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Subsequent Events | 9 Months Ended
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Mar. 31, 2024
Subsequent Events [Abstract] |
Subsequent Events | 20. Subsequent events April 2024 acquisition of Touchsides In February 2024, the Company announced that it had entered into a Sale and Purchase Agreement with Heineken International B.V. to acquire all of the outstanding equity of Touchsides (Pty) Ltd (“Touchsides”). The transaction was subject to customary closing conditions and the final conditions were satisfied in April 2024. The transaction closed on April 30, 2024. The total purchase consideration was ZAR 42.4 million ($ 2.3 million, translated at exchange rates applicable as of April 30, 2024). The Company has commenced the purchase price allocation related to this transaction however the process had not been completed as of the date of filing this Quarterly Report on Form 10-Q on May 8, 2024. The Company expects to include its preliminary allocation of the purchase consideration related to this acquisition in its audited financial statements to be included in its Annual Report on Form 10-K for the year ended June 30, 2024. The Company incurred transaction related expenditures of $ 0.1 million (ZAR 1.9 million) during the nine months to March 31, 2024, related to the acquisition of Touchsides. These transaction related expenditures are included in the caption selling, general and administration in the Company’s unaudited condensed consolidated statements of operations. The Company does not expect to incur any significant expenditure related to the transaction during the three months ended June 30, 2024. 20. Subsequent events (continued) April 2024 acquisition of Touchsides (continued) Touchsides is a leading data analytics and insights company, and highly complementary with the Company’s Kazang business. The acquisition significantly expands Kazang’s footprint in the informal market by adding an established solution that has a strong presence in the licensed tavern market. Touchsides has an installed base of over 10,000 active POS terminals across South Africa’s licensed taverns, and processes more than 1.5 million transactions per day. The business provides platform-as-a-service (“PaaS”) and software-as-a-service (“SaaS”) solutions to licensed tavern outlets, enabling the measurement of sales activity in real-time, management of stock levels and informing commercial decisions, such as pricing and promotional offers. The data and insights gathered from these terminals carries significant value and potential to be monetized through relationships with a range of clients including fast-moving consumer goods companies, retailers, wholesalers, route-to-market suppliers, and financiers. Touchsides has been allocated to our Merchant operating segment. May 2024 offer to acquire Adumo On May 7, 2024, the Company entered into a Sale and Purchase Agreement (the “Sale Agreement”) with Lesaka SA”), and the Sellers (as defined in the Sale Agreement). Pursuant to the Sale Agreement and subject to its terms and conditions, Lesaka, through its subsidiary, Lesaka SA, agreed to acquire, and the Sellers agreed to sell, all of the outstanding equity interests and certain claims in the Adumo (RF) Proprietary Limited (“Adumo”). The purchase consideration will be settled through the combination of an issuance of 17,279,803 shares of the Company’s common stock and a ZAR 232 million ($ 12.5 million, translated at the prevailing rate of $1: ZAR 18.5 as of May 7, 2024) payment in cash. The share issuance was based off of the Base Purchase Consideration, as defined in the Sale Agreement, of ZAR 1.59 billion ($ 85.9 million), less the ZAR 232 million cash payment, implying a value per share of $ 4.25 ((ZAR 1.59 billion – ZAR 0.232 billion)/ 17,279,803 / ZAR 18.5). The Sale Agreement includes customary covenants from the Sellers, including (i) to conduct the business in the ordinary course during the period between the execution of the Sale Agreement and the closing of the transactions contemplated thereby, and (ii) not to engage in certain kinds of transactions during such period. The closing of the transaction is subject to customary closing conditions, including (i) approval from the competition authorities of South Africa and Namibia; (ii) exchange control approval from the financial surveillance department of the South African Reserve Bank; (iii) the Company obtaining confirmation from RMB that it has sufficient funds to settle the cash portion of the purchase consideration; (iv) approval of Adumo shareholders (including preference shareholders) with respect to entering into and implementation of the Sale Agreement, and all other agreements and transactions contemplated in the Sale Agreement by June 6, 2024; (v) obtaining the consent of Adumo’s lender regarding Adumo entering into and implementing the Sale Agreement, and all other agreements and transactions contemplated in the Sale Agreement by June 5, 2024, (vi) the release of certain Seller’s shares held as security by such bank; (vi) obtaining the consent of the lender of one of Adumo’s shareholders regarding Adumo entering into the transaction by June 6, 2024; (vii) the Company obtaining all necessary regulatory and shareholder approval to issue the Consideration Shares to the Sellers; (viii) on or before June 6, 2024, the Company signing a written addendum to the Policy Agreement with International Finance Corporation that provides for the inclusion of the Consideration Shares attributable to certain Seller shareholders in the definition of “Put Shares” under the Policy Agreement, and related changes; and (ix) obtaining certain third-party consents. In addition, the closing of the transaction is subject to either: (i) on or before July 6, 2024, the direct and/or indirect shareholders of one of the Sellers providing written unconditional undertakings to purchase all of certain of its shareholders pro rata entitlements to the Consideration Shares in consideration for an aggregate amount equal to ZAR 285,772,238 ($ 14.0 million) (the “Replacement Cash Component”); or (ii) if the foregoing does not occur in a timely manner then, on or before October 31, 2024, Lesaka SA (or is nominee) will enter into a written unconditional agreement with Crossfin SPV in relation to the acquisition of all of such entitlements in respect of all such Consideration Shares (other than those which are required to be liquidated in order to satisfy cash tax obligations), provided that the aggregate consideration for such entitlements will be equal to the Replacement Cash Component and provided further that (i) Lesaka SA (or its nominee) has provided a bank guarantee from RMB or other South African registered bank in respect of the settlement of such aggregate consideration and (ii) that, to the extent applicable, Lesaka SA’s nominee has, prior to the conclusion thereof, obtained all approvals as may be required to conclude and implement such agreement. 20. Subsequent events (continued) May 2024 offer to acquire Adumo (continued) The Company has agreed to file a resale registration statement with the United States Securities and Exchange Commission (“SEC”) covering the resale of the Consideration Shares by the Sellers following the closing of the transaction. The Company has undertaken to use its commercially reasonable efforts to have the resale registration statement declared effective by the SEC following its filing. The Company incurred transaction-related expenditures of $ 0.6 million and $ 0.7 million during the three and nine months ended March 31, 2024, related to the process to acquire Adumo. The Company expects to incur a further $ 2.2 million in transaction costs over the remainder of the 2024 calendar year.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2 + Details
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