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Subsequent Events
9 Months Ended
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.