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Common Stock
12 Months Ended
Jun. 30, 2021
Common Stock [Abstract]  
Common Stock
13
.
 
COMMON
 
STOCK
 
 
Common stock
 
Holders
 
of shares
 
of Net1’s
 
common
 
stock are
 
entitled to
 
receive dividends
 
and other
 
distributions
 
when
 
declared
 
by Net1’s
board of
 
directors out
 
of legally
 
available funds.
 
Payment of
 
dividends and
 
distributions is
 
subject to
 
certain restrictions
 
under the
Florida Business Corporation Act, including the requirement that after
 
making any distribution Net1 must be able to meet its debts as
they become due in the usual course of its business.
 
 
Upon voluntary or involuntary
 
liquidation, dissolution or winding
 
up of Net1, holders
 
of common stock share
 
ratably in the
 
assets
remaining after payments to creditors and provision for the preference of any preferred stock according to its terms. There are no pre-
emptive or other
 
subscription rights, conversion
 
rights or redemption
 
or scheduled installment
 
payment provisions relating
 
to shares
of common stock. All of the outstanding shares of common stock are fully
 
paid and non-assessable.
 
Each holder of
 
common stock is
 
entitled to one
 
vote per share
 
for the election
 
of directors and
 
for all other
 
matters to be
 
voted
on by shareholders. Holders
 
of common stock may
 
not
 
cumulate their votes
 
in the election
 
of directors, and are
 
entitled to share
 
equally
and ratably in the dividends that may be declared by the board of directors, but only after payment of dividends required to be paid on
outstanding shares of preferred stock according to its terms. The shares
 
of Net1 common stock are not subject to redemption.
 
 
The Company’s
 
number of
 
shares, net
 
of treasury,
 
presented in
 
the consolidated
 
balance sheets
 
and consolidated
 
statement of
changes in
 
equity includes
 
participating non-vested
 
equity shares (specifically
 
contingently returnable
 
shares) as described
 
below in
Note 16 “— Amended and Restated Stock Incentive Plan—Restricted Stock—General
 
Terms of Awards”.
 
 
The
 
following
 
table
 
presents
 
a
 
reconciliation
 
between
 
the
 
number
 
of
 
shares,
 
net
 
of
 
treasury,
 
presented
 
in
 
the
 
consolidated
statement
 
of changes
 
in equity
 
and
 
the number
 
of shares,
 
net of
 
treasury,
 
excluding non-vested
 
equity
 
shares that
 
have not
 
vested
during the years ended June 30, 2021, 2020 and 2019:
2021
2020
2019
Number of shares, net of treasury:
Statement of changes in equity – common stock
56,716,620
57,118,925
56,568,425
Less: Non-vested equity shares that have not vested as of end of year (Note 16)
384,560
1,115,500
583,908
Number of shares, net of treasury excluding non-vested equity shares that have not
vested
56,332,060
56,003,425
55,984,517
13.
 
COMMON
 
STOCK
 
(continued)
 
 
Redeemable common stock issued pursuant to transaction with the IFC Investors
 
Holders of redeemable common
 
stock have all the rights enjoyed by
 
holders of common stock, however,
 
holders of redeemable
common
 
stock
 
have
 
additional
 
contractual
 
rights.
 
On
 
April
 
11,
 
2016,
 
the
 
Company
 
entered
 
into
 
a
 
Subscription
 
Agreement
 
(the
“Subscription
 
Agreement”)
 
with
 
International
 
Finance
 
Corporation,
 
IFC
 
African,
 
Latin
 
American
 
and
 
Caribbean
 
Fund,
 
LP,
 
IFC
Financial
 
Institutions
 
Growth
 
Fund,
 
LP,
 
and
 
Africa
 
Capitalization
 
Fund,
 
Ltd.
 
(collectively,
 
the
 
“IFC
 
Investors”).
 
Under
 
the
 
Subscription Agreement,
 
the IFC Investors purchased,
 
and the Company
 
sold in the
 
aggregate, approximately
9.98
 
million shares of
the
 
Company’s
 
common
 
stock,
 
par
 
value
 
$
0.001
 
per
 
share,
 
at
 
a
 
price
 
of
 
$
10.79
 
per
 
share,
 
for
 
gross
 
proceeds
 
to
 
the
 
Company
 
of
approximately $
107.7
 
million. The Company has accounted
 
for these
9.98
 
million shares as redeemable
 
common stock as a result
 
of
the put option discussed below.
 
On May
 
19, 2020,
 
the Africa
 
Capitalization Fund,
 
Ltd sold
 
its entire
 
holding of
2,103,169
 
shares of
 
the Company’s
 
common
stock and
 
therefore the
 
additional contractual
 
rights, including
 
the put
 
option rights
 
related to
 
these
2,103,169
 
shares, expired.
 
The
Company reclassified $
22.7
 
million related to
 
these
2,103,169
 
shares sold from
 
redeemable common stock to
 
additional paid-in-capital
during the year ended June 30, 2020.
 
The Company has entered
 
into a Policy Agreement
 
with the IFC Investors
 
(the “Policy Agreement”).
 
The material terms of the
Policy Agreement are described below.
 
 
Board Rights
 
For so long as the IFC Investors in aggregate beneficially own shares representing at least
5
% of the Company’s common stock,
the IFC Investors will have the right to nominate one director to the Company’s board of directors. For so long as the IFC Investors in
aggregate beneficially
 
own shares representing
 
at least
2.5
% of the
 
Company’s
 
common stock, the
 
IFC Investors will
 
have the right
to appoint
 
an observer
 
to the
 
Company’s
 
board of
 
directors at
 
any time
 
when they
 
have not
 
designated, or
 
do not
 
have the
 
right to
designate, a director.
 
Put Option
 
Each IFC Investor will have
 
the right, upon the occurrence of specified
 
triggering events, to require the Company
 
to repurchase
all of the shares
 
of its common stock purchased by
 
the IFC Investors pursuant to
 
the Subscription Agreement (or upon exercise
 
of their
preemptive rights
 
discussed below).
 
Events triggering
 
this put
 
right relate
 
to (1)
 
the Company
 
being the
 
subject of
 
a governmental
complaint alleging, a court judgment finding or an indictment alleging that the Company (a) engaged
 
in specified corrupt, fraudulent,
coercive, collusive or obstructive practices; (b) entered into transactions with targets of economic sanctions; or (c) failed to operate its
business in compliance with anti-money laundering and anti-terrorism laws; or (2) the Company rejecting a bona fide offer to acquire
all of its outstanding Common Stock at a time when it has in place or implements a shareholder rights plan, or adopting a shareholder
rights plan triggered by a beneficial ownership
 
threshold of less than
twenty
 
percent. The put price per share will
 
be the higher of the
price per
 
share paid
 
by the
 
IFC Investors
 
pursuant to
 
the Subscription
 
Agreement (or
 
paid when
 
exercising their
 
preemptive rights)
and the
 
volume weighted
 
average price
 
per share
 
prevailing for
 
the
60
 
trading days
 
preceding the
 
triggering event,
 
except that
 
with
respect to a put right triggered by rejection of a bona fide offer, the put price per share will be the highest price offered
 
by the offeror.
The Company believes that the
 
put option has no
 
value and, accordingly, has not recognized the put
 
option in its consolidated
 
financial
statements.
 
Registration Rights
 
The Company has agreed
 
to grant certain registration
 
rights to the IFC Investors
 
for the resale of their
 
shares of the Company’s
common stock, including filing a resale shelf registration statement and
 
taking certain actions to facilitate resales thereunder.
 
Preemptive Rights
 
For so long as the IFC Investors hold in aggregate
5
% of the outstanding shares of common stock of
 
the Company, each Investor
will have the right to purchase its pro-rata share of new issuances of securities by
 
the Company, subject to certain
 
exceptions.
 
 
13.
 
COMMON
 
STOCK
 
(continued)
 
 
Common stock repurchases
 
Executed under share repurchase authorizations
 
On
 
February 5, 2020,
 
the
 
Company’s
 
Board
 
of Directors
 
approved
 
the replenishment
 
of its
 
share
 
repurchase
 
authorization
 
to
repurchase
 
up
 
to
 
an
 
aggregate
 
of
 
$
100
 
million
 
of
 
common
 
stock.
 
The
 
authorization
 
has
 
no
 
expiration
 
date.
 
The
 
share
 
repurchase
authorization will be
 
used at
 
management’s discretion, subject to
 
limitations imposed by
 
SEC Rule
 
10b-18 and other
 
legal requirements
and subject to price and other internal limitations established by the
 
Board. Repurchases will be funded from the Company’s available
cash.
 
Share
 
repurchases
 
may be
 
made
 
through open
 
market purchases,
 
privately
 
negotiated
 
transactions,
 
or both.
 
There can
 
be no
assurance
 
that
 
the
 
Company
 
will
 
purchase
 
any
 
shares
 
or
 
any
 
particular
 
number
 
of
 
shares.
 
The
 
authorization
 
may
 
be
 
suspended,
terminated or
 
modified at
 
any time
 
for any
 
reason, including
 
market conditions,
 
the cost
 
of repurchasing
 
shares, liquidity
 
and other
factors that management deems appropriate. The Company did
no
t repurchase any of its shares during the years ended June 30, 2021,
2020 and 2019,
 
respectively, either under or outside
 
of the authorization.