| Fri 29 Aug 2008, 14:05 | | GEN - Net 1 UEPS Technologies Inc - Intention to |
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JSE
GEN
GEN - Net 1 UEPS Technologies, Inc - Intention to apply for an inward listing on
the JSE
NET 1 UEPS TECHNOLOGIES, INC
Registered in the state of Florida, USA
(IRS Employer identification no 98-0171860)
NASDAQ share code: UEPS
("Net1" or "the company")
INTENTION TO APPLY FOR AN INWARD LISTING ON THE JSE
1. BACKGROUND AND NATURE OF BUSINESS
Net1 was incorporated in Florida, USA, in May 1997, and in June 2004, through a
newly formed South African registered subsidiary, Net1 Applied Technologies
South Africa Limited ("New Aplitec"), Net1 acquired substantially all of the
assets and liabilities of Net1 Applied Technology Holdings Limited ("Aplitec"),
a company incorporated in South Africa which, at that time, was listed on the
JSE Limited ("JSE"). As part of this transaction, Aplitec`s shareholders were
permitted to reinvest their sale proceeds in Net1, but under South African
exchange control regulations, shareholders of Aplitec were not permitted to hold
Net1 shares directly. Therefore, in order to comply with these regulations,
these reinvesting shareholders received, through an interest in the New Aplitec
Participation Trust, linked units in New Aplitec consisting of New Aplitec B
class loans and New Aplitec B class preference shares, which linked units are
convertible into Net1 common stock on the occurrence of a "trigger event" as
contemplated in the terms of the New Aplitec Participation Trust The New
Aplitec A class loans and A class shares are held by Net1.
The listing of Aplitec on the JSE was terminated subsequent to this transaction.
Following the acquisition by Net1 of the business of Aplitec the common stock in
the issued share capital of Net1 was listed on Nasdaq. This listing took effect
from the commencement of business on August 3, 2005. Net1 will retain its
primary listing on Nasdaq.
Net1 provides a universal electronic payment system, the UEPS, as an alternative
payment system for the unbanked and under-banked populations of developing
economies. Net1 believes that it is the first company worldwide to implement a
system that can enable the estimated four billion people who generally have
limited or no access to a bank account to enter affordably into electronic
transactions with each other, government agencies, employers, merchants and
other financial service providers. To accomplish this, the Company has developed
and deployed the UEPS. This system uses secure smart cards that operate in real-
time but offline, unlike traditional payment systems offered by major banking
institutions that require immediate access through a communications network to a
centralized computer. This offline capability means that users of the Company`s
system can enter into transactions at any time with other card holders in even
the most remote areas so long as a smart card reader, which is often portable
and offline, is available. In addition to payments and purchases, the Company`s
system can be used for banking, health care management, international money
transfers, voting and identification purposes
2. INTENTION TO LIST NET1 ON THE JSE
The directors of Net1 have resolved to apply for the inward listing of Net1 on
the JSE following further reforms to the Exchange Control regulations announced
by the Minister of Finance in the 2008 budget. Such a listing could provide
various strategic benefits to the Net1 group, the major operations of which are
based in South Africa and a number of other African countries.
The main purposes of the listing on the JSE are to:
- Enhance South African investors` awareness of Net1, thereby enlarging
Net1`s potential investor base and increasing trade in its share;
- Provide Net1 with an additional source from which capital to facilitate
growth can be obtained; and
- Facilitate direct investment in Net1 by South African residents.
The Exchange Control Department of the South African Reserve Bank ("SARB") has
given its approval to Net1 being inward listed on the JSE, and has confirmed its
classification as an "African Company" for purposes of the exchange control
regulations.
3. IMPLICATIONS FOR THE SOUTH AFRICAN HOLDERS OF B CLASS PREFERENCE SHARES IN
THE SHARE CAPITAL OF NEW APLITEC
SARB has confirmed that the inward listing will be recognised as a "trigger
event" in terms of the rights attaching to the New Aplitec B Class shares issued
by New Aplitec.
Consequent upon the occurrence of the "trigger event" as contemplated in terms
of the New Aplitec Participation Trust, the linked units, comprising B class
loans and B class preference shares in the capital of New Aplitec, held by the
beneficiaries of the New Aplitec Participation Trust, will be converted into
common stock of Net1, issued on the South African register of Net1 to be
established, inter alia, for that purpose.
The New Aplitec Participation Trust will thereafter be wound up.
4. FURTHER ANNOUNCEMENTS
A further announcement will be made in due course, giving investors details of
the proposed listing and the applicable dates.
Johannesburg
29 August 2008
Adviser and Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Co-adviser
Morgan Stanley South Africa (Proprietary) Limited
Legal adviser in South Africa
Cliffe Dekker Inc.
Legal adviser in the United States
DLA Piper
Reporting accountants and auditors
Deloitte & Touche (South Africa)
Date: 29/08/2008 14:05:01 Produced by the JSE SENS Department.
