XML 48 R30.htm IDEA: XBRL DOCUMENT v3.23.2
Related Party Transactions
 12 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions
23.
 
RELATED PARTY
 
TRANSACTIONS
VCP Agreement
On March
 
22, 2022, Lesaka
 
and Lesaka SA
 
entered into
 
a Securities Purchase
 
Agreement (the
 
“VCP Agreement”)
 
with Value
Capital Partners Proprietary Limited (“VCP”) , a
 
significant shareholder,
 
whereby VCP will procure that one or more funds under
 
its
management (the “Purchasing Funds”)
 
will subscribe for, and
 
Lesaka will have
 
the obligation to
 
issue and sell
 
to the Purchasing
 
Funds,
ZAR
350.0
 
million of common stock of Lesaka
 
if (i) an event of default occurs under
 
Facility G or Facility H, (ii) Lesaka SA
 
fails to
pay all outstanding
 
amounts in respect
 
of Facility H
 
on the maturity
 
date of such
 
facility, or
 
(iii) the market
 
capitalization
 
of Lesaka
on the
 
Nasdaq Capital
 
Market (based
 
on the
 
closing price
 
on such
 
exchange) falls
 
and remains
 
below the
 
U.S. dollar
 
equivalent of
ZAR
2.6
 
billion on more than one day. The VCP Agreement contains
 
customary representations and warranties from Lesaka and VCP
and covenants from Lesaka and Lesaka SA. In connection
 
with the VCP Agreement, Lesaka SA agreed to
 
pay VCP a commitment fee
in an amount equal to ZAR
5.25
 
million.
 
On March 16, 2023, VCP,
 
Lesaka and Lesaka SA, entered into an agreement (the “VCP Amendment Agreement”) to amend the
maturity date under
 
the agreement with
 
VCP to December
 
31, 2025, in
 
order to align
 
such date with the
 
maturity date of
 
Facility H.
In connection with the VCP Amendment Agreement, Lesaka
 
SA agreed to pay VCP
 
an additional commitment fee in an
 
amount equal
to ZAR
8.9
 
million, which is
 
calculated as
1
% per annum
 
of the support
 
provided over the period
 
of the extension,
 
as a result of
 
the
amendment to the maturity date.
Additionally,
 
Lesaka, Lesaka SA
 
and VCP entered
 
into a Step-In
 
Rights Letter on
 
March 22, 2022
 
with RMB, which
 
provides
RMB with step
 
in rights to
 
perform the obligations
 
or enforce the
 
rights of Lesaka
 
and Lesaka SA
 
under the VCP
 
Agreement to the
extent that Lesaka and Lesaka SA fail to do so and do not remedy such failure within
 
two business days of notice of such failure.
Disgorgement proceeds from VCP in fiscal 2021
In late September 2020, VCP notified
 
the Company that it would make payment
 
to the Company related to the disgorgement
 
of
short-swing profits from the purchase of common stock by VCP pursuant to Section 16(b) of the Securities Exchange Act of 1934, as
amended
 
and
 
the
 
Company’s
 
insider
 
trading
 
policy.
 
The
 
Company
 
recognized
 
these
 
proceeds
 
as
 
a
 
capital
 
contribution
 
from
shareholders and
 
recorded an
 
increase of
 
$
0.1
 
million, net
 
of taxes
 
of $
0.02
 
million, to
 
additional paid-in
 
capital in
 
its consolidated
statement of changes in
 
equity for the year
 
ended June 30, 2021. The
 
gross proceeds of $
0.12
 
million are recorded within
 
cash flows
from financing activities in the Company’s
 
consolidated statement of cash flow for the year ended June 30, 2021.