the applicable vesting date, and half of the options vest on each of the first and second anniversaries of the grant date.

Employees forfeited 94,404 and 10,000 stock options during the three months ended March 31, 2022 and 2021, respectively. Employees forfeited 188,332 and 205,999 stock options during the nine months ended March 31, 2022 and 2021, respectively. During the nine months ended March 31, 2021, the Company’s former chief executive officer forfeited 250,034 stock options with strike prices ranging from $6.20 to $11.23 per share following his separation from the Company.

The fair value of each option is estimated on the date of grant using the Cox Ross Rubinstein binomial model that uses the assumptions noted in the following table. The estimated expected volatility is calculated based on the Company’s 750-day volatility. The estimated expected life of the option was determined based on the historical behavior of employees who were granted options with similar terms.

The table below presents the range of assumptions used to value stock options granted during the nine months ended March 31, 2022 and 2021:

	Nine months ended
	March 31,
	2022		2021
Expected volatility	50	%	62	%
Expected dividends	0	%	0	%
Expected life (in years)	3		3
Risk-free rate	1.61	%	0.19	%

12.Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Options (continued)

The following table presents stock options vested and expected to vest as of March 31, 2022:

	Number of shares	Weighted average exercise price ($)	Weighted average remaining contractual term (in years)	Aggregate intrinsic value ($’000)
Vested and expecting to vest - March 31, 2022	994,599	4.25	6.86	1,884

These options have an exercise price range of $3.01 to $11.23.

The following table presents stock options that are exercisable as of March 31, 2022:

	Number of shares	Weighted average exercise price ($)	Weighted average remaining contractual term (in years)	Aggregate intrinsic value ($’000)
Exercisable - March 31, 2022	464,506	5.37	5.73	220

No stock options became exercisable during the three months ended March 31, 2022 and 2021. During the nine months ended March 31, 2022 and 2021, respectively, 376,348 and 337,666 stock options became exercisable. The Company issues new shares to satisfy stock option exercises.

Restricted stock

The following table summarizes restricted stock activity for the nine months ended March 31, 2022 and 2021:

				Number of shares of restricted stock	Weighted average grant date fair value ($’000)
Non-vested – June 30, 2021				384,560	1,123
	Total granted			893,831	4,433
		Granted – July 2021		234,608	963
		Granted – August 2021		44,986	192
		Granted – November and December 2021		326,158	1,766
		Granted – December 2021		50,300	269
		Granted – February 2022		29,920	146
		Granted – March 2022		207,859	1,097
	Total granted and vested - November and December 2021			-	-
		Granted - November and December 2021		71,647	393
		Vested - November and December 2021		(71,647)	393
Forfeitures				(30,000)	(160)
		Non-vested – March 31, 2022		1,248,391	5,867
Non-vested – June 30, 2020				1,115,500	5,354
Total vested				(311,300)	(1,037)
		Vested – August 2020		(244,500)	(812)
		Vested – September 2020 - accelerated vesting		(66,800)	(225)
	Forfeitures			(510,200)	(1,766)
			Non-vested – March 31, 2021	294,000	994

12.Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

On June 30, 2021, the Company entered into employment agreements with Mr. Chris G.B. Meyer, under which Mr. Meyer was appointed Group Chief Executive Officer of the Company effective July 1, 2021. Mr. Meyer was awarded 117,304 shares of restricted stock on July 1, 2021, which were subject to time-based vesting and vest in full on June 30, 2024, subject to Mr. Meyer’s continued service to the Company through June 30, 2024. In addition, under the terms of Mr. Meyer’s engagement, the Company’s Remuneration Committee also awarded Mr. Meyer 117,304 shares of restricted stock which include performance conditions and which only vest on June 30, 2024 if the performance conditions are met and Mr. Meyer remains employed with the Company through June 30, 2024. Vesting of half of these awards, or 58,652 shares of restricted stock, is subject to the Company achieving its three-year financial services plan during the specific measurement period from June 30, 2021, to June 30, 2024, and the other half is subject to share price growth targets, and only vest if the Company’s share price is $8.14 or higher on June 30, 2024. On March 1, 2022, the Company awarded 207,859 shares of restricted stock to executive officers and vesting of these awards is subject to the executive’s continuous service through the applicable vesting date, one third of which vests on each of the first, second and third anniversaries of the grant date. In August 2021, December 2021 and February 2022, the Company awarded 44,986, 50,300 and 29,920 shares of restricted stock, respectively, to employees which have time and performance-based (market conditions related to share price performance) vesting conditions.

Upon joining the Company, each of Messrs. Meyer and Lincoln C. Mali, were entitled to receive an award of shares of restricted stock which were subject to them purchasing an agreed value of shares (“matching awards”) in the market during a prescribed period of time. However, these executives were unable to purchase shares in the market during that period due to a Company-imposed insider-trading restriction placed on them. On November 15, 2021, the Company amended the terms of these awards in order to put the executives into an economically equivalent position, as follows:

(i) assume that the executives would have purchased their agreed allocation within their first 30 days post commencement of employment had they not been embargoed;

(ii) require the executives to fulfill their agreed allocations within a short period following release of the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2021;

(iii) to the extent that the price per share actually paid is greater than the 30-day volume-weighted average price (“VWAP”) in their respective first months of employment, award the executives a top-up (“top up awards”) which amounts to the after-tax difference between (a) number of shares purchased at the 30-day VWAP in their respective first months of employment and (b) number of shares purchased at the actual share price paid. The top-up will be settled as follows: (a) 55% in shares of the Company’s common stock and (b) 45%, at the election of the executive, as either shares of the Company’s common stock or cash. The top up awards were not subject to any vesting conditions and vested immediately; and

(iv) adjust the initial matching awards to the aggregate number of shares acquired in terms of (ii) and (iii). The matching awards vest ratably over a period of three years commencing on the first anniversary of the grant of the matching awards.

The executives acquired shares during November and December 2021, and the Company granted the executives 326,158 matching awards and 71,647 top up awards.

Except as discussed above, no shares of restricted stock vested during the three and nine months ended March 31, 2022.

During the nine months ended March 31, 2021, 244,500 shares of restricted stock with time-based vesting conditions vested. In connection with the Company’s former chief executive officer’s separation, the Company agreed to accelerate the vesting of 66,800 shares of restricted stock which were granted in February 2020, and which were subject to time-based vesting. These shares of restricted stock vested on September 30, 2020.

During the nine months ended March 31, 2022, 30,000 shares of restricted stock were forfeited by an executive officer as the market condition (related to share price performance) was not achieved.

The 510,200 shares of restricted stock that were forfeited during the nine months ended March 31, 2021, includes 375,200 shares of restricted stock forfeited by the Company’s former chief executive officer upon his separation from the Company and 30,000 shares of restricted stock forfeited by an executive officer as the market condition (related to share price performance) was not achieved. The March 31, 2021, non-vested shares of restricted stock presented in the table above includes 164,000 shares of restricted stock forfeited by an executive officer following his resignation from the Company on April 30, 2021. The amount of 164,000 shares of restricted stock comprised 107,200 shares of restricted stock with performance (related to agreed return on net asset value) and time-based vesting conditions, 30,000 shares of restricted stock with a market condition (related to share price performance) and time-based vesting conditions, and 26,800 shares of restricted stock with time-based vesting conditions.

12.Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

Effective January 1, 2022, the Company agreed to grant an advisor shares in lieu of cash for services provided to the Company during a contract term that will expire on December 31, 2022. The contract may be terminated early if certain agreed events occur. The advisor has agreed to receive 6,481 shares of the Company’s common stock per month as payment for services rendered and is not entitled to receive additional shares if the contract is terminated early due to the occurrence of the agreed events. The 6,481 shares granted per month was calculated using an agreed monthly fee of $35,000 divided by the Company’s closing market price on January 3, 2022, on the Nasdaq Global Select Market. The Company and the advisor have agreed that the Company will issue the shares to the advisor, in arrears, on a quarterly basis and that the shares may not be transferred until the earlier of December 31, 2022, or the occurrence of the agreed event. During the three months ended March 31, 2022, the Company recorded a stock-based compensation charge of $0.1 million and included the issuance of 19,443 shares of common stock in its issued and outstanding share count.

The Company recorded a stock-based compensation charge, net during the three months ended March 31, 2022 and 2021, of $0.6 million and $0.2 million, respectively, which comprised:

			Total charge		Allocated to cost of goods sold, IT processing, servicing and support		Allocated to selling, general and administration
Three months ended March 31, 2022
	Stock-based compensation charge		$	619	$	-	$	619
	Reversal of stock compensation charge related to stock options and restricted stock forfeited			(5)		-		(5)
		Total - three months ended March 31, 2022	$	614	$	-	$	614
Three months ended March 31, 2021
	Stock-based compensation charge		$	245	$	-	$	245
		Total - three months ended March 31, 2021	$	245	$	-	$	245

The Company recorded a stock-based compensation charge, net during the nine months ended March 31, 2022 and 2021, of $1.7 million and $0.9 million respectively, which comprised:

a				Total charge		Allocated to cost of goods sold, IT processing, servicing and support		Allocated to selling, general and administration
	Nine months ended March 31, 2022
		Stock-based compensation charge		$	1,751	$	-	$	1,751
		Reversal of stock compensation charge related to stock options forfeited			(40)		-		(40)
			Total - nine months ended March 31, 2022	$	1,711	$	-	$	1,711
	Nine months ended March 31, 2021
		Stock-based compensation charge		$	1,173	$	-	$	1,173
		Reversal of stock compensation charge related to stock options and restricted stock forfeited			(297)		-		(297)
			Total - nine months ended March 31, 2021	$	876	$	-	$	876

The stock-based compensation charges have been allocated to selling, general and administration based on the allocation of the cash compensation paid to the relevant employees.

12.Stock-based compensation (continued)

As of March 31, 2022, the total unrecognized compensation cost related to stock options was approximately $0.5 million, which the Company expects to recognize over approximately two years. As of March 31, 2022, the total unrecognized compensation cost related to restricted stock awards was approximately $4.8 million, which the Company expects to recognize over approximately three years.

As of March 31, 2022, and June 30, 2021, respectively, the Company recorded a deferred tax asset of approximately $0.3 million and $0.1 million, related to the stock-based compensation charge recognized related to employees of Net1. As of March 31, 2022, and June 30, 2021, respectively, the Company recorded a valuation allowance of approximately $0.3 million and $0.1 million, related to the deferred tax asset because it does not believe that the stock-based compensation deduction would be utilized as it does not anticipate generating sufficient taxable income in the United States. The Company deducts the difference between the market value on the date of exercise by the option recipient and the exercise price from income subject to taxation in the United States.

XML

(Loss) Earnings Per Share

9 Months Ended

Mar. 31, 2022

(Loss) Earnings Per Share [Abstract]

(Loss) Earnings Per Share

13.(Loss) Earnings per share

The Company has issued redeemable common stock which is redeemable at an amount other than fair value. Redemption of a class of common stock at other than fair value increases or decreases the carrying amount of the redeemable common stock and is reflected in basic earnings per share using the two-class method. There were no redemptions of common stock, or adjustments to the carrying value of the redeemable common stock during the three months ended March 31, 2022 and 2021. Accordingly, the two-class method presented below does not include the impact of any redemption. The Company’s redeemable common stock is described in Note 13 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021.

Basic (loss) earnings per share includes shares of restricted stock that meet the definition of a participating security because these shares are eligible to receive non-forfeitable dividend equivalents at the same rate as common stock. Basic (loss) earnings per share has been calculated using the two-class method and basic (loss) earnings per share for the three months ended March 31, 2022 and 2021, reflects only undistributed earnings. The computation below of basic (loss) earnings per share excludes the net loss attributable to shares of unvested restricted stock (participating non-vested restricted stock) from the numerator and excludes the dilutive impact of these unvested shares of restricted stock from the denominator.

Diluted (loss) earnings per share has been calculated to give effect to the number of shares of additional common stock that would have been outstanding if the potential dilutive instruments had been issued in each period. Stock options are included in the calculation of diluted (loss) earnings per share utilizing the treasury stock method and are not considered to be participating securities, as the stock options do not contain non-forfeitable dividend rights. The Company has excluded employee stock options to purchase 185,902 and 172,113 shares of common stock from the calculation of diluted loss per share during the three and nine months ended March 31, 2022, because the effect would be antidilutive.

The calculation of diluted (loss) earnings per share includes the dilutive effect of a portion of the restricted stock granted to employees in May 2018, September 2018, February 2020, May 2021, July 2021, August 2021, November 2021, December 2021, February 2022 and March 2022, as these shares of restricted stock are considered contingently returnable shares for the purposes of the diluted (loss) earnings per share calculation and the vesting conditions in respect of a portion of the restricted stock had been satisfied. The vesting conditions for all awards made are discussed in Note 16 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021.

13.(Loss) Earnings per share (continued)

The following table presents net loss attributable to Net1 and the share data used in the basic and diluted (loss) earnings per share computations using the two-class method:

			Three months ended					Nine months ended
			March 31,					March 31,
			2022			2021		2022		2021
				(in thousands except					(in thousands except
				percent and					percent and
				per share data)					per share data)
Numerator:
	Net loss attributable to Net1		$	(3,327)		$	(6,204)	$	(28,727)	$	(39,696)
	Undistributed loss			(3,327)			(6,204)		(28,727)		(39,696)
	Percent allocated to common shareholders
	(Calculation 1)			98%			99%		99%		99%
	Numerator for loss per share: basic and diluted		$	(3,262)	$		(6,172)	$	(28,299)	$	(39,300)
Denominator
	Denominator for basic (loss) earnings per share:
	weighted-average common shares outstanding			56,660			56,352		56,467		56,236
	Effect of dilutive securities:
		Stock options		-			275		-		92
		Denominator for diluted (loss) earnings per share: adjusted weighted average common shares outstanding and assuming conversion		56,660			56,627		56,467		56,328
Loss per share:
	Basic		$	(0.06)		$	(0.11)	$	(0.50)	$	(0.70)
	Diluted		$	(0.06)		$	(0.11)	$	(0.50)	$	(0.70)
(Calculation 1)
	Basic weighted-average common shares outstanding (A)			56,660			56,352		56,467		56,236
	Basic weighted-average common shares outstanding and unvested restricted shares expected to vest (B)			57,791			56,646		57,322		56,803
	Percent allocated to common shareholders
	(A) / (B)			98%			99%		99%		99%

Options to purchase 408,252 shares of the Company’s common stock at prices ranging from $4.87 to $11.23 per share were outstanding during the three and nine months ended March 31, 2022, respectively, but were not included in the computation of diluted (loss) earnings per share because the options’ exercise price was greater than the average market price of the Company’s common stock. Options to purchase 425,784 shares of the Company’s common stock at prices ranging from $6.20 to $11.23 per share were outstanding during the three and nine months ended March 31, 2021, respectively, but were not included in the computation of diluted (loss) earnings per share because the options’ exercise price was greater than the average market price of the Company’s common stock. The options, which expire at various dates through February 3, 2032, were still outstanding as of March 31, 2022.

XML

Supplemental Cash Flow Information

9 Months Ended

Mar. 31, 2022

Supplemental Cash Flow Information [Abstract]

Supplemental Cash Flow Information

14.Supplemental cash flow informationThe following table presents supplemental cash flow disclosures for the three and nine months ended March 31, 2022 and 2021:

		Three months ended				Nine months ended
		March 31,				March 31,
		2022		2021		2022		2021
Cash received from interest	$	756	$	537	$	1,444	$	1,746
Cash paid for interest	$	788	$	707	$	2,468	$	2,251
Cash paid for income taxes	$	181	$	211	$	471	$	16,382

14.Supplemental cash flow information (continued)

Disaggregation of cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash included on the Company’s unaudited condensed consolidated statement of cash flows includes restricted cash related to cash withdrawn from the Company’s debt facilities to fund ATMs. This cash may only be used to fund ATMs and is considered restricted as to use and therefore is classified as restricted cash. Cash, cash equivalents and restricted cash also includes cash in certain bank accounts that have been ceded to Nedbank. As this cash has been pledged and ceded it may not be drawn and is considered restricted as to use and therefore is classified as restricted cash as well. Refer to Note 8 for additional information regarding the Company’s facilities. The following table presents the disaggregation of cash, cash equivalents and restricted cash as of March 31, 2022 and 2021, and June 30, 2021:

			March 31, 2022		March 31, 2021		June 30, 2021
Cash and cash equivalents		$	183,712	$	207,814	$	198,572
Restricted cash			56,336		19,016		25,193
	Cash, cash equivalents and restricted cash	$	240,048	$	226,830	$	223,765

LeasesThe following table presents supplemental cash flow disclosure related to leases for the three and nine months ended March 31, 2022 and 2021:

		Three months ended March 31,				Nine months ended March 31,
		2022		2021		2022		2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	902	$	1,061	$	2,665	$	2,940
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	290	$	796	$	1,308	$	2,497

XML

Revenue Recognition

9 Months Ended

Mar. 31, 2022

Revenue Recognition [Abstract]

Revenue Recognition

15.Revenue recognition

Disaggregation of revenue

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the three months ended March 31, 2022:

			Consumer		Merchant		Other		Total
Processing fees			$	7,075	$	8,136	$	397	$	15,608
	South Africa			7,075		8,136		-		15,211
	Rest of world			-		-		397		397
Technology products				40		7,877		-		7,917
Telecom products and services				-		1,862		-		1,862
Lending revenue				5,614		-		-		5,614
Insurance revenue				2,169		-		-		2,169
Account holder fees				1,434		-		-		1,434
Other				97		501		-		598
	Total revenue, derived from the following geographic locations			16,429		18,376		397		35,202
		South Africa		16,429		18,376		-		34,805
		Rest of world	$	-	$	-	$	397	$	397

			Consumer		Merchant		Other		Total
Processing fees			$	7,179	$	6,810	$	421	$	14,410
	South Africa(1)			7,179		6,810		-		13,989
	Rest of world			-		-		421		421
Technology products				87		2,179		-		2,266
Telecom products and services				-		2,945		-		2,945
Lending revenue				5,474		-		-		5,474
Insurance revenue				1,709		-		-		1,709
Account holder fees				1,414		-		-		1,414
Other				373		237		-		610
	Total revenue, derived from the following geographic locations			16,236		12,171		421		28,828
		South Africa		16,236		12,171		-		28,407
		Rest of world	$	-	$	-	$	421	$	421

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the nine months ended March 31, 2022:

			Consumer		Merchant		Other		Total
Processing fees			$	22,535	$	24,633	$	1,220	$	48,388
	South Africa			22,535		24,633		-		47,168
	Rest of world			-		-		1,220		1,220
Technology products				252		15,851		-		16,103
Telecom products and services				-		6,169		-		6,169
Lending revenue				16,171		-		-		16,171
Insurance revenue				6,396		-		-		6,396
Account holder fees				4,255		-		-		4,255
Other				623		2,715		-		3,338
	Total revenue, derived from the following geographic locations			50,232		49,368		1,220		100,820
		South Africa		50,232		49,368		-		99,600
		Rest of world	$	-	$	-	$	1,220	$	1,220

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the nine months ended March 31, 2021:

			Consumer		Merchant		Other		Total
Processing fees			$	23,318	$	20,496	$	2,855	$	46,669
	South Africa(1)			23,318		20,496		-		43,814
	Rest of world			-		-		2,855		2,855
Technology products				158		13,723		-		13,881
Telecom products and services				-		10,515		-		10,515
Lending revenue				14,962		-		-		14,962
Insurance revenue				4,779		-		-		4,779
Account holder fees				3,870		-		-		3,870
Other				780		813		-		1,593
	Total revenue, derived from the following geographic locations			47,867		45,547		2,855		96,269
		South Africa		47,867		45,547		-		93,414
		Rest of world	$	-	$	-	$	2,855	$	2,855

XML

Leases

9 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

16.Leases

The Company has entered into leasing arrangements classified as operating leases under accounting guidance. These leasing arrangements relate primarily to the lease of its corporate head office, administration offices and branch locations through which the Company operates its financial services business in South Africa. The Company’s operating leases have remaining lease terms of between one and five years. The Company also operates parts of its financial services business from locations which it leases for a period of less than one year. The Company’s operating lease expense during the three months ended March 31, 2022 and 2021 was $0.9 million and $1.1 million, respectively. The Company’s operating lease expense during the nine months ended March 31, 2022 and 2021 was $2.7 million and $2.9 million, respectively. The Company does not have any significant leases that have not commenced as of March 31, 2022.

The Company has also entered into short-term leasing arrangements, primarily for the lease of branch locations and other locations, to operate its financial services business in South Africa. The Company’s short-term lease expense during the three months ended March 31, 2022 and 2021, was $ 1.3 million and $ 1.0 million, respectively. The Company’s short-term lease expense during the nine months ended March 31, 2022 and 2021, was $ 3.9 million and $ 3.1 million, respectively.

The following table presents supplemental balance sheet disclosure related to the Company’s right-of-use assets and its operating lease liabilities as of March 31, 2022 and June 30, 2021:

	March 31,		June 30,
	2022		2021
Right of use assets obtained in exchange for lease obligations:
Weighted average remaining lease term (years)		3.00		3.94
Weighted average discount rate (percent)		9.3		9.3

The maturities of the Company’s operating lease liabilities as of March 31, 2022, are presented below:

Maturities of operating lease liabilities
Year ended June 30,
2022 (excluding nine months to March 31, 2022)	$	917
2023		1,832
2024		861
2025		260
2026		-
Thereafter		-
Total undiscounted operating lease liabilities		3,870
Less imputed interest		293
Total operating lease liabilities, included in		3,577
Operating lease liability - current		2,232
Operating lease liability - long-term	$	1,345

XML

Operating Segments

9 Months Ended

Mar. 31, 2022

Operating Segments [Abstract]

Operating Segments

17.Operating segments

Change to internal reporting structure and restatement of previously reported information

During November 2021, the Company’s chief operating decision maker changed the Company’s operating and internal reporting structures following the establishment of a new management team and the Company’s decision to focus primarily on the South African market. The chief operating decision maker has decided to analyze the Company’s operating performance primarily based on operational lines which group financial services provided to customers (consumers) into the Consumer operating segment and goods and services provided to corporate and other juristic entities into the Merchant operating segment.

Reallocation of certain activities among operating segments

During the second quarter of fiscal 2022, the Company reorganized its operating segments by combining financial services provided to consumers (primarily individuals) from the Financial services operating segment with processing activities provided for customers within the Consumer operating segment, and by allocating processing activities performed for merchants (primarily corporate and juristic customers) from the Processing operating segment to the Merchant operating segment. Sales of hardware and licenses to customers (primarily corporate entities) included in the Technology operating segment have been allocated to the Merchant operating segment. Lastly, processing activities performed outside of South Africa have been allocated from the Processing operating segment to the Other operating segment. Segment results for the three and nine months ended March 31, 2022, reflect these changes to the operating segments. Previously reported information has been restated.

17.Operating segments (continued)

Operating segments

The Company discloses segment information as reflected in the management information systems reports that its chief operating decision maker uses in making decisions and to report certain entity-wide disclosures about products and services, and the countries in which the entity holds material assets or reports material revenues.

The Company currently has three reportable segments: Consumer, Merchant and Other. Consumer and Merchant operate mainly within South Africa and certain of the Company’s current and legacy activities outside of South Africa have been allocated to our Other operating segment. The Company’s reportable segments offer different products and services and require different resources and marketing strategies but share the Company’s assets.

The Consumer segment includes activities related to the provision of financial services to customers, including a bank account, loans and insurance products. The Company charges monthly administration fees for all bank accounts. Customers that have a bank account managed by the Company are issued cards that can be utilized to withdraw funds at an ATM or to transact at a merchant point of sale device (“POS”). The Company earns processing fees from transactions processed for these customers. The Company also earns fees on transactions performed by other banks’ customers utilizing its ATM or POS. The Company provides short-term loans to customers in South Africa for which it earns initiation and monthly service fees. The Company writes life insurance contracts, primarily funeral-benefit policies, and policy holders pay the Company a monthly insurance premium.

The Merchant segment includes activities related to the provision of goods and services provided to corporate and other juristic entities. The Company earns fees from processing activities performed for its customers and revenue generated from the distribution of prepaid airtime. The Company provides its customers with transaction processing services that involve the collection, transmittal and retrieval of all transaction data. This segment also includes sales of hardware and licenses to customers. Hardware includes the sale of POS devices, SIM cards and other consumables which can occur on an ad hoc basis. Licenses include the right to use certain technology developed by the Company.

The Other segment includes our operations outside South Africa and IPG’s processing activities for the applicable period through to the year ended June 30, 2021.

Corporate/Eliminations includes the Company’s head office cost center and the amortization of acquisition-related intangible assets.

17.Operating segments (continued)

Operating segments (continued)

The reconciliation of the reportable segment’s revenue to revenue from external customers for the three months ended March 31, 2022 and 2021, is as follows:

			Revenue
			Reportable Segment			Inter-segment		From external customers
Consumer			$	16,429	$	-	$	16,429
Merchant				18,478		102		18,376
Other				397		-		397
	Total for the three months ended March 31, 2022		$	35,304	$	102	$	35,202
Consumer			$	16,236	$	-	$	16,236
Merchant				12,171		-		12,171
Other				421		-		421
		Total for the three months ended March 31, 2021	$	28,828	$	-	$	28,828

The reconciliation of the reportable segment’s revenue to revenue from external customers for the nine months ended March 31, 2022 and 2021, is as follows:

			Revenue
			Reportable Segment			Inter-segment		From external customers
Consumer			$	50,232	$	-	$	50,232
Merchant				49,652		284		49,368
Other				1,220		-		1,220
	Total for the nine months ended March 31, 2022		$	101,104	$	284	$	100,820
Consumer			$	47,867	$	-	$	47,867
Merchant				45,623		76		45,547
Other				2,855		-		2,855
		Total for the nine months ended March 31, 2021	$	96,345	$	76	$	96,269

The Company evaluates segment performance based on segment earnings before interest, tax, depreciation and amortization (“EBITDA”), adjusted for items mentioned in the next sentence (“Segment Adjusted EBITDA”). The Company does not allocate depreciation and amortization, impairment of goodwill or other intangible assets, certain lease charges (“Lease adjustments”), non-recurring items (including gains or losses on disposal of investments, fair value adjustments to equity securities, fair value adjustments to currency options), interest income, interest expense, income tax expense or loss from equity-accounted investments to its reportable segments. The Lease adjustments reflects lease charge excluded from the calculation of Segment Adjusted EBITDA and are therefore reported as a reconciling item to reconcile the reportable segments Segment Adjusted EBITDA to the Company’s loss before income tax expense.

17.Operating segments (continued)

Operating segments (continued)

The reconciliation of the reportable segments measures of profit or loss to income before income taxes for the three and nine months ended March 31, 2022 and 2021, is as follows:

				Three months ended				Nine months ended
				March 31,				March 31,
			2022		2021		2022		2021
Reportable segments measure of profit or loss			$	(5,508)	$	(10,652)	$	(16,567)	$	(25,209)
	Operating loss: Corporate/Eliminations			(2,560)		(1,404)		(8,775)		(8,943)
	Lease adjustments			(890)		(1,104)		(2,647)		(2,991)
	Depreciation and amortization			(463)		(1,132)		(2,084)		(3,129)
	Change in fair value of equity securities			-		10,814		-		25,942
	Gain related to fair value adjustment to currency options			6,120		-		3,691		-
	Gain on disposal of equity securities			720		-		720		-
	Loss on disposal of equity-accounted investment - Bank Frick			-		(472)		-		(472)
	Loss on disposal of equity-accounted investment			(346)		-		(346)		(13)
	Interest income			761		606		1,463		1,934
	Interest expense			(691)		(744)		(2,272)		(2,168)
		Loss before income taxes	$	(2,857)	$	(4,088)	$	(26,817)	$	(15,049)

17.Operating segments (continued)

Operating segments (continued)

The following tables summarize supplemental segment information for the three and nine months ended March 31, 2022 and 2021:

						Three months ended				Nine months ended
						March 31,				March 31,
						2022		2021		2022		2021
Revenues
	Consumer					$	16,429	$	16,236	$	50,232	$	47,867
	Merchant						18,478		12,171		49,652		45,623
	Other						397		421		1,220		2,855
		Total					35,304		28,828		101,104		96,345
Segment Adjusted EBITDA
	Consumer(1)						(6,866)		(7,610)		(20,871)		(19,395)
	Merchant						1,271		273		3,951		4,471
	Other						87		(3,315)		353		(10,285)
		Total Segment Adjusted EBITDA					(5,508)		(10,652)		(16,567)		(25,209)
		Corporate/Eliminations					(2,560)		(1,404)		(8,775)		(8,943)
			Subtotal				(8,068)		(12,056)		(25,342)		(34,152)
				Less: Lease adjustments			890		1,104		2,647		2,991
				Less: Depreciation and amortization			463		1,132		2,084		3,129
					Total operating loss		(9,421)		(14,292)		(30,073)		(40,272)
Depreciation and amortization
	Consumer						226		798		1,377		2,275
	Merchant						207		176		613		487
	Other						13		66		43		106
		Subtotal: Operating segments					446		1,040		2,033		2,868
		Corporate/Eliminations					17		92		51		261
			Total				463		1,132		2,084		3,129
Expenditures for long-lived assets
	Consumer						713		99		1,523		3,343
	Merchant						120		550		196		581
	Other						1		-		2		23
		Subtotal: Operating segments					834		649		1,721		3,947
		Corporate/Eliminations					-		-		-		-
			Total			$	834	$	649	$	1,721	$	3,947

(1) Consumer Segment Adjusted EBITDA for the three and nine months ended March 31, 2022, includes reorganization costs of $5.9 million (refer also Note 1).

The segment information as reviewed by the chief operating decision maker does not include a measure of segment assets per segment as all of the significant assets are used in the operations of all, rather than any one, of the segments. The Company does not have dedicated assets assigned to a particular operating segment. Accordingly, it is not meaningful to attempt an arbitrary allocation and segment asset allocation is therefore not presented.

XML

Income Tax

9 Months Ended

Mar. 31, 2022

Income Tax [Abstract]

Income Tax

18.Income tax

Income tax in interim periods

For the purposes of interim financial reporting, the Company determines the appropriate income tax provision by first applying the effective tax rate expected to be applicable for the full fiscal year to ordinary income. This amount is then adjusted for the tax effect of significant unusual items, for instance, changes in tax law, valuation allowances and non-deductible transaction-related expenses that are reported separately, and have an impact on the tax charge. The cumulative effect of any change in the enacted tax rate, if and when applicable, on the opening balance of deferred tax assets and liabilities is also included in the tax charge as a discrete event in the interim period in which the enactment date occurs.

The South African corporate income tax rate is expected to reduce from 28% to 27% from July 1, 2022. The change in the income tax rate has not been enacted as of March 31, 2022, and accordingly all deferred taxes assets and liabilities related to the Company’s South African operations are still recorded using the enacted corporate income tax rate of 28%.

For the three and nine months ended March 31, 2022, the Company’s effective tax rate was impacted by the tax expense recorded by the Company’s profitable South African operations, non-deductible expenses, the on-going losses incurred by certain of the Company’s South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities.

For the three months ended March 31, 2021, the Company’s effective tax rate was impacted by the tax effect of the change in the fair value of our equity securities (refer to Note 5), which is at a lower tax rate than the South African statutory rate, the tax expense recorded by the Company’s profitable South African operations, non-deductible expenses, the on-going losses incurred by IPG and certain of the Company’s South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities.

For the nine months ended March 31, 2021, the Company’s effective tax rate was impacted by the tax effect of the change in fair value referred to above, tax expense recorded by the Company’s profitable South African operations, non-deductible expenses, the on-going losses incurred by IPG and certain of the Company’s South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities, which was partially offset by the reversal of the deferred tax liability related to one of the Company’s equity-accounted investments following its impairment.

Uncertain tax positions

The Company had no significant uncertain tax positions during the three months ended March 31, 2022, and therefore, the Company had no accrued interest related to uncertain tax positions on its balance sheet. The Company does not expect changes related to its unrecognized tax benefits will have a significant impact on its results of operations or financial position in the next 12 months.

The Company has no unrecognized tax benefits. The Company files income tax returns mainly in South Africa, Germany, Hong Kong, India, the United Kingdom, Botswana and in the U.S. federal jurisdiction. As of March 31, 2022, the Company’s South African subsidiaries are no longer subject to income tax examination by the South African Revenue Service for periods before June 30, 2017. The Company is subject to income tax in other jurisdictions outside South Africa, none of which are individually material to its financial position, statement of cash flows, or results of operations.

XML

Commitments And Contingencies

9 Months Ended

Mar. 31, 2022

Commitments And Contingencies [Abstract]

Commitments And Contingencies

19.Commitments and contingencies

Guarantees

The South African Revenue Service and certain of the Company’s customers, suppliers and other business partners have asked the Company to provide them with guarantees, including standby letters of credit, issued by a South African bank. The Company is required to procure these guarantees for these third parties to operate its business.

Nedbank has issued guarantees to these third parties amounting to ZAR 155.1 million ($10.7 million, translated at exchange rates applicable as of March 31, 2022) thereby utilizing part of the Company’s short-term facilities. The Company pays commission of between 0.4% per annum to 1.82% per annum of the face value of these guarantees and does not recover any of the commission from third parties.

19.Commitments and contingencies (continued)

Guarantees (continued)

The Company has not recognized any obligation related to these guarantees in its consolidated balance sheet as of March 31, 2022. The maximum potential amount that the Company could pay under these guarantees is ZAR 155.1 million ($10.7 million, translated at exchange rates applicable as of March 31, 2022). As discussed in Note 8, the Company has ceded and pledged certain bank accounts to Nedbank as security for these guarantees with an aggregate value of ZAR 155.1 million ($10.7 million translated at exchange rates applicable as of March 31, 2022). The guarantees have reduced the amount available under its indirect and derivative facilities in the Company’s short-term credit facility described in Note 8.

Contingencies

The Company is subject to a variety of insignificant claims and suits that arise from time to time in the ordinary course of business. Management currently believes that the resolution of these other matters, individually or in the aggregate, will not have a material adverse impact on the Company’s financial position, results of operations or cash flows.

XML

Subsequent Events

9 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

20. Subsequent events

2022 Acquisitions

April 2022 acquisition of Connect

On October 31, 2021, the Company entered into a Sale of Shares Agreement (the “Sale Agreement”) with the Sellers (as defined in the Sale Agreement), Cash Connect Management Solutions Proprietary Limited (“CCMS”), Ovobix (RF) Proprietary Limited (“Ovobix”), Luxiano 227 Proprietary Limited (“Luxiano”) and K2021477132 (South Africa) Proprietary Limited (“K2021” and together with CCMS, Ovobix and Luxiano, “Connect”). Pursuant to the Sale Agreement, and subject to its terms and conditions, the Company’s wholly-owned subsidiary, Net1 SA, agreed to acquire, and the Sellers agreed to sell, all of the outstanding equity interests and certain claims in Connect. The transaction closed on April 14, 2022. The Company has commenced the purchase price allocation related to this transaction however the process had not been completed as of the date of filing this Quarterly Report on Form 10-Q on May 10, 2022. The Company expects to include its preliminary allocation of the purchase consideration related to this acquisition in its audited financial statements to be included in its Annual Report on Form 10-K for the year ended June 30, 2022.

The total purchase consideration was ZAR 3.8 billion ($262.0 million), comprising ZAR 3.5 billion ($238.2 million) in cash and ZAR 0.4 billion ($23.9 million) in 3,185,079 shares of the Company’s common stock. The 3,185,079 shares of common stock will be issued in three tranches on each of the first, second and third anniversaries of the closing and was calculated as ZAR 350.0 million divided by the sum of $7.50 multiplied by the closing date exchange rate (as defined in the Sale Agreement) of $1:ZAR 14.65165.

The closing of the transaction was subject to customary closing conditions, including (i) approval from the competition authorities of South Africa, Namibia and Botswana, (ii) exchange control approval from the financial surveillance department of the South African Reserve Bank, and (iii) obtaining certain third-party consents. In addition, the closing of the transaction was subject to entry into definitive financing agreements by each of Net1 SA and CCMS for an aggregate of ZAR 2.35 billion in debt financing provided by Rand Merchant Bank and satisfying the conditions precedent for funding thereunder, of which ZAR 1.1 billion relates to the financing agreements described below and ZAR 1.25 billion related to finance agreements signed between CCMS and RMB. Of the ZAR1.25 billion related to CCMS, ZAR 250 million related to new debt as part of the funding of the acquisition. The definitive loan agreements became effective upon closing the transaction.

The South African competition authorities approved the transaction subject to certain public interest conditions relating to employment, increasing the spread of ownership by historically disadvantaged people (“HDPs”) and workers, and investing in supplier and enterprise development. Further to increasing the spread of ownership by HDPs, Net1 is required to establish an employee share ownership scheme (“ESOP”) within 24 months of the implementation of the Connect acquisition, that complies with certain design principles for the benefit of the workers of the merged entity to receive a shareholding in Net1 equal in value to at least 3% of the issued shares in Net1 at the date of the Connect acquisition. If within 24 months of the implementation date of the transaction, Net1generates a positive net profit for three consecutive quarters, the ESOP shall increase to 5% of the issued shares in Net1 at the date of the Connect acquisition. The final structure of the ESOP is contingent on Net1 shareholder approval and relevant regulatory and governance approvals. The ESOP had not been established as of May 10, 2022.

The Company believes that the acquisition significantly advances its vision to transform into the leading fintech platform for underserved consumers and merchants in South Africa. The combination is strategically important because it combines complementary product offerings to drive stronger unit economics, facilitates expansion of the addressable market to informal MSMEs, Connect has an attractive financial profile with strong and profitable growth, merges highly skilled teams with complementary expertise and allows the combined group to better serve the underserved in South Africa through the provision of dignified financial services to people and businesses who are underserved by the financial system.

20. Subsequent events (continued)

New borrowings – South Africa

July 2017 Facilities, as amended, comprising long-term borrowings (Facility G and Facility H) and a short-term facility (Facility E)

Long-term facilities - Facility G and Facility H

The Company, through Net1 SA, entered into a Fourth Amendment and Restatement Agreement, which includes, among other agreements, an Amended and Restated Common Terms Agreement, a Senior Facility G Agreement and a Senior Facility H Agreement (collectively, the “Loan Documents”) with RMB and Main Street 1692 (RF) Proprietary Limited (“Debt Guarantor”), a South African company incorporated for the sole purpose of holding collateral for the benefit of the Lenders and acting as debt guarantor, and certain other parties. The Loan Documents were further amended through letter agreements, which form part of the Loan Documents, in March 2022 and the disclosure in this note includes the amended terms. Net1 agreed to guarantee the obligations of Net1 SA to the Lenders. The Loan Documents became effective upon closing the transaction and the Company drew down on the facilities on April 14, 2022.

The Loan Documents contain customary covenants that require Net1 SA to maintain a specified total asset cover ratio, maintain group cash balances (as defined in the Loan Documents) above ZAR 300.0 million, and restrict the ability of Net1, Net1 SA, and certain of its subsidiaries to make certain distributions with respect to their capital stock, prepay other debt, encumber their assets, incur additional indebtedness, make investment above specified levels, engage in certain business combinations and engage in other corporate activities. The group cash balances may go below ZAR 300 million to the extent equivalent credit support is provided by the VCP Investment Fund and/ or VCP Investment Portfolios (“VCP Investors”), and such support exceeds ZAR 350 million, but such reduction below ZAR 300 million is limited by a further ZAR 80 million to ZAR 220 million.

Pursuant to the Senior Facility G Agreement, Net1 SA may borrow up to an aggregate of ZAR 768.975 million (“Facility G”) for the sole purposes of funding the acquisition of the Target Companies and paying transaction costs. Facility G is required to be repaid on the date which is 18 months after the first utilization of Facility G. Interest on Facility G is payable quarterly in arrears based on the 3-month Johannesburg Interbank Agreed Rate (“JIBAR”) in effect from time to time plus a margin of (i) 3.00% per annum for the first nine months occurring after the effective date (as defined in the Loan Documents); and then (ii) from the date after the nine month period in (i), (x) 2.50% per annum if the Facility G balance outstanding is less than or equal to ZAR 250.0 million, or (y) 3.00% per annum if the Facility G balance is between ZAR 250.0 million to ZAR 450.0 million, or (z) 3.50% per annum if the Facility G balance is greater than ZAR 450.0 million. The interest rate shall increase by a further 2.00% per annum in the event of default (as defined in the Loan Documents). Net1 SA paid a non-refundable deal origination fee of ZAR 11.25 million to the Lenders related to Facility G on closing.

Pursuant to the Senior Facility H Agreement, Net1 SA may borrow up to an aggregate of ZAR 350.0 million (“Facility H”) for the sole purposes of funding the acquisition of the Target Companies and paying transaction costs. Facility H is required to be repaid on the date which is 18 months after the first utilization of Facility H. Interest on Facility H is payable quarterly in arrears based on JIBAR in effect from time to time plus a margin of 2.00% per annum which increases by a further 2.00% per annum in the event of default (as defined in the Loan Documents). Net1 SA paid a non-refundable deal origination fee of ZAR 5.25 million to the Lenders related to Facility H on closing.

Facility G and Facility H are secured by a pledge of certain of the Company’s bank accounts, and the cession of Net1’s shareholding in certain of its subsidiaries.

The Facility H Agreement provides the Lenders with a right to discuss the capitalization of the Net1 group with its management and Value Capital Partners Proprietary Limited (“VCP”) if Net1’s market capitalization on the NASDAQ Global Select Market (based on the closing price on the NASDAQ Global Select Market) on any day falls below the USD equivalent of ZAR 3.250 billion (or such other amount agreed by the parties). VCP is required to maintain an asset cover ratio above 5.00:1.00, calculated as the total VCP investment fund net asset value (as defined in the Facility H agreement) divided by the Facility H borrowings outstanding, measured as of March, June, September and December each year (as applicable) (each a “Measurement Date”). The Lenders require Net1 SA to deliver a compliance certificate procured from VCP as of each applicable Measurement Date, which shows the computation of the asset cover ratio.

20. Subsequent events (continued)

Connect’s borrowing

The Company, through CCMS, entered into a Facilities Agreement (the “CCMS Facilities Agreement”) with RMB in January 2022. The CCMS Facilities Agreement was further amended through letter agreements, which form part of the CCMS Facilities Agreement, in March and April 2022, respectively, and the disclosure in this note includes the amended terms. The CCMS Facilities Agreement became effective upon closing the transaction.

The CCMS Facilities Agreement provides for total facilities of ZAR 1.3 billion comprising a Facility A term loan of ZAR 700 million (“Facility A Loan”), a Facility B term loan of ZAR 350 million (“Facility B Loan”), and a general banking facility of ZAR 205.0 million. The amount available under the general banking facility will reduce to ZAR 125.0 million on March 23, 2023. CCMS paid a non-refundable structuring fee of approximately ZAR 4.8 million in April 2022. Interest on the loans is payable quarterly based on JIBAR plus a margin in effect from time to time.

On April 14, 2022, the CCMS utilized the entire amount of Facility A and Facility B and approximately ZAR 211.0 million of the general banking facility to repay its existing borrowings and to settle obligations under the Sales Agreement. Principal repayments related to the Facility A Loan and the Facility B Loan are due at the end of each of the Company’s fiscal quarters. The table below presents payments due within the twelve months ended March 31, for each of the periods specified:

		Facility A Loan		Facility B Loan
		ZAR '000		ZAR '000
Total facility		ZAR	700,000	ZAR	350,000
Repayments due within the twelve months ended:
	March 31, 2023		-		(56,250)
	March 31, 2024		-		(75,000)
	March 31, 2025		-		(93,750)
	March 31, 2026		-		(118,750)
	March 31, 2027		(137,500)		(6,250)
	March 31, 2028	ZAR	(562,500)	ZAR	-

Borrowings under the CCMS Facilities Agreement are secured by a pledge by CCMS of, among other things, all of its equity shares, its entire equity interests in equity securities it owns and any claims outstanding. The CCMS Facilities Agreement contains customary covenants that require CCMS to maintain a specified debt service and interest cover and leverage ratio.

Interest on the Facility A Loan and the Facility B Loan is payable quarterly in arrears based on the Johannesburg Interbank Agreed Rate (“JIBAR”) in effect from time to time for the interest period (as defined in the CCMS Facilities Agreement) plus a margin of (i) 4.00% per annum while the leverage ratio is greater than or equal to 3.50 times; (ii) 3.75% per annum while the leverage ratio is between 2.50 times and 3.50 times, or (iii) 3.40% per annum while the leverage ratio is less than or equal to 2.50 times.

VCP Securities Purchase Agreement

On March 22, 2022, Net1 and Net1 SA entered into a Securities Purchase Agreement (the “VCP Agreement”) with Value Capital Partners Proprietary Limited (“VCP”) whereby VCP will procure that one or more funds under its management (the “Purchasing Funds”) will subscribe for, and Net1 will have the obligation to issue and sell to the Purchasing Funds, ZAR 350.0 million of common stock of Net1 if (i) an event of default occurs under Facility G or Facility H, (ii) Net1 SA fails to pay all outstanding amounts in respect of Facility H on the maturity date of such facility, or (iii) the market capitalization of Net1 on the Nasdaq Global Select Market (based on the closing price on such exchange) falls and remains below the U.S. dollar equivalent of ZAR 2.6 billion on more than one day. The VCP Agreement contains customary representations and warranties from Net1 and VCP and covenants from Net1 and Net1 SA. In connection with the VCP Agreement, Net1 SA agreed to pay VCP a commitment fee in an amount equal to ZAR 5.25 million.

Additionally, Net1, Net1 SA and VCP entered into a Step-In Rights Letter on March 22, 2022 with RMB, which provides RMB with step in rights to perform the obligations or enforce the rights of Net1 and Net1 SA under the VCP Agreement to the extent that Net1 and Net1 SA fail to do so and do not remedy such failure within two business days of notice of such failure.

Grant of shares of restricted stock to Connect employees

On April 14, 2022, the Company granted 1,250,486 shares of restricted stock to employees of Connect pursuant to the Sale Agreement. The award includes an equalization mechanism to maintain a return of $7.50 per share of restricted stock upon vesting through the issue of restricted stock units. The conversion of restricted stock units to shares cannot exceed 50% under the terms of the award. The Company has not finalized the accounting for the grant of these equity awards and expects to conclude this matter together with its purchase accounting process referenced above.

XML

Basis Of Presentation And Summary Of Significant Accounting Policies (Policy)

9 Months Ended

Mar. 31, 2022

Basis Of Presentation And Summary Of Significant Accounting Policies [Abstract]

Unaudited Interim Financial Information

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements include all majority-owned subsidiaries over which the Company exercises control and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission for Quarterly Reports on Form 10-Q and include all of the information and disclosures required for interim financial reporting. The results of operations for the three and nine months ended March 31, 2022 and 2021, are not necessarily indicative of the results for the full year. The Company believes that the disclosures are adequate to make the information presented not misleading.

These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements, accounting policies and financial notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair representation of financial results for the interim periods presented.

References to “Net1” are references solely to Net 1 UEPS Technologies, Inc. References to the “Company” refer to Net1 and its consolidated subsidiaries, collectively, unless the context otherwise requires.

Impact Of COVID-19 On The Company's Business

Impact of COVID-19 on the Company’s business

The Company’s business has been, and continues to be, impacted by government restrictions and quarantines related to COVID-19. South Africa operates with a five-level COVID-19 alert system, with Level 1 being the least restrictive and Level 5 being the most restrictive. South Africa operated at adjusted Level 1 during its most recent fiscal quarter, which had a limited impact on the Company’s businesses, and which ceased to be in operation on April 4, 2022. South Africa is subject to limited COVID-19 restrictions following the lifting of the National State of Disaster in South Africa on April 5, 2022. These restrictions are expected to have a limited impact on the Company’s business.

The broader implications of COVID-19 on the Company’s results of operations and overall financial performance continue to remain uncertain. While the Company has not incurred significant disruptions thus far from the COVID-19 outbreak, apart from the two months in April and May 2020 when loan origination was curtailed, the Company is unable to accurately predict the impact that COVID-19 will have due to numerous uncertainties, including the severity and duration of the outbreak, actions that may be taken by governmental authorities, the impact on the Company’s customers and other factors. The Company will continue to evaluate the nature and extent of the impact on its business, consolidated results of operations, and financial condition.

Reorganization Charge - Financial Services Restructuring

Reorganization charge - financial services restructuring

The Company has incurred significant losses since its contract to distribute social grants expired in September 2018. A strategic imperative for the Company is to return its South African financial services business to a breakeven position and then profitability as soon as possible. As part of a cost optimization process completed in late calendar 2021, the Company performed a review of its labor structure and determined that a number of its defined employee roles would need to be terminated due to redundancy. The Company embarked on a retrenchment process pursuant to Section 189A of the South African Labour Relations Act (“Labour Act”) on January 10, 2022. The Company incurred cash costs of approximately $6.7 million (ZAR 103.4 million) during the three and nine months ended March 31, 2022, principally consisting of severance and related payments and the payment of unutilized leave days. The Company has recorded an expense of $5.9 million in the caption reorganization costs in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022. The primary difference between the reorganization charge amount and the total cash paid relates to leave pay which was accrued in prior periods.

Impact Of Events In Russia And Ukraine

Impact of events in Russia and Ukraine

The Company does not expect its operations to be significantly impacted by events unfolding in Russia and Ukraine. The Company believes that these events may adversely impact South African gross domestic product and rates of inflation as a result of the recent increases in crude oil prices, which is likely to impact economic activity in South Africa and therefore indirectly affect the Company. It may also lead to higher input prices for certain of the goods and services the Company procures.

Recent Accounting Pronouncements Adopted

Recent accounting pronouncements adopted

In August 2018, the Financial Accounting Standards Board (“FASB”) issued guidance regarding Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement. The guidance modifies the disclosure requirements related to fair value measurement. The guidance became effective for the Company beginning July 1, 2021. The adoption of this guidance did not have a material impact on the Company’s financial statements or its footnote disclosures.

In January 2020, the FASB issued guidance regarding Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815. The guidance clarifies that an entity should consider observable transactions that require an entity to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with U.S GAAP guidance immediately before applying or upon discontinuing the equity method. The guidance also clarifies that, when determining the accounting for certain forward contracts and purchased options an entity should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. The guidance became effective for the Company beginning July 1, 2021. The adoption of this guidance did not have a material impact on the Company’s financial statements or its footnote disclosures.

Recent accounting pronouncements not yet adopted as of March 31, 2022

In June 2016, the FASB issued guidance regarding Measurement of Credit Losses on Financial Instruments. The guidance replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans, and other financial instruments, an entity is required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses, which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. This guidance is effective for the Company beginning July 1, 2023. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures, but does not expect the impact on its financial results to be material.

In November 2019, the FASB issued guidance regarding Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging(Topic 815), and Leases (Topic 842). The guidance provides a framework to stagger effective dates for future major accounting standards and amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities, including Smaller Reporting Companies. The Company is a Smaller Reporting Company. Specifically, the guidance changes some effective dates for certain new standards on the following topics in the FASB Codification, namely Derivatives and Hedging (ASC 815); Leases (ASC 842); Financial Instruments — Credit Losses (ASC 326); and Intangibles — Goodwill and Other (ASC 350). The guidance defers the adoption date of guidance regarding Measurement of Credit Losses on Financial Instruments by the Company from July 1, 2020 to July 1, 2023. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures, but does not expect the impact on its financial results to be material.

In October 2021, the FASB issued guidance which amends guidance in Business Combinations (Topic 805) regarding the recognition and measurement of contract assets and liabilities in a business combination. These items are recognized at fair value on acquisition under current guidance. The new guidance requires an acquiring entity to apply guidance in Revenue Recognition (Topic 606) to recognize and measure contract assets and contract liabilities in a business combination. This guidance is effective for the Company beginning July 1, 2022. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures, but does not expect the impact on its financial results to be material.

XML

Accounts Receivable, Net And Other Receivables And Finance Loans Receivable, Net (Tables)

9 Months Ended

Mar. 31, 2022

Accounts Receivable, Net And Other Receivables And Finance Loans Receivable, Net [Abstract]

Schedule Of Accounts Receivable, Net And Other Receivables

		March 31,		June 30,
		2022		2021
Accounts receivable, trade, net		$	10,025	$	10,493
Accounts receivable, trade, gross			10,479		10,760
Allowance for doubtful accounts receivable, end of period			454		267
	Beginning of period		267		253
	Reversed to statement of operations		(60)		(182)
	Charged to statement of operations		251		232
	Utilized		(3)		(59)
	Foreign currency adjustment		(1)		23
Current portion of amount outstanding related to sale of interest in Bank Frick			3,890		7,500
Loans provided to Carbon			-		-
Current portion of total held to maturity investments			-		-
	Investment in 7.625% of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625% notes		-		-
Other receivables			10,520		8,590
	Total accounts receivable, net and other receivables	$	24,435	$	26,583

Summary Of Contractual Maturity Of Investment

			Cost basis		Estimated fair value(1)
Due in one year or less		$	-	$	-
Due in one year through five years(2)			-		-
Due in five years through ten years			-		-
Due after ten years			-		-
	Total	$	-	$	-

(1) The estimated fair value of the Cedar Cellular note has been calculated utilizing the Company’s portion of the security provided to the Company by Cedar Cellular, namely, Cedar Cellular’s investment in Cell C.

(2) The cost basis is zero ($0.0 million).

Schedule Of Finance Loans Receivable, Net

		March 31,		June 30,
		2022		2021
Microlending finance loans receivable, net		$	22,196	$	21,142
Microlending finance loans receivable, gross			24,662		23,491
Allowance for doubtful finance loans receivable, end of period			2,466		2,349
	Beginning of period		2,349		1,858
	Reversed to statement of operations		-		(1,004)
	Charged to statement of operations		1,026		2,060
	Utilized		(873)		(967)
	Foreign currency adjustment		(36)		402
	Total finance loans receivable, net	$	22,196	$	21,142

XML

Inventory (Tables)

9 Months Ended

Mar. 31, 2022

Inventory [Abstract]

Schedule Of Inventory

	March 31,			June 30,
		2022		2021
Finished goods	$	22,104	$	22,361
	$	22,104	$	22,361

XML

Fair Value Of Financial Instruments (Tables)

9 Months Ended

Mar. 31, 2022

Fair Value Of Financial Instruments [Abstract]

Schedule Of Key Valuation Inputs Used To Measure Fair Value Of Investment In Cell C

Weighted Average Cost of Capital ("WACC"):	Between 18% and 24% over the period of the forecast
Long term growth rate:	3% (3% as of June 30, 2021)
Marketability discount:	10%
Minority discount:	15%
Net adjusted external debt - March 31, 2022:(1)	ZAR 11.7 billion ($0.8 billion), no lease liabilities included
Net adjusted external debt - June 30, 2021:(2)	ZAR 11.2 billion ($0.8 billion), no lease liabilities included

(1) translated from ZAR to U.S. dollars at exchange rates applicable as of March 31, 2022.

(2) translated from ZAR to U.S. dollars at exchange rates applicable as of June 30, 2021.

Schedule Of Impact On Carrying Value Of Cell C Investment

Sensitivity for fair value of Cell C investment		3.3% increase		2.5% decrease
WACC rate	$	-	$	432
EBITDA margin	$	548	$	-

Schedule Of Outstanding Foreign Exchange Contracts

The Company’s outstanding foreign exchange contracts as of June 30, 2021, were as follows:

Notional amount ('000)		Strike price		Fair market		Maturity
EUR	5.7	USD	1.1911	USD	1.1859	July 02, 2021

Fair Value Of Assets And Liabilities Measured On Recurring Basis

			Quoted Price in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investment in Cell C		$	-	$	-	$	-	$	-
Related to insurance business:
	Cash, cash equivalents and restricted cash (included in other long-term assets)		411		-		-		411
	Fixed maturity investments (included in cash and cash equivalents)		3,090		-		-		3,090
	Total assets at fair value	$	3,501	$	-	$	-	$	3,501

				Quoted Price in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets
Investment in Cell C			$	-	$	-	$	-	$	-
Related to insurance business
	Cash and cash equivalents (included in other long-term assets)			381		-		-		381
	Fixed maturity investments (included in cash and cash equivalents)			3,158		-		-		3,158
		Total assets at fair value	$	3,539	$	-	$	-	$	3,539

Carrying Value Of Assets And Liabilities Measured On Recurring Basis

			Carrying value
Assets
Balance as of June 30, 2021			$	-
	Foreign currency adjustment(1)			-
		Balance as of March 31, 2022	$	-

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value.

			Carrying value
Assets
Balance as of June 30, 2020			$	-
	Foreign currency adjustment(1)			-
		Balance as of March 31, 2021	$	-

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value.

XML

Equity-Accounted Investments And Other Long-Term Assets (Tables)

9 Months Ended

Mar. 31, 2022

Equity-Accounted Investments And Other Long-Term Assets [Abstract]

Ownership Percentage Of Equity-Accounted Investments

	March 31,			June 30,
	2022			2021
Finbond Group Limited (“Finbond”)		29.0	%	31.5	%
Carbon Tech Limited (“Carbon”)		25.0	%	25.0	%
SmartSwitch Namibia (Pty) Ltd (“SmartSwitch Namibia”)		50.0	%	50.0	%

Summary Of Calculation On Loss On Disposal

		Three and nine months ended March 31,
		2022
Loss on disposal of Finbond shares:
Consideration received in cash		$	819
Less: carrying value of Finbond shares sold			(591)
Less: release of foreign currency translation reserve from accumulated other comprehensive loss			(583)
Add: release of stock-based compensation charge related to equity-accounted investment			9
	Loss on sale of Finbond shares	$	(346)

Summary Of Movement In Equity-Accounted Investments

					Finbond		Other(1)		Total
Investment in equity
	Balance as of June 30, 2021				$	9,822	$	182	$	10,004
		Stock-based compensation				9		-		9
		Comprehensive loss:				(1,800)		-		(1,800)
			Other comprehensive loss			(644)		-		(644)
			Equity accounted loss			(1,156)		-		(1,156)
				Share of net loss		(1,156)		-		(1,156)
		Dividends received				-		(137)		(137)
		Disposal of Finbond shares				(591)		-		(591)
		Foreign currency adjustment(2)				(206)		(4)		(210)
	Balance as of March 31, 2022				$	7,234	$	41	$	7,275
					Equity		Loans		Total
Carrying amount as of :
		June 30, 2021			$	10,004	$	-	$	10,004
		March 31, 2022			$	7,275	$	-	$	7,275

(1) Includes Carbon and SmartSwitch Namibia.

(2) The foreign currency adjustment represents the effects of the fluctuations of the ZAR, Nigerian naira and Namibian dollar against the U.S. dollar on the carrying value.

5.Equity-accounted investments and other long-term assets (continued)

Summary Of Other Long-Term Asset

		March 31,			June 30,
			2022		2021
Total equity investments		$	76,297	$	76,297
	Investment in 15% of Cell C, at fair value (Note 4)		-		-
	Investment in 10% of MobiKwik (June 30, 2021: 12%)		76,297		76,297
	Investment in 87.5% of CPS(1)		-		-
Total held to maturity investments			-		-
	Investment in 7.625% of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625% notes(2)		-		-
Long-term portion of amount due related to sale of interest in Bank Frick(3)			-		3,890
Policy holder assets under investment contracts (Note 7)			411		381
Reinsurance assets under insurance contracts (Note 7)			1,284		1,298
	Total other long-term assets	$	77,992	$	81,866

(1) On October 16, 2020, the High Court of South Africa, Gauteng Division, Pretoria ordered that CPS be placed into liquidation.

(2) The note is included in accounts receivable, net and other receivables as of March 31, 2022 (refer to Note 2).

(3) Long-term portion of amount due related to sale of interest in Bank Frick as of June 30, 2021, represents the amount due from the purchaser in July 2022 and is included in accounts receivable, net, and other receivables as of March 31, 2022 (refer to Note 2).

Summary Of Unrealized Gain (Loss) On Investments

				Cost basis		Unrealized holding		Unrealized holding		Carrying
						gains		losses		value
Equity securities:
	Investment in MobiKwik		$	26,993	$	49,304	$	-	$	76,297
	Investment in CPS			-		-		-		-
Held to maturity:
	Investment in Cedar Cellular notes (Note 2)			-		-		-		-
		Total	$	26,993	$	49,304	$	-	$	76,297

				Cost basis		Unrealized holding		Unrealized holding		Carrying
						gains		losses		value
Equity securities:
	Investment in MobiKwik		$	26,993	$	49,304	$	-	$	76,297
	Investment in CPS			-		-		-		-
Held to maturity:
	Investment in Cedar Cellular notes			-		-		-		-
		Total	$	26,993	$	49,304	$	-	$	76,297

XML

Goodwill And Intangible Assets, Net (Tables)

9 Months Ended

Mar. 31, 2022

Goodwill And Intangible Assets, Net [Abstract]

Summary Of Movement In Carrying Value Of Goodwill

				Gross value		Accumulated impairment		Carrying value
Balance as of June 30, 2021			$	42,949	$	(13,796)	$	29,153
	Foreign currency adjustment (1)			(630)		138		(492)
		Balance as of March 31, 2022	$	42,319	$	(13,658)	$	28,661

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value.

Goodwill Allocated To Reportable Segments

			Consumer		Merchant		Other		Carrying value
Balance as of June 30, 2021			$	-	$	28,496	$	657	$	29,153
	Foreign currency adjustment (1)			-		(492)		-		(492)
		Balance as of March 31, 2022	$	-	$	28,004	$	657	$	28,661

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value.

Carrying Value And Accumulated Amortization Of Intangible Assets

		As of March 31, 2022						As of June 30, 2021
			Gross carrying value		Accumulated amortization		Net carrying value		Gross carrying value		Accumulated amortization		Net carrying value
Finite-lived intangible assets:
	Customer relationships	$	9,683	$	(9,683)	$	-	$	10,340	$	(10,340)	$	-
	Software and unpatented technology		390		(390)		-		1,726		(1,726)		-
	FTS patent		2,633		(2,633)		-		2,679		(2,679)		-
	Trademarks		1,980		(1,682)		298		2,015		(1,658)		357
	Total finite-lived intangible assets	$	14,686	$	(14,388)	$	298	$	16,760	$	(16,403)	$	357

Future Estimated Annual Amortization Expense

Fiscal 2022		$	71
Fiscal 2023			71
Fiscal 2024			70
Fiscal 2025			70
Fiscal 2026			70
	Total future estimated annual amortization expense	$	352

XML

Assets And Policyholder Liabilities Under Insurance And Investment Contracts (Tables)

9 Months Ended

Mar. 31, 2022

Assets And Policyholder Liabilities Under Insurance And Investment Contracts [Abstract]

Summary Of Movement In Reinsurance Assets And Policyholder Liabilities Under Insurance Contracts

				Reinsurance Assets(1)		Insurance contracts(2)
Balance as of June 30, 2021			$	1,298	$	(2,011)
	Increase in policy holder benefits under insurance contracts			1,612		8,158
	Claims and decrease in policyholders’ benefits under insurance contracts			(1,603)		(8,304)
	Foreign currency adjustment(3)			(23)		30
		Balance as of March 31, 2022	$	1,284	$	(2,127)

(1) Included in other long-term assets (refer to Note 5);

(2) Included in other long-term liabilities;

(3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.

Summary Of Movement In Assets And Policyholder Liabilities Under Investment Contracts

			Assets(1)		Investment contracts(2)
Balance as of June 30, 2021			$	381	$	(381)
	Increase in policy holder benefits under investment contracts			11		(11)
	Foreign currency adjustment (3)			19		6
		Balance as of March 31, 2022	$	411	$	(386)

(1) Included in other long-term assets (refer to Note 5);

(2) Included in other long-term liabilities;

(3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.

XML

Borrowings (Tables)

9 Months Ended

Mar. 31, 2022

Borrowings [Abstract]

Summary Of Short-Term Credit Facilities

						South Africa				Total
					RMB		Nedbank
Short-term facilities available as of March 31, 2022					$	96,203	$	27,937	$	124,140
	Overdraft restricted as to use for ATM funding only					96,203		17,179		113,382
	Indirect and derivative facilities					-		10,758		10,758
Interest rate (%), based on South African prime rate						7.75
Interest rate (%), based on South African prime rate less 1.15%								6.60
Movement in utilized overdraft facilities:
	Balance as of June 30, 2021					14,245		-		14,245
		Utilized				405,048		1,350		406,398
		Repaid				(371,185)		(1,323)		(372,508)
		Foreign currency adjustment(1)				(2,430)		(27)		(2,457)
			Balance as of March 31, 2022			45,678		-		45,678
				Restricted as to use for ATM funding only		45,678		-		45,678
Movement in utilized indirect and derivative facilities:
	Balance as of June 30, 2021					-		10,947		10,947
		Guarantees cancelled				-		(99)		(99)
		Foreign currency adjustment(1)				-		(189)		(189)
			Balance as of March 31, 2022(2)		$	-	$	10,659	$	10,659

(1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar.

XML

Other Payables (Tables)

9 Months Ended

Mar. 31, 2022

Other Payables [Abstract]

Schedule Of Other Payables

	March 31,			June 30,
		2022		2021
Accruals	$	7,915	$	7,501
Provisions		5,291		5,343
Other		11,950		13,288
Value-added tax payable		541		435
Payroll-related payables		1,362		884
Participating merchants' settlement obligation		128		137
	$	27,187	$	27,588

XML

Capital Structure (Tables)

9 Months Ended

Mar. 31, 2022

Capital Structure [Abstract]

Schedule Of Number Of Shares, Net Of Treasury

		March 31,	March 31,
		2022	2021
Number of shares, net of treasury:
	Statement of changes in equity	57,921,062	56,626,060
	Non-vested equity shares that have not vested as of end of period	1,248,391	294,000
Number of shares, net of treasury, excluding non-vested equity shares that have not vested		56,672,671	56,332,060

XML

Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Mar. 31, 2022

Accumulated Other Comprehensive Loss [Abstract]

Change In Accumulated Other Comprehensive (Loss) Income Per Component

			Three months ended
			March 31, 2022
				Accumulated foreign currency translation reserve		Total
Balance as of January 1, 2022			$	(157,879)	$	(157,879)
	Release of foreign currency translation reserve related to the disposal of Finbond equity securities (Note 5)			583		583
	Movement in foreign currency translation reserve			14,831		14,831
		Balance as of March 31, 2022	$	(142,465)	$	(142,465)

			Three months ended
			March 31, 2021
				Accumulated foreign currency translation reserve		Total
Balance as of January 1, 2021			$	(141,242)	$	(141,242)
	Release of foreign currency translation reserve related to disposal of Bank Frick			(2,462)		(2,462)
	Movement in foreign currency translation reserve			(2,470)		(2,470)
		Balance as of March 31, 2021	$	(146,174)	$	(146,174)

			Nine months ended
			March 31, 2022
				Accumulated foreign currency translation reserve		Total
Balance as of July 1, 2021			$	(145,721)	$	(145,721)
	Release of foreign currency translation reserve related to disposal of Finbond equity securities (Note 5)			583		583
	Movement in foreign currency translation reserve related to equity-accounted investment			(644)		(644)
	Movement in foreign currency translation reserve			3,317		3,317
		Balance as of March 31, 2022	$	(142,465)	$	(142,465)

a				Nine months ended
				March 31, 2021
					Accumulated foreign currency translation reserve		Total
	Balance as of July 1, 2020			$	(169,075)	$	(169,075)
		Release of foreign currency translation reserve related to disposal of Bank Frick			(2,462)		(2,462)
		Movement in foreign currency translation reserve related to equity-accounted investment			1,688		1,688
		Movement in foreign currency translation reserve			23,675		23,675
			Balance as of March 31, 2021	$	(146,174)	$	(146,174)

XML

Stock-Based Compensation (Tables)

9 Months Ended

Mar. 31, 2022

Stock-Based Compensation [Abstract]

Summarized Stock Option Activity

			Number of shares	Weighted average exercise price ($)	Weighted average remaining contractual term (in years)	Aggregate intrinsic value ($'000)	Weighted average grant date fair value ($)
Outstanding - June 30, 2021			1,294,832	3.93	7.68	1,624	1.45
	Granted - February 2022		137,620	4.87	10.00	235	1.71
	Exercised		(249,521)	3.05	-	470	-
	Forfeited		(188,332)	4.14			1.50
		Outstanding - March 31, 2022	994,599	4.25	6.86	1,884	1.64
Outstanding - June 30, 2020			1,331,651	5.83	7.56	-	2.01
	Granted – August 2020		150,000	3.50	3.00	166	1.11
	Granted – November 2020		560,000	3.01	10.00	691	1.23
	Exercised		(17,335)	3.07	-	35	-
	Forfeited		(466,033)	7.12			2.26
		Outstanding - March 31, 2021	1,558,283	4.24	7.80	2,860	1.59

	Number of shares	Weighted average exercise price ($)	Weighted average remaining contractual term (in years)	Aggregate intrinsic value ($’000)
Vested and expecting to vest - March 31, 2022	994,599	4.25	6.86	1,884

	Number of shares	Weighted average exercise price ($)	Weighted average remaining contractual term (in years)	Aggregate intrinsic value ($’000)
Exercisable - March 31, 2022	464,506	5.37	5.73	220

Schedule Of Range Of Assumptions Used To Value Stock Options Granted

	Nine months ended
	March 31,
	2022		2021
Expected volatility	50	%	62	%
Expected dividends	0	%	0	%
Expected life (in years)	3		3
Risk-free rate	1.61	%	0.19	%

Restricted Stock Activity

				Number of shares of restricted stock	Weighted average grant date fair value ($’000)
Non-vested – June 30, 2021				384,560	1,123
	Total granted			893,831	4,433
		Granted – July 2021		234,608	963
		Granted – August 2021		44,986	192
		Granted – November and December 2021		326,158	1,766
		Granted – December 2021		50,300	269
		Granted – February 2022		29,920	146
		Granted – March 2022		207,859	1,097
	Total granted and vested - November and December 2021			-	-
		Granted - November and December 2021		71,647	393
		Vested - November and December 2021		(71,647)	393
Forfeitures				(30,000)	(160)
		Non-vested – March 31, 2022		1,248,391	5,867
Non-vested – June 30, 2020				1,115,500	5,354
Total vested				(311,300)	(1,037)
		Vested – August 2020		(244,500)	(812)
		Vested – September 2020 - accelerated vesting		(66,800)	(225)
	Forfeitures			(510,200)	(1,766)
			Non-vested – March 31, 2021	294,000	994

Recorded Net Stock Compensation Charge

			Total charge		Allocated to cost of goods sold, IT processing, servicing and support		Allocated to selling, general and administration
Three months ended March 31, 2022
	Stock-based compensation charge		$	619	$	-	$	619
	Reversal of stock compensation charge related to stock options and restricted stock forfeited			(5)		-		(5)
		Total - three months ended March 31, 2022	$	614	$	-	$	614
Three months ended March 31, 2021
	Stock-based compensation charge		$	245	$	-	$	245
		Total - three months ended March 31, 2021	$	245	$	-	$	245

a				Total charge		Allocated to cost of goods sold, IT processing, servicing and support		Allocated to selling, general and administration
	Nine months ended March 31, 2022
		Stock-based compensation charge		$	1,751	$	-	$	1,751
		Reversal of stock compensation charge related to stock options forfeited			(40)		-		(40)
			Total - nine months ended March 31, 2022	$	1,711	$	-	$	1,711
	Nine months ended March 31, 2021
		Stock-based compensation charge		$	1,173	$	-	$	1,173
		Reversal of stock compensation charge related to stock options and restricted stock forfeited			(297)		-		(297)
			Total - nine months ended March 31, 2021	$	876	$	-	$	876

XML

(Loss) Earnings Per Share (Tables)

9 Months Ended

Mar. 31, 2022

(Loss) Earnings Per Share [Abstract]

Income From Continuing Operations And Share Data Used In Basic And Diluted Earnings Per Share Computations

			Three months ended					Nine months ended
			March 31,					March 31,
			2022			2021		2022		2021
				(in thousands except					(in thousands except
				percent and					percent and
				per share data)					per share data)
Numerator:
	Net loss attributable to Net1		$	(3,327)		$	(6,204)	$	(28,727)	$	(39,696)
	Undistributed loss			(3,327)			(6,204)		(28,727)		(39,696)
	Percent allocated to common shareholders
	(Calculation 1)			98%			99%		99%		99%
	Numerator for loss per share: basic and diluted		$	(3,262)	$		(6,172)	$	(28,299)	$	(39,300)
Denominator
	Denominator for basic (loss) earnings per share:
	weighted-average common shares outstanding			56,660			56,352		56,467		56,236
	Effect of dilutive securities:
		Stock options		-			275		-		92
		Denominator for diluted (loss) earnings per share: adjusted weighted average common shares outstanding and assuming conversion		56,660			56,627		56,467		56,328
Loss per share:
	Basic		$	(0.06)		$	(0.11)	$	(0.50)	$	(0.70)
	Diluted		$	(0.06)		$	(0.11)	$	(0.50)	$	(0.70)
(Calculation 1)
	Basic weighted-average common shares outstanding (A)			56,660			56,352		56,467		56,236
	Basic weighted-average common shares outstanding and unvested restricted shares expected to vest (B)			57,791			56,646		57,322		56,803
	Percent allocated to common shareholders
	(A) / (B)			98%			99%		99%		99%

XML

Supplemental Cash Flow Information (Tables)

9 Months Ended

Mar. 31, 2022

Supplemental Cash Flow Information [Abstract]

Schedule Of Supplemental Cash Flow Disclosures

		Three months ended				Nine months ended
		March 31,				March 31,
		2022		2021		2022		2021
Cash received from interest	$	756	$	537	$	1,444	$	1,746
Cash paid for interest	$	788	$	707	$	2,468	$	2,251
Cash paid for income taxes	$	181	$	211	$	471	$	16,382

Schedule Of Disaggregation Of Cash, Cash Equivalents And Restricted Cash

			March 31, 2022		March 31, 2021		June 30, 2021
Cash and cash equivalents		$	183,712	$	207,814	$	198,572
Restricted cash			56,336		19,016		25,193
	Cash, cash equivalents and restricted cash	$	240,048	$	226,830	$	223,765

Supplemental Cash Flow Disclosure Related To Leases

		Three months ended March 31,				Nine months ended March 31,
		2022		2021		2022		2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	902	$	1,061	$	2,665	$	2,940
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	290	$	796	$	1,308	$	2,497

XML

Revenue Recognition (Tables)

9 Months Ended

Mar. 31, 2022

Revenue Recognition [Abstract]

Revenue Disaggregated By Major Revenue Streams

			Consumer		Merchant		Other		Total
Processing fees			$	7,075	$	8,136	$	397	$	15,608
	South Africa			7,075		8,136		-		15,211
	Rest of world			-		-		397		397
Technology products				40		7,877		-		7,917
Telecom products and services				-		1,862		-		1,862
Lending revenue				5,614		-		-		5,614
Insurance revenue				2,169		-		-		2,169
Account holder fees				1,434		-		-		1,434
Other				97		501		-		598
	Total revenue, derived from the following geographic locations			16,429		18,376		397		35,202
		South Africa		16,429		18,376		-		34,805
		Rest of world	$	-	$	-	$	397	$	397

			Consumer		Merchant		Other		Total
Processing fees			$	7,179	$	6,810	$	421	$	14,410
	South Africa(1)			7,179		6,810		-		13,989
	Rest of world			-		-		421		421
Technology products				87		2,179		-		2,266
Telecom products and services				-		2,945		-		2,945
Lending revenue				5,474		-		-		5,474
Insurance revenue				1,709		-		-		1,709
Account holder fees				1,414		-		-		1,414
Other				373		237		-		610
	Total revenue, derived from the following geographic locations			16,236		12,171		421		28,828
		South Africa		16,236		12,171		-		28,407
		Rest of world	$	-	$	-	$	421	$	421

			Consumer		Merchant		Other		Total
Processing fees			$	22,535	$	24,633	$	1,220	$	48,388
	South Africa			22,535		24,633		-		47,168
	Rest of world			-		-		1,220		1,220
Technology products				252		15,851		-		16,103
Telecom products and services				-		6,169		-		6,169
Lending revenue				16,171		-		-		16,171
Insurance revenue				6,396		-		-		6,396
Account holder fees				4,255		-		-		4,255
Other				623		2,715		-		3,338
	Total revenue, derived from the following geographic locations			50,232		49,368		1,220		100,820
		South Africa		50,232		49,368		-		99,600
		Rest of world	$	-	$	-	$	1,220	$	1,220

			Consumer		Merchant		Other		Total
Processing fees			$	23,318	$	20,496	$	2,855	$	46,669
	South Africa(1)			23,318		20,496		-		43,814
	Rest of world			-		-		2,855		2,855
Technology products				158		13,723		-		13,881
Telecom products and services				-		10,515		-		10,515
Lending revenue				14,962		-		-		14,962
Insurance revenue				4,779		-		-		4,779
Account holder fees				3,870		-		-		3,870
Other				780		813		-		1,593
	Total revenue, derived from the following geographic locations			47,867		45,547		2,855		96,269
		South Africa		47,867		45,547		-		93,414
		Rest of world	$	-	$	-	$	2,855	$	2,855

XML

Leases (Tables)

9 Months Ended

Mar. 31, 2022

Leases [Abstract]

Supplemental Balance Sheet Disclosure Related To Right-of-use Assets And Operating Leases Liabilities

	March 31,		June 30,
	2022		2021
Right of use assets obtained in exchange for lease obligations:
Weighted average remaining lease term (years)		3.00		3.94
Weighted average discount rate (percent)		9.3		9.3

Maturities Of Operating Lease Liability

Maturities of operating lease liabilities
Year ended June 30,
2022 (excluding nine months to March 31, 2022)	$	917
2023		1,832
2024		861
2025		260
2026		-
Thereafter		-
Total undiscounted operating lease liabilities		3,870
Less imputed interest		293
Total operating lease liabilities, included in		3,577
Operating lease liability - current		2,232
Operating lease liability - long-term	$	1,345

XML

Operating Segments (Tables)

9 Months Ended

Mar. 31, 2022

Operating Segments [Abstract]

Reconciliation Of Reportable Segments Revenue

			Revenue
			Reportable Segment			Inter-segment		From external customers
Consumer			$	16,429	$	-	$	16,429
Merchant				18,478		102		18,376
Other				397		-		397
	Total for the three months ended March 31, 2022		$	35,304	$	102	$	35,202
Consumer			$	16,236	$	-	$	16,236
Merchant				12,171		-		12,171
Other				421		-		421
		Total for the three months ended March 31, 2021	$	28,828	$	-	$	28,828

			Revenue
			Reportable Segment			Inter-segment		From external customers
Consumer			$	50,232	$	-	$	50,232
Merchant				49,652		284		49,368
Other				1,220		-		1,220
	Total for the nine months ended March 31, 2022		$	101,104	$	284	$	100,820
Consumer			$	47,867	$	-	$	47,867
Merchant				45,623		76		45,547
Other				2,855		-		2,855
		Total for the nine months ended March 31, 2021	$	96,345	$	76	$	96,269

Reconciliation Of Reportable Segments Measure Of Profit Or Loss To Loss Before Income Tax (Benefit) Expense

				Three months ended				Nine months ended
				March 31,				March 31,
			2022		2021		2022		2021
Reportable segments measure of profit or loss			$	(5,508)	$	(10,652)	$	(16,567)	$	(25,209)
	Operating loss: Corporate/Eliminations			(2,560)		(1,404)		(8,775)		(8,943)
	Lease adjustments			(890)		(1,104)		(2,647)		(2,991)
	Depreciation and amortization			(463)		(1,132)		(2,084)		(3,129)
	Change in fair value of equity securities			-		10,814		-		25,942
	Gain related to fair value adjustment to currency options			6,120		-		3,691		-
	Gain on disposal of equity securities			720		-		720		-
	Loss on disposal of equity-accounted investment - Bank Frick			-		(472)		-		(472)
	Loss on disposal of equity-accounted investment			(346)		-		(346)		(13)
	Interest income			761		606		1,463		1,934
	Interest expense			(691)		(744)		(2,272)		(2,168)
		Loss before income taxes	$	(2,857)	$	(4,088)	$	(26,817)	$	(15,049)

Summary Of Segment Information

						Three months ended				Nine months ended
						March 31,				March 31,
						2022		2021		2022		2021
Revenues
	Consumer					$	16,429	$	16,236	$	50,232	$	47,867
	Merchant						18,478		12,171		49,652		45,623
	Other						397		421		1,220		2,855
		Total					35,304		28,828		101,104		96,345
Segment Adjusted EBITDA
	Consumer(1)						(6,866)		(7,610)		(20,871)		(19,395)
	Merchant						1,271		273		3,951		4,471
	Other						87		(3,315)		353		(10,285)
		Total Segment Adjusted EBITDA					(5,508)		(10,652)		(16,567)		(25,209)
		Corporate/Eliminations					(2,560)		(1,404)		(8,775)		(8,943)
			Subtotal				(8,068)		(12,056)		(25,342)		(34,152)
				Less: Lease adjustments			890		1,104		2,647		2,991
				Less: Depreciation and amortization			463		1,132		2,084		3,129
					Total operating loss		(9,421)		(14,292)		(30,073)		(40,272)
Depreciation and amortization
	Consumer						226		798		1,377		2,275
	Merchant						207		176		613		487
	Other						13		66		43		106
		Subtotal: Operating segments					446		1,040		2,033		2,868
		Corporate/Eliminations					17		92		51		261
			Total				463		1,132		2,084		3,129
Expenditures for long-lived assets
	Consumer						713		99		1,523		3,343
	Merchant						120		550		196		581
	Other						1		-		2		23
		Subtotal: Operating segments					834		649		1,721		3,947
		Corporate/Eliminations					-		-		-		-
			Total			$	834	$	649	$	1,721	$	3,947

(1) Consumer Segment Adjusted EBITDA for the three and nine months ended March 31, 2022, includes reorganization costs of $5.9 million (refer also Note 1).

XML

Subsequent Events (Tables)

9 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

Summary Of Payments Maturities

		Facility A Loan		Facility B Loan
		ZAR '000		ZAR '000
Total facility		ZAR	700,000	ZAR	350,000
Repayments due within the twelve months ended:
	March 31, 2023		-		(56,250)
	March 31, 2024		-		(75,000)
	March 31, 2025		-		(93,750)
	March 31, 2026		-		(118,750)
	March 31, 2027		(137,500)		(6,250)
	March 31, 2028	ZAR	(562,500)	ZAR	-

XML

Basis Of Presentation And Summary Of Significant Accounting Policies (Narrative) (Details) $ in Thousands, R in Millions	1 Months Ended	3 Months Ended			9 Months Ended
	Jul. 31, 2021 ZAR (R) Item	Mar. 31, 2022 USD ($)	Mar. 31, 2022 ZAR (R)	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2022 ZAR (R)	Mar. 31, 2021 USD ($)
Retrenchment costs		$ 6,700	R 103.4		$ 6,700	R 103.4
Restructuring Charges | $		5,852		$ 0	5,852		$ 0
South Africa [Member] | July 2021 Civil Unrest In South Africa [Member]
Number of ATMs suffered damage | Item	173
Number of branches suffered damage | Item	19
Cost estimates to repair branches and damaged ATMs and to replace completely destroyed ATMs | R	R 40.0
Proceeds from insurance settlements | R			12.6			38.6
South Africa [Member] | July 2021 Compared To June 2021 [Member] | July 2021 Civil Unrest In South Africa [Member]
Percentage decrease in ATMs transaction volume	13.00%
South Africa [Member] | August 2021 Compared To July 2021 [Member] | July 2021 Civil Unrest In South Africa [Member]
Percentage decrease in ATMs transaction volume	3.00%
South Africa [Member] | Waiver Of Customers Pay To Utilize Other Bank's ATMs For August And September 2021 [Member] | July 2021 Civil Unrest In South Africa [Member]
Lost transaction fee revenue		$ 400	R 6.0		$ 400	R 6.0

XML

Accounts Receivable, Net And Other Receivables And Finance Loans Receivable, Net (Narrative) (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Oct. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Jul. 31, 2022	Jun. 30, 2021	Jun. 30, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Proceeds from sale of equity method investments		$ 819	$ 0	$ 819	$ 0
Remaining receivable amount		24,435		24,435			$ 26,583
Accounts receivable, trade, gross		$ 10,479		$ 10,479			10,760
Cedar Cellular [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Equity ownership percentage		7.625%		7.625%
Cedar Cellular [Member] | 8.625% Notes [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Interest rate		8.625%		8.625%
Carbon Loan [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, trade, gross								$ 3,000
Allowance for doubtful loans receivable							3,000
Bank Frick [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Proceeds from sale of equity method investments	$ 7,500
Bank Frick [Member] | Forecast [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Remaining receivable amount						$ 3,900
Cedar Cellular [Member] | 8.625% Notes [Member] | Cedar Cellular [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Carrying value of investment in a note		$ 0		$ 0			$ 0

XML

Accounts Receivable, Net And Other Receivables And Finance Loans Receivable, Net (Schedule Of Accounts Receivable, Net And Other Receivables) (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2022	Jun. 30, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, trade, net	$ 10,025	$ 10,493
Accounts receivable, trade, gross	10,479	10,760
Allowance for doubtful accounts receivable, end of period	454	267
Beginning of period	267	253
Reversed to statement of operations	(60)	(182)
Charged to statement of operations	251	232
Utilized	(3)	(59)
Foreign currency adjustment	(1)	23
Other receivables	10,520	8,590
Total accounts receivable, net and other receivables	24,435	26,583
Accounts Receivable [Member] | Held To Maturity Investments[Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, trade, gross	0	0
Accounts Receivable [Member] | Investment in 7.625% of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625% notes
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, trade, gross	0	0
Bank Frick [Member] | Accounts Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan provided	3,890	7,500
Carbon [Member] | Accounts Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan provided	$ 0	$ 0
Cedar Cellular [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Equity ownership percentage	7.625%
Cedar Cellular [Member] | 8.625% Notes [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Equity ownership percentage	7.625%
Interest rate	8.625%

XML

Accounts Receivable, Net And Other Receivables And Finance Loans Receivable, Net (Summary Of Contractual Maturity Of Investment) (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Equity-Accounted Investments And Other Long-Term Assets [Abstract]
Due in one year or less, Cost basis	$ 0
Due in one year through five years, Cost basis	0
Due in five years through ten years, Cost basis	0
Due after ten years, Cost basis	0
Total, Cost basis	0
Due in one year or less, Estimated fair value	0
Due in one year through five years, Estimated fair value	0
Due in five years through ten years, Estimated fair value	0
Due after ten years, Estimated fair value	0
Total. Estimated fair value	$ 0

XML

Accounts Receivable, Net And Other Receivables And Finance Loans Receivable, Net (Schedule Of Finance Loans Receivable, Net) (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2022	Jun. 30, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total finance loans receivable, net	$ 22,196	$ 21,142
Reversed to statement of operations	(60)	(182)
Total accounts receivable, net	22,196	21,142
Microlending Finance Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total finance loans receivable, net	22,196	21,142
Receivable, gross	24,662	23,491
Allowance for doubtful finance loans receivable, end of period	2,466	2,349
Beginning of period	2,349	1,858
Reversed to statement of operations	0	(1,004)
Charged to statement of operations	1,026	2,060
Utilized	(873)	(967)
Foreign currency adjustment	$ (36)	$ 402

XML

Inventory (Narrative) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Jun. 30, 2021
Inventory [Line Items]
Finished goods	$ 22,104	$ 22,361
Airtime Inventory Subject To Sale Restrictions [Member]
Inventory [Line Items]
Finished goods	$ 15,700	$ 16,500

XML

Inventory (Schedule Of Inventory) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Jun. 30, 2021
Inventory [Abstract]
Finished goods	$ 22,104	$ 22,361
Inventory	$ 22,104	$ 22,361

XML

Fair Value Of Financial Instruments (Narrative) (Details) R in Millions		3 Months Ended				9 Months Ended
	Feb. 24, 2022 ZAR (R)	Mar. 31, 2022 USD ($) shares	Mar. 31, 2022 ZAR (R)	Dec. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($) shares	Mar. 31, 2022 ZAR (R)	Mar. 31, 2021 USD ($)	Jun. 30, 2021 USD ($)
Derivatives, Fair Value [Line Items]
Fair value measurement asset transfers into Level 3		$ 0			$ 0	$ 0		$ 0
Fair value measurement asset transfers out of Level 3		0			0	0		0
Transfers into or out of Level 3		0			0	0		0
Gain related to fair value adjustment to currency options		6,120,000		$ (2,400,000)	$ 0	3,691,000		$ 0
Generated realized gain | R	R 3.7
Net gain related to fair value adjustment to currency options | R			R 6.1				R 3.7
(Gain) Loss related to fair value adjustment to currency options		$ 2,391,000				$ (38,000)
Foreign Exchange Contracts [Member]
Derivatives, Fair Value [Line Items]
Outstanding foreign exchange contracts		0				0
Cell C [Member]
Derivatives, Fair Value [Line Items]
Investment amount owned		$ 0.0				$ 0.0			$ 0.0
Equity method investment, percentage of ownership interest		0.00%				0.00%
Cell C [Member] | Net1 SA [Member] | Class A [Member]
Derivatives, Fair Value [Line Items]
Investment shares owned | shares		75,000,000				75,000,000

XML

Fair Value Of Financial Instruments (Schedule Of Key Valuation Inputs Used To Measure Fair Value Of Investment In Cell C) (Details) - Cell C [Member] R in Billions, $ in Billions	9 Months Ended	12 Months Ended
	Mar. 31, 2022 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2022 ZAR (R)	Jun. 30, 2021 ZAR (R)
Net adjusted external debt	$ 0.8	$ 0.8	R 11.7	R 11.2
Lease liabilities included in net adjusted external debt			R 0.0	R 0.0
Weighted Average Cost of Capital (WACC) Rate [Member] | Minimum [Member]
Investment fair value measurement inputs	18.00%	18.00%
Weighted Average Cost of Capital (WACC) Rate [Member] | Maximum [Member]
Investment fair value measurement inputs	24.00%	24.00%
Long Term Growth Rate [Member]
Investment fair value measurement inputs	3.00%	3.00%
Marketability Discount [Member]
Investment fair value measurement inputs	10.00%
Minority Discount [Member]
Investment fair value measurement inputs	15.00%

XML

Fair Value Of Financial Instruments (Schedule Of Impact On Carrying Value Of Cell C Investment) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Jun. 30, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sensitivity for fair value of investment, increase (decrease) in valuation	$ 76,297	$ 76,297
3.3% Increase [Member] | Weighted Average Cost of Capital (WACC) Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sensitivity for fair value of investment, increase (decrease) in valuation	0
3.3% Increase [Member] | EBITDA Multiple [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sensitivity for fair value of investment, increase (decrease) in valuation	548
2.5% Decrease [Member] | Weighted Average Cost of Capital (WACC) Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sensitivity for fair value of investment, increase (decrease) in valuation	432
2.5% Decrease [Member] | EBITDA Multiple [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sensitivity for fair value of investment, increase (decrease) in valuation	$ 0

XML

Fair Value Of Financial Instruments (Schedule Of Outstanding Foreign Exchange Contracts) (Details) - Foreign Exchange Contract [Member] - July 02, 2021 [Member]	Jun. 30, 2021 EUR (€) $ / Unit
Derivatives, Fair Value [Line Items]
Notional amount | €	€ 5,700
Strike price	1.1911
Fair market	1.1859

XML

Fair Value Of Financial Instruments (Fair Value Of Assets And Liabilities Measured On Recurring Basis) (Details) - Recurring [Member] - USD ($)	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	$ 0	$ 0
Cash, cash equivalents and restricted cash (included in other long term assets)	411,000	381,000
Fixed maturity investments (included in cash and cash equivalents)	3,090,000	3,158,000
Total assets at fair value	3,501,000	3,539,000
Quoted Price In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	0	0
Cash, cash equivalents and restricted cash (included in other long term assets)	411,000	381,000
Fixed maturity investments (included in cash and cash equivalents)	3,090,000	3,158,000
Total assets at fair value	3,501,000	3,539,000
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	0	0
Cash, cash equivalents and restricted cash (included in other long term assets)	0	0
Fixed maturity investments (included in cash and cash equivalents)	0	0
Total assets at fair value	0	0
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment	0	0
Cash, cash equivalents and restricted cash (included in other long term assets)	0	0
Fixed maturity investments (included in cash and cash equivalents)	0	0
Total assets at fair value	$ 0	$ 0	$ 0	$ 0

XML

Fair Value Of Financial Instruments (Carrying Value Of Assets And Liabilities Measured On Recurring Basis) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Liabilities
Foreign currency adjustment	$ 152,000	$ 475,000	$ 476,000	$ (1,201,000)
Recurring [Member]
Assets
Beginning balance, Carrying value			3,539,000
Ending balance, Carrying value	3,501,000		3,501,000
Significant Unobservable Inputs (Level 3) [Member] | Recurring [Member]
Assets
Beginning balance, Carrying value			0	0
Foreign currency adjustment			0	0
Ending balance, Carrying value	$ 0	$ 0	$ 0	$ 0

XML

Equity-Accounted Investments And Other Long-Term Assets (Narrative) (Details) R / shares in Units, $ / shares in Units, R in Millions	1 Months Ended				3 Months Ended			9 Months Ended
	Oct. 31, 2021 shares	Jun. 30, 2021 USD ($) $ / shares	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Mar. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Mar. 31, 2022 ZAR (R) R / shares shares	Feb. 28, 2022 USD ($)	Feb. 10, 2021 USD ($)	Nov. 30, 2020 USD ($) $ / shares
Increase the carrying value in its investment					$ 0		$ 10,814,000	$ 0	$ 25,942,000
Change in fair value of securities (Note 4 and 5)					0		10,814,000	0	25,942,000
Equity accounted loss					$ (346,000)		0	$ (346,000)	(13,000)
Finbond [Member]
Equity-accounted investments, ownership percentage		31.47%			29.00%			29.00%		29.00%
Investment amount owned					$ 8,500,000			$ 8,500,000		R 123.7
Investment shares owned | shares					247,438,164			247,438,164		247,438,164
Number of shares issued in transaction | shares					21,382,769			21,382,769
Share price per share | R / shares										R 0.50
Equity accounted loss								$ (1,156,000)
Cedar Cellular [Member]
Equity-accounted investments, ownership percentage					7.625%			7.625%		7.625%
Cedar Cellular [Member] | 8.625% Notes [Member]
Equity-accounted investments, ownership percentage					7.625%			7.625%		7.625%
Cell C [Member]
Equity-accounted investments, ownership percentage					15.00%			15.00%		15.00%
Investment amount owned		$ 0.0			$ 0.0			$ 0.0
MobiKwik [Member]
Equity-accounted investments, ownership percentage		12.00%			10.00%			10.00%		10.00%
Investment amount owned		$ 76,300,000	$ 52,900,000	$ 42,100,000			$ 52,900,000		52,900,000			$ 42,100,000	$ 27,000,000.0
Share price per share | $ / shares		$ 245.50			$ 170.33			$ 170.33					$ 135.54
Change in fair value of securities (Note 4 and 5)		$ 23,400,000	$ 10,800,000	$ 15,100,000
Ownership interest owned, percent					10.20%			10.20%		10.20%
Equity accounted loss						$ 10,800,000			$ 25,900,000
MobiKwik [Member] | IPO [Member]
Shares issued in conversion | shares	6,215,620
MobiKwik [Member] | Convertible Preferred Stock [Member] | IPO [Member]
Compulsorily Convertible Cumulative Preference Shares | shares	310,781
Revix [Member]
Fair value of consideration received											$ 700,000
Investment amount owned					$ 0			$ 0
Equity accounted loss					$ 700,000			$ 700,000
Net1 SA [Member] | Cell C [Member] | Class A [Member]
Investment shares owned | shares					75,000,000			75,000,000		75,000,000

XML

Equity-Accounted Investments And Other Long-Term Assets (Ownership Percentage Of Equity-Accounted Investments) (Details)	Mar. 31, 2022	Jun. 30, 2021
Finbond [Member]
Schedule of Equity Method Investments [Line Items]
Equity-accounted investments, ownership percentage	29.00%	31.47%
Carbon Tech Limited ("Carbon")
Schedule of Equity Method Investments [Line Items]
Equity-accounted investments, ownership percentage	25.00%	25.00%
SmartSwitch Namibia [Member]
Schedule of Equity Method Investments [Line Items]
Equity-accounted investments, ownership percentage	50.00%	50.00%

XML

Equity-Accounted Investments And Other Long-Term Assets (Calculation Of Loss On Disposal Of Bank Frick) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Less: release of foreign currency translation reserve from accumulated other comprehensive loss	$ (583)	$ 2,462	$ (583)	$ 2,462
Bank Frick [Member]
Less: release of foreign currency translation reserve from accumulated other comprehensive loss	0	$ (2,462)	0	$ (2,462)
Finbond Group Limited [Member]
Consideration received	819		819
Less: transaction costs	(591)		(591)
Less: release of foreign currency translation reserve from accumulated other comprehensive loss	583		583
Add: release of stock-based compensation charge related to equity-accounted investment	9		9
Loss on sale of business	$ (346)		$ (346)

XML

Equity-Accounted Investments And Other Long-Term Assets (Summary Of Movement In Equity-Accounted Investments) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Schedule of Equity Method Investments [Line Items]
Balance	$ 240,267	$ 285,261	$ 275,980	$ 290,213
Equity accounted loss	(346)	0	(346)	(13)
Balance	252,980	$ 274,405	252,980	$ 274,405
Balance as of, beginning			67,371
Balance as of, ending	95,706		95,706
Nonconsolidated Investee or Group of Investees [Member]
Schedule of Equity Method Investments [Line Items]
Balance			10,004
Stock-based compensation			9
Comprehensive loss:			(1,800)
Other comprehensive loss			(644)
Equity accounted loss			(1,156)
Share of net loss			(1,156)
Dividends received			(137)
Disposal of equity-accounted investment			(591)
Foreign currency adjustment			(210)
Balance	7,275		7,275
Balance as of, beginning			0
Balance as of, ending	0		0
Finbond [Member]
Schedule of Equity Method Investments [Line Items]
Balance			9,822
Stock-based compensation			9
Comprehensive loss:			(1,800)
Other comprehensive loss			(644)
Equity accounted loss			(1,156)
Share of net loss			(1,156)
Dividends received			0
Disposal of equity-accounted investment			(591)
Foreign currency adjustment			(206)
Balance	7,234		7,234
Other [Member]
Schedule of Equity Method Investments [Line Items]
Balance			182
Stock-based compensation			0
Comprehensive loss:			0
Other comprehensive loss			0
Equity accounted loss			0
Share of net loss			0
Dividends received			(137)
Disposal of equity-accounted investment			0
Foreign currency adjustment			(4)
Balance	$ 41		$ 41

XML

Equity-Accounted Investments And Other Long-Term Assets (Carrying Amount Of Equity-Accounted Investments) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2020
Schedule of Equity Method Investments [Line Items]
As reported, beginning of period	$ 252,980	$ 240,267	$ 275,980	$ 274,405	$ 285,261	$ 290,213
Loans	95,706		67,371
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS' EQUITY	433,665		428,330
Nonconsolidated Investee or Group of Investees [Member]
Schedule of Equity Method Investments [Line Items]
As reported, beginning of period	7,275		10,004
Loans	0		0
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS' EQUITY	$ 7,275		$ 10,004

XML

Equity-Accounted Investments And Other Long-Term Assets (Summary Of Other Long-Term Asset) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Jun. 30, 2021
Schedule Of Equity And Held To Maturity Investments [Line Items]
Total equity investments	$ 76,297	$ 76,297
Long-term portion of amount due related to sale of interest in Bank Frick	0	3,890
Policy holder assets under investment contracts (Note 7)	411	381
Reinsurance assets under insurance contracts (Note 7)	1,284	1,298
Total other long-term assets	77,992	81,866
Held To Maturity Investments[Member]
Schedule Of Equity And Held To Maturity Investments [Line Items]
Total equity investments	0	0
Cell C [Member]
Schedule Of Equity And Held To Maturity Investments [Line Items]
Total equity investments	$ 0	0
Equity-accounted investments, ownership percentage	15.00%
MobiKwik [Member]
Schedule Of Equity And Held To Maturity Investments [Line Items]
Total equity investments	$ 76,297	$ 76,297
Equity-accounted investments, ownership percentage	10.00%	12.00%
CPS [Member]
Schedule Of Equity And Held To Maturity Investments [Line Items]
Total equity investments	$ 0	$ 0
Equity-accounted investments, ownership percentage	87.50%
Cedar Cellular [Member]
Schedule Of Equity And Held To Maturity Investments [Line Items]
Equity-accounted investments, ownership percentage	7.625%
Cedar Cellular [Member] | 8.625% Notes [Member]
Schedule Of Equity And Held To Maturity Investments [Line Items]
Total equity investments	$ 0	$ 0
Equity-accounted investments, ownership percentage	7.625%
Interest rate	8.625%

XML

Equity-Accounted Investments And Other Long-Term Assets (Summary Of Unrealized Gain (Loss) On Investments) (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2022	Jun. 30, 2021
Schedule Of Equity And Held To Maturity Investments [Line Items]
Cost basis	$ 26,993	$ 26,993
Unrealized holding gains	49,304	49,304
Unrealized holding losses	0	0
Carrying value	76,297	76,297
MobiKwik [Member]
Schedule Of Equity And Held To Maturity Investments [Line Items]
Cost basis	26,993	26,993
Unrealized holding gains	49,304	49,304
Unrealized holding losses	0	0
Carrying value	76,297	76,297
Cedar Cellular [Member]
Schedule Of Equity And Held To Maturity Investments [Line Items]
Cost basis	0	0
Unrealized holding gains	0	0
Unrealized holding losses	0	0
Carrying value	0	0
CPS [Member]
Schedule Of Equity And Held To Maturity Investments [Line Items]
Cost basis	0	0
Unrealized holding gains	0	0
Unrealized holding losses	0	0
Carrying value	$ 0	$ 0

XML

Goodwill And Intangible Assets, Net (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Goodwill and Intangible Assets [Line Items]
Amortization expense	$ 0.1	$ 0.1	$ 0.1	$ 0.3

XML

Goodwill And Intangible Assets, Net (Summary Of Movement In Carrying Value Of Goodwill) (Details) $ in Thousands	9 Months Ended
	Mar. 31, 2022 USD ($)
Gross value, Beginning Balance	$ 42,949
Gross value, Foreign currency adjustment	(630)
Gross value, Ending Balance	42,319
Accumulated impairment, Beginning Balance	(13,796)
Accumulated impairment, Foreign currency adjustment	138
Accumulated impairment, Ending Balance	(13,658)
Carrying value, Beginning Balance	29,153
Carrying value, Foreign currency adjustment	(492)
Carrying value, Ending Balance	$ 28,661

XML

Goodwill And Intangible Assets, Net (Goodwill Allocated To Reportable Segments) (Details) $ in Thousands	9 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill [Line Items]
Carrying value, Beginning Balance	$ 29,153
Carrying value, Foreign currency adjustment	(492)
Carrying value, Ending Balance	28,661
Consumer [Member]
Goodwill [Line Items]
Carrying value, Beginning Balance	0
Carrying value, Foreign currency adjustment	0
Carrying value, Ending Balance	0
Merchant [Member]
Goodwill [Line Items]
Carrying value, Beginning Balance	28,496
Carrying value, Foreign currency adjustment	(492)
Carrying value, Ending Balance	28,004
Other [Member]
Goodwill [Line Items]
Carrying value, Beginning Balance	657
Carrying value, Foreign currency adjustment	0
Carrying value, Ending Balance	$ 657

XML

Goodwill And Intangible Assets, Net (Carrying Value And Accumulated Amortization Of Intangible Assets) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Jun. 30, 2021
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross carrying value	$ 14,686	$ 16,760
Accumulated amortization	(14,388)	(16,403)
Total future estimated amortization expense	298	357
Total intangible assets, Net carrying value	298	357
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross carrying value	9,683	10,340
Accumulated amortization	(9,683)	(10,340)
Total future estimated amortization expense	0	0
Software And Unpatented Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross carrying value	390	1,726
Accumulated amortization	(390)	(1,726)
Total future estimated amortization expense	0	0
FTS Patent [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross carrying value	2,633	2,679
Accumulated amortization	(2,633)	(2,679)
Total future estimated amortization expense	0	0
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross carrying value	1,980	2,015
Accumulated amortization	(1,682)	(1,658)
Total future estimated amortization expense	$ 298	$ 357

XML

Goodwill And Intangible Assets, Net (Future Estimated Annual Amortization Expense) (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Goodwill And Intangible Assets, Net [Abstract]
Fiscal 2022	$ 71
Fiscal 2023	71
Fiscal 2024	70
Fiscal 2025	70
Fiscal 2026	70
Total future estimated annual amortization expense	$ 352

XML

Assets And Policyholder Liabilities Under Insurance And Investment Contracts (Summary Of Movement In Reinsurance Assets And Policyholder Liabilities Under Insurance Contracts) (Details) $ in Thousands	9 Months Ended
	Mar. 31, 2022 USD ($)
Assets And Policyholder Liabilities Under Insurance And Investment Contracts [Abstract]
Reinsurance assets, Beginning Balance	$ 1,298
Reinsurance assets, Increase in policyholder benefits under insurance contracts	1,612
Reinsurance assets, Claims and decrease in policyholders' benefits under insurance contracts	(1,603)
Reinsurance assets, Foreign currency adjustment	(23)
Reinsurance assets, Ending Balance	1,284
Insurance contracts, Beginning Balance	(2,011)
Insurance contracts, Increase in policyholder benefits under insurance contracts	8,158
Insurance contracts, Claims and decrease in policyholders' benefits under insurance contracts	(8,304)
Insurance contracts, Foreign currency adjustment	30
Insurance contracts, Ending Balance	$ (2,127)

XML

Assets And Policyholder Liabilities Under Insurance And Investment Contracts (Summary Of Movement In Assets And Policyholder Liabilities Under Investment Contracts) (Details) $ in Thousands	9 Months Ended
	Mar. 31, 2022 USD ($)
Assets And Policyholder Liabilities Under Insurance And Investment Contracts [Abstract]
Assets, Beginning Balance	$ 381
Assets, Increase in policyholder benefits under investment contracts	11
Assets, Foreign currency adjustment	19
Assets, Ending Balance	411
Investment contracts, Beginning Balance	(381)
Investment contracts, Increase in policy holder benefits under investment contracts	(11)
Investment contracts, Foreign currency adjustment	6
Investment contracts, Ending Balance	$ (386)

XML

Borrowings (Narrative) (Details) $ in Thousands, R in Millions	9 Months Ended
	Mar. 31, 2022 USD ($)	Mar. 31, 2022 ZAR (R)	Jun. 30, 2021 USD ($)	Jun. 30, 2021 ZAR (R)
Short-term Debt [Line Items]
Short-term facility available	$ 124,140
Overdraft Restricted As To Use For ATM Funding Only [Member]
Short-term Debt [Line Items]
Short-term facility available	113,382
General Banking Facility [Member]
Short-term Debt [Line Items]
Short-term facility available | R		R 205.0
Overdraft Facility [Member]
Short-term Debt [Line Items]
Amount utilized	45,678		$ 14,245
Overdraft Facility [Member] | Overdraft Restricted As To Use For ATM Funding Only [Member]
Short-term Debt [Line Items]
Amount utilized	45,678
Indirect And Derivative Facilities [Member]
Short-term Debt [Line Items]
Short-term facility available	10,758
Amount utilized	10,659		10,947
Nedbank Limited [Member] | South Africa [Member]
Short-term Debt [Line Items]
Short-term facility available	27,900	406.6
Nedbank Limited [Member] | South Africa [Member] | Overdraft Restricted As To Use For ATM Funding Only [Member]
Short-term Debt [Line Items]
Short-term facility available	17,179
Amount utilized | R		156.6		R 156.6
Nedbank Limited [Member] | South Africa [Member] | Overdraft Facility [Member]
Short-term Debt [Line Items]
Short-term facility available	17,200	R 250.0
Amount utilized	0		0
Nedbank Limited [Member] | South Africa [Member] | Overdraft Facility [Member] | Overdraft Restricted As To Use For ATM Funding Only [Member]
Short-term Debt [Line Items]
Short-term facility available	$ 27,937
Interest rate on credit facility	6.60%	6.60%
Aggregate amount of short-term borrowing	$ 10,700	R 155.1
Amount utilized	0
Nedbank Limited [Member] | South Africa [Member] | Indirect And Derivative Facilities [Member]
Short-term Debt [Line Items]
Short-term facility available	10,758	156.6
Amount utilized	10,659		10,947
Nedbank Limited [Member] | South Africa [Member] | Indirect And Derivative Facilities [Member] | Overdraft Restricted As To Use For ATM Funding Only [Member]
Short-term Debt [Line Items]
Amount utilized	10,700	155.1	10,900	R 156.6
RMB [Member] | South Africa [Member]
Short-term Debt [Line Items]
Short-term facility available	96,203
RMB [Member] | South Africa [Member] | Overdraft Restricted As To Use For ATM Funding Only [Member]
Short-term Debt [Line Items]
Short-term facility available	96,203
RMB [Member] | South Africa [Member] | Overdraft Facility [Member]
Short-term Debt [Line Items]
Amount utilized	45,678		14,245
RMB [Member] | South Africa [Member] | Overdraft Facility [Member] | Facility E [Member]
Short-term Debt [Line Items]
Short-term facility available	$ 96,200	1,400.0
RMB [Member] | South Africa [Member] | Overdraft Facility [Member] | Overdraft Restricted As To Use For ATM Funding Only [Member] | Prime Rate [Member] | Facility E [Member]
Short-term Debt [Line Items]
Debt instrument variable interest rate	7.75%
RMB [Member] | South Africa [Member] | Overdraft Facility [Member] | Letter Of Amendment [Member] | Facility E [Member]
Short-term Debt [Line Items]
Amount utilized	$ 45,700	R 700.0
RMB [Member] | South Africa [Member] | Indirect And Derivative Facilities [Member]
Short-term Debt [Line Items]
Short-term facility available	0
Amount utilized	$ 0		$ 0

XML

Borrowings (Summary Of Short-Term Credit Facilities) (Details) $ in Thousands, R in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2022 ZAR (R)	Mar. 31, 2021 USD ($)	Mar. 31, 2022 ZAR (R)
Short-term Debt [Line Items]
Short-term facility available	$ 124,140		$ 124,140
Utilized	95,048	$ 55,280	406,398		$ 261,759
Overdraft Restricted As To Use For ATM Funding Only [Member]
Short-term Debt [Line Items]
Short-term facility available	113,382		113,382
Overdraft Facility [Member]
Short-term Debt [Line Items]
Balance as of June 30, 2020			14,245
Utilized			406,398
Repaid			(372,508)
Foreign currency adjustment			(2,457)
Balance as of March 31, 2021	45,678		45,678
Overdraft Facility [Member] | Overdraft Restricted As To Use For ATM Funding Only [Member]
Short-term Debt [Line Items]
Balance as of March 31, 2021	45,678		45,678
Indirect And Derivative Facilities [Member]
Short-term Debt [Line Items]
Short-term facility available	10,758		10,758
Balance as of June 30, 2020			10,947
Guarantees cancelled			(99)
Foreign currency adjustment			(189)
Balance as of March 31, 2021	10,659		10,659
South Africa [Member] | Amended July 2017 [Member] | Overdraft Facility [Member] | Overdraft Restricted As To Use For ATM Funding Only [Member]
Short-term Debt [Line Items]
Balance as of March 31, 2021	45,678		45,678
South Africa [Member] | Nedbank Limited [Member]
Short-term Debt [Line Items]
Short-term facility available	$ 27,900		$ 27,900			R 406.6
South Africa [Member] | Nedbank Limited [Member] | Prime Rate [Member]
Short-term Debt [Line Items]
Debt instrument, interest rate	6.60%		6.60%			6.60%
Percentage used to calculate interest rate on short-term facilities	1.15%		1.15%			1.15%
South Africa [Member] | Nedbank Limited [Member] | Overdraft Restricted As To Use For ATM Funding Only [Member]
Short-term Debt [Line Items]
Short-term facility available	$ 17,179		$ 17,179
Balance as of June 30, 2020 | R				R 156.6
Balance as of March 31, 2021 | R				156.6
South Africa [Member] | Nedbank Limited [Member] | Overdraft Facility [Member]
Short-term Debt [Line Items]
Short-term facility available	17,200		17,200			R 250.0
Balance as of June 30, 2020			0
Utilized			1,350
Repaid			(1,323)
Foreign currency adjustment			(27)
Balance as of March 31, 2021	0		0
South Africa [Member] | Nedbank Limited [Member] | Overdraft Facility [Member] | Overdraft Restricted As To Use For ATM Funding Only [Member]
Short-term Debt [Line Items]
Short-term facility available	27,937		27,937
Balance as of March 31, 2021	0		0
South Africa [Member] | Nedbank Limited [Member] | Indirect And Derivative Facilities [Member]
Short-term Debt [Line Items]
Short-term facility available	10,758		10,758			R 156.6
Balance as of June 30, 2020			10,947
Guarantees cancelled			(99)
Foreign currency adjustment			(189)
Balance as of March 31, 2021	10,659		10,659
South Africa [Member] | Nedbank Limited [Member] | Indirect And Derivative Facilities [Member] | Overdraft Restricted As To Use For ATM Funding Only [Member]
Short-term Debt [Line Items]
Balance as of June 30, 2020			10,900	156.6
Balance as of March 31, 2021	10,700		10,700	R 155.1
South Africa [Member] | RMB [Member]
Short-term Debt [Line Items]
Short-term facility available	$ 96,203		$ 96,203
South Africa [Member] | RMB [Member] | Prime Rate [Member]
Short-term Debt [Line Items]
Debt instrument, interest rate	7.75%		7.75%			7.75%
South Africa [Member] | RMB [Member] | Overdraft Restricted As To Use For ATM Funding Only [Member]
Short-term Debt [Line Items]
Short-term facility available	$ 96,203		$ 96,203
South Africa [Member] | RMB [Member] | Overdraft Facility [Member]
Short-term Debt [Line Items]
Balance as of June 30, 2020			14,245
Utilized			405,048
Repaid			(371,185)
Foreign currency adjustment			(2,430)
Balance as of March 31, 2021	45,678		45,678
South Africa [Member] | RMB [Member] | Indirect And Derivative Facilities [Member]
Short-term Debt [Line Items]
Short-term facility available	0		0
Balance as of June 30, 2020			0
Guarantees cancelled			0
Foreign currency adjustment			0
Balance as of March 31, 2021	$ 0		$ 0

XML

Other Payables (Schedule Of Other Payables) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Jun. 30, 2021
Other Payables [Abstract]
Accruals	$ 7,915	$ 7,501
Provisions	5,291	5,343
Other	11,950	13,288
Value-added tax payable	541	435
Payroll-related payables	1,362	884
Participating merchants' settlement obligation	128	137
Other payables, total	$ 27,187	$ 27,588

XML

Capital Structure (Schedule Of Number Of Shares, Net Of Treasury) (Details) - shares	Mar. 31, 2022	Mar. 31, 2021
Capital Structure [Abstract]
Number of shares, net of treasury: Statement of changes in equity	57,921,062	56,626,060
Non-vested equity shares that have not vested as of end of period	1,248,391	294,000
Number of shares, net of treasury excluding non-vested equity shares that have not vested	56,672,671	56,332,060

XML

Accumulated Other Comprehensive Loss (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Bank Frick [Member]
Reclassification from accumulated other comprehensive (loss) income		$ 2.5		$ 2.5
Finbond Group Limited [Member]
Reclassification from accumulated other comprehensive (loss) income	$ 0.6		$ 0.6

XML

Accumulated Other Comprehensive Loss (Change In Accumulated Other Comprehensive (Loss) Income Per Component) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	$ (157,879)	$ (141,242)	$ (145,721)	$ (169,075)
Release of foreign currency translation reserve related to disposal (Note 5)	583	(2,462)	583	(2,462)
Movement in foreign currency translation reserve related to equity-accounted investment	0	0	(644)	1,688
Movement in foreign currency translation reserve	14,831	(2,470)	3,317	23,675
Ending Balance	(142,465)	(146,174)	(142,465)	(146,174)
Bank Frick [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Release of foreign currency translation reserve related to disposal (Note 5)	0	2,462	0	2,462
Accumulated Foreign Currency Translation Reserve [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(157,879)	(141,242)	(145,721)	(169,075)
Release of foreign currency translation reserve related to disposal (Note 5)	583	(2,462)	583	(2,462)
Movement in foreign currency translation reserve related to equity-accounted investment			(644)	1,688
Movement in foreign currency translation reserve	14,831	(2,470)	3,317	23,675
Ending Balance	$ (142,465)	$ (146,174)	$ (142,465)	$ (146,174)

XML

Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended			3 Months Ended		9 Months Ended
	Mar. 01, 2022	Jul. 01, 2021	Apr. 30, 2021	Aug. 05, 2020	Feb. 28, 2022	Dec. 31, 2021	Aug. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options awarded										137,620
Exercise price of stock options granted										$ 4.87
Forfeitures, Number of shares										188,332	466,033
Vested and expected to vest, Number of shares								994,599		994,599
Stock-based compensation charge, net								$ 614	$ 245	$ 1,711	$ 876
Deferred tax asset related to stock-based compensation								300		300		$ 100
Valuation allowance								$ 300		$ 300		$ 100
Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options awarded											560,000
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility calculation term										750 days
Exercisable stock options								0	0	376,348	337,666
Options exercise price range, lower limit								$ 3.01
Options exercise price range, upper limit								$ 11.23
Unrecognized compensation cost								$ 500		$ 500
Unrecognized compensation cost, expected recognition period, years										2 years
Stock Options [Member] | Former Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Forfeitures, Number of shares											250,034
Options exercise price range, lower limit											$ 6.20
Options exercise price range, upper limit											$ 11.23
Stock Options [Member] | Non-Employee Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options awarded				150,000
Exercise price of stock options granted				$ 3.50
Stock Options [Member] | Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options awarded								137,620	0	137,620
Forfeitures, Number of shares								94,404	10,000	188,332	205,999
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options awarded										893,831
Vested number of shares of restricted stock								0		0	311,300
Forfeitures, Number of shares										30,000	510,200
Stock-based compensation charge, net								$ 600	$ 200	$ 1,700	$ 900
Unrecognized compensation cost								$ 4,800		$ 4,800
Unrecognized compensation cost, expected recognition period, years										3 years
Period of assumed of purchased allocation										30 days
Volume-weighted average price period										30 days
Percent of top-up settled in shares of common stock										55.00%
Percent of election of executive										45.00%
Stock Issued During Period Shares Issued For Services								6,481
Monthly Fee Dividend								$ 35,000
Stock Issued During Period, Shares, New Issues								19,443
Allocated Share Based Compensation Expense								$ 100
Restricted Stock [Member] | Time-Based Vesting [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested number of shares of restricted stock											244,500
Share-based compensation accelerated vesting numbers											66,800
Restricted Stock [Member] | Former Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Forfeitures, Number of shares											375,200
Restricted Stock [Member] | Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Forfeitures, Number of shares			164,000								30,000
Restricted Stock [Member] | Executive Officer [Member] | Time-Based Vesting [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Forfeitures, Number of shares			26,800
Restricted Stock [Member] | Executive Officer [Member] | Performance And Time-Based Vesting [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Forfeitures, Number of shares			107,200
Restricted Stock [Member] | Executive Officer [Member] | Market Condition And Time-Based Vesting [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Forfeitures, Number of shares			30,000
Restricted Stock [Member] | Employees [Member] | Time-Based Vesting [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation number of stock awarded					29,920	50,300	44,986
Restricted Stock [Member] | Group Chief Executive Officer [Member] | Subject To Performance Conditions And Continued Employment Through June 30, 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance target, per share		$ 8.14
Share based compensation number of stock awarded		117,304
Restricted Stock [Member] | Group Chief Executive Officer [Member] | Subject To Time Based Vesting And Continued Service Through June 30, 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation number of stock awarded		117,304
Restricted Stock [Member] | Group Chief Executive Officer [Member] | Subject To Share Price Growth Targets [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested and expected to vest, Number of shares		58,652
Share-based compensation award vesting period		3 years
Restricted Stock [Member] | Executives [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Forfeitures, Number of shares										30,000
Restricted Stock [Member] | Executives [Member] | Matching [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options awarded										326,158
Restricted Stock [Member] | Executives [Member] | Top Up [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options awarded										71,647
Restricted Stock [Member] | Executives [Member] | Subject To Time Based Vesting And Continued Service Through June 30, 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation number of stock awarded	207,859

XML

Stock-Based Compensation (Summarized Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, Number of shares, Beginning Balance		1,294,832	1,331,651	1,331,651
Granted, Number of shares		137,620
Exercised		(249,521)	(17,335)
Forfeitures, Number of shares		(188,332)	(466,033)
Outstanding, Number of shares, Ending Balance	994,599	994,599	1,558,283	1,294,832	1,331,651
Exercisable, Number of Shares	464,506	464,506
Vested and expected to vest, Number of shares	994,599	994,599
Outstanding, Weighted average exercise price, Beginning Balance		$ 3.93	$ 5.83	$ 5.83
Granted, Weighted average exercise price		4.87
Exercised, weighted average exercise price		3.05	3.07
Forfeitures, Weighted average exercise price		4.14	7.12
Outstanding, Weighted average exercise price, Ending Balance	$ 4.25	4.25	$ 4.24	$ 3.93	$ 5.83
Exercisable, Weighted average exercise price	5.37	5.37
Vested and expected to vest, Weighted average exercise price	$ 4.25	$ 4.25
Outstanding, Weighted average remaining contractual term (in years)		6 years 10 months 9 days	7 years 9 months 18 days	7 years 8 months 4 days	7 years 6 months 21 days
Granted, Weighted average remaining contractual term (in years)		10 years
Exercisable, Weighted average remaining contractual term (in years)	5 years 8 months 23 days
Vested and expected to vest, Weighted average remaining contractual term (in years)		6 years 10 months 9 days
Vested and expecting to vest, Aggregate intrinsic value	$ 1,884	$ 1,884
Outstanding, Aggregate intrinsic value, Beginning Balance		1,624	$ 0	$ 0
Granted, Aggregate intrinsic value	235	235
Exercised, Aggregate intrinsic value		470	35,000
Exercisable, Aggregate intrinsic value	220	220
Outstanding, Aggregate intrinsic value, Ending Balance	$ 1,884	$ 1,884	$ 2,860	$ 1,624	$ 0
Outstanding, Weighted average grant date fair value, Beginning Balance		$ 1.45	$ 2.01	$ 2.01
Granted, Weighted average grant date fair value		1.71
Forfeitures, Weighted average grant date fair value		1.50	2.26
Outstanding, Weighted average grant date fair value, Ending Balance	$ 1.64	$ 1.64	$ 1.59	$ 1.45	$ 2.01
August 2020 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of shares			150,000
Granted, Weighted average exercise price			$ 3.50
Granted, Weighted average remaining contractual term (in years)			3 years
Granted, Aggregate intrinsic value			$ 166
Granted, Weighted average grant date fair value			$ 1.11
November 2020 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of shares			560,000
Granted, Weighted average exercise price			$ 3.01
Granted, Weighted average remaining contractual term (in years)			10 years
Granted, Aggregate intrinsic value			$ 691
Granted, Weighted average grant date fair value			$ 1.23

XML

Stock-Based Compensation (Range Of Assumptions Used To Value Options Granted) (Details) - Stock Options [Member]	9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	50.00%	62.00%
Expected dividends	0.00%	0.00%
Expected life (in years)	3 years	3 years
Risk-free rate	1.61%	0.19%

XML

Stock-Based Compensation (Restricted Stock Activity) (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 31, 2022	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of Shares of Restricted Stock		137,620
Forfeitures, Number of Shares of Restricted Stock		(188,332)	(466,033)
Non-vested, Number of Shares of Restricted Stock, Ending Balance	1,248,391	1,248,391	294,000
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested, Number of Shares of Restricted Stock, Beginning Balance		384,560	1,115,500
Granted, Number of Shares of Restricted Stock		893,831
Vested, Number of Shares of Restricted Stock	0	0	(311,300)
Vested-Accelerated vesting, Number of Shares of Restricted Stock			(66,800)
Forfeitures, Number of Shares of Restricted Stock		(30,000)	(510,200)
Non-vested, Number of Shares of Restricted Stock, Ending Balance	1,248,391	1,248,391	294,000
Non-vested, Weighted Average Grant Date Fair Value, Beginning Balance		$ 1,123	$ 5,354
Granted, Weighted Average Grant Date Fair Value		4,433
Vested, Weighted Average Grant Date Fair Value			(1,037)
Vested-Accelerated vesting, Weighted Average Grant Date Fair Value			(225)
Forfeitures, Weighted Average Grant Date Fair Value		(160)	(1,766)
Non-vested, Weighted Average Grant Date Fair Value, Ending Balance	$ 5,867	$ 5,867	$ 994
Restricted Stock [Member] | August 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of Shares of Restricted Stock		44,986
Granted, Weighted Average Grant Date Fair Value		$ 192
Restricted Stock [Member] | July 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of Shares of Restricted Stock		234,608
Granted, Weighted Average Grant Date Fair Value		$ 963
Restricted Stock [Member] | November And December 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of Shares of Restricted Stock		326,158
Granted, Weighted Average Grant Date Fair Value		$ 1,766
Restricted Stock [Member] | December 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of Shares of Restricted Stock		50,300
Granted, Weighted Average Grant Date Fair Value		$ 269
Restricted Stock [Member] | November And December 2021 II [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of Shares of Restricted Stock		71,647
Vested, Number of Shares of Restricted Stock		(71,647)
Granted, Weighted Average Grant Date Fair Value		$ 393
Vested, Weighted Average Grant Date Fair Value		$ 393
Restricted Stock [Member] | February 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of Shares of Restricted Stock		29,920
Granted, Weighted Average Grant Date Fair Value		$ 146
Restricted Stock [Member] | March 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Number of Shares of Restricted Stock		207,859
Granted, Weighted Average Grant Date Fair Value		$ 1,097
Restricted Stock [Member] | September 2020 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested, Number of Shares of Restricted Stock			(244,500)
Vested, Weighted Average Grant Date Fair Value			$ (812)

XML

Stock-Based Compensation (Recorded Net Stock Compensation Charge) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation charge	$ 619,000	$ 245,000	$ 1,751,000	$ 1,173,000
Reversal of stock compensation charge related to stock options and restricted stock forfeited	(5,000)		(40,000)	(297,000)
Total	614,000	245,000	1,711,000	876,000
Allocated To Selling, General And Administration [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation charge	619,000	245,000	1,751,000	1,173,000
Reversal of stock compensation charge related to stock options and restricted stock forfeited			(40,000)	(297,000)
Total	614,000	245,000	1,711,000	876,000
Allocated To Cost Of Goods Sold, IT Processing, Servicing And Support [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation charge	0	0	0	0
Reversal of stock compensation charge related to stock options and restricted stock forfeited	(5,000)		0	0
Total	$ 0	$ 0	$ 0	$ 0

XML

(Loss) Earnings Per Share (Narrative) (Details) - Stock Options [Member] - $ / shares	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Options outstanding not included in computation of diluted earnings per share	185,902		172,113
Options exercise price range, lower limit	$ 4.87	$ 6.20	$ 4.87	$ 6.20
Options exercise price range, upper limit	$ 11.23	$ 11.23	$ 11.23	$ 11.23
Price Range 1 [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Options outstanding not included in computation of diluted earnings per share	408,252		408,252
Price Range 2 [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Options outstanding not included in computation of diluted earnings per share		425,784		425,784

XML

(Loss) Earnings Per Share (Income From Continuing Operations And Share Data Used In Basic And Diluted Earnings Per Share Computations) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Net loss attributable to Net1	$ (3,327)	$ (6,204)	$ (28,727)	$ (39,696)
Undistributed loss	$ (3,327)	$ (6,204)	$ (28,727)	$ (39,696)
Percent allocated to common shareholders (Calculation 1)	98.00%	99.00%	99.00%	99.00%
Numerator loss per share: basic and diluted	$ (3,262)	$ (6,172)	$ (28,299)	$ (39,300)
Denominator for basic (loss) earnings per share: weighted-average common shares outstanding	56,660,000	56,352,000	56,467,000	56,236,000
Stock options	0	275,000	0	92,000
Denominator for diluted (loss) earnings per share: adjusted weighted average common shares outstanding and assuming conversion	56,660,000	56,627,000	56,467,000	56,328,000
Loss per share: Basic	$ (0.06)	$ (0.11)	$ (0.50)	$ (0.70)
Loss per share: Diluted	$ (0.06)	$ (0.11)	$ (0.50)	$ (0.70)
Basic weighted-average common shares outstanding (A)	56,660,000	56,352,000	56,467,000	56,236,000
Basic weighted-average common shares outstanding and unvested restricted shares expected to vest (B)	57,791	56,646	57,322	56,803

XML

Supplemental Cash Flow Information (Schedule Of Supplemental Cash Flow Disclosures) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Supplemental Cash Flow Information [Abstract]
Cash received from interest	$ 756	$ 537	$ 1,444	$ 1,746
Cash paid for interest	788	707	2,468	2,251
Cash paid for income taxes	$ 181	$ 211	$ 471	$ 16,382

XML

Supplemental Cash Flow Information (Disaggregation Of Cash, Cash Equivalents And Restricted Cash) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2020
Supplemental Cash Flow Information [Abstract]
Cash and cash equivalents	$ 183,712		$ 198,572	$ 207,814
Restricted cash	56,336		25,193	19,016
Cash, cash equivalents and restricted cash	$ 240,048	$ 240,144	$ 223,765	$ 226,830	$ 267,054	$ 232,485

XML

Supplemental Cash Flow Information (Supplemental Cash Flow Disclosure Related To Leases) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Supplemental Cash Flow Information [Abstract]
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases	$ 902	$ 1,061	$ 2,665	$ 2,940
Right-of-use assets obtained in exchange for lease obligations: Operating leases	$ 290	$ 796	$ 1,308	$ 2,497

XML

Revenue Recognition (Revenue Disaggregated By Major Revenue Streams) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 35,202	$ 28,828	$ 100,820	$ 96,269
Consumer [Member]
Disaggregation of Revenue [Line Items]
Revenues	16,429	16,236	50,232	47,867
Merchant [Member]
Disaggregation of Revenue [Line Items]
Revenues	18,376	12,171	49,368	45,547
All Others [Member]
Disaggregation of Revenue [Line Items]
Revenues	397	421	1,220	2,855
Processing Fees [Member]
Disaggregation of Revenue [Line Items]
Revenues	15,608	14,410	48,388	46,669
Processing Fees [Member] | Consumer [Member]
Disaggregation of Revenue [Line Items]
Revenues	7,075	7,179	22,535	23,318
Processing Fees [Member] | Merchant [Member]
Disaggregation of Revenue [Line Items]
Revenues	8,136	6,810	24,633	20,496
Processing Fees [Member] | All Others [Member]
Disaggregation of Revenue [Line Items]
Revenues	397	421	1,220	2,855
Telecom Products And Services [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,862	2,945	6,169	10,515
Telecom Products And Services [Member] | Consumer [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Telecom Products And Services [Member] | Merchant [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,862	2,945	6,169	10,515
Telecom Products And Services [Member] | All Others [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Account Holder Fees [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,434	1,414	4,255	3,870
Account Holder Fees [Member] | Consumer [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,434	1,414	4,255	3,870
Account Holder Fees [Member] | Merchant [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Account Holder Fees [Member] | All Others [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Lending Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenues	5,614	5,474	16,171	14,962
Lending Revenue [Member] | Consumer [Member]
Disaggregation of Revenue [Line Items]
Revenues	5,614	5,474	16,171	14,962
Lending Revenue [Member] | Merchant [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Lending Revenue [Member] | All Others [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Technology Products [Member]
Disaggregation of Revenue [Line Items]
Revenues	7,917	2,266	16,103	13,881
Technology Products [Member] | Consumer [Member]
Disaggregation of Revenue [Line Items]
Revenues	40	87	252	158
Technology Products [Member] | Merchant [Member]
Disaggregation of Revenue [Line Items]
Revenues	7,877	2,179	15,851	13,723
Technology Products [Member] | All Others [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Insurance Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenues	2,169	1,709	6,396	4,779
Insurance Revenue [Member] | Consumer [Member]
Disaggregation of Revenue [Line Items]
Revenues	2,169	1,709	6,396	4,779
Insurance Revenue [Member] | Merchant [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Insurance Revenue [Member] | All Others [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Other [Member]
Disaggregation of Revenue [Line Items]
Revenues	598	610	3,338	1,593
Other [Member] | Consumer [Member]
Disaggregation of Revenue [Line Items]
Revenues	97	373	623	780
Other [Member] | Merchant [Member]
Disaggregation of Revenue [Line Items]
Revenues	501	237	2,715	813
Other [Member] | All Others [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
South Africa [Member]
Disaggregation of Revenue [Line Items]
Revenues	34,805	28,407	99,600	93,414
South Africa [Member] | Consumer [Member]
Disaggregation of Revenue [Line Items]
Revenues	16,429	16,236	50,232	47,867
South Africa [Member] | Merchant [Member]
Disaggregation of Revenue [Line Items]
Revenues	18,376	12,171	49,368	45,547
South Africa [Member] | All Others [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
South Africa [Member] | Processing Fees [Member]
Disaggregation of Revenue [Line Items]
Revenues	15,211	13,989	47,168	43,814
South Africa [Member] | Processing Fees [Member] | Consumer [Member]
Disaggregation of Revenue [Line Items]
Revenues	7,075	7,179	22,535	23,318
South Africa [Member] | Processing Fees [Member] | Merchant [Member]
Disaggregation of Revenue [Line Items]
Revenues	8,136	6,810	24,633	20,496
South Africa [Member] | Processing Fees [Member] | All Others [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Rest Of World [Member]
Disaggregation of Revenue [Line Items]
Revenues	397	421	1,220	2,855
Rest Of World [Member] | Consumer [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Rest Of World [Member] | Merchant [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Rest Of World [Member] | All Others [Member]
Disaggregation of Revenue [Line Items]
Revenues	397	421	1,220	2,855
Rest Of World [Member] | Processing Fees [Member]
Disaggregation of Revenue [Line Items]
Revenues	397	421	1,220	2,855
Rest Of World [Member] | Processing Fees [Member] | Consumer [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Rest Of World [Member] | Processing Fees [Member] | Merchant [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Rest Of World [Member] | Processing Fees [Member] | All Others [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 397	$ 421	$ 1,220	$ 2,855

XML

Leases (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Operating lease expense	$ 0.9	$ 1.1	$ 2.7	$ 2.9
Short-term Lease [Member]
Operating lease expense	$ 1.3	$ 1.0	$ 3.9	$ 3.1
Minimum [Member]
Operating leases have a remaining lease term			1 year
Maximum [Member]
Operating leases have a remaining lease term			5 years

XML

Leases (Supplemental Balance Sheet Disclosure Related To Right-of-use Assets And Operating Leases Liabilities) (Details)	Mar. 31, 2022	Jun. 30, 2021
Leases [Abstract]
Weighted average remaining lease term (years)	3 years	3 years 11 months 8 days
Weighted average discount rate	9.30%	9.30%

XML

Leases (Maturities Of Operating Lease Liability) (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2022 (excluding nine months to March 31, 2022)	$ 917
2023	1,832
2024	861
2025	260
2026	0
Thereafter	0
Total undiscounted operating lease liabilities	3,870
Less imputed interest	293
Total operating lease liabilities, included in	3,577
Operating lease liability - current	2,232
Operating lease liability - long-term	$ 1,345

XML

Leases (Maturities Of Operating Lease Liability) (Alternate) (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Leases [Abstract]
Lessee, Operating Lease, Liability, Payments, Due	$ 3,870
Total operating lease liabilities, included in	3,577
Less imputed interest	$ 293

XML

Operating Segments (Reconciliation Of Reportable Segments Revenue) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 35,202	$ 28,828	$ 100,820	$ 96,269
Consumer [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	16,429	16,236	50,232	47,867
Merchant [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	18,376	12,171	49,368	45,547
Other [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	397	421	1,220	2,855
Reportable Segment [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	35,304	28,828	101,104	96,345
Reportable Segment [Member] | Consumer [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	16,429	16,236	50,232	47,867
Reportable Segment [Member] | Merchant [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	18,478	12,171	49,652	45,623
Reportable Segment [Member] | Other [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	397	421	1,220	2,855
Inter-Segment [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	(102)	0	(284)	(76)
Inter-Segment [Member] | Consumer [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	0	0	0	0
Inter-Segment [Member] | Merchant [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	(102)	0	(284)	(76)
Inter-Segment [Member] | Other [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 0	$ 0	$ 0	$ 0

XML

Operating Segments (Reconciliation Of Reportable Segments Measure Of Profit Or Loss To Loss Before Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating loss	$ (9,421)		$ (14,292)	$ (30,073)	$ (40,272)
Depreciation and amortization	463		1,132	2,084	3,129
Change in fair value of equity securities	0		10,814	0	25,942
Gain related to fair value adjustment to currency options	6,120	$ (2,400)	0	3,691	0
Gain on disposal of equity securities	720		0	720	0
Loss on disposal of equity-accounted investments	(346)		0	(346)	(13)
Loss on disposal of equity-accounted investment	0		(472)	0	(472)
Interest income	761		606	1,463	1,934
Interest expense	(691)		(744)	(2,272)	(2,168)
Loss before income taxes expense (benefit)	(2,857)		(4,088)	(26,817)	(15,049)
Lease Adjustments [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating loss	890		1,104	2,647	2,991
Reportable Segment [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating loss	(5,508)		(10,652)	(16,567)	(25,209)
Depreciation and amortization	446		1,040	2,033	2,868
Corporate/Eliminations [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating loss	(2,560)		(1,404)	(8,775)	(8,943)
Depreciation and amortization	$ (17)		$ (92)	$ (51)	$ (261)

XML

Operating Segments (Summary Of Segment Information) (Details) $ in Thousands, R in Millions	3 Months Ended			9 Months Ended
	Mar. 31, 2022 USD ($)	Mar. 31, 2022 ZAR (R)	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2022 ZAR (R)	Mar. 31, 2021 USD ($)
Segment Reporting Information [Line Items]
Revenues	$ 35,202		$ 28,828	$ 100,820		$ 96,269
Operating (loss) income	(9,421)		(14,292)	(30,073)		(40,272)
Depreciation and amortization	463		1,132	2,084		3,129
Expenditures for long-lived assets	834		649	1,721		3,947
Reorganization costs	6,700	R 103.4		6,700	R 103.4
Segment Adjusted EBITDA [Member]
Segment Reporting Information [Line Items]
Operating (loss) income	(8,068)		(12,056)	(25,342)		(34,152)
Lease Adjustments [Member]
Segment Reporting Information [Line Items]
Operating (loss) income	890		1,104	2,647		2,991
Reportable Segment [Member]
Segment Reporting Information [Line Items]
Revenues	35,304		28,828	101,104		96,345
Operating (loss) income	(5,508)		(10,652)	(16,567)		(25,209)
Depreciation and amortization	446		1,040	2,033		2,868
Expenditures for long-lived assets	834		649	1,721		3,947
Corporate/Eliminations [Member]
Segment Reporting Information [Line Items]
Operating (loss) income	(2,560)		(1,404)	(8,775)		(8,943)
Depreciation and amortization	(17)		(92)	(51)		(261)
Expenditures for long-lived assets	0		0	0		0
Consumer [Member]
Segment Reporting Information [Line Items]
Revenues	16,429		16,236	50,232		47,867
Consumer [Member] | Segment Adjusted EBITDA [Member]
Segment Reporting Information [Line Items]
Reorganization costs	5,900			5,900
Consumer [Member] | Reportable Segment [Member]
Segment Reporting Information [Line Items]
Revenues	16,429		16,236	50,232		47,867
Operating (loss) income	(6,866)		(7,610)	(20,871)		(19,395)
Depreciation and amortization	226		798	1,377		2,275
Expenditures for long-lived assets	713		99	1,523		3,343
Merchant [Member]
Segment Reporting Information [Line Items]
Revenues	18,376		12,171	49,368		45,547
Merchant [Member] | Reportable Segment [Member]
Segment Reporting Information [Line Items]
Revenues	18,478		12,171	49,652		45,623
Operating (loss) income	1,271		273	3,951		4,471
Depreciation and amortization	207		176	613		487
Expenditures for long-lived assets	120		550	196		581
Other [Member]
Segment Reporting Information [Line Items]
Revenues	397		421	1,220		2,855
Other [Member] | Reportable Segment [Member]
Segment Reporting Information [Line Items]
Revenues	397		421	1,220		2,855
Operating (loss) income	87		(3,315)	353		(10,285)
Depreciation and amortization	13		66	43		106
Expenditures for long-lived assets	$ 1		$ 0	$ 2		$ 23

XML

Income Tax (Narrative) (Details) - USD ($)		9 Months Ended
	Jul. 01, 2022	Mar. 31, 2022
Valuation Allowance [Line Items]
Unrecognized tax benefit		$ 0
South Africa [Member]
Valuation Allowance [Line Items]
Corporate rate		28.00%
South Africa [Member] | Scenario Forecast [Member]
Valuation Allowance [Line Items]
Corporate rate	27.00%

XML

Commitments And Contingencies (Narrative) (Details) - 3 months ended Mar. 31, 2022 - Nedbank [Member] - Guarantee [Member] R in Millions, $ in Millions	USD ($)	ZAR (R)
Guarantor Obligations [Line Items]
Guarantee amount	$ 10.7	R 155.1
Maximum payment amount under guarantee	$ 10.7	R 155.1
Minimum [Member]
Guarantor Obligations [Line Items]
Guarantees commission fee percent per annum	0.40%
Maximum [Member]
Guarantor Obligations [Line Items]
Guarantees commission fee percent per annum	1.82%

XML

Subsequent Events (Narrative) (Details) R / shares in Units, $ / shares in Units, R in Thousands, $ in Thousands				1 Months Ended		9 Months Ended
	Apr. 14, 2022 USD ($) shares	Apr. 14, 2022 ZAR (R) R / shares shares	Mar. 22, 2022 ZAR (R)	Apr. 30, 2022 ZAR (R)	Mar. 31, 2022 ZAR (R)	Mar. 31, 2022 ZAR (R)	Mar. 31, 2023 ZAR (R)	Apr. 14, 2022 $ / shares	Mar. 31, 2022 USD ($)	Mar. 31, 2022 ZAR (R)
Subsequent Event [Line Items]
Maximum borrowing capacity | $									$ 124,140
Maximum Required Total Assets For Covenants										R 300,000
Minimum Support Benchmark For Loan Covenants										350,000
Maximum Required Total Assets For Covenants Reduction Amount					R 80,000
CCMS Facilities Agreement [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity										1,300,000
CCMS Facilities Agreement [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Non-Refundable deal origination fee				R 4,800
Utilized		R 211,000
Facility A Loan [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity										700,000
Facility B Loan [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity										350,000
General Banking Facility [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity										205,000
Maximum [Member]
Subsequent Event [Line Items]
Maximum Required Total Assets For Covenants										300,000
Minimum [Member]
Subsequent Event [Line Items]
Maximum Required Total Assets For Covenants										220,000
Sale Agreement [Member] | Subsequent Event [Member] | Restricted Stock [Member]
Subsequent Event [Line Items]
Share based compensation number of stock awarded | shares	1,250,486	1,250,486
Equalization Mechanism, Return Per Share | $ / shares								$ 7.50
Maximum Conversion Rate Of Shares	50.00%	50.00%
Scenario Forecast [Member] | General Banking Facility [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity							R 125,000
Debt Scenario 1 [Member] | CCMS Facilities Agreement [Member] | JIBAR [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument variable interest rate	4.00%	4.00%
Debt Scenario 1 [Member] | Minimum [Member] | CCMS Facilities Agreement [Member] | JIBAR [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Leverage ratio	3.50%	3.50%
Debt Scenario 2 [Member] | CCMS Facilities Agreement [Member] | JIBAR [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument variable interest rate	3.75%	3.75%
Debt Scenario 2 [Member] | Maximum [Member] | CCMS Facilities Agreement [Member] | JIBAR [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Leverage ratio	3.50%	3.50%
Debt Scenario 2 [Member] | Minimum [Member] | CCMS Facilities Agreement [Member] | JIBAR [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Leverage ratio	2.50%	2.50%
Debt Scenario 3 [Member] | CCMS Facilities Agreement [Member] | JIBAR [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument variable interest rate	3.40%	3.40%
Debt Scenario 3 [Member] | Maximum [Member] | CCMS Facilities Agreement [Member] | JIBAR [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Leverage ratio	2.50%	2.50%
Connect Group [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Business combination consideration transferred amount	$ 262,000	R 3,800,000
Cash Paid	238,200	3,500,000
Shares issued in business combination	$ 23,900	R 350,000
Business acquisition number of issuable number of shares | shares	3,185,079	3,185,079
Denominator for calculation for business acquisition, per share | R / shares		R 7.50
Exchange rate		0.068
Connect Group [Member] | Maximum [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
ESOP equal to value of company issued shares, percent	5.00%	5.00%
Connect Group [Member] | Minimum [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
ESOP equal to value of company issued shares, percent	3.00%	3.00%
VCP Agreement [Member]
Subsequent Event [Line Items]
Market Capitalization, Benchmark Amount			R 2,600,000
Commitment Fee Amount			5,250
RMB [Member] | Facility G [Member]
Subsequent Event [Line Items]
Non-Refundable deal origination fee					R 11,250
RMB [Member] | Facility H [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity										350,000
Non-Refundable deal origination fee						R 5,250
Debt Instrument Term						18 months
Benchmark amount for capitalization option										R 3,250,000
Asset cover ratio									5.00	5.00
RMB [Member] | Facility H [Member] | JIBAR [Member]
Subsequent Event [Line Items]
Debt instrument variable interest rate						2.00%
Possible increase in variable basis spread						2.00%
RMB [Member] | First 9 Months [Member] | Facility G [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity										R 768,975
Debt Instrument Term						18 months
RMB [Member] | First 9 Months [Member] | Facility G [Member] | JIBAR [Member]
Subsequent Event [Line Items]
Debt instrument variable interest rate					3.00%
RMB [Member] | After 9 Months [Member] | Facility G [Member]
Subsequent Event [Line Items]
Outstanding amount										250,000
RMB [Member] | After 9 Months [Member] | Facility G [Member] | JIBAR [Member]
Subsequent Event [Line Items]
Debt instrument variable interest rate					2.50%
RMB [Member] | After 9 Months, Scenario 2 [Member] | Facility G [Member] | JIBAR [Member]
Subsequent Event [Line Items]
Debt instrument variable interest rate					3.00%
RMB [Member] | After 9 Months, Scenario 2 [Member] | Maximum [Member] | Facility G [Member]
Subsequent Event [Line Items]
Outstanding amount										450,000
RMB [Member] | After 9 Months, Scenario 2 [Member] | Minimum [Member] | Facility G [Member]
Subsequent Event [Line Items]
Outstanding amount										250,000
RMB [Member] | After 9 Months, Scenario 3 [Member] | Facility G [Member] | JIBAR [Member]
Subsequent Event [Line Items]
Debt instrument variable interest rate					3.50%
Possible increase in variable basis spread						2.00%
RMB [Member] | After 9 Months, Scenario 3 [Member] | Minimum [Member] | Facility G [Member]
Subsequent Event [Line Items]
Outstanding amount										R 450,000
RMB [Member] | Connect Group [Member] | Sale Agreement [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity		R 2,350,000
RMB [Member] | Connect Group [Member] | Sale Agreement [Member] | Financing Agreements 1 [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity		1,100,000
RMB [Member] | Connect Group [Member] | Sale Agreement [Member] | Financing Agreements CCMS-RMB [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity		1,250,000
RMB [Member] | Connect Group [Member] | Sale Agreement [Member] | CCMS New Debt [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity		R 250,000
Common Stock [Member] | VCP Agreement [Member]
Subsequent Event [Line Items]
Value Of Shares Obligated To Issue From Agreement			R 350,000

XML

Subsequent Events (Summary Of Payments Maturities) (Details) R in Thousands	Mar. 31, 2022 ZAR (R)
Facility A Loan [Member]
Subsequent Event [Line Items]
Total facility	R 700,000
March 31, 2023	0
March 31, 2024	0
March 31, 2025	0
March 31, 2026	0
March 31, 2027	(137,500)
March 31, 2028	(562,500)
Facility B Loan [Member]
Subsequent Event [Line Items]
Total facility	350,000
March 31, 2023	(56,250)
March 31, 2024	(75,000)
March 31, 2025	(93,750)
March 31, 2026	(118,750)
March 31, 2027	(6,250)
March 31, 2028	R 0