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Fri 8 May 2009, 9:42 NT1 - Net 1 UEPS Technologies Inc. Announces 2009 Third Quarter Results
NT1
NT1                                                                             
NT1 - Net 1 UEPS Technologies, Inc. Announces 2009 Third Quarter Results        
Net 1 UEPS Technologies, Inc.                                                   
Registered in the state of Florida, USA                                         
(IRS Employer Identification No. 98-0171860)                                    
Nasdaq share code: UEPS                                                         
JSE share code: NT1                                                             
ISIN: US64107N2062                                                              
("Net1" or "the Company")                                                       
Net 1 UEPS Technologies, Inc. Announces 2009 Third Quarter Results              
Johannesburg, South Africa (May 7, 2009) - Net 1 UEPS Technologies, Inc.        
("Net1" or the "Company") (NasdaqGS: UEPS; JSE: NT1) today announced results    
for the three and nine months ended March 31, 2009. Revenue and net income for  
the quarter under US generally accepted accounting principles ("GAAP") were     
$55.9 million and $14.4 million, respectively, a decline of 11% and 47%,        
respectively, from the three months ended March 31, 2008. On a constant         
currency basis, revenue increased by ZAR 89.2 million, or 19%, from 2008 and    
fundamental net income increased by ZAR 16.1 million, or 9%.                    
The following factors significantly affected the comparability of our 2009      
third quarter results to last year:                                             
*  Reporting currency fluctuations: the South African rand ("ZAR"), the         
  Company`s functional currency, depreciated 34% against the US dollar          
  ("USD"), its reporting currency, based on average exchange rates during       
  the periods, which adversely affected 2009 reported revenues and net          
income;                                                                       
*  Tax comparison: 2008 results were favorably impacted by a reduction in       
  the Company`s fully-distributed tax rate which became effective during        
  the third quarter of 2008;                                                    
*  BGS acquisition seasonal impact: 2009 includes a loss from BGS, which        
  the Company did not own during 2008. BGS` operations are highly               
  seasonal, with its second and fourth quarters typically being its most        
  profitable and its first and third quarters generally the weakest.            
However, in the current financial year the majority of BGS` revenues          
  were generated during the second quarter of fiscal 2009. The Company          
  expects higher revenues during the fourth quarter of fiscal 2009              
  compared with the third quarter, however it does not expect these             
revenues to be higher than those of the second quarter of fiscal 2009;        
*  BGS intangible amortization: 2009 includes intangible asset                  
  amortization related to the BGS acquisition;                                  
*  Ghana implementation in 2008: 2008 results were favorably impacted by        
revenues the Company recorded from the implementation phase of its UEPS       
  technology in Ghana; and                                                      
*  Stock-based compensation: The Company recorded a higher stock-based          
  compensation charge in 2009 compared with the prior year.                     
Comments and Outlook                                                            
"Once again, our results show the strength of our business model and the power  
of our technology and we believe that we are better positioned than ever to     
benefit from a difficult worldwide economy," said Dr. Serge Belamant, Chairman  
and Chief Executive Officer of Net1. "We have once again completed a quarter    
on target with our expectations, and we are delighted to have signed a new      
contract with SASSA. We are now positioned to continue our expansion in the     
number of people who use our technology and in the breadth of services that we  
provide, not only on South African soil but also in numerous world markets.  I  
remain confident that we will continue to deliver sustainable growth for all    
of our stakeholders," he concluded.                                             
"We are especially pleased with the strong growth in the number of              
transactions effected using our UEPS technology as evidenced by the 30%         
revenue increase and a 43% increase in operating income in our transaction-     
based activities segment" said Herman Kotze, Chief Financial Officer of Net1.   
"We are well on track to achieve growth of a minimum of 15% in fundamental      
earnings on a constant currency basis for fiscal 2009," he concluded.           
Results                                                                         
Three months ended March 31, 2009 and 2008                                      
          GAAP     GAAP     GAAP       Funda-      Funda-      Funda-           
Q3       Q3       Variance   mental Q3   mental Q3   mental           
          2009     2008     %          2009 (1)    2008 (1)    Variance %       
Net        14,379   26,967   (47)%      18,739      23,012      (19)%           
income                                                                          
(USD`000)                                                                       
Earnings   26       47       (45)%      34          40          (15)%           
per                                                                             
share,                                                                          
basic (US                                                                       
cents)                                                                          
Revenue    55,878   63,066   (11)%      55,878      63,066      (11)%           
(USD`000)                                                                       
(1) - Fundamental net income and earnings per share is GAAP net income and      
earnings per share excluding the amortization of acquisition-related            
intangible assets, net of deferred taxes, and stock-based compensation          
charges. In addition, the loss on sale of the Company`s traditional             
microlending business and the effects of the change in the Company`s fully      
distributed tax rate from 36.89% to 35.45% during the third quarter of fiscal   
2008 are excluded in calculating fundamental net income and earnings per        
share. Attachment B presents the reconciliation between GAAP and fundamental    
net income and earnings per common share.                                       
Since the Company`s reporting currency is the USD but its functional currency   
is the ZAR, and due to the impact of currency fluctuations between the USD and  
the ZAR on the Company`s results of operations, the Company also analyzes its   
results of operations in ZAR to assist investors in understanding the changes   
in the underlying trends of its business.  The USD was significantly stronger   
against the ZAR during the three months ended March 31, 2009, as compared with  
the prior period. The impact of these changes on results of operations is       
shown under the column "Change" in the tables of key metrics included in        
Attachment A at the end of this press release.                                  
          GAAP     GAAP      GAAP      Funda-      Funda-      Funda-           
          Q3       Q3        Variance  mental Q3   mental Q3   mental           
2009     2008      %         2009(1)     2008(1)     Variance %       
Net        143,241  199,874   (28)%     186,676     170,561     9%              
income                                                                          
(ZAR`000)                                                                       
Earnings   260      350       (26)%     339         298         14%             
per                                                                             
share,                                                                          
basic                                                                           
(ZAR                                                                            
cents)                                                                          
Revenue    556,640  467,432   19%       556,640     467,432     19%             
(ZAR`000)                                                                       
(1) - Fundamental net income and earnings per share is GAAP net income and      
earnings per share excluding the amortization of acquisition-related            
intangible assets, net of deferred taxes, and stock-based compensation          
charges. In addition, the loss on sale of the Company`s traditional             
microlending business and the effects of the change in the Company`s fully      
distributed tax rate from 36.89% to 35.45% during the third quarter of fiscal   
2008 are excluded in calculating fundamental net income and earnings per        
share.                                                                          
Nine months ended March 31, 2009 and 2008                                       
          GAAP     GAAP      GAAP      Funda-      Funda-      Funda-           
          YTD      YTD       Variance  mental YTD  mental YTD  mental           
          2009     2008      %         2009 (1)    2008 (1)    Variance %       
Net        68,385   65,213    5%        61,589      65,346      (6)%            
income                                                                          
(USD`000)                                                                       
Earnings   121      114       6%        109         114         (4)%            
per                                                                             
share,                                                                          
basic (US                                                                       
cents)                                                                          
Revenue    185,201  191,825   (3)%      185,201     191,825     (3)%            
(USD`000)                                                                       
          GAAP       GAAP        GAAP      Funda      Funda      Funda          
          YTD        YTD         Variance  mental     mental     mental         
2009       2008        %         YTD        YTD        Variance       
                                           2009(1)    2008(1)    %              
Net        621,137    465,006     34%       559,406    465,948    20%           
income                                                                          
(ZAR`000)                                                                       
                                                                                
Earnings   1,103      814         36%       993        816        22%           
per                                                                             
share,                                                                          
basic                                                                           
(ZAR                                                                            
cents)                                                                          

Revenue    1,682,170  1,367,825   23%       1,682,170  1,367,825  23%           
(ZAR`000)                                                                       
(1) Fundamental net income and earnings per share is GAAP net income and        
earnings per share excluding the amortization of acquisition-related            
intangible assets, net of deferred taxes, and stock-based compensation          
charges. In addition, the effects of the change in the Company`s fully          
distributed tax rate from 35.45% to 34.55% in fiscal 2009 (and from 36.89% to   
35.45% in fiscal 2008), JSE listing costs, a bank facility fee, an impairment   
of goodwill, the loss on sale of the Company`s traditional microlending         
business and a foreign exchange gain, net of tax, related to a short-term       
investment are excluded in calculating fundamental net income and earnings per  
share.                                                                          
Use of Non-GAAP measures                                                        
US securities laws require that when we publish any non-GAAP measures we        
disclose the reason for using the non-GAAP measure and provide reconciliation   
to the directly comparable GAAP measure. The presentation of fundamental        
earnings, fundamental earnings per share and headline earnings per share are    
non-GAAP measures.                                                              
Fundamental earnings and fundamental earnings per share                         
Under GAAP, the Company is required to fair value all intangible assets on the  
date of acquisition and amortize these intangible assets over their expected    
useful lives. In addition, under GAAP, the Company is required to measure the   
fair value of options and other stock-based awards and recognize a stock-based  
compensation charge over the requisite service period. The Company`s GAAP net   
income and earnings per common share for the three and nine months ended March  
31, 2009 and 2008 include amortization of intangibles and stock-based           
compensation charges related to stock options and other stock-based awards, as  
well as JSE listing costs, a bank facility fee, an impairment of goodwill, the  
loss on sale of the Company`s traditional microlending business and a foreign   
exchange gain, net of tax, related to a short-term investment. Finally, the     
effect of the change in the fully distributed tax rate from 35.45% to 34.55%    
in July 2008 is included in the Company`s net income and earnings per common    
share for the nine months ended March 31, 2009 and the effect of the change in  
the fully distributed tax rate from 36.89% to 35.45% in January 2008 is         
included in the Company`s net income and earnings per common share for the      
nine months ended March 31, 2008. The Company excludes all of the above-        
mentioned amounts when calculating fundamental net income and earnings per      
common share because management believes that these adjustments enhance its     
own evaluation, as well as an investor`s understanding, of the Company`s        
financial performance. Attachment B presents the reconciliation between GAAP    
and fundamental net income and earnings per common share.                       
Headline earnings per share ("HEPS")                                            
The inclusion of HEPS in this press release is a requirement of our listing on  
the JSE. HEPS basic and diluted is calculated using net income which has been   
determined based on US GAAP. Accordingly, this may differ to the headline       
earnings per share calculation of other companies listed on the JSE as these    
companies may report their financial results under a different financial        
reporting framework, including, but not limited to, International Financial     
Reporting Standards. HEPS basic and diluted is calculated as GAAP net income    
adjusted for the impairment of goodwill, the loss on the sale of the Company`s  
traditional microlending business and loss (profit) on sale of property, plant  
and equipment, net of related tax effects. Attachment C presents the            
reconciliation between our net income used to calculate earnings per share      
basic and diluted and HEPS basic and diluted.                                   
Conference call                                                                 
Net1 will host a conference call to review third quarter results on May 8,      
2009, at 8:00 a.m. Eastern Daylight Time. To participate in the call, dial 1-   
800-860-2442 (US only), 1-866-519-5086 (Canada only), 0-800-917-7042 (U.K.      
only) or 0-800-200-648 (South Africa only) five minutes prior to the start of   
the call. Callers should request "Net1 call" upon dial-in. The call will also   
be webcast on the Net1 homepage, www.net1ueps.com. Please click on the webcast  
link at least 10 minutes prior to the call. A webcast of the call will be       
available for replay on the Net1 website through May 29, 2009.                  
About Net1 (www.net1ueps.com)                                                   
Net1 provides its universal electronic payment system, or UEPS, as an           
alternative payment system for the unbanked and under-banked populations of     
developing economies. The Company 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 Net1`s system can enter into transactions at     
any time with other cardholders in even the most remote areas so long as a      
portable offline smart card reader is available. In addition to payments and    
purchases, Net1`s system can be used for banking, health care management,       
international money transfers, voting and identification.                       
The Company also focuses on the development and provision of secure             
transaction technology, solutions and services.  The Company`s core             
competencies around secure online transaction processing, cryptography and      
integrated circuit card (chip/smart card) technologies are principally applied  
to electronic commerce transactions in the telecommunications, banking,         
retail, petroleum and utilities market sectors. These technologies form the     
cornerstones of the "trusted transactions" environment of Prism, a South        
Africa-based subsidiary of the Company, and provide the Company with the        
building blocks for developing secure end-to-end payment solutions.             
Net1 recently acquired 80.1% of BGS Smartcard System AG ("BGS"), an Austrian    
company, whose core business consists of developing and integrating smart card- 
based offline and online financial transaction systems. Since 1993, BGS has     
implemented tailor-made smart card-based payment solutions, focusing on         
emerging economies and in cooperation with banks, enterprises and government    
authorities. BGS is headquartered in Vienna, Austria, and has subsidiaries in   
India and Russia, and a branch office in the Ukraine. Distributors are located  
in Asia, Central and South America, the Commonwealth of Independent States and  
the Middle East.                                                                
Forward-Looking Statements                                                      
This announcement contains forward-looking statements that involve known and    
unknown risks and uncertainties. A discussion of various factors that could     
cause the Company`s actual results, levels of activity, performance or          
achievements to differ materially from those expressed in such forward-looking  
statements are included in the Company`s filings with the Securities and        
Exchange Commission. The Company undertakes no obligation to revise any of      
these statements to reflect future circumstances or the occurrence of           
unanticipated events.                                                           
Contact William Espley at Net1 Investor Relations at:                           
Telephone:  1-604-484-8750                                                      
Toll Free:  1-866-412-NET1 (6381)                                               
NET 1 UEPS TECHNOLOGIES, INC.                                                   
Unaudited Condensed Consolidated Statements of Operations                       
                              Three months ended   Nine months ended            
                                  March 31,          March 31,                  
                                  2009     2008      2009       2008            
(In thousands,       (In thousands,               
                              except per share     except per share             
                              data)                data)                        
REVENUE                        $ 55,878   $ 63,066  $ 185,201  $ 191,825        
EXPENSE                                                                         
 COST OF GOODS SOLD, IT         15,225     16,515    51,636     51,833          
 PROCESSING, SERVICING AND                                                      
 SUPPORT                                                                        
SELLING, GENERAL AND           14,772     15,185    48,081     48,915          
 ADMINISTRATION                                                                 
 DEPRECIATION AND               4,266      2,716     11,950     8,295           
 AMORTIZATION                                                                   
LOSS ON SALE OF                742        -         742        -               
 MICROLENDING BUSINESS                                                          
 IMPAIRMENT OF GOODWILL         -          -         1,836      -               
OPERATING INCOME                 20,873     28,650    70,956     82,782         
FOREIGN EXCHANGE GAIN RELATED    -          -         26,657     -              
TO SHORT-TERM INVESTMENT                                                        
INTEREST INCOME, net             2,125      3,754     7,590      10,852         
INCOME BEFORE INCOME TAXES       22,998     32,404    105,203    93,634         
INCOME TAX EXPENSE               8,543      5,156     35,444     27,816         
NET INCOME FROM CONTINUING       14,455     27,248    69,759     65,818         
OPERATIONS BEFORE MINORITY                                                      
INTEREST AND LOSS FROM EQUITY-                                                  
ACCOUNTED INVESTMENTS                                                           
MINORITY INTEREST                (185)      -         577        (196)          
LOSS FROM EQUITY-ACCOUNTED       261        281       797        801            
INVESTMENTS                                                                     
NET INCOME                     $ 14, 379  $ 26,967  $ 68,385   $ 65,213         
Net income per share                                                            
Basic earnings, in cents -       26.1       47.2      121.4      114.1          
common stock and linked units                                                   
Diluted earnings, in cents -     26.0       46.7      121.0      113.1          
common stock and linked units                                                   
NET 1 UEPS TECHNOLOGIES, INC.                                                   
Condensed Consolidated Balance Sheets                                           
Unaudite      (A)                   
                                            d                                   
                                            March         June 30,              
                                            31,                                 
2009          2008                  
                                            (In thousands, except               
                                            share data)                         
     ASSETS                                                                     
CURRENT ASSETS                                                                  
     Cash and cash equivalents              $ 121,025    $ 272,475              
     Pre-funded social welfare grants         57,891       35,434               
     receivable                                                                 
Accounts receivable, net of allowances   40,076       21,797               
     of - March: $318; June: $260                                               
     Finance loans receivable, net of         2,552        4,301                
     allowances of - March: $-; June:                                           
$1,007                                                                     
     Deferred expenditure on smart cards      -            78                   
     Inventory                                6,983        6,052                
     Deferred income taxes                    6,617        5,597                
Total current assets                  235,144      345,734              
OTHER LONG-TERM ASSETS, including available    7,096        207                 
for sale securities                                                             
PROPERTY, PLANT AND EQUIPMENT, NET OF          6,139        6,291               
ACCUMULATED DEPRECIATION OF - March:                                            
$23,264; June: $24,753                                                          
EQUITY-ACCOUNTED INVESTMENTS                   2,509        2,685               
GOODWILL                                       100,435      76,938              
INTANGIBLE ASSETS, NET OF ACCUMULATED          71,509       22,216              
AMORTIZATION OF -                                                               
March: $23,022; June: $16,486                                                   
TOTAL ASSETS                                   422,832      454,071             
LIABILITIES                                                                
CURRENT LIABILITIES                                                             
     Bank overdraft                           220          -                    
     Accounts payable                         4,221        4,909                
Other payables                           46,109       57,432               
     Income taxes payable                     15,341       14,162               
        Total current liabilities             65,891       76,503               
DEFERRED INCOME TAXES                          33,519       33,474              
OTHER LONG-TERM LIABILITIES, including         4,098        3,766               
minority interest loans                                                         
COMMITMENTS AND CONTINGENCIES                  -            -                   
TOTAL LIABILITIES                              103,508      113,743             
MINORITY INTEREST                              2,415        -                   
     SHAREHOLDERS` EQUITY                                                       
COMMON STOCK                                                                    
     Authorized: 200,000,000 with $0.001                                        
par value;                                                                 
     Outstanding shares -  March:             59           52                   
     55,673,186; June: 53,423,552                                               
SPECIAL CONVERTIBLE PREFERRED STOCK                                             
Authorized: 50,000,000 with $0.001 par                                     
     value;                                                                     
     Issued and outstanding shares -          -            5                    
     March: -; June: 4,882,429                                                  
B CLASS PREFERENCE SHARES                                                       
     Authorized: 330,000,000 with $0.001                                        
     par value;                                                                 
     Issued and outstanding shares (net of    -            6                    
shares held by Net1) - March: -; June:                                     
     35,975,818                                                                 
ADDITIONAL PAID-IN-CAPITAL                     124,291      119,283             
TREASURY SHARES, AT COST: March: 2,726,409;    (32,707)     (7,950)             
June: 306,269                                                                   
ACCUMULATED OTHER COMPREHENSIVE LOSS           (109,871)    (37,820)            
RETAINED EARNINGS                              335,137      266,752             
TOTAL SHAREHOLDERS` EQUITY                     316,909      340,328             
TOTAL LIABILITIES AND SHAREHOLDERS` EQUITY   $ 422,832    $ 454,071             
     (A) - Derived from audited financial                                       
     statements                                                                 
NET 1 UEPS TECHNOLOGIES, INC.                                                   
Unaudited Condensed Consolidated Statements of Cash Flows                       
                              Three months ended    Nine months ended           
                                March 31,             March 31,                 
                                2009        2008      2009        2008          
(In thousands)        (In thousands)              
Cash flows from operating                                                       
activities                                                                      
Net income                     $ 14,379   $ 26,967   $ 68,385    $ 65,213       
Depreciation and amortization    4,266      2,716      11,950      8,295        
Impairment of goodwill           -          -          1,836       -            
Loss from equity-accounted       261        281        797         801          
investments                                                                     
Fair value adjustment related    201        (14)       815         (256)        
to financial liabilities                                                        
Fair value of FAS 133            286        (11)       (2,772)     (21)         
derivative adjustments                                                          
Unrealized foreign exchange      -          -          (1,015)     -            
gain related to short-term                                                      
investment                                                                      
Interest payable                 105        126        336         367          
Loss (Profit) on disposal of     9          (23)       9           (109)        
property, plant and equipment                                                   
Loss on sale of microlending     742        -          742         -            
business                                                                        
Minority interest                (185)      -          577         (196)        
Stock-based compensation         1,317      1,108      3,868       2,860        
charge                                                                          
Facility fee amortized           -          -          1,100       -            
(Increase) Decrease in           (17,329)   15,842     (55,120)    (2,406)      
accounts receivable, pre-                                                       
funded social welfare grants                                                    
receivable and finance loans                                                    
receivable                                                                      
Decrease in deferred             84         236        57          496          
expenditure on smart cards                                                      
(Increase) Decrease in           (1,538)    1,286      (1,244)     (293)        
inventory                                                                       
Increase (Decrease) in           2,215      13,177     (15,374)    13,490       
accounts payable and other                                                      
payables                                                                        
Increase in taxes payable        475        7,666      4,659       1,034        
(Decrease) Increase in           (182)      (4,182)    (1,601)     574          
deferred taxes                                                                  
Net cash provided by            5,106      65,175     18,005      89,849        
operating activities                                                            
Cash flows from investing                                                       
activities                                                                      
Capital expenditures             (413)      (1,004)    (3,696)     (2,880)      
Proceeds from disposal of        1          24         3           142          
property, plant and equipment                                                   
Acquisition of available for     (3,422)    -          (3,422)     -            
sale securities                                                                 
Acquisition of BGS, net of       (1,906)    -          (97,992)    -            
cash acquired                                                                   
Acquisition of shares in         (150)      -          (450)       -            
equity-accounted investments                                                    
Net cash used in investing      (5,890)    (980)      (105,557    (2,738)       
activities                                            )                         
Cash flows from financing                                                       
activities                                                                      
Proceeds from issue of share     -          25         155         175          
capital, net of share issue                                                     
expenses                                                                        
Treasury stock acquired          -          -          (24,752)    -            
Proceeds from short-term loan    -          -          110,000     -            
facility                                                                        
Repayment of short-term loan     -          -          (110,000    -            
facility                                               )                        
Payment of facility fee          -          -          (1,100)     -            
Proceeds from bank overdrafts    2,401      -          2,496       1,462        
Repayment of bank overdraft      (2,252)    (1)        (2,252)     (1,443)      
Net cash provided by (used      149        24         (25,453)    194           
in) financing activities                                                        
Effect of exchange rate          (2,996)    (29,330    (38,445)    (23,402      
changes on cash                             )                      )            
Net (decrease) increase in       (3,631)    34,889     (151,450    63,903       
cash and cash equivalents                              )                        
Cash and cash equivalents -      124,656    200,741    272,475     171,727      
beginning of period                                                             
Cash and cash equivalents -    $ 121,025  $ 235,630  $ 121,025   $ 235,630      
end of period                                                                   
Net 1 UEPS Technologies, Inc.                                                   
Attachment A                                                                    
Key metrics and statistics at and for the three months ended March 31, 2009     
and 2008 and December 31, 2008:                                                 
Three months ended March 31, 2009 and 2008 and December 31, 2008                
                                           Change -        Change -             
                                           actual          constant             
exchange             
                                                           rate(1)              
Key statement  Q3 `09    Q3 `08   Q2 `09    Q3      Q3      Q3     Q3           
of operations                               `09     `09     `09    `09          
data, in                                    vs      vs      vs     vs           
`000, except                                Q3      Q2      Q3     Q2           
EPS                                         `08     `09     `08    `09          
              USD       USD      USD                                            
Revenue        $55,878   $63,066  $61,388   (11)%   (9)%    19%    (8)%         
Operating      20,873    28,650   22,805    (27)%   (8)%    (2)%   (7)%         
income                                                                          
Income tax     8,543     5,156    16,999    66%     (50)%   123%   (49)%        
expense                                                                         
Net income     $14,379   $26,967  $27,762   (47)%   (48)%   (28)%  (48)%        
Earnings per                                                                    
share,                                                                          
Basic (cents)  26        47       49        (45)%   (47)%   (26)%  (46)%        
Diluted        26        47       49        (45)%   (47)%   (26)%  (46)%        
(cents)                                                                         
Fundamental                                                                     
earnings per                                                                    
share,                                                                          
Basic (cents)  34        40       36        (15)%   (6)%    14%    (4)%         
Key segmental                                                                   
data, in                                                                        
`000, except                                                                    
margins                                                                         
Revenue:                                                                        
Transaction-   $35,995   $37,254  $32,820   (3)%    10%     30%    11%          
based                                                                           
activities                                                                      
Smart card     6,676     8,696    6,711     (23)%   (1)%    3%     1%           
accounts                                                                        
Financial      1,357     1,999    1,430     (32)%   (5)%    (9)%   (4)%         
services                                                                        
Hardware,      11,850    15,117   20,427    (22)%   (42)%   5%     (41)%        
software and                                                                    
related                                                                         
technology                                                                      
sales                                                                           
Total          $55,878   $63,066  $61,388   (11)%   (9)%    19%    (8)%         
consolidated                                                                    
revenue                                                                         
Consolidated                                                                    
operating                                                                       
income                                                                          
(loss):                                                                         
Transaction-   $21,638   $20,347  $17,653   6%      23%     43%    24%          
based                                                                           
activities                                                                      
Smart card     3,034     3,953    3,050     (23)%   (1)%    3%     1%           
accounts                                                                        
Financial      (261)     507      (1,570)   (151)%  (83)%   (169)% (83)%        
services                                                                        
Hardware,      (1,398)   5,380    5,493     (126)%  (125)%  (135)% (126)%       
software and                                                                    
related                                                                         
technology                                                                      
sales                                                                           
Corporate/     (2,140)   (1,537)  (1,821)   39%     18%     87%    19%          
Elimi-nations                                                                   
Total          $20,873   $28,650  $22,805   (27)%   (8)%    (2)%   (7)%         
operating                                                                       
income                                                                          
Operating                                                                       
income margin                                                                   
(%)                                                                             
Transaction-   60%       55%      54%                                           
based                                                                           
activities                                                                      
Smart card     45%       45%      45%                                           
accounts                                                                        
Financial      (19)%     25%      (110)%                                        
services                                                                        
Hardware,      (12)%     36%      27%                                           
software and                                                                    
related                                                                         
technology                                                                      
sales                                                                           
Overall        37%       45%      37%                                           
operating                                                                       
margin                                                                          
              Mar 31,   Jun 30,                                                 
              2009      2008     Change                                         
Key balance                                                                     
sheet data,                                                                     
in `000                                                                         
Cash and cash  $121,025  $272,475 (56)%                                         
equivalents                                                                     
Total current  235,144   345,734  (32)%                                         
assets                                                                          
Total assets   422,832   454,071  (7)%                                          
Total current  65,891    76,503   (14)%                                         
liabilities                                                                     
Total          $316,909  $340,328 (7)%                                          
shareholders`                                                                   
equity                                                                          
(1) - This information shows what the change in these items would have          
been if the USD/ ZAR exchange rate that prevailed during the third quarter      
of fiscal 2009 also prevailed during the third quarter of fiscal 2008 and       
the second quarter of fiscal 2009.                                              
Three months ended March 31, 2009 and 2008 and December 31, 2008 (continued)    
                                                      Change                    
Additional      Q3 `09      Q3 `08       Q2 `09        Q3 `09    Q3 `09         
information:                                           vs        vs             
                                                      Q3 `08    Q2 `09          
Transaction-                                                                    
based                                                                           
activities:                                                                     
Total number                                                                    
of grants                                                                       
paid:                                                                           
KwaZulu-Natal   5,253,330   5,051,827    5,277,936     4%        -%             
Limpopo         2,980,649   2,949,459    2,967,229     1%        -%             
North West      1,276,789   1,245,238    1,321,175     3%        (3)%           
Northern Cape   504,587     494,664      504,563       2%        -%             
Eastern Cape    2,072,621   2,151,385    2,078,602     (4)%      -%             
               12,087,976  11,892,573   12,149,505    2%        (1)%            
Average         ZAR         ZAR          ZAR                                    
revenue per                                                                     
grant paid:                                                                     
KwaZulu-Natal   29.28       21.76        27.64         35%       6%             
Limpopo         20.56       18.32        18.09         12%       14%            
North West      25.33       22.19        24.31         14%       4%             
Northern Cape   22.84       20.26        23.60         13%       (3)%           
Eastern Cape    19.07       16.56        16.49         15%       16%            
UEPS merchant                                                                   
acquiring                                                                       
system:                                                                         
Terminals       4,263       4,222        4,182         1%        2%             
installed at                                                                    
period end                                                                      
Number of       2,391       2,468        2,385         (3)%      -%             
participating                                                                   
retail                                                                          
locations at                                                                    
period end                                                                      
Value of        2,758,391   1,996,072    2,550,082     38%       8%             
transactions                                                                    
processed                                                                       
through POS                                                                     
devices during                                                                  
the quarter                                                                     
(in ZAR `000)                                                                   
Value of        2,775,707   2,022,938    2,496,496     37%       11%            
transactions                                                                    
processed                                                                       
through POS                                                                     
devices during                                                                  
the completed                                                                   
pay cycles for                                                                  
the quarter                                                                     
(in ZAR `000)                                                                   
Average number  1,111       917          1,050         21%       6%             
of grants                                                                       
processed per                                                                   
terminal                                                                        
during the                                                                      
quarter                                                                         
Average number  1,129       933          1,036         21%       9%             
of grants                                                                       
processed per                                                                   
terminal                                                                        
during the                                                                      
completed pay                                                                   
cycles for the                                                                  
quarter                                                                         
EasyPay                                                                         
transaction                                                                     
fees:                                                                           
Number of       142,584,922 129,152,205  155,697,664   10%       (8)%           
transactions                                                                    
processed                                                                       
Average fee     0.21        0.20         0.21          5%        -%             
per                                                                             
transaction                                                                     
(in ZAR)                                                                        
Three months ended March 31, 2009 and 2008 and December 31, 2008 (continued)    
                                                      Change                    
                  Q3 `09      Q3 `08      Q2 `09      Q3 `09    Q3 `09          
vs        vs              
                                                      Q3 `08    Q2 `09          
Smart card                                                                      
accounts:                                                                       
Total number of    4,006,847   3,956,882   4,061,100   1%        (1)%           
smart card                                                                      
accounts                                                                        
Hardware, software                                                              
and related                                                                     
technology sales:                                                               
Ad hoc significant                                                              
hardware sales                                                                  
(USD `000)                                                                      
Nedbank hardware   -           600         100         (100)%    (100)%         
Ghana - in terms   800         4,300       3,400       (81)%     (76)%          
of contract                                                                     
Financial                                                                       
services: (USD                                                                  
`000)                                                                           
Traditional                                                                     
microlending:                                                                   
Finance loans      -           4,611       2,368       (100)%    (100)%         
receivable - gross                                                              
Allowance for      -           (2,667)     (1,020)     (100)%    (100)%         
doubtful finance                                                                
loans receivable                                                                
Finance loans      -           1,944       1,348       (100)%    (100)%         
receivable - net                                                                
UEPS-based                                                                      
lending:                                                                        
Finance loans      2,552       2,986       2,765       (15)%     (8)%           
receivable -net                                                                 
and gross (i.e.,                                                                
no provisions)                                                                  
Earnings (Loss)                                                                 
from equity-                                                                    
accounted                                                                       
investments: (USD                                                               
`000)                                                                           
Beginning of       (2,614)     (2,352)     (2,699)                              
period                                                                          
Equity-accounted   (261)       (281)       (226)                                
earnings (loss)                                                                 
Equity-accounted   3           16          (9)                                  
earnings (loss) -                                                               
SmartSwitch                                                                     
Namibia(1)                                                                      
Equity-accounted   (16)        (71)        5                                    
earnings (loss) -                                                               
SmartSwitch                                                                     
Botswana(1)                                                                     
Equity-accounted   (201)       (164)       (198)                                
(loss) - VTU                                                                    
Colombia                                                                        
Equity-accounted   (47)        (62)        (24)                                 
(loss) - VinaPay                                                                
Foreign currency   171         244         311                                  
adjustment                                                                      
End of period      (2,704)     (2,389)     (2,614)                              
(1) - includes the elimination of unrealized net income                         
Key metrics and statistics at and for the nine months ended March 31, 2009 and  
2008:                                                                           
Nine months ended March 31, 2009 and 2008                                       
                  Nine months ended    Change                 Year ended        
March 31,                                   June 30,          
                                                 Constant                       
                  2009       2008                Exchange     2008              
                  USD        USD      Actual     Rate (1)     USD               
Key statement of                                                                
operations data,                                                                
in `000, except                                                                 
EPS                                                                             
Revenue            $185,201   $191,825 (3)%       23%          $254,056         
Operating income   70,956     82,782   (14)%      9%           110,386          
Income tax         35,444     27,816   27%        62%          39,192           
expense                                                                         
Net income         $68,385    $65,213  5%         34%          $86,695          
Earnings per                                                                    
share,                                                                          
Basic (cents)      121        114      6%         35%          152              
Diluted (cents)    121        113      7%         36%          150              
Fundamental                                                                     
earnings per                                                                    
share,                                                                          
Basic (cents)      109        114      (4)%       22%          155              
Key segmental                                                                   
data, in `000,                                                                  
except margins                                                                  
Revenue:                                                                        
Transaction-based  $109,159   $115,409 (5)%       20%          $153,444         
activities                                                                      
Smart card         21,957     27,469   (20)%      2%           35,914           
accounts                                                                        
Financial          4,571      6,317    (28)%      (8)%         8,251            
services                                                                        
Hardware,          49,514     42,630   16%        48%          56,447           
software and                                                                    
related                                                                         
technology sales                                                                
Total              $185,201   $191,825 (3)%       23%          $254,056         
consolidated                                                                    
revenue                                                                         
Consolidated                                                                    
operating income                                                                
(loss):                                                                         
Transaction-based  $60,929    $62,317  (2)%       25%          $84,229          
activities                                                                      
Smart card         9,979      12,485   (20)%      2%           16,325           
accounts                                                                        
Financial          (1,504)    1,411    (207)%     (236)%       1,935            
services                                                                        
Hardware,          8,229      9,585    (14)%      9%           11,708           
software and                                                                    
related                                                                         
technology sales                                                                
Corporate/         (6,677)    (3,016)  121%       182%         (3,811)          
Eliminations                                                                    
Total operating    $70,956    $82,782  (14)%      9%           $110,386         
income                                                                          
Operating income                                                                
margin (%)                                                                      
Transaction-based  56%        54%                              55%              
activities                                                                      
Smart card         45%        45%                              45%              
accounts                                                                        
Financial          (33)%      22%                              23%              
services                                                                        
Hardware,          17%        22%                              21%              
software and                                                                    
related                                                                         
technology sales                                                                
Overall operating  38%        43%                              43%              
margin                                                                          
                  Mar 31,    June 30,                                           
                  2009       2008                                               
Key balance sheet                                                               
data, in `000                                                                   
Cash and cash      $121,025   $272,475 (56)%                                    
equivalents                                                                     
Total current      235,144    345,734  (32)%                                    
assets                                                                          
Total assets       422,832    454,071  (7)%                                     
Total current      65,891     76,503   (14)%                                    
liabilities                                                                     
Total              $316,909   $340,328 (7)%                                     
shareholders`                                                                   
equity                                                                          
(1) - This information shows what the change in these items would have been     
if the USD/ ZAR exchange rate that prevailed during the first nine months       
of fiscal 2009 also prevailed during the first nine months of fiscal 2008.      
Nine months ended March 31, 2009 and 2008 (continued)                           
                  Nine months ended              Change       Year ended        
Mar 31,                                     June 30,          
                  2009             2008                       2008              
Additional                                                                      
information:                                                                    
Transaction-based                                                               
activities:                                                                     
Total number of                                                                 
grants paid:                                                                    
KwaZulu-Natal      15,761,307       15,155,356    4%           20,337,526       
Limpopo            8,906,334        8,833,286     1%           11,791,095       
North West         3,983,501        3,694,651     8%           4,984,479        
Northern Cape      1,506,876        1,489,641     1%           1,986,525        
Eastern Cape       6,209,459        6,444,793     (4)%         8,491,929        
                  36,367,477       35,617,727    2%           47,591,554        
Average revenue    ZAR              ZAR                        ZAR              
per grant paid:                                                                 
KwaZulu-Natal      26.94            21.63         25%          22.19            
Limpopo            18.94            17.49         8%           17.76            
North West         25.11            21.58         16%          21.79            
Northern Cape      23.49            19.23         22%          20.44            
Eastern Cape       17.95            15.90         13%          16.05            
UEPS merchant                                                                   
acquiring system:                                                               
Terminals          4,263            4,222         1%           4,394            
installed at                                                                    
period end                                                                      
Number of          2,391            2,468         (3)%         2,454            
participating                                                                   
retail locations                                                                
at period end                                                                   
Value of           2,758,391        1,996,072     38%          2,243,592        
transactions                                                                    
processed through                                                               
POS devices                                                                     
during the                                                                      
quarter (in ZAR                                                                 
`000)                                                                           
Value of           2,775,707        2,022,938     37%          2,178,596        
transactions                                                                    
processed through                                                               
POS devices                                                                     
during the                                                                      
completed pay                                                                   
cycles for the                                                                  
quarter  (in ZAR                                                                
`000)                                                                           
Average number of  1,111            917           21%          965              
grants processed                                                                
per terminal                                                                    
during the                                                                      
quarter                                                                         
Average number of  1,129            933           21%          936              
grants processed                                                                
per terminal                                                                    
during the                                                                      
completed pay                                                                   
cycles for the                                                                  
quarter                                                                         
EasyPay                                                                         
transaction fees:                                                               
Number of          433,523,552      383,468,457   13%          516,849,006      
transactions                                                                    
processed                                                                       
Average fee per    0.21             0.20          5%           0.21             
transaction (in                                                                 
ZAR)                                                                            
Nine months ended March 31, 2009 and 2008 (continued)                           
                          Nine months ended    Change         Year ended        
Mar 31,                             June 30,          
                          2009       2008                     2008              
Smart card accounts:                                                            
Total number of smart      4,006,847  3,956,882 1%             4,022,193        
card accounts                                                                   
Hardware, software and                                                          
related technology sales:                                                       
Ad hoc significant                                                              
hardware sales (USD `000)                                                       
Nedbank hardware           2,500      2,600     (4)%           3,244            
Ghanaian National Switch   8,100      10,800    (25)%          15,800           
and Smart Card Payment                                                          
System Contract                                                                 
Financial services: (USD                                                        
`000)                                                                           
Traditional microlending:                                                       
Finance loans receivable   -          4,611     (100)%         2,864            
- gross                                                                         
Allowance for doubtful     -          (2,667)   (100)%         (1,007)          
finance loans receivable                                                        
Finance loans receivable   -          1,944     (100)%         1,857            
- net                                                                           
UEPS-based lending:                                                             
Finance loans receivable   2,552      2,986     (15)%          2,444            
-net and gross (i.e., no                                                        
provisions)                                                                     
Earnings (Loss) from                                                            
equity accounted                                                                
investments: (USD `000)                                                         
Beginning of period        (2,611)    (1,774)                  (1,774)          
Equity-accounted earnings  (797)      (801)                    (1,036)          
(loss)                                                                          
Equity-accounted earnings  -          4                        15               
(loss) - SmartSwitch                                                            
Namibia(1)                                                                      
Equity-accounted earnings  (46)       (194)                    (97)             
(loss) - SmartSwitch                                                            
Botswana(1)                                                                     
Equity-accounted (loss) -  (645)      (491)                    (792)            
VTU Colombia                                                                    
Equity-accounted (loss) -  (106)      (120)                    (162)            
VinaPay                                                                         
Foreign currency           704        186                      199              
adjustment                                                                      
End of period              (2,704)    (2,389)                  (2,611)          
(1) - Includes the elimination of unrealized net income                         
Net 1 UEPS Technologies, Inc.                                                   
Attachment B                                                                    
Reconciliation of GAAP results to fundamental results:                          
Three months ended March 31, 2009 and 2008                                      
                Net Income        EPS, basic   Net Income         EPS, basic    
                (USD `000)        (USD cents)  (ZAR `000)         (ZAR cents)   
2009      2008    2009   2008  2009     2008      2009  2008    
GAAP             14,379    26,967  26     47    143,241  199,874   260   350    
Amortization of  2,301     856                  22,923   6,344                  
intangible                                                                      
assets(1)                                                                       
 Customer       2,454     355                  24,446   2,630                   
 relationships                                                                  
 Software and   667       896                  6,642    6,642                   
unpatented                                                                     
 technology                                                                     
 Trademarks     68        92                   679      679                     
 Deferred tax   (888)     (487)                (8,844)  (3,607)                 
benefit                                                                        
Stock-based      1,317     1,108                13,120   8,212                  
charge(2)                                                                       
Loss on sale of  742       -                    7,392    -                      
Moneyline                                                                       
Change in tax    -         (5,919)              -        (43,869)               
rate (3)                                                                        
                                                                                
Fundamental      18,739    23,012  34     40    186,676  170,561   339   298    
(1) Amortization of Prism,  EasyPay and BGS intangibles, net of deferred tax    
benefit:                                                                        
(2) Includes stock-based compensation charges related to options and non-       
vested stock awards.                                                            
(3) Represents the effect of the change in the fully distributed tax rate from  
36.89% to 35.45% during fiscal 2008.                                            
Nine months ended March 31, 2009 and 2008                                       
Net Income         EPS, basic Net income             EPS, basic     
            (USD`000)          (USD       (ZAR`000)              (ZAR cents)    
                               cents)                                           
            2009      2008     2009  2008 2009        2008       2009   2008    
GAAP         68,385    65,213   121   114  621,137     465,006    1,103  814    
Amortizatio  6,068     2,670               55,111      19,032                   
n of                                                                            
intangible                                                                      
assets(1)                                                                       
 Customer   6,070     1,107               55,130      7,890                     
 relation-                                                                      
 ships                                                                          
Software   2,194     2,795               19,926      19,927                    
 and                                                                            
 unpatente                                                                      
 d                                                                              
technolog                                                                      
 y                                                                              
 Trademark  224       286                 2,036       2,036                     
 s                                                                              
Deferred   (2,420)   (1,518)             (21,981)    (10,821)                  
 tax                                                                            
 benefit                                                                        
Stock-based  3,868     2,860               35,133      20,394                   
charge(2)                                                                       
JSE listing  495       -                   4,496       -                        
costs                                                                           
Facility     1,100     -                   9,991       -                        
fee                                                                             
Foreign      (17,447)  -                   (158,469)   -                        
exchange                                                                        
gain                                                                            
related to                                                                      
a short-                                                                        
term                                                                            
investment,                                                                     
net of tax                                                                      
of $6,028                                                                       
Loss on      742       -                   6,740       -                        
sale of                                                                         
Moneyline                                                                       
Impairment   1,836     -                   16,676      -                        
of goodwill                                                                     
Change in    (3,458)   (5,397)             (31,409)    (38,484)                 
tax rate                                                                        
(3)                                                                             
Fundamental  61,589    65,346   109   114  559,406     465,948    993    816    
(1) Amortization of Prism,  EasyPay and BGS intangibles, net of deferred tax    
benefit:                                                                        
(2) Includes stock-based compensation charges related to options and non-       
vested stock awards.                                                            
(3) Represents the effect of the change in the fully distributed tax rate       
from 35.45% to 34.55% during fiscal 2009 and 36.89% to 35.45% during fiscal     
2008.                                                                           
Net 1 UEPS Technologies, Inc.                                                   
Attachment C                                                                    
Reconciliation of net income used to calculate earnings per share basic and     
diluted and headline earnings per share basic and diluted:                      
Three months ended March 31, 2009 and 2008                                      
                                                   2009        2008             
Net income (USD`000)                                14,379      26,967          
Adjustments:                                                                    
Loss on sale of traditional microlending business   742         -               
Loss (Profit) on sale of property, plant and        9           (23)            
equipment (USD`000)                                                             
Tax effects on above (USD`000)                      (3)         8               
Net income used to calculate headline earnings      15,127      26,952          
(USD`000)                                                                       
Weighted average number of shares used to           55,075      57,141          
calculate net income per share basic earnings and                               
headline earnings per share basic earnings (`000)                               
Weighted average number of shares used to           55,200      57,685          
calculate net income per share diluted earnings                                 
and headline earnings per share diluted earnings                                
(`000)                                                                          
Headline earnings per share:                                                    
Basic earnings - common stock and linked units, in  27          47              
US cents                                                                        
Diluted earnings - common stock and linked units,   27          47              
in US cents                                                                     
Nine months ended March 31, 2009 and 2008                                       
                                                   2009        2008             
Net income (USD`000)                                68,385      65,213          
Adjustments:                                                                    
Loss on sale of traditional microlending business   742         -               
Impairment of goodwill                              1,836       -               
Loss (Profit) on sale of property, plant and        9           (109)           
equipment (USD`000)                                                             
Tax effects on above (USD`000)                      (3)         40              
Net income used to calculate headline earnings      70,969      65,144          
(USD`000)                                                                       
Weighted average number of shares used to           56,336      57,129          
calculate net income per share basic earnings and                               
headline earnings per share basic earnings (`000)                               
Weighted average number of shares used to           56,529      57,643          
calculate net income per share diluted earnings                                 
and headline earnings per share diluted earnings                                
(`000)                                                                          
Headline earnings per share:                                                    
Basic earnings - common stock and linked units, in  126         114             
US cents                                                                        
Diluted earnings - common stock and linked units,   126         113             
in US cents                                                                     
Net 1 UEPS Technologies, Inc.                                                   
Attachment D                                                                    
FREQUENTLY ASKED QUESTIONS                                                      
1. How does the new contract with SASSA impact your results of operations?      
We have entered into a new one year contract with the South African Social      
Security Agency, or SASSA, for the payment of social welfare grants in the      
five provinces where we currently provide a grant payment service. The new      
contract commenced on April 1, 2009 and expires on March 31, 2010.              
The new contract contains a standard pricing formula for all provinces based    
on a transaction fee per beneficiary paid regardless of the number or amount    
of grants paid per beneficiary, calculated on a guaranteed minimum number of    
beneficiaries per month. Under our previous contracts, depending on the         
province, we received either a fee per grant distributed, or per beneficiary    
paid, or as a percentage of the total grant amount distributed. In addition,    
SASSA will assume responsibility for the pre-funding of all social welfare      
grants with effect from the May 2009 pay cycle. We will continue to pre-fund    
certain merchants who facilitate the distribution of grants through our         
merchant acquiring system.                                                      
We do not expect that the new contract will materially affect our future        
results of operations since the reduced pricing should be offset by the         
guaranteed minimum number of beneficiaries per month and the increased          
interest income we expect to receive as a result of the elimination of our pre- 
funding requirement.                                                            
2. How does the cancellation of the tender influence your strategic planning?   
We have the capacity to operate this business without compromising our high     
service levels regardless of the period, or frequency, of any extension         
periods granted. Our growth strategy does not exclusively rely on growth of     
our social welfare payments business. Our strategic planning is focused on the  
globalization of our technology by following a disciplined approach to new      
markets, through careful evaluation of new opportunities. Where we believe it   
makes sense, we will use partnerships or make acquisitions to accelerate our    
entry into new markets.                                                         
Our technology is unique and unlike any other payment system, resulting in      
sales cycles that are unpredictable and often stretch over a period of years.   
It is therefore particularly difficult to provide clear short term visibility   
on our international prospects and the specific product, application or         
business model that will ultimately be implemented in a specific country or     
territory as a myriad of factors need to be considered, such as the corporate   
and regulatory environment, central bank requirements, tax regimes,             
compilation of business plans, etc.  We have dedicated sales and marketing      
teams who focus on our specific target regions of Africa, the Middle East and   
Central and Eastern Europe and we plan to introduce dedicated teams for South   
America and Asia - Pacific Rim in the near future. We have expanded our         
strategic planning to include the BGS` activities and prospects, with           
particular emphasis on significantly expanding the application of our           
technology in the Russian Federation and the CIS Republics with our current     
partners as well as other interested organizations. We recently completed a     
comprehensive training program of the BGS business development team to ensure   
that their activities are aligned with the Net1 group strategy.                 
3. How do you forecast growth in the beneficiary numbers in your social         
welfare payment business?                                                       
There are no official beneficiary growth forecasts. We forecast beneficiary     
numbers using the budgeted expenditure on social welfare grants provided in     
the South African government`s budget, taking into account that the amount      
budgeted for is a function of beneficiary numbers, as well as the average       
amount paid to each beneficiary class. Based on past experience and an          
analysis of the information at hand, we anticipate beneficiary growth of 3% to  
6% per annum. The growth in beneficiary numbers is fairly "lumpy" and is        
influenced by factors such as the government`s marketing and registration       
programs and the time taken by SASSA to process new grant applications.         
4. What was the rationale for acquiring BGS?                                    
BGS is an Austrian company whose core business consists of developing and       
integrating smart card-based offline and online financial transaction systems.  
Since 1993, BGS has implemented tailor-made smart card-based payment            
solutions, focusing on emerging economies and in cooperation with banks,        
enterprises and government authorities. BGS has provided systems to customers   
in Russia, Ukraine, Uzbekistan, India and Oman. BGS` system, Dual Universal     
Electronic Transactions ("DUET"), was developed by BGS as a derivative of the   
first version of our UEPS technology that we licensed to BGS in 1993. BGS`      
largest customer is Sberbank, the largest financial institution in Russia,      
which owns the remaining 19.9% of BGS.                                          
BGS is headquartered in Vienna, Austria, and has subsidiaries in India and      
Russia, and a branch office in the Ukraine. Distributors are located in Asia,   
Central and South America, the Commonwealth of Independent States and the       
Middle East. BGS employs more than 100 people worldwide, including 75 staff     
members in the research and development and the technical division. BGS`        
approach is to offer its customers an adaptive and flexible turnkey solution    
which encompasses modular smart card and back-office solutions, hardware,       
consulting services, product customization and integration, installation,       
system implementation and technical support and training.                       
We believe that the acquisition of BGS offers numerous potential strategic      
benefits, including the following:                                              
*  Increasing Net1`s revenues from providing its financial services and         
  value-added products to a new cardholder base. BGS has historically           
  employed a business model which focused on selling its product offering       
into various countries. In contrast, Net1`s service-based business model      
  focuses on generating continuing revenues from its cardholder base            
  through transaction-based fees, financial services and value-added            
  products. We believe that the geographical footprint of BGS is now large      
enough to allow us to overlay our service-based model onto the various        
  DUET systems operating in Russia and other countries, thereby creating        
  new revenue streams for BGS and system operators.                             
*  Enhancing Net1`s product offering by leveraging technology platforms and     
IT development resources. We believe that our technological leadership in     
  fields such as biometric identification and in the integration of its         
  UEPS technology with GSM will allow us to create new business                 
  opportunities for BGS such as national identification, voting and welfare     
distribution systems and cell phone-based payment solutions. Further, the     
  addition of BGS` skilled human resources in the information technology        
  area should greatly assist us in the ongoing development of our               
  technologies and maintenance of our existing systems.                         
*  Increasing the depth of the management team with the addition of             
  experienced executives. Leonid Delberg and Richard Schweger have led BGS      
  since 1997 and have over 25 years of combined experience in the smart         
  card industry. Messrs. Delberg and Schweger will continue as senior           
executives of BGS and oversee its expansion and integration with Net1. We     
  believe that the expertise and experience of BGS` senior management will      
  greatly assist us in our global expansion initiatives.                        
Accelerating the rollout of UEPS in Russia and other new territories. There is  
little geographical overlap in our and BGS` operations and thus, the            
acquisition offers us the opportunity to establish relationships in countries   
where we believe there are exciting opportunities for the implementation of     
our technology but where we have minimal current relationships. We believe      
that having a local partner is important to the success of international        
implementation of our systems. We further believe that Sberbank, through its    
leading market position in Russia, can offer Net1 its extensive business        
network to implement our complete suite of products there and will be           
motivated to do so by virtue of its continued participation as a shareholder    
in BGS.                                                                         
5. What does the foreign exchange gain of $26.7 million relate to?              
The Company entered into an asset swap arrangement (in the form of a $110       
million 32-day call account instrument) in order to facilitate the short-term   
loan facility required for the BGS acquisition, however this asset swap         
arrangement was not linked to the loan facility and did not require redemption  
on the same date as the repayment of the loan facility. The Company earned      
interest at a rate of one month LIBOR plus 0.25% on this instrument. The        
Company gave a call notice to the obligor on September 10, 2008, and the        
capital of $110 million (or ZAR 1,100.7 million) and interest on this           
instrument was repaid on October 16, 2008. The Company has realized a foreign   
exchange gain of approximately $26.7 million in the second quarter of fiscal    
2009.                                                                           
6. Why did you sell your traditional microlending business and how does your    
investment in Finbond strengthen you growth strategy?                           
Strategically, we viewed our traditional microlending business as non-core as   
our main intention was to gain an understanding of the dynamics of the          
microlending industry in order to develop the appropriate products and          
applications which have now become part of our UEPS-based microlending          
activities. During the third quarter of fiscal 2009, we entered into an         
agreement with Finbond Property Finance Limited, or Finbond, for the sale of    
our traditional microlending business with effect from March 1, 2009. The       
payment consideration was settled through the issuance of new Finbond shares    
and we also exercised an option to increase our shareholding in Finbond to      
approximately 20%.                                                              
Finbond has a national network of 178 branches following the sale of our        
traditional microlending business to them. We have signed an agreement with     
Finbond under which we have agreed to install our UEPS technology and point of  
sale devices for the marketing of pre-paid electricity, pre-paid cell phone     
air time and bill payments into all of Finbond`s branches. In addition,         
Finbond will utilize its branch and broker network to market our wage payment   
and EasyPay bill payment solutions. Our investment in Finbond gives us access   
to a national brick and mortar infrastructure and allows us to participate in   
the future success of our joint initiatives.                                    
7. Why did Net1 obtain a secondary listing on the JSE?                          
The main purposes for our listing on the JSE were to:                           
  *  enhance South African investors` awareness of us, thereby enlarging        
     our potential investor base and increasing trade in our shares;            
  *  provide ourselves with an additional source from which capital to          
facilitate growth can be obtained;                                         
  *  optimize and simplify our capital structure by eliminating the             
     linked units;                                                              
  *  enable us to externalize our South African reserves when required;         
*  externalize our South African reserves without incurring significant       
     leakage;                                                                   
  *  facilitate direct investment in our common stock by South African          
     residents and the investors utilizing the trading platform operated        
by the JSE; and                                                            
  *  create additional liquidity for current South African investors.           
As a result of our listing on the JSE our shareholders are now able to trade    
their shares of common stock on the Nasdaq Global Select Market, or Nasdaq,     
and the JSE. During the nine months ended March 31, 2009, we incurred expenses  
of approximately $0.5 million related to our inward listing on the JSE.         
8. Has the volatility in the global equity and credit markets affected your     
business prospects?                                                             
No. We have sufficient cash reserves and financing arrangements to continue     
our current business activities. We do not share the prevailing negative        
global sentiment towards emerging markets as our technology is focused on       
these territories and remains in demand, especially when the weaknesses of      
traditional banking systems have become patently clear.  Fluctuations in our    
share price caused by continued stock market volatility could, however,         
negatively impact our ability to pursue certain acquisitions that may           
accelerate our global expansion.                                                
9. What is the status of the wage payment system implementation with Grindrod   
Bank?                                                                           
We officially launched the wage payment system in the KwaZulu-Natal province    
on May 12, 2008, and we have successfully implemented several systems with      
smaller employers in the area, mainly in the agricultural sector. During the    
first quarter of fiscal 2009, we entered into an agreement with our first       
major corporate customer to utilize our wage payment system. Our customer is    
the largest provider of security and guarding services in South Africa and      
employs approximately 20,000 people. We commenced with the registration         
process during the third quarter of fiscal 2009 and we expect to complete the   
enrolment of all employees by the end of the fourth quarter of fiscal 2009.     
10. What is the size of the market opportunity for the wage payment system and  
how successful will Net1 and Grindrod Bank be in penetrating this market?       
The target markets for the wage payment system are the un-banked and under-     
banked wage earners in South Africa, estimated at five million people. These    
wage earners are typically paid in cash on a weekly, bi-weekly or monthly       
basis and have all the risks associated with cash payments, but none of the     
benefits associated with having a formal bank account. Net1 and Grindrod Bank   
plan to offer these wage earners a UEPS smart card that will allow the card     
holder to receive payment, transact and access other financial services in a    
secure, cost-effective way.                                                     
We market the wage payment system to medium and large employers and to trade    
unions. The value proposition presented to employers focuses on the following   
key features:                                                                   
*  Safety - Security risks associated with cash transportation and            
     short-payment disputes are eliminated;                                     
  *  Cost-effectiveness - Our wage payment solution is significantly            
     cheaper than the current cost to employers of preparing and                
distributing cash pay packets;                                             
  *  Improved productivity - Our solution obviates the need to set aside        
     valuable production time to physically pay employees; and                  
  *  Convenience - With our system, wages can be distributed off-line at        
any time, and financial products, such as cash advances, can be            
     offered to the employee without placing any administrative burden on       
     the employer.                                                              
Our value proposition to unions and employees has the following key elements:   
*  Safety - The personal safety risk of carrying cash is eliminated;          
  *  Security - Our smart cards can only be used in conjunction with            
     biometric verification and are completely loss tolerant - no money         
     is lost if the card is lost or stolen;                                     
*  Convenience - Our cards can be used at any participating retailer or       
     service provider at any time. Card holders can obtain cash from any        
     participating retailer, eliminating the need to search for an              
     available ATM;                                                             
*  Cost effectiveness - Our solution is significantly cheaper than any        
     other bank product, as we recover our fees mainly from employers,          
     merchants and service providers; and                                       
  *  Access to credible and affordable facilities, such as money                
transfers, loans, interest paying savings, life insurance and third        
     party payments.                                                            
11. Can you provide an update on the Ghana contract?                            
We have substantially completed our Ghana contract and have provided the        
majority of the software and hardware related to this contract. We expect to    
generate additional revenues from the sale of smart cards during the fourth     
quarter of fiscal 2009 and license fees from fiscal 2010.                       
During fiscal 2009 we have continued with the delivery of hardware including    
POS devices and the remaining smart cards under our contract with the Bank of   
Ghana. In addition, we commenced delivery of smart cards and ATMs under         
additional purchase orders we received. During the nine months ended March 31,  
2009, we delivered hardware, including smart cards and terminals, to the Bank   
of Ghana and recognized revenue of approximately $8.1 million (ZAR 71.5         
million).                                                                       
12. What is the status of the UEPS deployment in Iraq?                          
The first UEPS transaction was performed in August 2008, in Baghdad, Iraq,      
during the official launch of the UEPS smart card technology with the two       
state banks that are part of the consortium to which we are providing a         
customized UEPS banking and payment system. Our first project in Iraq is a      
pilot involving 100,000 beneficiaries. The pilot calls for implementation of    
our UEPS technology across selected bank branches and will enable the           
distribution and payment of government grants to war victims and martyrdom      
beneficiaries, as well as salary and wage distribution and payment to           
employees of the two banks. Approximately 40,000 beneficiaries have been        
registered and issued with UEPS cards to date.                                  
In December 2008 we received an order for an additional 800,000 smart cards to  
be issued to war victim beneficiaries and pension payment recipients. This      
additional order follows the recent order of 200,000 smart cards received       
during October 2008. The total cards ordered from Net1 to date amount to 1.1    
million. Delivery of the 1 million cards will be 200,000 per month between      
December 2008 and May 2009.  Completion of cardholder registration is           
anticipated for June 2009.                                                      
We expect to generate revenues in the fourth quarter of fiscal 2009 from sale   
of additional smart cards. In addition, we expect to commence generating        
license fees under this contract from the first quarter of fiscal 2010.         
13. What is VTU and how does the revenue model work?                            
VTU, or Virtual Top Up, facilitates mobile phone-based pre-paid airtime         
vending. The VTU technology enables prepaid cell users to purchase additional   
airtime simply, securely and conveniently through the distribution of airtime   
value from a vendor`s cellular handset to that of the customer, as opposed to   
through the use of a voucher. We derive revenue from the sale of VTU licenses   
to mobile operators and we have recently established VTU businesses in          
Colombia and Vietnam, where we are minority shareholders in companies that      
provide a VTU service to prepaid cell phone users. These businesses generate    
revenue by charging a percentage of the value of the airtime distributed        
through VTU.                                                                    
14. What are your new patents for mobile payments all about?                    
Our latest patents incorporate our UEPS and SIM card expertise into a system    
that will seamlessly bridge mobile phones to existing payment infrastructures   
such as ATMs, POS devices, the Internet and voice channels. The application of  
these patents will allow any mobile phone user to effect payments that are      
generally referred to as "card not present" payments completely securely,       
through the utilization of a once off, disposable, virtual credit or debit      
card. We have recently established an office in Dallas, Texas that will focus   
on the marketing of this technology.                                            
15. Will you continue to show the "pre-funded social welfare grant receivable"  
line item on the balance sheet now that you have a new contract with SASSA?     
Through April 2009, we were required to pre-fund payment of social welfare      
grants in the KwaZulu-Natal and Eastern Cape provinces. We provided the funds   
required for the grant payments on behalf of these provincial governments from  
our own cash resources and were reimbursed within two weeks by the              
governments.  In addition, when grants are paid at merchant locations before    
the start of the payment service at pay points, we pre-fund these payments to   
the merchants distributing the grants on our behalf. We typically reimburse     
these merchants within 48 hours after they distribute the grants to the social  
welfare beneficiaries, however, the provincial governments reimburse the        
amount due to us within two weeks after the distribution date. Pre-funding      
results in a significant net cash outflow at the end of a month (and thus, at   
the end of the fiscal quarter) as the payment service generally commences in    
the last few days of the month preceding new payment cycle month (for           
instance, for the last two years, the January payment service commenced in the  
last week of December at merchant locations and in January at pay points)       
Our new SASSA contract relieves us of the obligation to pre-fund social         
welfare grants in the KwaZulu-Natal and Eastern Cape provinces beginning in     
May 2009. Under the new contract, we will receive the grant funds 48 hours      
prior to the provision of the service; any interest earned on these amounts     
will be for the benefit of SASSA. We expect a significant increase in our cash  
and cash equivalents as of the end of each fiscal quarter resulting from the    
change in our pre-funding obligation and a corresponding decrease in the "pre-  
funded social welfare grant receivable" line item. We will continue to pre-     
fund certain merchants who facilitate the distribution of grants through our    
merchant acquiring system.                                                      
The actual quantum of Net1`s cash reserves should be evaluated by regarding     
this highly liquid, very short-term receivable as a near-cash equivalent.       
16. How are you growing the management team?                                    
During the last year, we made significant progress in strengthening the Net1    
management team. Also, our acquisition of BGS provides us with two executives   
with long experience in the smart card industry and additional IT               
professionals to strengthen the Net1 research and development environment.      
We have appointed three senior managers to assist Brenda Stewart, our senior    
vice-president of marketing and sales with project management, marketing and    
implementation activities on a global basis. We have also appointed a senior    
manager to oversee the established activities of our international and          
SmartSwitch operations and we have created an investment forum to consider all  
aspects of prospective investments in new territories.                          
Our finance, administration, human resources, compliance and treasury           
functions are growing continuously to provide a high level of support to the    
group.                                                                          
We are actively seeking a new vice president-investor relations to address      
shareholder queries and improve our investor relations function.                
Finally, we have restructured and strengthened our operations teams to ensure   
ongoing effective management of our South African social welfare and wage       
payment activities.                                                             
We are committed to growing the Net1 management team to ensure that we are      
able to capitalize on the myriad of opportunities we are presented with on an   
ongoing basis.                                                                  
17. You are highly cash generative and show a strong cash balance on your       
balance sheet, why do you not return some of this money to shareholders?        
We presently intend to retain future earnings to finance the expansion of the   
business. Our future dividend policy will depend on our earnings, capital       
requirements, expansion plans, financial condition and other relevant factors.  
Our Board has authorized a $50 million share repurchase program.  During the    
second quarter of fiscal 2009, we used approximately $24.7 million of this      
authorization.  Whether or not we use the remaining authorization will depend   
on prevailing market conditions and other factors.                              
18. What effect will the proposed abolishment of Secondary Taxation on          
Companies in South Africa have on Net1?                                         
On February 21, 2007, the South African Minister of Finance announced in his    
National Budget speech that the National Government intends to phase out        
Secondary Taxation on Companies, or STC, and introduce a dividend tax at a      
shareholder level. Currently, South African companies are required to pay STC   
at a rate of 10.00% on dividends distributed, subject to certain exemptions.    
If a dividend tax is introduced South African companies will no longer be       
liable to pay STC and the shareholder will be liable to pay the dividend tax.   
Treaty relief would be available for foreign shareholders.                      
The reform is being implemented in two phases. The first phase entailed a       
reduction of the STC rate, effective October 1, 2007, to 10.00% and the second  
phase, now expected in calendar 2010 will result in a total conversion to a     
dividend tax. It is likely that South African companies will be required to     
withhold the dividend tax on all dividends paid.                                
We can not reasonably determine whether the second phase will be enacted as     
proposed and we will comply with that new tax legislation once it has been      
enacted. If the announcements made by the South African Minister of Finance in  
his National Budget speeches regarding the second phase are enacted, under      
current enacted tax legislation, we expect the proposed replacement of STC      
with a dividend tax to reduce our current fully distributed rate of 34.55% to   
28%. Under US GAAP, we apply the fully distributed tax rate of 34.55% to our    
deferred taxation assets and liabilities. We have not yet determined whether    
we would qualify for the treaty relief available to foreign shareholders.       
19. What effect did the change in the South African tax rate from 29% to 28%    
have on your year to date fiscal 2009 results?                                  
The change in tax rate was promulgated on July 22, 2008. Our fully distributed  
tax rate was reduced to 34.55% from 35.45% during the nine months ended March   
31, 2009 and has resulted in an income tax benefit included in our income tax   
expense line of $3.5 million.                                                   
Johannesburg                                                                    
8 May 2009                                                                      
Sponsor to Net1                                                                 
Deutsche Securities (SA) (Proprietary) Limited                                  
Date: 08/05/2009 09:42:01 Produced by the JSE SENS Department.                  
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