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Borrowings
12 Months Ended
Jun. 30, 2021
Borrowings [Abstract]  
Borrowings
11
.
 
BORROWINGS
 
 
South Africa
 
The amounts below have been translated at exchange rates applicable
 
as of the dates specified.
 
July 2017 Facilities, as amended, comprising long-term borrowings (all repaid)
 
and a short-term facility (Facility E)
 
On July 21, 2017, Net1 SA entered into a Common Terms Agreement, Subordination Agreement, Security Cession & Pledge and
certain ancillary loan documents (collectively, the “Original Loan Documents”) with RMB, a South African corporate and investment
bank,
 
and Nedbank
 
Limited (acting
 
through
 
its Corporate
 
and
 
Investment
 
Banking division),
 
an African
 
corporate and
 
investment
bank (collectively, the “Lenders”). Since 201
 
7, these agreements have been amended to add additional facilities. Facilities A, B, C, D
and F have been repaid and cancelled. As of June 30, 2021, the only remaining available facility is an overdraft facility (“Facility E”).
 
Available short-term facility - Facility
 
E
 
On September 26, 2018, Net1 SA further revised its amended
 
July 2017 Facilities agreement with RMB to include Facility E, an
overdraft facility
 
of up
 
to ZAR
1.5
 
billion ($
104.5
 
million, translated
 
at exchange
 
rates applicable
 
as of
 
June 30,
 
2021) to
 
fund the
Company’s ATMs. The Facility E overdraft
 
facility was
 
subsequently reduced to
 
ZAR
1.2
 
billion ($
83.9
 
million, translated at
 
exchange
rates applicable as of June 30, 2021) in September 2019.
 
On August 2, 2021, Net1 SA and RMB entered into a Letter of Amendment
to increase Facility
 
E from ZAR
1.2
 
billion to ZAR
1.4
 
billion ($
97.9
 
million, translated at
 
exchange rates
 
applicable as of
 
June 30,
2021). Interest on the
 
overdraft facility is payable
 
on the first
 
day of month following
 
utilization of the facility
 
and on the
 
final maturity
date based on the
 
South African prime rate.
 
The overdraft facility amount
 
utilized must be repaid
 
in full within one
 
month of utilization
and at least
90
% of the
 
amount utilized must
 
be repaid
 
within
25 days
. The overdraft
 
facility is secured
 
by a pledge
 
by Net1 SA
 
of,
among
 
other
 
things,
 
cash
 
and
 
certain
 
bank
 
accounts
 
utilized
 
in
 
the
 
Company’s
 
ATM
 
funding
 
process,
 
the
 
cession
 
of
 
Net1
 
SA’s
shareholding in
 
Cell C, the
 
cession of
 
an insurance
 
policy with Senate
 
Transit Underwriters
 
Managers Proprietary
 
Limited, and any
rights and
 
claims Net1
 
SA has against
 
Grindrod Bank
 
Limited. As
 
at June
 
30, 2021,
 
the Company
 
had utilized
 
approximately ZAR
0.2
 
billion ($
14.2
 
million) of this overdraft facility. This overdraft facility may only be used to fund ATMs and therefore the overdraft
utilized and converted to
 
cash to fund
 
the Company’s ATMs is considered restricted cash. The
 
prime rate on
 
June 30, 2021,
 
was 7.00%.
 
Repaid and cancelled facilities - Facility A, B, C, D and F
 
As part of
 
the Original
 
Loan Documents
 
concluded on
 
July 21, 2017,
 
Net1 SA also
 
entered into
 
Senior Facility A
 
Agreement,
Senior Facility B Agreement and Senior Facility C Agreement,
 
pursuant to which, among other things, Net1 SA borrowed
 
ZAR
1.25
billion to finance
 
a portion of its investment
 
in Cell C and
 
to fund its on-going
 
working capital requirements.
 
On March 8, 2018,
 
the
Company amended its South African long-term facility to include an additional term loan, Facility D, of up to ZAR
210.0
 
million. All
amounts under these facilities were repaid in full during the year ended
 
June 30, 2019.
 
On September 4,
 
2019, Net1 SA
 
further amended
 
the July 2017
 
Facilities agreement,
 
which included adding
 
Main Street 1692
(RF) Proprietary Limited (“Debt Guarantor”), a South African company incorporated for the sole purpose of holding collateral for the
benefit of
 
the Lenders
 
and acting
 
as debt
 
guarantor.
 
The covenants
 
were also
 
amended and
 
now include
 
customary covenants
 
that
require Net1 SA to maintain
 
a specified total asset
 
cover ratio and restrict the
 
ability of Net1 SA,
 
and certain of its subsidiaries
 
to make
certain distributions with
 
respect to their capital
 
stock, prepay other debt,
 
encumber their assets, incur
 
additional indebtedness, make
investment above specified levels, engage in certain business combinations
 
and engage in other corporate activities. Net1 also agreed
that in
 
the event
 
of any
 
sale of
 
KSNET,
 
Inc., it
 
would deposit
 
a portion
 
of the
 
proceeds in
 
an amount
 
of the
 
USD equivalent
 
of the
Facility F
 
loan and
 
the Nedbank
 
general banking
 
facility commitment
 
into a
 
bank account
 
secured in
 
favor of
 
the Debt
 
Guarantor.
Net1 SA also entered
 
into a pledge and
 
cession agreement with the
 
Debt Guarantor pursuant to
 
which, among other things,
 
Net1 SA
agreed to
 
cede its
 
shareholdings in
 
Cell C,
 
DNI and
 
Net1 FIHRST
 
Holdings (Pty)
 
Ltd to
 
the Debt
 
Guarantor.
 
The shareholdings
 
in
DNI and Net 1 FIHRST Holdings (Pty) Ltd were released pursuant
 
to the transactions to dispose of these investments.
 
On September 4, 2019, Net1 SA further amended its
 
amended July 2017 Facilities agreement with RMB and
 
Nedbank to include
a facility (“Facility F”) of up to ZAR
300.0
 
million ($
17.3
 
million, translated at exchange rates applicable as of June 30, 2020) for the
sole purpose of funding the acquisition of airtime
 
from Cell C. Net1 SA could not dispose
 
of the airtime acquired from Cell C before
April 1, 2020, without the prior consent of RMB, Absa Bank Limited and Investec Asset Management Proprietary Limited. Facility F
comprised (i)
 
a first
 
Senior Facility
 
F loan
 
of ZAR
220.0
 
million (ii)
 
a second
 
Senior Facility
 
F loan
 
of ZAR
80.0
 
million, or
 
such
lesser amount
 
as may
 
be agreed
 
by the
 
facility agent.
 
The first
 
loan was
 
utilized on
 
September 5,
 
2019, while
 
the second
 
loan was
never utilized.
 
Facility F
 
was required
 
to be
 
repaid in
 
full within
 
nine months
 
following the
 
first utilization
 
of the
 
facility.
 
Net1 SA
was required to prepay Facility F subject to customary prepayment terms. Interest on Facility F was based on JIBAR plus a margin of
5.50
% per annum and was due in full on repayment of the loan. The
 
margin on the Facility F increased by 1% on November
 
1, 2019,
because
 
the
 
Company
 
had
 
not
 
disposed
 
of
 
its
 
remaining
 
shareholding
 
in
 
DNI
 
and
 
FIHRST
 
by
 
that
 
date.
 
 
11
.
 
BORROWINGS
 
(continued)
 
 
South Africa (continued
 
July
 
2017
 
Facilities,
 
as
 
amended,
 
comprising
 
long-term
 
borrowings
 
(all
 
repaid)
 
and
 
a
 
short-term
 
facility
 
(Facility
 
E)
(continued)
 
 
Repaid and cancelled facilities - Facility A, B, C, D and F (continued)
 
Net1 SA
 
paid a
 
non-refundable
 
structuring
 
fee of
 
ZAR
2.2
 
million
 
($
0.1
 
million)
 
to the
 
Lenders
 
in September
 
2019, and
 
the
Company expensed this amount in full during the
 
first quarter of fiscal 2020. The
 
Company settled the facility in full on
 
April 1, 2020,
utilizing a portion of the proceeds received from the sale of its remaining stake
 
in DNI, and the facility was cancelled.
 
Nedbank facility, comprising short-term facilities
 
As of June 30, 2021, the aggregate amount of
 
the Company’s short-term South African credit facility with Nedbank Limited was
ZAR
406.6
 
million ($
28.4
 
million). The
 
credit facility
 
comprises an
 
overdraft facility
 
of up
 
to ZAR
250.0
 
million ($
17.5
 
million),
which may only be used to
 
fund mobile ATMs and indirect and derivative facilities of up to ZAR
156.6
 
million ($
10.9
 
million), which
include guarantees, letters of credit and forward exchange contracts.
 
 
On November 2, 2020, the Company amended its short
 
-term South African credit facility with Nedbank Limited
 
to increase the
indirect
 
and
 
derivative
 
facilities
 
component
 
of
 
the
 
facility
 
from
 
ZAR
150.0
 
million
 
to
 
ZAR
159.0
 
million.
 
On
 
June
 
1,
 
2021,
 
the
Company
 
further
 
amended
 
its short-term
 
South
 
African
 
credit facility
 
with Nedbank
 
Limited
 
to reduce
 
the indirect
 
and derivative
facilities component of the facility
 
from ZAR
159.0
 
million to ZAR
157.0
 
million, and to cancel its ZAR
50
 
million general banking
facility.
 
The Company
 
has entered
 
into cession
 
and pledge
 
agreements with
 
Nedbank related
 
to certain
 
of its
 
Nedbank credit
 
facilities
(the general banking
 
facility and a
 
portion of the
 
indirect facility) and
 
the Company has
 
ceded and pledged
 
certain bank accounts
 
to
Nedbank and also provided a
 
the cession of Net1
 
SA’s
 
shareholding in Cell C.
 
The funds included in these
 
bank accounts are restricted
as they may
 
not be withdrawn
 
without the express
 
permission of Nedbank.
 
These funds, of
 
ZAR
156.6
 
million ($
10.9
 
million translated
at exchange
 
rates applicable
 
as of June
 
30, 2021),
 
are included within
 
the caption restricted
 
cash related
 
to ATM
 
funding and
 
credit
facilities on the Company’s consolidated
 
balance sheet as of June 30, 2021.
 
The Company
 
has also
 
ceded all
 
of its
 
title and
 
interest in
 
an insurance
 
policy issued
 
by Fidelity
 
Risk Proprietary
 
Limited as
security for its repayment obligations under the facility.
 
A commitment fee of
0.35
% per annum is payable on the monthly unutilized
amount of the
 
overdraft portion of
 
the short-term facility. The Company
 
is required to
 
comply with customary non-financial
 
covenants,
including, without
 
limitation, covenants
 
that restrict
 
its ability
 
to dispose
 
of or
 
encumber its assets,
 
incur additional
 
indebtedness or
engage in certain business combinations.
 
 
The short-term facility
 
provides Nedbank with
 
the right to set
 
off funds held
 
in certain identified
 
Company bank accounts with
Nedbank against any amounts owed to Nedbank under
 
the facility. As of June 30,
 
2021, the Company had total funds of $
0.2
 
million
in
 
bank
 
accounts
 
with
 
Nedbank
 
which
 
have
 
been
 
set off
 
against $
0.2
 
million
 
drawn
 
under
 
the Nedbank
 
facility,
 
for a
 
net
 
utilized
facility balance of
 
$
0
 
(nil) as of June
 
30, 2021. As of
 
June 30, 2020, the
 
Company had total funds
 
of $
12.4
 
million in bank accounts
with Nedbank
 
which have
 
been set
 
off
 
against $
12.4
 
million drawn
 
under
 
the Nedbank
 
facility,
 
for a
 
net amount
 
drawn under
 
the
facility of $
0.1
 
million. As of June 30, 2021, the interest rate on the overdraft facility was
5.85
%.
 
As of June 30, 2021, the Company had not utilized its ZAR
250.0
 
million overdraft facility to fund ATMs.
 
As of June 30, 2020,
the Company
 
had utilized
 
approximately ZAR
1.0
 
million ($
0.1
 
million) of
 
its ZAR
300.0
 
million overdraft
 
facility to fund
 
ATMs,
and
none
 
of
 
its
 
ZAR
50.0
 
million
 
general
 
banking
 
facility.
 
As
 
of
 
June
 
30,
 
2021
 
and
 
June
 
30,
 
2020,
 
the
 
Company
 
had
 
utilized
approximately
 
ZAR
156.6
 
million
 
($
10.9
 
million) and
 
ZAR
93.6
 
million ($
5.4
 
million), respectively,
 
of its
 
indirect and
 
derivative
facilities of ZAR
156.6
 
million (2020: ZAR
150
 
million) to enable the bank to issue
 
guarantees, letters of credit and forward exchange
contracts,
 
in order for the Company to honor its obligations to third parties requiring
 
such guarantees (refer to Note 21).
 
United States, a short-term facility (this facility has been repaid
 
and cancelled)
 
On September 14, 2018, the Company renewed its $
10.0
 
million overdraft facility from Bank Frick and on February 4, 2019, the
Company increased the overdraft facility to $
20.0
 
million. As of June 30, 2019, the Company had utilized approximately $
9.5
 
million
of this facility. The Company’s
 
$
20
 
million facility from Bank Frick was settled in full and cancelled in March 2020. The facility was
secured
 
by
 
a
 
pledge
 
of
 
the
 
Company’s
 
investment
 
in
 
Bank
 
Frick
 
and
 
the
 
shares
 
under
 
the
 
pledge
 
were
 
released
 
upon
 
cancellation
.
 
 
11
.
 
BORROWINGS
 
(continued)
 
 
Movement
 
in short-term credit facilities
 
Summarized below are the Company’s short
 
-term facilities as of June 30, 2021, and the movement in the Company’s short-term
facilities from as of June 30, 2020 to as of June 30, 2021:
South Africa
United
States
Amended
July 2017
Nedbank
Bank Frick
Total
Short-term facilities available as of June 30, 2021
$
83,910
$
28,428
$
112,338
Overdraft restricted as to use for ATM
 
funding only
83,910
17,481
101,391
Indirect and derivative facilities
 
-
10,947
10,947
Movement in utilized overdraft facilities:
 
Balance as of June 30, 2019
69,566
5,880
$
9,544
84,990
Utilized
 
603,134
69,245
17,384
689,763
Repaid
(647,990)
(73,017)
(26,928)
(747,935)
Foreign currency adjustment
(1)
(9,954)
(2,050)
-
(12,004)
Balance as of June 30, 2020
(2)
14,756
58
-
14,814
Restricted as to use for ATM
 
funding only
14,756
58
14,814
No restrictions as to use
 
-
-
-
Utilized
 
340,655
19,428
360,083
Repaid
(346,187)
(19,253)
(365,440)
Foreign currency adjustment
(1)
5,021
(233)
4,788
Balance as of June 30, 2021
(3)
14,245
-
14,245
Restricted as to use for ATM
 
funding only
14,245
-
14,245
Movement in utilized indirect and derivative facilities:
Balance as of June 30, 2019
-
6,643
-
6,643
Foreign currency adjustment
(1)
-
(1,245)
-
(1,245)
Balance as of June 30, 2020
-
5,398
-
5,398
Utilized
 
-
4,009
-
4,009
Foreign currency adjustment
(1)
-
1,540
-
1,540
Balance as of June 30, 2021
$
-
$
10,947
$
-
$
10,947
(1) Represents the effects of the fluctuations between the
 
ZAR and the U.S. dollar.
 
(2) As of June 30, 2020, there were
no
 
amounts offset against the Nedbank overdraft facilities.
(3) As of June 30, 2021, there was $
0.2
 
million offset against the Nedbank overdraft facilities.
 
Movement in long-term borrowings
 
The Company
 
had no long-term
 
borrowings as
 
of June 30,
 
2021. Summarized
 
below is the
 
movement in
 
the Company’s
 
long-
term borrowing from as of June 30, 2019, to as of June 30, 2020:
South Africa
Amended July
2017
Total
Balance as of July 1, 2019
$
-
$
-
Utilized
14,798
14,798
Repaid from sale of DNI shares (Note 8)
(14,503)
(14,503)
Foreign currency adjustment
(1)
(295)
(295)
Balance as of June 30, 2020
$
-
$
-
(1) Represents the effects of the fluctuations between the
 
ZAR and the U.S. dollar.
 
 
Interest expense
 
incurred under
 
the Company’s
 
South African
 
long-term borrowing
 
during the
 
years ended
 
June 30,
 
2020 and
2019, was $
0.6
 
million and $
2.9
 
million, respectively.
 
There was
no
 
prepaid facility fee
 
amortization during the
 
year ended June 30,
2020. Prepaid facility fees amortized during the years ended June 30, 2019,
 
was $
0.3
 
million.