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Borrowings | 9 Months Ended
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Mar. 31, 2025
Borrowings [Abstract] |
Borrowings | Movement in short-term credit facilities Summarized below are the Company’s short-term facilities as of March 31, 2025, and the movement in the Company’s short- term facilities from as of June 30, 2024 to as of March 31, 2025: 9. Borrowings Refer to Note 12 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2024, for additional information regarding its borrowings. Reference rate reform After the transition away from certain interbank offered rates in foreign jurisdictions (“IBOR reform ”), the reforms to South Africa’s reference interest rate are now accelerating rapidly. The Johannesburg Interbank Average Rate (“JIBAR”) will be replaced by the new South African Overnight Index Average (“ZARONIA”). Certain of the Company’s borrowings reference JIBAR as a base interest rate. ZARONIA reflects the interest rate at which rand-denominated overnight wholesale funds are obtained by commercial banks. There is uncertainty surrounding the timing and manner in which the transition would occur and how this would affect our borrowings. The Company is in regular contact with its lenders and negotiate changes to the existing borrowing agreements once there is greater clarity on the implementation of ZARONIA. South Africa The amounts below have been translated at exchange rates applicable as of the dates specified. On February 27, 2025, the Company, Lesaka SA and a number of other subsidiaries of Lesaka SA entered into a Common Terms Agreement (the “CTA”) with FirstRand Bank Limited (acting through its Rand Merchant Bank division) (“RMB”), FirstRand Bank Limited (acting through its WesBank division) (“WesBank”), FirstRand Bank Limited being a South African corporate and investment bank, Investec Bank Limited (acting through its Investment Banking division: Corporate Solutions) (“Investec” and together with RMB and WesBank, the “Lenders”), a South African corporate and investment bank, and Bowwood and Main No 408 (RF) Proprietary Limited (“Debt Guarantor”), a South African company incorporated for the sole purpose of holding collateral for the benefit of the Lenders and acting as debt guarantor, and certain other parties. Lesaka SA has obtained three loan facilities from the Lenders, a term loan of up to ZAR 2.2 billion ($ 117.5 million) (“Facility A”), an amortizing loan of up to ZAR 1.0 billion ($ 54.5 million) (“Facility B”) and a senior revolving credit facility of up to ZAR 2.2 billion ($ 117.5 million) (“Senior RCF”), and a general banking facility from RMB of up to ZAR 700.9 million ($ 38.2 million) (the “GBF”, and collectively with Facility A, Facility B and Senior RCF, the “Facilities”), which are described in more detail below. The Company , Lesaka SA and the majority of Lesaka SA’s directly and indirectly wholly-owned subsidiaries have agreed to guarantee the obligations of Lesaka SA and of the other borrowers under the Facilities to the Lenders. The CTA contains customary covenants which includes a requirement for Lesaka SA to maintain specified Net Debt to EBITDA and Interest Cover Ratios (as defined in the CTA) and restricts the ability of Lesaka SA, and certain of its subsidiaries to make certain distributions with respect to their capital stock, prepay other debt, encumber their assets, incur additional indebtedness, make investment above specified levels, engage in certain business combinations and engage in other corporate activities. The CTA provides that if any subsidiary of the Company receives proceeds from the disposal of shares in/claims against, or assets of MobiKwik, it would offer to prepay the certain specified loans/facilities and loan outstandings to the Lenders (as contemplated in the CTA). Lesaka SA paid non-refundable debt structuring fees of ZAR 10.0 million to the Lenders on February 27, 2025. The JIBAR, an average of 3 month negotiable certificates of deposit (“NCD”) rates, on March 31, 2025, was 7.56 %. The prime rate, the benchmark rate at which private sector banks lend to the public in South Africa, on March 31, 2025, was 11.00 %. Facilities obtained in February 2025 Long-term borrowings – Senior Facility A Agreement Concurrent with the execution of the CTA, Lesaka SA, the Lenders and RMB (as facility agent) entered into a Senior Term Facility A Agreement (“Facility A Agreement”) and a Senior RCF Agreement (“RCF Agreement”). Pursuant to the Facility A Agreement, Lesaka SA may borrow up to an aggregate amount of ZAR 2,2 billion for the sole purpose of refinancing the existing facilities of Lesaka SA and Cash Connect Management Solutions Proprietary Limited’s (“CCMS”) with RMB, funding transaction costs and for general corporate purposes. Lesaka SA utilized Facility A in full on February 28, 2025, to settle a portion of its existing facilities with RMB and to settle all of CCMS’ existing facilities with RMB, as well as to pay certain transaction costs. Facility A is required to be repaid in full on February 28, 2029. Facility A is subject to customary mandatory prepayment terms. Lesaka SA is permitted to make voluntary prepayments of Facility A, and is permitted to subsequently utilize any voluntary prepayments made under Facility A under the RCF Agreement. Amount utilized under the RCF Agreement are required to be repaid in full on February 28, 2029. 9. Borrowings (borrowings) South Africa (continued) Facilities obtained in February 2025 (continued) Long-term borrowings – Senior Facility A Agreement (continued) Interest on Facility A and utilization under the RCF Agreement is payable quarterly in arrears at end of March, June, September and December, with the first interest payment due on June 30, 2025. Interest on Facility A is based on JIBAR in effect from time to time plus an initial margin of 3.25 % per annum until June 30, 2025. From July 1, 2025, the margin on Facility A will be determined with reference to the Net Debt to EBITDA Ratio, and the margin will be either (i) 3.25 %, if the Net Debt to EBITDA Ratio is greater than or equal to 2.5 times; or (ii) 2.5 %, if the Net Debt to EBITDA Ratio is less than 2.5 times. Long-term borrowings – Senior Facility B Agreement Concurrent with the execution of the CTA, Lesaka SA, the Lenders and RMB (as facility agent) entered into a Senior Term Facility B Agreement (“Facility B Agreement”). Pursuant to the Facility B Agreement, Lesaka SA may borrow up to an aggregate of ZAR 1.0 billion for the sole purpose of refinancing the Lesaka SA existing facilities, including its general banking facilities, with RMB, and for general corporate purposes. Lesaka SA utilized Facility B in full on February 28, 2025, to repay a portion of its existing facilities as well as to settle a portion of its existing general banking facility. Facility B is required to be repaid in four annual installments, as follows: (i) ZAR 150 million ($ 8.2 million) on February 28, 2026; (ii) ZAR 200 million ($ 10.9 million) on February 28, 2027; (iii) ZAR 300 million ($ 16.3 million) on February 28, 2028; and (iv) R 350 million ($ 19.1 million) on February 28, 2029. Facility B is subject to customary mandatory prepayment terms. Lesaka SA is permitted to make voluntary prepayments of Facility B, however it is unable to subsequently utilize any amounts prepaid. Interest on Facility B is payable quarterly in arrears at end of March, June, September and December, with the first interest payment due on June 30, 2025. Interest on Facility B is based on JIBAR in effect from time to time plus an initial margin of 3.15 % per annum until June 30, 2025. From July 1, 2025, the margin on Facility B will be determined with reference to the Net Debt to EBITDA Ratio, and the margin will be either (i) 3.15 %, if the Net Debt to EBITDA Ratio is greater than or equal to 2.5 times; or (ii) 2.4 %, if the Net Debt to EBITDA Ratio is less than 2.5 times. Short-term facility - General Banking Facility Concurrent with the execution of the CTA, Lesaka SA and RMB entered into a General Banking Facility Agreement (“GBF Agreement”) which replaced it existing general banking facility maturing on February 28, 2025. Pursuant to the GBF Agreement, Lesaka SA and certain of its subsidiaries may borrow up to an aggregate of ZAR 700.9 million for general corporate expenditure (including capital expenditure) and working capital purposes of the Lesaka SA and certain of its subsidiaries. Lesaka SA utilized a portion of the GBF to refinance its existing general banking facility. As of March 31, 2025, the Company had utilized ZAR 432.2 million ($ 23.6 million) of this facility. The GBF is available for utilization from February 28, 2025, and is subject to annual review by RMB. Interest on the GBF is payable monthly and is based on the South African prime rate in effect from time to time less 0.50 %. The GBF Agreement also provides Lesaka SA and certain of its subsidiaries with other facilities in an aggregate of ZAR 100.7 million ($ 5.5 million), which indirect, short-term direct and contingent facilities, including bank guarantee, forward exchange contract, credit card and settlement facilities. As of March 31, 2025, the aggregate amount of the Company’s short-term South African indirect credit facility with RMB was ZAR 100.7 million ($ 5.5 million). As of March 31, 2025, the Company had utilized ZAR 33.1 million ($ 1.8 million) of its other facilities to enable the bank to issue guarantees, letters of credit and forward exchange contracts (refer to Note 20). Wesbank Facilities The Company, through certain of its South African subsidiaries, has an asset-backed facility of ZAR 227.0 million ($ 10.9 million)] (of which ZAR 139.3 million ($ 7.6 million) has been utilized). CCC Revolving Credit Facility, comprising long-term borrowings As of March 31, 2025, the amount of the CCC Revolving Credit Facility was ZAR 300.0 million (of which ZAR 299.9 million has been utilized). The CCC Revolving Credit Facility was scheduled to be repaid in full on November 2024, but this has been extended to June 30, 2025. The Company is currently renegotiating terms with RMB. The CCC Revolving Credit Facility has been presented in current portion of long-term borrowings in the unaudited condensed consolidated balance sheet as of March 31, 2025. Interest on the Revolving Credit Facility is payable on the last business day of each calendar month and is based on the South African prime rate in effect from time to time plus a margin of 0.95 % per annum. 9. Borrowings (borrowings) South Africa (continued) Nedbank facility, comprising short-term facilities As of March 31, 2025, the aggregate amount of the Company’s short-term South African credit facility with Nedbank Limited was ZAR 156.6 million ($ 8.5 million). The credit facility represents indirect and derivative facilities of up to ZAR 156.6 million ($ 8.5 million), which include guarantees, letters of credit and forward exchange contracts. As of March 31, 2025 and June 30, 2024, the Company had utilized ZAR 2.1 million ($ 0.1 million) and ZAR 2.1 million ($ 0.1 million), respectively, of its indirect and derivative facilities of ZAR 156.6 million (June 30, 2024: ZAR 156.6 million) to enable the bank to issue guarantees, letters of credit and forward exchange contracts (refer to Note 20). In terms of a commitment provided to the lender under the CTA entered into on February 27, 2025, the Company has undertaken not to utilize more than ZAR 5.0 million ($ 0.3 million) of the Nedbank Facility. RMB Facilities, as amended, comprising a short-term facility (Facility E) and long-term borrowings Long-term borrowings - Facility G and Facility H – all repaid and cancelled On February 28, 2025, the Company used its new borrowings to settle Facility G and Facility H in full, including accumulated interest of ZAR 201.7 million ($ 10.9 million). These facilities, excluding accrued interest, included (i) Facility G of ZAR 492.1 million ($ 26.6 million); (ii) Facility H of ZAR 350.0 million ($ 18.9 million); and (iii) a Facility G revolver of ZAR 200.0 million ($ 10.8 million) (of which ZAR 199 million ($ 10.8 million) had been utilized at February 28, 2025). These facilities were repaid in full on February 28, 2025, utilizing funding obtained under the CTA and the Facility G and Facility H agreements were cancelled. Amounts translated at rates prevailing on the repayment date. The interest rate on these facilities was JIBAR plus a margin of 4.75 %. The Company had a short-term South African indirect credit facility with RMB under its cancelled lending facilities of ZAR 135.0 million ($ 7.4 million), which included facilities for guarantees, letters of credit and forward exchange contracts. As of June 30, 2024, the Company had utilized ZAR 33.1 million ($ 1.8 million), of these facilities to enable the bank to issue guarantees, letters of credit and forward exchange contracts (refer to Note 20). Short-term facility - Facility E – cancelled in November 2024 The Company cancelled its Facility E facility agreement in November 2024. The overdraft facility could only be used to fund ATMs and therefore the overdraft utilized and converted to cash to fund the Company’s ATMs was considered restricted cash. The interest rate on this facility was equal to the prime rate. RMB Bridge Facilities, comprising a short-term facility obtained in October 2024 and amended in December 2024 On September 30, 2024, Lesaka SA entered into a Facility Letter (the “F2024 Facility Letter”) with RMB to provided Lesaka SA a ZAR 665.0 million funding facility (the “Bridge Facility”). The Bridge Facility was used by Lesaka SA to (i) settle an amount of ZAR 232.2 due under the Adumo transaction (refer to Note 2); (ii) pay Crossfin Holdings (RF) Proprietary Limited (“Crossfin Holdings”) ZAR 207.2 million under a share purchase agreement concluded between Lesaka SA and Crossfin Holdings (refer to Note 11); (iii) pay an amount of ZAR 147.5 million, which includes interest, notified by Investec to Adumo and Lesaka SA as a result of the transaction described in Note 2, and (iv) pay an origination fee of ZAR 7.6 million to RMB. The Facility also provided Lesaka with ZAR 70.0 million for transaction -related expenses. On December 10, 2024, Lesaka SA and RMB entered into a First Addendum to the Facility Letter (the “F2024 Addendum Letter”). The F2024 Addendum Letter provided Lesaka SA with an additional ZAR 250.0 million general banking facility (“2024 GBF Facility”) which could be used for general corporate purposes. The Bridge Facility and 2024 GBF Facility were repaid in full on February 28, 2025, utilizing funding obtained under the CTA and the agreements cancelled. Interest on the Bridge Facility and the 2024 GBF Facility was calculated at the prime rate plus 1.80 %. The Bridge Facility and the 2024 GBF Facility were unsecured and were repaid in full on February 28, 2025, the maturity date, pursuant to the refinancing process. 9. Borrowings (borrowings) South Africa (continued) Connect Facilities, comprising long-term borrowings and a short-term facility The Connect Facilities included (i) an overdraft facility (general banking facility) of ZAR 170.0 million ($ 9.2 million); (ii) Facility A of ZAR 700.0 million ($ 37.9 million); (iii) Facility B of ZAR 550.0 million ($ 29.8 million) (both were fully utilized). These facilities were repaid in full on February 28, 2025, utilizing funding obtained under the CTA and the agreements cancelled. Amounts translated at rates prevailing on the repayment date. On October 29, 2024, the Company, through CCMS, entered into an addendum to a facility letter with RMB, to obtain a ZAR 100.0 million temporary increase in its overdraft facility for a period of approximately four months to specifically fund the purchase of prepaid airtime vouchers. This temporary increase was repayable in equal daily instalments which commenced at the end of October 2024 with the final repayment made on February 15, 2025. (1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar. RMB RMB Nedbank RMB RMB RMB GBF Other Facilities Connect Bridge Facility E Total Short-term facilities available as of March 31, 2025 $ 38,195 $ 5,487 $ 8,531 $ - $ - $ - $ 52,213 Overdraft 38,195 - - - - - 38,195 Indirect and derivative facilities - 5,487 8,531 - - - 14,018 Movement in utilized overdraft facilities: Restricted as to use for ATM funding only - - - - - 6,737 6,737 No restrictions as to use - - - 9,351 - - 9,351 Balance as of June 30, 2024 - - - 9,351 - 6,737 16,088 Utilized 23,489 - - 5,655 41,150 23,894 94,188 Repaid - - - (14,627) (39,205) (31,028) (84,860) Foreign currency adjustment (1) 61 - - (379) (1,945) 397 (1,866) Balance as of March 31, 2025 23,550 - - - - - 23,550 No restrictions as to use $ 23,550 $ - $ - $ - $ - $ - $ 23,550 Interest rate as of March 31, 2025 (%) (2) 10.50 N/A N/A N/A - N/A Movement in utilized indirect and derivative facilities: Balance as of June 30, 2024 $ - $ 1,821 $ 116 $ - $ - $ - $ 1,937 Foreign currency adjustment (1) - (17) (1) - - - (18) Balance as of March 31, 2025 $ - $ 1,804 $ 115 $ - $ - $ - $ 1,919 Facilities Lesaka A Lesaka B Connect Asset backed CCC (6) Lesaka G & H Connect A&B Total Included in current $ - $ - $ 3,878 $ 11,841 $ - $ - $ 15,719 Included in long-term - - 4,501 - 56,151 66,815 127,467 Opening balance as of June 30, 2024 - - 8,379 11,841 56,151 66,815 143,186 Facilities utilized 116,652 54,112 2,619 5,091 11,022 - 189,496 Facilities repaid - - (3,299) (554) (60,245) (65,910) (130,008) Non-refundable fees paid 970 - - - - - 970 Non-refundable fees amortized 39 - - 21 116 32 208 Capitalized interest - - - - 5,033 - 5,033 Capitalized interest repaid - - - - (11,077) - (11,077) Foreign currency adjustment (1) (1,393) 382 (106) (54) (1,000) (937) (3,108) Closing balance as of March 31, 2025 116,268 54,494 7,593 16,345 - - 194,700 Included in current - 8,174 3,569 16,345 - - 28,088 Included in long-term 116,268 46,320 4,024 - - - 166,612 Unamortized fees (1,206) - - - - - (1,206) Due within 2 years - 10,899 2,665 - - - 13,564 Due within 3 years - 16,348 1,047 - - - 17,395 Due within 4 years 117,474 19,073 301 - - - 136,848 Due within 5 years $ - $ - $ 11 $ - $ - $ - $ 11 Interest rates as of March 31, 2025 (%): 10.81 10.71 11.75 11.95 - - Base rate (%) 7.56 7.56 11.00 11.00 - - Margin (%) 3.25 3.15 0.75 0.95 - - Footnote number (2) (3) (4) (5) (1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar. (2) Interest on Facility A and Facility B is based on the JIBAR in effect from time to time plus an initial margin of 3.25 % per annum until June 30, 2025. From July 1, 2025, the margin on Facility A will be determined with reference to the Net Debt to EBITDA Ratio, and the margin will be either (i) 3.25 %, if the Net Debt to EBITDA Ratio is greater than or equal to 2.5 times; or (ii) 2.5 %, if the Net Debt to EBITDA Ratio is less than 2.5 times. (3) Interest on Facility B is calculated based on JIBAR from time to time plus an initial margin of 3.15 % per annum until June 30, 2025. From July 1, 2025, the margin on Facility B will be determined with reference to the Net Debt to EBITDA Ratio, and the margin will be either (i) 3.15 %, if the Net Debt to EBITDA Ratio is greater than or equal to 2.5 times; or (ii) 2.4 %, if the Net Debt to EBITDA Ratio is less than 2.5 times. (4) Interest is charged at prime plus 0.75 % per annum on the utilized balance. (5) Interest is charged at prime plus 0.95 % per annum on the utilized balance. (6) Amounts presented as of June 30, 2024, have been revised, refer to Note 1 for additional information. The amount as of June 30, 2024, was incorrectly classified as long-term borrowings, instead of as current portion of long-term borrowings. Interest expense incurred under the Company’s South African long-term borrowings and included in the caption interest expense on the condensed consolidated statement of operations during the three months ended March 31, 2025 and 2024, was $ 4.4 million and $ 4.0 million, respectively. Prepaid facility fees amortized included in interest expense during the three months ended March 31, 2025 and 2024, respectively, were $ 0.1 million and $ 0.1 million, respectively. Interest expense incurred under the Company’s K2020 and CCC facilities relates to borrowings utilized to fund a portion of the Company’s merchant finance loans receivable and this interest expense of $ 0.4 million and $ 0.4 million, respectively, is included in the caption cost of goods sold, IT processing, servicing and support on the condensed consolidated statement of operations for the three months ended March 31, 2025 and 2024. (2) RMB GBF interest is set at prime less 0.50 %. Interest expense incurred under the Company’s South African short-term borrowings and included in the caption interest expense on the condensed consolidated statement of operations during the three months ended March 31, 2025 and 2024, was $ 1.8 million and $ 0.6 million, respectively. Interest expense incurred under the Company’s South African long-term borrowings and included in the caption interest expense on the condensed consolidated statement of operations during the nine months ended March 31, 2025 and 2024, was $ 3.6 million and $ 1.3 million, respectively. The Company cancelled Adumo’s overdraft arrangements on October 1, 2024, and settled Adumo’s outstanding overdraft balance of ZAR 20.0 million ($ 1.1 million) on the same day. The repayment is included in the caption repayment of bank overdraft included on the Company’s unaudited condensed consolidated statements of cash flows for the nine months ended March 31, 2025. 9. Borrowings (continued) Movement in long-term borrowings Summarized below is the movement in the Company’s long-term borrowing from as of as of June 30, 2024 to as of March 31, 2025: 9. Borrowings (continued) Movement in long-term borrowings (continued) Interest expense incurred under the Company’s South African long-term borrowings and included in the caption interest expense on the condensed consolidated statement of operations during the nine months ended March 31, 2025 and 2024, was $ 12.9 million and $ 12.1 million, respectively. Prepaid facility fees amortized included in interest expense during the nine months ended March 31, 2025 and 2024, respectively, were $ 0.2 million and $ 0.3 million, respectively. Interest expense incurred under the Company’s CCC facilities relates to borrowings utilized to fund a portion of the Company’s merchant finance loans receivable and this interest expense of $ 1.2 million and $ 1.1 million, respectively, is included in the caption cost of goods sold, IT processing, servicing and support on the condensed consolidated statement of operations for the nine months ended March 31, 2025 and 2024. The Company cancelled Adumo’s long-term borrowings arrangements on October 1, 2024, and settled Adumo’s outstanding balances of ZAR 126.7 million ($ 7.2 million) on the same day. The repayment is included in the caption repayment of long-term borrowings included on the Company’s unaudited condensed consolidated statements of cash flows for the nine months ended March 31, 2025.

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