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Acquisitions And Dispositions
12 Months Ended
Jun. 30, 2021
Acquisition And Dispositions [Abstract]  
Acquisition And Dispositions
23.
 
ACQUISITIONS
 
AND
 
DISPOSITIONS
 
 
Acquisitions
 
The Company did not make any acquisitions during the years ended
 
June 30, 2021, 2020 and 2019.
Dispositions
 
2020 Dispositions
 
March 2020 disposal of KSNET
 
 
On January 23,
 
2020, the Company,
 
through its wholly
 
owned subsidiary Net1
 
Applied Technologies
 
Netherlands B.V.
 
(“Net1
BV”), a limited liability private company
 
incorporated in The Netherlands, entered into
 
an agreement with PayletterHoldings LLC,
 
a
limited
 
liability
 
private
 
company
 
incorporated
 
in
 
the
 
Republic
 
of
 
Korea,
 
in
 
terms
 
of
 
which
 
Net1
 
BV
 
agreed
 
to
 
sell
 
its
 
entire
shareholding
 
in Net1
 
Applied Technologies
 
Korea Limited
 
(“Net1 Korea”),
 
a limited
 
liability private
 
company incorporated
 
in the
Republic
 
of Korea
 
and
 
the sole
 
shareholder
 
of KSNET,
 
Inc. for
 
$
237.2
 
million.
 
The transaction
 
was subject
 
to customary
 
closing
conditions
 
and
 
closed on
 
March 9,
 
2020.
 
The Company
 
no longer
 
controls Net1
 
Korea
 
and
 
its subsidiaries
 
and
 
deconsolidated
 
its
investment effective March 1, 2020,
 
and had no continued involvement going forward.
 
KSNET was acquired
 
in October 2010,
 
and was a profitable
 
and cash generative
 
business, but operated
 
autonomously and in
 
a
more
 
developed
 
economy,
 
with limited
 
overlap
 
with the
 
Company’s
 
other activities.
 
The Company
 
also believe
 
d
 
that the
 
intrinsic
value of KSNET was not
 
appropriately reflected in the
 
Company’s overall
 
valuation. The Company’s
 
board of directors commenced
a strategic review of its
 
various businesses and investments during
 
calendar 2019,
 
and ultimately evaluated and decided
 
to sell KSNET
in
 
January
 
2020
 
in
 
order
 
to
 
focus
 
more
 
on
 
the
 
Company’s
 
core
 
strategy,
 
boost
 
liquidity
 
and
 
to
 
maximize
 
shareholder
 
returns.
 
 
23.
 
ACQUISITIONS
 
AND
 
DISPOSITIONS
 
(continued)
 
 
Dispositions (continued)
 
2020 Dispositions (continued)
 
March 2020 disposal of KSNET (continued)
 
 
The table below presents the impact of the deconsolidation of Net1 Korea and its subsidiaries
 
and the calculation of the net gain
recognized on deconsolidation:
Net1 Korea
March 2020
Proceeds from disposal of Net1 Korea, net of cash disposed
$
192,619
Add: Cash and cash equivalents disposed
23,473
Add: Cash withheld by purchaser to settle South Korean taxes
(1)
21,128
Fair value of consideration received
237,220
Less: carrying value of Net1 Korea, comprising
200,843
Cash and cash equivalents
23,473
Accounts receivable, net
30,467
Finance loans receivable, net
13,695
Inventory
2,377
Property, plant and equipment,
 
net
7,601
Operating lease right of use asset
181
Goodwill (Note 9)
107,964
Intangible assets, net
4,655
Deferred income taxes assets
1,719
Other long-term assets
10,984
Accounts payable
(5,484)
Other payables
(5,523)
Operating lease liability - current
(69)
Income taxes payable
(3,481)
Deferred income taxes liabilities
(1,497)
Operating lease liability – long-term
(112)
Other long-term liabilities
(335)
Released from accumulated other comprehensive income – foreign
 
currency translation reserve (Note 14)
14,228
Settlement assets
44,111
Settlement liabilities
(44,111)
Gain recognized on disposal, before transaction costs and tax
36,377
Transaction costs
(2)
8,644
Gain recognized on disposal, before tax
27,733
Taxes related to gain
 
recognized on disposal
(1)
15,279
Gain recognized on disposal, after tax
$
12,454
(1) Represents taxes
 
paid related to the
 
disposal of Net1 Korea
 
(refer to Note 17).
 
The Company also agreed
 
that the purchaser
withhold potential
 
capital gains
 
taxes of
 
$
19.9
 
million (approximately
 
KRW
23.8
 
billion) and
 
non-refundable securities
 
transaction
taxes of $
1.2
 
million (approximately KRW
1.4
 
billion), for a total withholding of $
21.1
 
million, from the purchase price and pay such
amounts, on behalf of Net1 BV,
 
to the South Korean tax authorities. Net1 BV commenced a process to claim a refund from the South
Korean tax authorities of the potential amount withheld and received this amount of approximately
 
$
20.1
 
million (KRW
23.8
 
billion)
in September
 
2020.
 
The Company
 
included
 
the expected
 
amount to
 
be refunded
 
in the
 
caption Accounts
 
receivable, net
 
and other
receivables in its consolidated balance sheet as of June 30, 2020, refer
 
also to Note 3.
(2) Transaction
 
costs include expenses
 
incurred by the
 
Company of $
7.5
 
million directly related
 
to the disposal
 
of Net1 Korea
and paid in cash and a
 
non-refundable securities transfer tax of approximately $
1.2
 
million which was also withheld from
 
the purchase
price and paid to the South Korean tax authorities directly by the purchaser.
23.
 
ACQUISITIONS
 
AND
 
DISPOSITIONS
 
(continued)
 
 
Dispositions (continued)
 
2020 Dispositions (continued)
 
December 2019 disposal of FIHRST
 
In November
 
2019, the
 
Company
 
through its
 
wholly owned
 
subsidiary,
 
Net1 Applied
 
Technologies
 
South
 
Africa Proprietary
Limited (“Net1
 
SA”), entered into
 
an agreement
 
with Transaction
 
Capital Payment
 
Solutions Proprietary
 
Limited, or
 
its nominee,
 
a
limited liability
 
private company
 
incorporated in
 
the Republic
 
of South
 
Africa, pursuant
 
to which
 
Net1 SA
 
agreed to
 
sell its
 
entire
shareholding
 
in
 
Net1
 
FIHRST
 
Holdings
 
Proprietary
 
Limited
 
(“FIHRST”)
 
for
 
$
10.9
 
million
 
(ZAR
159.7
 
million).
 
The
 
transaction
closed in
 
December 2019.
 
FIHRST was
 
deconsolidated following
 
the closing
 
of the
 
transaction. Net1
 
SA was obliged
 
to utilize
 
the
full purchase price received from
 
the sale of FIHRST to partially settle its
 
obligations under its lending arrangements
 
and applied the
proceeds received against its outstanding borrowings – refer to
Note 11
.
 
 
The
 
table
 
below
 
presents
 
the
 
impact
 
of
 
the
 
deconsolidation
 
of
 
FIHRST
 
and
 
the
 
calculation
 
of
 
the
 
net
 
gain
 
recognized
 
on
deconsolidation:
FIHRST
December 31,
2019
Proceeds from disposal of FIHRST,
 
net of cash disposed
$
10,895
Add: Cash and cash equivalents disposed
854
Fair value of consideration received
11,749
Less: carrying value of FIHRST,
 
comprising
1,870
Cash and cash equivalents
854
Accounts receivable, net
367
Property, plant and equipment,
 
net
64
Goodwill (Note 9)
599
Intangible assets, net
30
Deferred income taxes assets
42
Accounts payable
(7)
Other payables
(1,437)
Income taxes payable
(220)
Released from accumulated other comprehensive income – foreign
 
currency translation reserve (Note 14)
1,578
Settlement assets
17,406
Settlement liabilities
(17,406)
Gain recognized on disposal, before tax
9,879
Taxes related to gain
 
recognized on disposal, comprising:
-
Capital gains tax
 
2,654
Release of valuation allowance related to capital losses previously unutilized
(1)
(2,654)
Transaction costs
136
Gain recognized on disposal, after tax
$
9,743
(1) Net1
 
SA recorded
 
a valuation
 
allowance related
 
to capital
 
losses previously
 
generated but
 
not utilized.
 
A portion
 
of these
unutilized
 
capital
 
losses was
 
utilized
 
as
 
a
 
result
 
of
 
the
 
disposal
 
of
 
FIHRST
 
and,
 
therefore,
 
the
 
equivalent
 
portion
 
of the
 
valuation
allowance created was released.
May 2020 deconsolidation of CPS
 
On February 5, 2020, the Constitutional Court of South Africa denied CPS’
 
leave to appeal lower court judgments ordering CPS
to repay additional implementation costs that SASSA
 
paid to CPS in 2014, thereby exhausting
 
all legal recourse for CPS in
 
the matter.
As a result,
 
CPS’ board of
 
directors adopted a
 
resolution to put
 
CPS into business
 
rescue under South African
 
law and filed
 
the required
resolution with the
 
Companies and Intellectual
 
Property Commission. On
 
May 18, 2020,
 
the resolution was
 
officially registered
 
and
business rescue practitioners were appointed. The business rescue
 
process could have led to either a compromise with creditors and
 
a
continuation
 
of
 
CPS’
 
business
 
or
 
the
 
liquidation
 
of
 
CPS. The
 
Company
 
had
 
no
 
means
 
of
 
exercising
 
any
 
control
 
over
 
CPS
 
or
 
the
business rescue process because the Company has ceded control of CPS to the business rescue practitioners on the commencement of
the business rescue
 
process.
 
The business rescue
 
practitioners are independent
 
third parties and
 
controlled CPS through
 
the business
rescue
 
process.
 
The
 
Company
 
no
 
longer
 
controls
 
CPS
 
and
 
therefore
 
it
 
determined
 
to
 
deconsolidate
 
CPS.
 
 
23.
 
ACQUISITIONS
 
AND
 
DISPOSITIONS
 
(continued)
 
 
Dispositions (continued)
 
2020 Dispositions (continued)
 
May 2020 deconsolidation of CPS (continued)
 
 
As a practical matter, the Company deconsolidated CPS as of May 31, 2020.
 
The Company does not believe that the utilization
of this date, compared to May 18, 2020, has had a significant impact on
 
its consolidated financial statements.
 
On March 26, 2020, CPS’ holding company, Net1 SA, submitted a filing to Gauteng Division of the High Court of South Africa
(“High Court”)
 
under which
 
it
 
commenced a
 
process to
 
place CPS into
 
business rescue
 
due to
 
administrative delays
 
experienced in
the CPS business rescue
 
application process. Net1
 
SA proposed in its
 
March 2020 High Court
 
filing that it was
 
willing to contribute
ZAR
50.0
 
million ($
2.9
 
million translated
 
at exchange
 
rates applicable
 
as of June
 
30, 2020) into
 
CPS if CPS
 
and SASSA
 
reached a
settlement on
 
their claims
 
and counterclaims.
 
Given that
 
SASSA was contesting
 
the CPS
 
business rescue
 
process (refer
 
below),
 
the
Company did not believe that it, through Net1 SA, would be required to make the investment of ZAR
50.0
 
million and therefore it did
not recorded
 
a liability as
 
of June 30,
 
2020. On June
 
18, 2020, SASSA
 
launched an
 
urgent application
 
with the High
 
Court to place
CPS into liquidation
 
and declare the business
 
rescue process invalid.
 
On July 7, 2020,
 
the business rescue
 
practitioners, on behalf
 
of
CPS, responded to this application correcting a number of inaccuracies contained therein. The matter was heard on October 16, 2020,
and the High Court ordered that CPS be placed into liquidation.
 
The Company provided
 
accounting, tax and general administrative services to
 
CPS while it was in
 
business rescue and continues
to provide these
 
services during the
 
liquidation process. In
 
addition, the Company
 
had an arrangement with
 
CPS to rent
 
certain bespoke
payment
 
vehicles
 
from
 
CPS,
 
and
 
it was
 
expected
 
that
 
this arrangement
 
would
 
continue
 
while
 
CPS
 
was
 
in
 
business
 
rescue.
 
These
vehicles largely
 
comprise the
 
fleet of
 
customized mobile
 
ATMs
 
used to
 
deliver a
 
service to
 
rural communities.
 
The value
 
of these
arrangements
 
was not
 
significant
 
and
 
was determined
 
on an
 
arms-length
 
basis. On
 
October
 
15, 2020,
 
the Company
 
purchased
 
the
bespoke vehicles
 
from CPS
 
for an
 
arms-length price
 
of ZAR
50.0
 
million (approximately
 
$
3.0
 
million, translated
 
at the
 
applicable
exchange rate) to use in its mobile ATM
 
business.
 
The
 
table
 
below
 
presents
 
the
 
impact
 
of
 
the
 
deconsolidation
 
of
 
CPS
 
and
 
the
 
calculation
 
of
 
the
 
net
 
loss
 
recognized
 
on
 
deconsolidation:
CPS
May
2020
Fair value of consideration received
$
-
Less: carrying value of CPS, comprising
(68)
Cash and cash equivalents
328
Accounts receivable, net
303
Inventory
12
Property, plant and equipment,
 
net
236
Goodwill (Note 9)
-
Deferred income taxes assets (Note 17)
-
Accounts payable
(238)
Other payables
(33,160)
Released from accumulated other comprehensive income – foreign
 
currency translation reserve (Note 14)
32,451
Gain recognized on deconsolidation, before tax
68
Intercompany accounts written off/ provided for
(1)
7,216
Taxes related to loss recognized
 
on deconsolidation, comprising:
-
Capital loss generated upon deconsolidation
(2)
5,399
Valuation
 
allowance related to capital losses generated upon deconsolidation
(2)
(5,399)
Loss recognized on deconsolidation, after tax
$
7,148
(1) Certain of the Company’s
 
subsidiaries had funds due from CPS
 
as of May 31, 2020. The Company
 
wrote these amounts off
as it did not believe that they were recoverable.
(2) The Company recorded a deferred tax asset related to the capital loss generated on deconsolidation of CPS. The Company is
only able
 
to claim
 
the capital loss
 
for South
 
African capital
 
gains tax
 
purposes once
 
it deregisters or
 
disposes of
 
its interest in
 
CPS.
The Company has recorded a valuation allowance related to the full CPS capital loss deferred tax asset recognized because it does not
believe that this capital loss will be utilized in the foreseeable future.
23.
 
ACQUISITIONS
 
AND
 
DISPOSITIONS
 
(continued)
 
 
Dispositions (continued)
 
2019 Dispositions
 
March 2019 disposal of DNI
 
On February 28, 2019, the Company through its wholly owned subsidiary, Net1 Applied Technologies
 
South Africa Proprietary
Limited
 
(“Net1
 
SA”),
 
entered
 
into
 
a
 
transaction
 
with
 
JAA
 
Holdings
 
Proprietary
 
Limited,
 
a
 
limited
 
liability
 
private
 
company
 
duly
incorporated
 
in
 
the
 
Republic
 
of
 
South
 
Africa,
 
and
 
PK
 
Gain
 
Investment
 
Holdings
 
Proprietary
 
Limited,
 
a
 
limited
 
liability
 
private
company duly incorporated in the Republic of South Africa, in terms of which Net1 SA reduced its shareholding in DNI from
55
% to
38
%. The transaction closed on March
 
31, 2019. The parties used a cashless
 
settlement process on closing, refer to
Note 19
. Net1 SA
used the proceeds from the sale of the DNI shares to settle its ZAR
400
 
million ($
27.6
 
million, translated at exchange rates applicable
as of March 31,
 
2019), obligation to DNI
 
to subscribe for an
 
additional share as part
 
of the contingent consideration settlement
 
process.
The Company no longer controlled DNI and deconsolidated its investment in
 
DNI effective March 31, 2019.
 
The
 
table
 
below
 
presents
 
the
 
impact
 
of
 
the
 
deconsolidation
 
of
 
DNI
 
and
 
the
 
calculation
 
of
 
the
 
net
 
loss
 
recognized
 
on
 
deconsolidation:
DNI
Equity method investment
as of June 30, 2019
Total
17% sold
8% retained
interest sold
in May 2019
30%
retained
interest
Attributed to
non-
controlling
interest
Fair value of consideration received
 
$
27,626
$
27,626
$
-
$
-
$
-
Fair value of retained interest in DNI
(1)
74,195
-
14,849
59,346
-
Carrying value of non-controlling interest
 
88,934
-
-
-
88,934
Subtotal
 
190,755
27,626
14,849
59,346
88,934
Less: carrying value of DNI, comprising
 
199,930
38,346
14,540
58,110
88,934
Cash and cash equivalents
 
2,114
354
158
633
969
Accounts receivable, net
24,577
4,116
1,841
7,358
11,262
Finance loans receivable, net
1,030
173
77
308
472
Inventory
 
893
149
66
268
410
Property, plant and equipment,
 
net
 
1,265
212
95
379
579
Equity-accounted investments
 
242
41
19
72
110
Goodwill
113,003
18,924
8,466
33,834
51,779
Intangible assets, net
 
80,769
13,526
6,051
24,183
37,009
Deferred income taxes
 
28
5
2
8
13
Other long-term assets
26,553
4,447
1,989
7,950
12,167
Accounts payable
 
(5,186)
(868)
(389)
(1,553)
(2,376)
Other payables
(2)
(16,484)
(2,760)
(1,235)
(4,936)
(7,553)
Income taxes payable
 
(2,482)
(416)
(186)
(743)
(1,137)
Deferred income taxes
 
(22,083)
(3,698)
(1,654)
(6,612)
(10,119)
Long-term debt
(10,150)
(1,700)
(760)
(3,039)
(4,651)
Released from accumulated other comprehensive
income – foreign currency translation reserve
(Note 14)
 
5,841
5,841
-
-
-
Loss recognized on disposal, before tax,
comprising
 
(9,175)
(10,720)
309
1,236
-
Related to sale of
17
% of DNI
(10,720)
(10,720)
-
-
Related to fair value adjustment of retained
interest in
38
% of DNI
1,545
-
309
1,236
Taxes related to gain
 
recognized on
disposal
(3)
-
505
(3,836)
3,331
Loss recognized on disposal of
discontinued operation, after tax
$
(9,175)
$
(11,225)
$
4,145
$
(2,095)
23.
 
ACQUISITIONS
 
AND
 
DISPOSITIONS
 
(continued)
 
 
Dispositions (continued)
 
2019 Dispositions
 
March 2019 disposal of DNI (continued)
 
(1) The fair value of the retained
 
interest in
38
% of DNI of $
74.2
 
million ($
14.9
 
million plus $
59.3
 
million) was calculated using
the implied fair
 
value of
 
DNI pursuant
 
to the
 
RMB Disposal
 
and was calculated
 
as ZAR
215.0
 
million divided by
7.605235
% multiplied
by
38
%, translated to dollars at the March 31, 2019, rate of exchange.
(2) Other
 
payables include
 
a short-term
 
loan of
 
ZAR
60.5
 
million ($
4.3
 
million, translated
 
at exchange
 
rates applicable
 
as of
June 30, 2019)
 
due to the
 
Company. The short-term loan
 
is included in
 
accounts receivable, net
 
and other receivables
 
on the
 
Company’s
consolidated balance sheet as of June 30, 2019, and
 
was repaid in full on July 31, 2019. Interest on the loan
 
was charged at the South
African prime rate.
(3) Amounts presented are net of a valuation allowance provided. The disposal of DNI resulted in a capital loss for tax purposes
of approximately $
1.5
 
million and the Company provided a valuation allowance of $
1.5
 
million against this capital loss because it did
not have any
 
capital gains to offset
 
against this amount at
 
the time. On an
 
individual basis, the transaction
 
to dispose of
17
% of DNI
resulted in
 
a capital
 
gain of
 
$
0.5
 
million and
 
the re-measurement
 
of the
 
retained
38
% interest
 
has resulted
 
in a
 
capital loss
 
of $
2.0
million ($
5.3
 
million (8%
 
transaction) less
 
$
3.3
 
million (30%
 
transaction)).
 
The valuation
 
allowance of
 
$
1.5
 
million was
 
provided
against the $
5.3
 
million, for a net amount presented in the table above of $
3.8
 
million ($
5.3
 
million less $
1.5
 
million).