6 unchanged sentences
The regulatory approval processes may take a lengthy period of time to complete, and there can be no assurance as to the outcome of the approval processes, including the undertakings and conditions that may be required for approval, or whether the regulatory approvals will be obtained at all.
−Removed: We signed non-binding term sheets for a ZAR 2.35 billion ($154.4 million) debt package with RMB.
−Removed: The finalization of binding lending agreements may take some time to complete, and there can be no assurance as to the outcome, including abiding with the undertakings and conditions included in the non-binding term sheets.
+Added: We signed loan agreements for a ZAR 2.35 billion ($154.4 million) debt package with RMB on January 24, 2022.
+Added: The fulfilment of the various conditions precedent to these agreements may take some time to complete, and there can be no assurance as to the outcome.
Furthermore, we have agreed that if certain conditions related to our debt financing are not satisfied by their respective due dates for fulfilment for any reason, we have agreed to pay to the Connect Group sellers an amount of ZAR 50,000,000.
−Removed: As we expect to finance a significant portion of the acquisition price using the debt package we expect that we will be required to provide certain of our assets as security against the debt package.
−Removed: The final financing agreements are also expected to contain covenants that that will require us to maintain certain specified financial ratios and may place restrictions on our ability to make certain distributions from the target group, prepay other debt, encumber their assets, incur additional indebtedness, make capital expenditures above specified levels, engage in certain business combinations and engage in other corporate activities.
+Added: As we are financing a significant portion of the acquisition price using the debt package we are in the process of providing certain of our assets as security against the debt package.
+Added: The final financing agreements also contain covenants that require us to maintain certain specified financial ratios and place restrictions on our ability to make certain distributions from the target group, prepay other debt, encumber their assets, incur additional indebtedness, make capital expenditures above specified levels, engage in certain business combinations and engage in other corporate activities.
These security arrangements and covenants may reduce our operating flexibility or our ability to engage in other transactions that may be beneficial to us.
2 unchanged sentences
If any of these events 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.
−Removed: The non-binding term sheets also include a credit enhancement mechanism of ZAR 350 million ($23.0 million), which will be 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.
+Added: The loan agreements also include a credit enhancement mechanism of ZAR 350 million ($23.0 million), 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.
17 unchanged sentences
Included Herewith
−Removed: Letter of Amendment, dated August 2, 2021, among Net1 Applied Technologies South Africa Proprietary Limited and FirstRand Bank Limited (acting through its Rand Merchant Bank division), as lender, related to the amendment to the Senior Facility E Agreement
−Removed: August 2, 2021
+Added: Sale of Shares Agreement, dated October 31, 2021, by and among Net1 Applied Technologies South Africa Proprietary Limited;
+Added: Net1 UEPS Technologies, Inc.;
+Added: Old Mutual Life Assurance Company (South Africa) Limited;
+Added: Lirast (Mauritius) Company Limited;
+Added: SIG International Investment (BVI) Limited;
+Added: Aldgate International Limited;
+Added: Ivan Michael Epstein;
+Added: PFCC (BVI) Limited;
+Added: PCF Investments (BVI) Limited;
+Added: Ovobix (RF) Proprietary Limited;
+Added: Luxanio 227 Proprietary Limited;
+Added: Vista Capital Investments Proprietary Limited;
+Added: Vista Treasury Proprietary Limited;
+Added: K2021477132 (South Africa) Proprietary Limited;
+Added: and Cash Connect Management Solutions Proprietary Limited.
+Added: November 2, 2021
+Added: Contract of Employment, dated as of December 9, 2021, between Net1 Applied Technologies South Africa (Pty) Ltd and Naeem Kola
+Added: December 10, 2021
+Added: Restrictive Covenants Agreement, dated as of December 9, 2021, between Net1 Applied Technologies South Africa (Pty) Ltd and Naeem Kola
+Added: December 10, 2021
+Added: Employment Agreement, dated as of December 9, 2021, between Net 1 UEPS Technologies, Inc.
+Added: and Naeem Kola
+Added: December 10, 2021
+Added: Restrictive Covenants Agreement, dated as of December 9, 2021, between Net 1 UEPS Technologies, Inc.
+Added: and Naeem Kola
+Added: December 10, 2021
+Added: Addendum to Contract of Employment, dated as of December 9, 2021, between Net1 Applied Technologies South Africa (Pty) Ltd and Alex M.R.
+Added: December 10, 2021
+Added: Amendment to Employment Agreement, dated as of December 9, 2021, between Net 1 UEPS Technologies, Inc.
+Added: and Alex M.R.
+Added: December 10, 2021
+Added: First Amendment to Restrictive Covenant Agreements, dated as of December 9, 2021
+Added: December 10, 2021
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act
7 unchanged sentences
XBRL Taxonomy Extension Presentation Linkbase
−Removed: 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 November 8, 2021.
+Added: Cover page formatted as Inline XBRL and contained in Exhibit 101
+Added: 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 February 9, 2022.
NET 1 UEPS TECHNOLOGIES, INC.
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.