8-K - LSAK - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ___________________________

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

            August 18, 2021

NET 1 UEPS TECHNOLOGIES, INC.(Exact name of registrant as specified in its charter)

Florida	000-31203	98-0171860
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

President Place, 4th Floor, Cnr.

            Jan Smuts Avenue and Bolton Road
         
            Rosebank, Johannesburg, South Africa
            
         \(Address of principal executive offices\) \(ZIP Code\)

Registrant’s telephone number, including area code: 011-27-11-343-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Shares	UEPS	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 18, 2021, the board of directors (the "Board") of Net 1 UEPS Technologies, Inc., a Florida corporation (the "Company"), appointed Ms. Nonkululeko Gobodo to the Board as an independent, non-executive director, effective August 18, 2021, for a term that will expire at the Company's next annual meeting of shareholders. There are no family relationships between Ms. Gobodo and any directors or officers of the Company. There have been no transactions nor are there any proposed transactions between the Company and Ms. Gobodo that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Ms. Gobodo will be entitled to compensation on the same basis as the other non-executive directors of the Company.

In connection with Ms. Gobodo's appointment to the Board, the Company has entered into (i) an independent director agreement, providing for, among other things, the terms of her services as a director, compensation and liability, and (ii) an indemnification agreement, providing her with customary indemnification, the terms of which are identical in all material respects to the agreements that the Company previously entered into with its directors, and were filed with the SEC as Exhibit 10.5 to the Company's Annual Report on Form 10-K, dated as of August 24, 2017, and Exhibit 10.32. to the Company's Annual Report on Form 10-K, dated as of August 25, 2016, respectively.

Item 7.01. Regulation FD Disclosure.

On August 18, 2021, the Company issued a press release announcing the appointment of Ms. Gobodo as described in Item 5.02 above. A copy of the Company's press release is attached hereto as Exhibit 99.1.

The information furnished herewith pursuant to Item 7.01 of this current report shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) **** Exhibits

Exhibit No.	Description
99.1	Press Release, dated August 18, 2021, issued by Net 1 UEPS Technologies, Inc.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NET 1 UEPS TECHNOLOGIES, INC.
Date: August 18, 2021	By:	/s/ Alex M.R. Smith
	Name:	Alex M.R. Smith
	Title:	Chief Financial Officer

Net 1 UEPS Technologies, Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

Exhibit 99.1

Net1 Appoints Mr. Kuben Pillay as Chairman and Ms. Nonkululeko N. Gobodo as Board member

JOHANNESBURG, South Africa, August 18, 2021. Net 1 UEPS Technologies, Inc. (NasdaqGS: UEPS; JSE: NT1) ("Net1" or the "Company") today announced that it has appointed Mr. Kuben Pillay **** as Chairman of the Board of Directors ("Board") as of August 18, 2021. Mr. Pillay has been a non-executive director since June 2020 and fills this role as a result of the untimely death of Mr. Jabu Mabuza who passed away as a result of Covid-19 complications earlier this year.

"I am truly humbled by this appointment and will continue on the strong path of renewal started by my predecessor, Jabu Mabuza, of ethical and values driven leadership, and a passion and commitment to better financial services for the underserved. I will seek to bring diverse localised management and board experience in governance, regulatory, digital, transaction processing and transformation," said Mr. Pillay.

Mr. Pillay serves on a number of South African public and private corporate boards. These include being the Chairman of Sabvest Limited, and the Lead Independent Director of the OUTsurance group of companies, and a non-executive director of Transaction Capital Limited. Mr. Pillay has previously served and retired as Chairman of the boards, of Mineworkers Investment Company (MIC), Primedia Limited and Cell C Limited.

The Company also appointed Ms. Nonkululeko N. Gobodo as an independent non-employee director to its Board as of August 18, 2021. Ms. Gobodo will chair Net1's Social and Ethics Committee and will be a member of its Audit Committee.

Ms. Gobodo is the first black female-chartered accountant in South Africa and brings a wealth of accounting and auditing experience from over 35 years of executive experience. She also has extensive experience as a non-executive director, having served on many boards including JSE listed Clicks Group Limited, PPC Limited and Shoprite Holdings Limited, as well as, Mercedes Benz, Imperial, the SA Maritime Authority, and the South Africa Revenue Service audit committee.

She is a pioneer in her field, having established her own successful accounting and audit firm during the apartheid era. The firm grew to become SizweNtsalubaGobodo ("SNG"), the largest black accounting firm in South Africa and fifth-largest overall. In 2018, SNG acquired the Grant Thornton South Africa licence. In 2016, she founded Nonkululeko Leadership Consulting, a boutique, black-owned and managed leadership consulting firm based in Sandton and served as its CEO for five years. In May 2021, she started Awakened Global, a movement that calls for Africans and women to awaken to their authentic power.

"I would like to extend a warm welcome to Nonku as she joins our company," said Mr. Pillay. "We believe that she will contribute towards strengthening the leadership of Net1 as it fulfils its mandate of providing financial services to underserviced consumers in South Africa," he concluded.

Mr. Chris Meyer, Net1's newly appointed Group CEO said, "The new appointments bring a wealth of experience as prominent business leaders across the private and public sectors in Africa, including a strong track record with corporate turnarounds and we look forward to benefiting from their guidance."

Mr. Lincoln Mali, Net1's CEO Southern Africa said, "The difficult times South Africa faces call for the best minds with both a strong corporate track record and a passion for social justice to step up to key leadership roles. These inspired new appointments will greatly assist Net1 on in its chosen path of financial inclusion, which is an important element of creating a more equitable society."

The Board also reconstituted its Board committees and the following table presents its reconstituted committees:

Director	Audit	Remuneration	Nominating and Corporate Governance	Social and Ethics	Capital Allocation
Kuben Pillay		X	X*	X
Antony C. Ball		X*	X		X*
Ian O. Greenstreet	X				X
Nonkululeko Gobodo	X			X*
Javed Hamid			X
Ali Mazanderani					X
Monde Nkosi		X			X
Ekta Singh-Bushell	X*		X	X
* Chairperson

About Net1 (www.net1.com)

Net1 is a leading financial technology company that utilizes its proprietary banking and payment technology to deliver on its mission of financial inclusion through distribution of low-cost financial and value-added services to underserved consumers and small businesses in Southern Africa, which represents a significant segment of these economies. The Company also provides transaction processing services, including being a payment processor and bill payment platform in South Africa. Net1 leverages its strategic investments to further expand its product offerings or to enter new markets.

Net1 has a primary listing on NASDAQ (NasdaqGS: UEPS) and a secondary listing on the Johannesburg Stock Exchange (JSE: NT1). Visit www.net1.com for additional information about Net1.

Investor Relations Contact: Dara Dierks

Managing Director - ICR

Email: net1IR@icrinc.com

Media Relations Contact:

Bridget von Holdt

Co-Market Leader | MD - BCW

Phone: +27-82-610-0650

Email: Bridget.vonholdt@bcw-global.com