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Common Stock | 12 Months Ended
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Jun. 30, 2025
Common Stock [Abstract] |
Common Stock | 14. COMMON STOCK Common stock Holders of shares of Lesaka’s common stock are entitled to receive dividends and other distributions when declared by Lesaka’s board of directors out of legally available funds. Payment of dividends and distributions is subject to certain restrictions under the Florida Business Corporation Act, including the requirement that after making any distribution Lesaka must be able to meet its debts as they become due in the usual course of its business. Upon voluntary or involuntary liquidation, dissolution or winding up of Lesaka, holders of common stock share ratably in the assets remaining after payments to creditors and provision for the preference of any preferred stock according to its terms. There are no pre-emptive or other subscription rights, conversion rights or redemption or scheduled installment payment provisions relating to shares of common stock. All of the outstanding shares of common stock are fully paid and non-assessable. Each holder of common stock is entitled to one vote per share for the election of directors and for all other matters to be voted on by shareholders. Holders of common stock may not cumulate their votes in the election of directors, and are entitled to share equally and ratably in the dividends that may be declared by the board of directors, but only after payment of dividends required to be paid on outstanding shares of preferred stock according to its terms. The shares of Lesaka common stock are not subject to redemption. Issue of shares to Connect sellers pursuant to April 2022 transaction The total purchase consideration pursuant to the Connect acquisition in April 2022 includes 3,185,079 shares of the Company’s common stock. These shares of common stock were issued in three equal tranches on each of the first, second and third anniversaries of the April 14, 2022 closing. The Company legally issued 1,061,693 shares of its common stock, representing the third, second and first tranche, to the Connect sellers in each of April 2025, 2024 and 2023, respectively, and this had no impact on the number of shares, net of treasury, presented in the consolidated statement of changes in equity during the year ended June 30, 2025, 2024 and 2023, respectively because the 3,185,079 shares are included in the number of shares, net of treasury, as of June 30, 2025, 2024 and 2023. Impact of non-vested equity shares on number of shares, net of treasury The Company’s number of shares, net of treasury, presented in the consolidated balance sheets and consolidated statement of changes in equity includes participating non-vested equity shares (specifically contingently returnable shares) as described below in Note 17 “— Amended and Restated Stock Incentive Plan—Restricted Stock—General Terms of Awards”. The following table presents a reconciliation between the number of shares, net of treasury, presented in the consolidated statement of changes in equity and the number of shares, net of treasury, excluding non-vested equity shares that have not vested during the years ended June 30, 2025, 2024 and 2023: 2025 2024 2023 Number of shares, net of treasury: Statement of changes in equity – common stock 81,249,097 64,272,243 63,640,246 Less: Non-vested equity shares that have not vested as of end of year (Note 17) 2,169,900 2,084,946 2,614,419 Number of shares, net of treasury excluding non-vested equity shares that have not vested 79,079,197 62,187,297 61,025,827 Redeemable common stock issued pursuant to transaction with the IFC Investors Holders of redeemable common stock have all the rights enjoyed by holders of common stock, however, holders of redeemable common stock have additional contractual rights. On April 11, 2016, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with International Finance Corporation (“IFC”), IFC African, Latin American and Caribbean Fund, LP, IFC Financial Institutions Growth Fund, LP, and Africa Capitalization Fund, Ltd. (collectively, the “IFC Investors”). Under the Subscription Agreement, the IFC Investors purchased, and the Company sold in the aggregate, approximately 9.98 million shares of the Company’s common stock, par value $ 0.001 per share, at a price of $ 10.79 per share, for gross proceeds to the Company of approximately $ 107.7 million. The Company accounted for these 9.98 million shares as redeemable common stock as a result of the put option discussed below. On May 19, 2020, the Africa Capitalization Fund, Ltd sold its entire holding of 2,103,169 shares of the Company’s common stock and therefore the additional contractual rights, including the put option rights related to these 2,103,169 shares, expired. The Company reclassified $ 22.7 million related to these 2,103,169 shares sold from redeemable common stock to additional paid-in-capital during the year ended June 30, 2020. 14. COMMON STOCK (continued) Redeemable common stock issued pursuant to transaction with the IFC Investors (continued) On August 19, 202 2, the IFC Investors filed an amended Form 13D/A, amendment no. 2, with the United States Securities and Exchange Commission reporting that in October 2017 and February 2018, the IFC sold an aggregate of 514,376 shares of the Company’s common stock and therefore the additional contractual rights, including the put option rights related to these 514,376 shares, expired. The Company reclassified $ 5.6 million related to these 514,376 shares sold from redeemable common stock to additional paid-in-capital during the year ended June 30, 2022. The Company has entered into a Policy Agreement with the IFC Investors (the “Policy Agreement”). The material terms of the Policy Agreement are described below. Certain IFC Investors were investors in Adumo and the Company issued an aggregate of 1,989,162 additional shares of its common stock at a price of $ 4.79 to these IFC Investors pursuant to the Purchase Agreement (refer to Note 3). The Company and the IFC Investors amended and restated the Policy Agreement (“Amended and Restated Policy Agreement”) to include these additional shares issued to the IFC Investors to also be covered by the put right included in the Amended and Restated Policy Agreement. The Company also accounted for these 1,989,162 shares as redeemable common stock as a result of the put option. Board Rights For so long as the IFC Investors in aggregate beneficially own shares representing at least 5 % of the Company’s common stock, the IFC Investors will have the right to nominate one director to the Company’s board of directors. For so long as the IFC Investors in aggregate beneficially own shares representing at least 2.5 % of the Company’s common stock, the IFC Investors will have the right to appoint an observer to the Company’s board of directors at any time when they have not designated, or do not have the right to designate, a director. Put Option Each IFC Investor will have the right, upon the occurrence of specified triggering events, to require the Company to repurchase all of the shares of its common stock purchased by the IFC Investors pursuant to the Subscription Agreement (or upon exercise of their preemptive rights discussed below). Events triggering this put right relate to (1) the Company being the subject of a governmental complaint alleging, a court judgment finding or an indictment alleging that the Company (a) engaged in specified corrupt, fraudulent, coercive, collusive or obstructive practices; (b) entered into transactions with targets of economic sanctions; or (c) failed to operate its business in compliance with anti-money laundering and anti-terrorism laws; or (2) the Company rejecting a bona fide offer to acquire all of its outstanding Common Stock at a time when it has in place or implements a shareholder rights plan, or adopting a shareholder rights plan triggered by a beneficial ownership threshold of less than twenty percent. The put price per share will be the higher of the price per share paid by the IFC Investors pursuant to the Subscription Agreement (or paid when exercising their preemptive rights) and the volume weighted average price per share prevailing for the 60 trading days preceding the triggering event, except that with respect to a put right triggered by rejection of a bona fide offer, the put price per share will be the highest price offered by the offeror. The Company believes that the put option has no value and, accordingly, has not recognized the put option in its consolidated financial statements. Registration Rights The Company has agreed to grant certain registration rights to the IFC Investors for the resale of their shares of the Company’s common stock, including filing a resale shelf registration statement and taking certain actions to facilitate resales thereunder. Preemptive Rights For so long as the IFC Investors hold in aggregate 5 % of the outstanding shares of common stock of the Company, each Investor will have the right to purchase its pro-rata share of new issuances of securities by the Company, subject to certain exceptions. 14. COMMON STOCK (continued) Common stock repurchases October 2024 repurchase of common stock and issue of shares in Recharger transaction On October 1, 2024, the Company, through Lesaka SA, and Crossfin Holdings entered into a share purchase agreement under which Lesaka SA purchased 2,601,410 of the 3,587,332 Consideration Shares for ZAR 207.2 million ($ 12.0 million). The transaction was settled in early October 2024, and the shares of the Company’s common stock repurchased have been included in the Company’s treasury shares included in its consolidated statement of changes in equity for the year ended June 30, 2025, respectively. The repurchase was made outside of the Company’s $ 100 million share repurchase authorization. The Company, through Lesaka SA, issued 1,092,361 of the 2,601,410 shares of the Company’s common stock to the Seller under the terms of Recharger Purchase Agreement described in Note 2. The Company recognized a gain of $ 0.4 million on issuance of these which is included in the caption additional paid-in-capital in the consolidated statement of changes in equity for the year ended June 30, 2025. Executed under share repurchase authorizations On February 2, 2025, the Company’s Board of Directors approved a share repurchase authorization to repurchase up to an aggregate of $ 15 million of common stock. The authorization has no expiration date. This share repurchase authorization replaces our $ 100 million share repurchase authorization which was approved on February 5, 2020. The share repurchase authorization will be used at management’s discretion, subject to limitations imposed by SEC Rule 10b-18 and other legal requirements and subject to price and other internal limitations established by the Board. Repurchases will be funded from the Company’s available cash. Share repurchases may be made through open-market purchases, privately negotiated transactions, or both. There can be no assurance that the Company will purchase any shares or any particular number of shares. The authorization may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, liquidity and other factors that management deems appropriate. The Company did no t repurchase any of its shares during the years ended June 30, 2025, 2024, and 2023, respectively, under the $ 100 million authorization, however, it did repurchase 371,187 , 319,522 and 352,994 shares of its common stock from its employees during the years ended June 30, 2025, 2024, and 2023, respectively, refer to Note 17 for additional information regarding these repurchases.

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