false 2024-12-10 0001041514 Lesaka Technologies, Inc. 0001041514 2024-12-10 2024-12-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 10, 2024

LESAKA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Florida 000-31203 98-0171860
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

President Place, 4th Floor, Cnr.
Jan Smuts Avenue and Bolton Road
 Rosebank, Johannesburg, South Africa
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: 011-27-11-343-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbols   Name of each exchange on which registered
Common Shares   LSAK   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

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. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

As previously reported, on September 30, 2024, Lesaka Technologies, Inc. ("Lesaka"), through Lesaka Technologies Proprietary Limited ("Lesaka SA"), entered into an Facility Letter (the "F2024 Facility Letter") with FirstRand Bank Limited (acting through its Rand Merchant Bank division) ("RMB") to provided Lesaka SA a ZAR 665.0 million funding facility (the "Facility").

On December 9, 2024, the USD/ZAR exchange rate was $1: ZAR 17.88.

On December 10, 2024, Lesaka SA and RMB entered into a First Addendum to the Facility Letter (the "F2024 Addendum Letter"). The F2024 Addendum Letter provides Lesaka SA with an additional ZAR 250.0 million general banking facility ("GBF Facility") which may be used for general corporate purposes. The F2024 Addendum Letter also extends the repayment date for the Facility from December 13, 2024 to February 28, 2025.

Interest on the GBF Facility is calculated as the South Africa Prime Rate + 1.80%. The South Africa Prime Rate is currently 11.25%. The GBF Facility is unsecured and available through February 28, 2025.

The foregoing descriptions of the F2024 Addendum Letter contained herein does not purport to be complete and is qualified in its entirety by reference to the F2024 Addendum Letter, which is attached hereto as Exhibit 10.1.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Form 8-K is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
10.1 First Addendum to the Facility Letter dated December 10, 2024 between Lesaka Technologies (Proprietary) Limited and FirstRand Bank Limited (acting through its Rand Merchant Bank division)
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  LESAKA TECHNOLOGIES, INC.
     
Date: December 10, 2024 By: /s/ Dan L. Smith
  Name: Dan L. Smith
  Title: Group Chief Financial Officer

Exhibit 10.1

 

FIRST ADDENDUM TO FACILITY LETTER NO. CM/01/LESAKABRIDGE/2024

1. PARTIES

1.1. FIRSTRAND BANK LIMITED (Reg. No. 1929/001225/06) ("the Bank")

1.2. LESAKA TECHNOLOGIES PROPRIETARY LIMITED (Reg. No. 2002/031446/07) ("the Borrower")

2. RECORDAL

The Borrower has signed and accepted facility letter no. CM/01/LesakaBridge/2024, dated 30 September 2024 ("the Facility Letter"), the general terms and conditions relating thereto and transaction annexure(s) (if any) (collectively "the Agreement"), in terms whereof the Bank agreed to make available a temporary credit facility to the Borrower subject to the terms and conditions as set forth in the Agreement, which the Borrower and the Bank wish to amend as hereinafter set forth;

3. CONDITIONS PRECEDENT

3.1. This First Addendum will be subject to the fulfilment or waiver, as the case may be, of the Further Condition Precedent that, by no later than 13 December 2024, the Bank has received a copy of the board resolutions, in form and substance acceptable to the Bank, passed by the board of directors of the Borrower -

3.1.1 approving the entering into by the Borrower of this First Addendum; and

3.1.2 authorising a specified person or persons to execute, on behalf of the Borrower, this First Addendum, and all other agreements and documents necessary to implement the provisions of this First Addendum.

3.2. Each of the Parties will use commercially reasonable endeavours (to the extent that it is within its control) to procure the fulfilment of the Further Condition Precedent as soon as reasonably possible after the Signature Date.

3.3. The Further Condition Precedent has been inserted for the benefit of the Bank and may therefore be waived, in whole or in part, by written notice by the Bank to the Borrower.

3.4. Unless the Further Condition Precedent has been fulfilled or waived by not later than the relevant date for fulfilment thereof set out in clause 3.1 (or such later date as the Bank may notify the Borrower in writing), this First Addendum will never become of any force or effect and the status quo ante will be restored as near as may be possible and none of the Parties will have any claim against the other Parties in terms hereof or arising from the failure of the Further Condition Precedent, save for any claims arising from a breach of the provisions of clause 3.2. 

4. AMENDMENTS

The Facility Letter is hereby amended:

4.1. By the deletion of clause 1.1 in its entirety and its replacement with the following new clause 1.1:

1.1. "Short Term Direct

 Borrower: Lesaka Technologies Proprietary Limited

 Facility Amount: ZAR915,000,000

 Utilisation: General Banking Products

            Term of Facility: Subject to the fulfilment of the Conditions Precedent and the Further Condition Precedent and save if an Event of Default or a breach of any of the terms and conditions of this Facility Letter occurs, the date of fulfilment of the Conditions Precedent until 28 February 2025 ("the Final Maturity Date").

4.2. By the addition of a new clause 3.5.6 as follows:

"3.5.6 in an amount of up to ZAR250,000,000 to be used for general corporate purposes."; and

4.3. By the deletion of clause 3.6.1 in its entirety and its replacement with the following new clause 3.6.1:

"3.6.1 make the payments referred to in clauses 3.5.1 to 3.5.5 above once the Crossfin Holdings SPA has been executed by the parties thereto and the addendum to the Adumo SPA (each dated on 1 October 2024) have been executed by the Parties thereto;".             

5. COMMENCEMENT & SAVING

5.1. Subject to the fulfilment and/or waiver of the Further Condition Precedent, the amended terms and conditions of the Agreement will be applicable as at date of last signature of this First Addendum.

5.2. Save for as set out above, all other terms and conditions of the Agreement remain valid and of full force and effect.

5.3. This First Addendum may be signed in one or more counterparts, all of which together shall be considered to constitute one and the same First Addendum as at date of signature of the party last signing one of the counterparts.

 

Signed at Sandon this 10th day of December 2024

For and on behalf of:   FirstRand Bank Limited (acting through its Rand Merchant Bank division)

/s/ Wally Laurens   /s/ Gerard Jagga
Walley Laurens   Gerard Jagga
Sector Banker   Sector Head

 

 

Signed at ……….....………………............ this ………….. day of ……………………………...2024

For and on behalf of: Lesaka Technologies Proprietary Limited (Reg. No. 2002/031446/07)

Daniel Smith   Group CFO
Full name of duly authorised signatory   Capacity / Office
     
     
       /s/ Dan Smith
    Signature (who warrants his/her authority)
     
     
Paul Encarnacao   Financial Director
Full name of duly authorised signatory   Capacity / Office
     
     
     /s/ Paul Encarnacao
    Signature (who warrants his/her authority) 

 



 



 

 

v3.24.3
Document and Entity Information Document
Dec. 10, 2024
Document Information [Line Items]  
Document Type 8-K
Document Creation Date Dec. 10, 2024
Document Period End Date Dec. 10, 2024
Amendment Flag false
Entity Registrant Name Lesaka Technologies, Inc.
Entity Address, Address Line One President Place, 4th Floor, Cnr.
Entity Address, Address Line Two Jan Smuts Avenue and Bolton Road
Entity Address, City or Town Rosebank, Johannesburg
Entity Address, Country ZA
Entity Address, Postal Zip Code  
Entity Incorporation, State Country Name FL
City Area Code 11
Region code of country 27
Local Phone Number 343-2000
Entity File Number 000-31203
Entity Central Index Key 0001041514
Entity Emerging Growth Company false
Entity Tax Identification Number 98-0171860
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Shares
Trading Symbol LSAK
Security Exchange Name NASDAQ
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