Exhibit 99.2
1
LESAKA TECHNOLOGIES, INC.
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Overview
The following
unaudited pro
forma combined
financial statements have
been prepared
to give effect
to the Acquisition.
The Company
has
prepared
these unaudited
pro forma
combined financial
statements based
on (a)
its historical
unaudited
condensed consolidated
financial
statements as
of and
for the
six months
ended December
31, 2021,
(b) its
historical audited
consolidated financial
statements for
the year
ended June 30, 2021, and (c) the
combined financial information for Connect as of
February 28, 2022, and for the
six months ended February
28, 2022,
and the
twelve months
ended August
31, 2021,
which has
been derived
as described
below.
The unaudited
pro forma
combined
financial
statements
are
based
on
the
historical
financial
information
statements
of
the
Company
and
historical
financial
information
of
Connect after giving effect
to the Acquisition and certain
assumptions, reclassifications and
adjustments which we believe
to be reasonable
and factually supportable as described in the notes to the unaudited pro forma
combined financial statements.
The Company has presented
an unaudited pro forma combined
balance sheet which combines
the historical balance sheets
of the Company
as of December 31, 2021, and Connect as of February 28, 2022 as if the Acquisition had occurred on December 31, 2021. The Company has
presented an unaudited
combined pro forma
statement of operations
for (a) the
six months ended
December 31, 2021,
of the Company
and
Connect
which
combines
the histori
cal
statements
of
operations
of
the
Company
for
the
six
months
ended
December
31,
2021,
and
the
combined financial information for Connect for the six months ended February 28, 2022, as if the Acquisition had occurred on July 1, 2020,
and (b) the twelve months ended June 30, 2021,
of the Company and Connect which combines the historical statements
of operations of the
Company for
the year
ended June
30, 2021,
and the
combined financial
information for
Connect for
the twelve
months ended
August 31,
2021, as if the Acquisition had occurred on July 1, 2020.
The Company’s
fiscal year ends
on June 30
and Connect’s
fiscal year ends
on the last
day of February
.
SEC rules require
the Company
to
prepare the pro forma statement
of operations by using its
most recently completed fiscal
quarter prior to concluding the transaction
(which
was December 31, 2021,
upon closing the Acquisition on
April 14, 2022) and bring
Connect’s statement of
operations up to within 93
days
of the
Company’s
most recent
fiscal quarter
end. Thus,
the Company
used Connect’s
balance sheet
on February
28, 2022
for purposes
of
combining with the Company for the pro forma
balance sheet as of December 31, 2021 and has prepared
the pro forma combined statement
of operations to coincide with its fiscal reporting periods as follows:
●
The Company
used Connect
’s
statement of
operations
for the
twelve months
ended February
28, 2022,
and deducted
the six
months
ended August 31, 2021, to produce the statement of operations for the
six months ended February 28, 2022; and
●
The Company
used Connect
’s
statement of
operations
for
the twelve
months
ended
February
28, 2021,
added the
six months
ended
August 31,
2021, and
deducted the
six months
ended August
31, 2020,
to produce
the statement
of operations
for the
twelve months
A tax rate of
28%, the South
African statutory rate,
has been applied
when calculating taxation
impacts unless otherwise
specified. Certain
Connect balances have been reclassified to conform to the balance sheet and
statement of operations presentation of the Company.
The historical consolidated financial statements of the Company are prepared in accordance with
accounting principles generally accepted in
the United States of America (“U.S. GAAP”) and
are shown in U.S. dollars. The
combined financial information of Connect, which has been
derived as described above,
was prepared in
accordance with International Financial
Reporting Standard for
Small and Medium-sized Entities
(“IFRS for
SMEs”) issued
by the
International Accounting
Standards Board
(“IASB”), which
differs in
certain respects
from U.S.
GAAP.
Necessary adjustments have been made
to reconcile the combined financial information
of Connect to U.S. GAAP.
The combined financial
information
of
Connect
is
denominated
in
South
African
Rand
(“ZAR”).
Therefore
for
purposes
of
presenting
the
unaudited
pro
forma
combined financial
statements an exchange
rate of $1
/ ZAR 15.930554
has been used
to translate Connect’s
historical balance
sheet as of
February 28, 2022,
from ZAR to
U.S. dollars, based
on the closing
exchange rate as
of December 31,
2021, as reported
by an independent
external
source
(www.oanda.com)
(“Oanda”).
An
exchange
rate
of
$1/
ZAR
14.974825
has
been
used
to
translate
Connect’s
results
of
operations for the six
months ended February 28,
2022, from ZAR
to U.S. dollars, based
on the average daily
exchange rate for
the six months
ended December
31, 2021, as
reported by
Oanda. An
exchange rate
of $1/
ZAR 15.716182
has been used
to translate Connect’s
results of
operations for the twelve months ended August 31, 2021, from ZAR to U.S. dollars, based on the average daily exchange rate for the twelve
months ended June 30, 2021, as
reported by Oanda. The Company has used
the exchange rates for its
reporting periods to translate Connect’s
ZAR-reported balances because, upon consolidation (or combination), Connect is consolidated first into
Net1 SA’s
reported numbers (which
are also prepared in ZAR) and then the consolidated Net1 SA group is converted to
USD and consolidated into Lesaka.