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Common Stock
 12 Months Ended
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.