| Fri 27 May 2005, 8:29 | | Press release |
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JSE - Net 1 UEPS Technologies, Inc - Pess release
Net 1 UEPS Technologies, Inc.
(OTCBB:NUEP)
(`Net 1` or the `Company`)
Share Code: APL
Isin: ZAE000024113
THIS PRESS RELEASE SHALL ONLY BE RELEASED IN SOUTH AFRICA. COPIES OF THIS
RELEASE ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY, MAILED OR
OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN, INTO OR FROM THE UNITED STATES OR
ANY JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS IN THAT JURISDICTION.
NET 1 UEPS Technologies, inc. files registration statement for public offering
AND Announces SHARE CONSOLIDATION AND Planned Listing on The Nasdaq National
Market
Johannesburg, South Africa - May 27, 2005 - Net 1 UEPS Technologies, Inc.
(OTCBB:NUEP) (`Net 1` or the `Company`) announced yesterday that it has filed a
registration statement with the U.S. Securities and Exchange Commission for a
proposed secondary public offering of its common stock. The shares are expected
to be offered by certain beneficial owners of the Company`s outstanding common
stock. In addition, the Company will grant the underwriters an option to
purchase from the Company sufficient new shares to cover over-allotments. The
size of the offering will depend on the interest of current holders of units in
the New Aplitec Participation Trust, the South African trust which in turn holds
B class preference shares and B class loans in Net 1 Applied Technologies South
Africa Limited, in participating in the offering. The Company`s common stock is
currently quoted on the OTC Bulletin Board. The last reported sale price of the
Company`s common stock on May 26, 2005 was $2.50 per share.
In connection with the offering, the Company intends to apply for the listing of
its common stock on the Nasdaq National Market. The Company`s board of
directors has also declared a one-for-six share consolidation of its capital
stock. Under Florida corporate law, the share consolidation is not subject to
the approval of Net 1`s shareholders. The effective date for the share
consolidation is June 13, 2005.
As a result of the share consolidation, every six shares of Net 1`s common stock
will be combined into one share of common stock and every six shares of Net 1`s
special convertible preferred stock will be combined into one share of special
convertible preferred stock. Similar adjustments will be made to Net 1`s
outstanding options and other stock-based awards. Fractional shares of common
stock will not be issued as a result of the share consolidation. Instead, all
fractional shares will be rounded up to one whole share.
The primary purposes of the offering and Nasdaq listing are to achieve a broader
shareholder base and increased visibility in the U.S. marketplace and to provide
increased liquidity for our shareholders, which is consistent with the Company`s
strategy to provide the leading system for the world`s four billion unbanked and
under-banked people to engage in electronic transactions globally.
To this end, the holders of units in the New Aplitec Participation Trust will be
given an opportunity conditionally to exercise the trigger event rights granted
to them pursuant to the trust deed of the South African trust and to sell the
resulting common stock in Net 1 pursuant to the offering.
The Company anticipates that the South African unit holders will be notified
formally of this opportunity within the next several weeks. The notice will
instruct unit holders in the South African trust as to the requirements of
participation in the offering.
The offering is being made through an underwriting syndicate led by Morgan
Stanley and JPMorgan acting as joint book-running managers. Robert W. Baird &
Co., Jefferies & Company, Inc. and Thomas Weisel Partners LLC will act as
representatives.
The offering will be made only by means of a prospectus. When available, copies
of the preliminary prospectus relating to this offering may be obtained from the
registered offices of the Company, President Place, 4th Floor, Cnr. Jan Smuts
Avenue and Bolton Road, Rosebank, Johannesburg, South Africa. Alternatively,
the preliminary prospectus can be obtained from Morgan Stanley by emailing
prospectus@morganstanley.com or contacting the prospectus department at Morgan
Stanley & Co. Inc., 1585 Broadway, New York, NY 10036, telephone (212) 761-6775
or from JPMorgan by emailing addressing.services@jpmorgan.com or contacting the
prospectus department at JPMorgan Prospectus Department, One Chase Manhattan
Plaza, New York, NY 10081, telephone (212) 552-5164.
A registration statement relating to the common stock to be sold in this
offering has been filed with the U.S. Securities and Exchange Commission but has
not yet become effective. These securities may not be sold, nor may offers to
buy be accepted prior to the time the registration statement becomes effective.
This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there by any sale of these securities in any state or
jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such state
jurisdiction. This restriction does not apply to holders of units in the New
Aplitec Participation Trust who do not participate in this offering. This
announcement is only being distributed in South Africa.
About Net 1 (www.net1ueps.com)
Net 1 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 Net 1`s system can enter into transactions at any time with other
card holders in even the most remote areas so long as a portable offline smart
card reader is available. In addition to payments and purchases, Net 1`s system
can be used for banking, health care management, international money transfers,
voting and identification.
This announcement may contain forward-looking statements pursuant to the `safe-
harbor` provisions of the Private Securities Litigation Reform Act of 1995.
These forward looking statements involve risks and uncertainties such as product
demand, market and customer acceptance, the effect of economic conditions,
competition, pricing, development difficulties, foreign currency risks, costs of
capital, the ability to consummate and integrate acquisitions, and other risks
detailed in the Company`s SEC filings, including, but not limited to, Net 1`s
most recent report on Form 10-K. The Company undertakes no obligation to revise
any of these statements to reflect future circumstances or the occurrence of
unanticipated events.
Underwriters: - Morgan Stanley
- JPMorgan
Company counsel: Cliffe Dekker Inc
Contact:
Net 1 UEPS Technologies, Inc.
William Espley
Net 1 Investor Relations(604) 484-8750 or Toll Free: 1-866-412-NET1
(6381)www.net1ueps.com
Date: 27/05/2005 07:38:18 AM
Produced by the JSE SENS Department
