LSAK Lesaka Technologies Inc

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	Exhibit 2.2
Execution Version

 

 

FIRST ADDENDUM TO SALE AND PURCHASE AGREEMENT

between

LESAKA TECHNOLOGIES PROPRIETARY LIMITED

LESAKA TECHNOLOGIES INC.

and

THE PARTIES LISTED IN ANNEXURE A

 

 

The Central 96 Rivonia Road	Docex 111 Sandton	www.werksmans.com
Sandton 2196 Johannesburg South Africa	Tel    +27 11 535 8000
Private Bag 10015 Sandton 2146	Fax   +27 11 535 8600

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1 PARTIES

1.1 The Parties to this First Addendum are -

1.1.1 Lesaka Technologies Proprietary Limited;

1.1.2 Lesaka Technologies Inc.; and

1.1.3 the Parties listed in Annexure A.

1.2 The Parties agree as set out below.

2 INTERPRETATION

2.1 In this First Addendum -

2.1.1 "Adumo" means Adumo (RF) Proprietary Limited, registration number 2017/540380/07, a limited liability private company duly incorporated in South Africa;

2.1.2 "Adumo ESS" means Adumo ESS Proprietary Limited, registration number 2022/371949/07, a limited liability private company duly incorporated in South Africa;

2.1.3 "CATS" means Crossfin Apis Transactional Solutions Proprietary Limited, registration number 2017/541983/07, a limited liability private company duly incorporated in South Africa;

2.1.4 "First Addendum" means this first addendum contained in this document;

2.1.5 "Parties" means the parties to this First Addendum, and "Party" shall mean any one of them;

2.1.6 "Purchaser" means Lesaka Technologies Proprietary Limited, registration number 2002/031446/07, a limited liability private company duly incorporated in South Africa;

2.1.7 "Sale Agreement" means the agreement headed "Sale and Purchase Agreement" entered into between, inter alia, the Purchaser, CATS and Adumo ESS, on or about 7 May 2024, in terms of which, inter alia, the Purchaser agreed to purchase, inter alia, all of the ordinary issued shares in Adumo from CATS and Adumo ESS; and

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2.1.8 "Signature Date" means the date on which the last Party signs this First Addendum, provided that all Parties have signed this First Addendum.

2.2 Words and phrases defined in the Sale Agreement or in the annexures to the Sale Agreement will bear the same meanings herein.

2.3 References to clauses in this First Addendum are to clauses in the Sale Agreement.

3 INTRODUCTION

3.1 The Parties have agreed to amend the Sale Agreement in terms of this First Addendum.

3.2 The Parties wish to record the amendments upon which they have agreed.

4 AMENDMENTS TO THE SALE AGREEMENT

4.1 With effect from the Signature Date, the Sale Agreement is hereby amended by:

4.1.1 the replacement of Annexure A (Sellers' Particulars) with the Annexure A attached to this First Addendum as Annexure B;

4.1.2 the replacement of clause 11.5.2 with the following new clause 11.5.2 -

"11.5.2 the Sellers (and/or Sellers' Nominees) may sell, distribute and/or transfer some or all of the Consideration Shares to the direct or indirect shareholders of the Sellers, including the Related Seller Entities, the Purchaser and Lirast (Mauritius) Company Limited (the "Sellers' Transferees") during the Lockup Period, so long as (i) such resale is conducted in accordance with the provisions of Regulation S under the U.S. Securities Act (to the extent applicable), and (ii) any such Sellers' Transferee agrees in writing, in a form satisfactory to Purchaser Holdco, to be bound by the terms of this clause 11.5 as if it were an original party hereto, and Purchaser Holdco shall use its commercially reasonable endeavours, to the extent within its control, to facilitate the transfer of the Consideration Shares to such Sellers' Transferees; and"; and

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4.1.3 the replacement of clause 16.5.1 with the following new clause 16.5.1 -

"16.5.1 furnish to its CSDP, written instructions to credit such CSDP account that each of the Sellers shall designate in writing prior to the Closing Date, with the Consideration Shares (in the amounts set out in Annexure A);".

4.2 The Parties agree, notwithstanding the provisions of clause 11.3 of the Sale Agreement, that the Cash Consideration and the Consideration Shares will be allocated and settled to the Sellers in accordance with the provisions of Annexure A of the Sale Agreement.  The Sellers agree that notwithstanding anything to the contrary in the Sale Agreement or any investigation or examination conducted, or any knowledge possessed or acquired, by or on behalf of Purchaser Holdco or the Purchaser (i) it is expressly acknowledged and agreed that the allocations between the Sellers and the other Sellers' particulars contained in Annexure A of the Sale Agreement are the sole responsibility of the Sellers, and the Purchaser and Purchaser Holdco shall be entitled to conclusively rely on Annexure A, without any obligation to investigate or verify the accuracy or correctness thereof, and (ii) in no event will the Purchaser or Purchaser Holdco have any liability to any person (including the Sellers) in connection with any claims relating to any alleged inaccuracy or miscalculations in, or otherwise relating to, the preparation or contents or the allocations between the Sellers contained in Annexure A of the Sale Agreement (including any updated version thereof delivered pursuant hereto)

5 CONFIRMATION OF LESAKA EV TO EQUITY BRIDGE

The Parties hereby confirm that, notwithstanding that the MS Excel document entitled "Lesaka EV to Equity Bridge" was not attached to the Lesaka Reference Email, the Parties have agreed and accepted that such MS Excel document was attached to the email sent by Anil Amin to, inter alia, Dean Sparrow, Grant Manicom and Paul Kent on 06 May 2024 at c.11h13 headed "Project Odyssey - Lesaka Reference Email [Dummy]", and that the MS Excel document entitled "Lesaka EV to Equity Bridge" attached to such email shall constitute the MS Excel document entitled "Lesaka EV to Equity Bridge" referred to in clause 2.1.86 of the Sale Agreement.

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6 FULFILMENT OF CONDITIONS PRECEDENT AND CLOSING DATE

The Parties, by their signature to this First Addendum, hereby confirm and agree that -

6.1 all Conditions Precedent have been timeously fulfilled or waived, and to the extent that any Condition Precedent has in fact not been fulfilled or waived, then such Condition Precedent is hereby waived in its entirety; and

6.2 notwithstanding anything to the contrary contained in the Sale Agreement, the Designated Date and the Closing Date shall be 1 October 2024.

7 SAVINGS CLAUSE

Save to the extent specifically or by necessary implication modified in or inconsistent with the provisions of this First Addendum, all of the remaining terms and conditions of the Sale Agreement shall mutatis mutandis continue in full force and effect.

8 SIGNATURE

8.1 This First Addendum is signed by the Parties on the dates and at the places indicated below.

8.2 This First Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same First Addendum as at the date of signature of the Party last signing one of the counterparts.

8.3 The persons signing this First Addendum in a representative capacity warrant their authority to do so.

8.4 The Parties record that it is not required for this First Addendum to be valid and enforceable that a Party shall initial the pages of this First Addendum and/or have its signature of this First Addendum verified by a witness.

[Remainder of page left intentionally blank. Signature pages to follow.]

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Project Odyssey First Addendum to SPA- Signature Page

 

SIGNED at Rosebank .......................... on 1 October ......................................................................................................... 2024

For and on behalf of

LESAKA TECHNOLOGIES
PROPRIETARY LIMITED

 

 

/s/ Lincoln C. Mali                               

Signature

Lincoln C. Mali                                    

Name of Signatory

Director                                                    

Designation of Signatory

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SIGNED at Dubai .......................... on 1 October ......................................................................................................... 2024

For and on behalf of

LESAKA TECHNOLOGIES INC.

 

 

/s/Naeem E. Kola                                    

Signature

Naeem E. Kola                                       

Name of Signatory

Director                                                  

Designation of Signatory

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ANNEXURE A - OTHER PARTIES

Full Names	Registration Number and Jurisdiction	Signature
Crossfin Apis Transactional Solutions Proprietary Limited	2017/541983/07 (South Africa)	SIGNED at Bedfordview on 1/10/2024   /s/ Dean Sparrow                                                               Signature     Dean Sparrow                                                                        Name of Signatory     Director                                                                             Designation of Signatory
		/s/ Paul Kent                                                                     Signature     Paul Kent                                                                         Name of Signatory     Director                                                                            Designation of Signatory
Adumo ESS Proprietary Limited	2022/371949/07 (South Africa)	SIGNED at Johannesburg on 9/30/2024   /s/ Paul Kent                                                                       Signature     Paul Kent                                                                               Name of Signatory     Director                                                                                Designation of Signatory
Adumo (RF) Proprietary Limited	2017/540380/07 (South Africa)	SIGNED at Johannesburg on 9/30/ 2024   /s/ Paul Kent                                                                           Signature     Paul Kent                                                                                Name of Signatory     Director                                                                                  Designation of Signatory

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Full Names	Registration Number and Jurisdiction	Signature
Crossfin SPV 1 Proprietary Limited	2021/704220/07 (South Africa)	SIGNED at Bedfordview on 1/10/2024   /s/ Dean Sparrow                                                                      Signature     Dean Sparrow                                                                          Name of Signatory     Director                                                                                     Designation of Signatory
		/s/ Nicolas Smalle                                                                      Signature     Nicolas Smalle                                                                           Name of Signatory     Director                                                                                      Designation of Signatory

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ANNEXURE B - SELLERS' PARTICULARS

Full Names	Registration Number and Jurisdiction	Designated Bank Account		Sale Shares	Sellers' Proportions	Consideration Shares to be issued to the Seller	Cash Consideration payable to the Seller	Physical Address	Email Address
Crossfin Apis Transactional Solutions Proprietary Limited	2017/541983/07	Account Holder:	Crossfin Apis Transactional Solutions (Pty) Ltd	990,018 ordinary no par value shares	97.28%	16,876,224	R227,934,591.00	Office 2-15 Workshop 17 The Bank 24 Cradock Avenue Rosebank 2196	XXX
		Bank:	XXX
		Branch:	XXX	182,716 ordinary shares (previously 182,716 class "B" preference shares)
	South Africa	Branch Code: / Swift Code	Branch code XXX Swift Code XXX
		Account Number:	XXX	160,082 class "C" preference shares
		Reference:	Sale of Adumo / Odyssey

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Full Names	Registration Number and Jurisdiction	Designated Bank Account		Sale Shares	Sellers' Proportions	Consideration Shares to be issued to the Seller	Cash Consideration payable to the Seller	Physical Address	Email Address
Adumo ESS Proprietary Limited	2022/371949/07	Account Holder:	Crossfin Apis Transactional Solutions (Pty) Ltd	37,218 ordinary shares	2.72%	403,579	R4,223,831.00	3 Muswell Road Wedgewood Office Block Block E and C Bryanston Gauteng 2191	XXX
		Bank:	XXX
		Branch:	XXX
	South Africa	Branch Code: / Swift Code	Branch code XXX Swift Code XXX
		Account Number:	XXX
		Reference:	Odyssey Adumo ESS
Crossfin SPV 1 Proprietary Limited (being made a party to the Agreement for purposes of binding it to clauses 4.1.18 and 4.5)	2021/704220/07	Not Applicable		Not Applicable	Not Applicable	Not Applicable	Not Applicable	Office 2-15 Workshop 17 The Bank 24 Cradock Avenue Rosebank 2196	XXX
	South Africa

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Facility letter no: CM/01/LesakaBridge/2024

30 September 2024

The Directors

Lesaka Technologies Proprietary Limited

6th Floor

President Place
Corner Jan Smuts & Bolton Roads
Rosebank
Attention: Naeem Kola, Group Chief Financial Officer

FACILITY

FIRSTRAND BANK LIMITED (Reg. No. 1929/001225/06) (acting through any of its business units or divisions) ("the Bank"), has pleasure in offering, Lesaka Technologies Proprietary Limited (Reg. No. 2002/031446/07) ("the Borrower") a credit facility ("the Facility") , subject to the terms and conditions set out in this Facility Letter and the, being Version GTC0118S ("the GTC's").

1 FACILITIES

1.1. Short Term Direct

Borrower: Lesaka Technologies Proprietary Limited

Facility Amount: ZAR665,000,000

Utilisation: General Banking Products

Term of Facility: Subject to the fulfilment of the Conditions Precedent and save if an Event of Default or a breach of any of the terms and conditions of this Facility Letter occurs, the date of fulfilment of the Conditions Precedent until 13 December 2024 ("the Final Maturity Date").

2. TERMS AND CONDITIONS APPLICABLE TO THE FACILITY

2.1. The provisions of the GTC's is incorporated herein and shall apply to the Facility and its utilisation.

2.2. Utilisation of the Facility may be also subject to the Borrower being required to conclude further agreement(s) and/or document(s) ("Transaction Annexure/s").

2.3. Any inconsistency between the provisions of this Facility Letter, the GTC's and/or a Transaction Annexure will be resolved by applying the following (descending) order of preference:

2.3.1. a/the Transaction Annexure/s;

2.3.2. this Facility Letter;

2.3.3. the GTC's

CORPORATE AND INVESTMENT BANKING

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2.4. Words and phrases defined in the GTC's shall bear the same meaning assigned to them when used in this Facility Letter, unless the contrary is indicated.

3. SPECIAL TERMS

3.1. The Facility will be made available for drawdown after fulfilment of the Conditions Precedent (as defined below) for a period of 10 (ten) Business Days ("Availability Period") and will be cancelled if not drawn by the end of the Availability Period.

3.2. The Outstanding Balance shall be repaid in full on the Final Maturity Date.

3.3. Amounts repaid under the Facility will not be available for redraw.

3.4. The granting of the Facility is subject to the fulfilment of the following conditions precedent:

3.4.1. The Borrower to provide the Bank with a pro-forma net leverage calculation (calculated on the same basis as contemplated in the Borrowers existing funding arrangements with the Bank) , taking into account the Facility Amount referred to in clause 1.1 above;

3.4.2. Execution of the Facility Letter and GTC's to the satisfaction of the Bank;

3.4.3. Evidence (in form and substance satisfactory to the Bank) that the Share Purchase Agreement concluded between inter alia the Borrower and Adumo (RF) Proprietary) Limited ("Adumo") has been entered into and has become unconditional in accordance with its terms ("the Adumo SPA");

3.4.4. The Bank to be provided with a signed copy of the agreement in terms whereof Investec Bank Limited undertakes to release all the collateral it holds to secure the facilities granted to or preference shares issued by Adumo and its subsidiaries, upon settlement of such facilities and/or voluntary redemption of such preference shares ("the Release Agreement");

3.4.5. The Bank to be provided with acceptable copies of the Borrower's board and shareholder resolutions providing the necessary constitutional consents (including without limitation as envisaged in section 45 of the Companies Act) as may be required in respect of entering into of this Facility Letter, the Release Agreement and any other agreements referenced in the Release Agreement;

3.4.6. The Borrower to provide the Bank with all documentation required by the Bank in terms of the Financial Intelligence Centre Act no. 38 of 2001 (as amended) to comply with "Know Your Client" requirements; and

3.4.7. The Borrower and the Bank have entered into a fee letter regulating inter alia the fees referred to in clause 4.2.2 below ("the Fee Letter"),

(collectively referred to herein as the "Conditions Precedent").

3.5. The Facility may only be used to make the following payments -

3.5.1. in an amount of up to ZAR232,158,422 to the sellers as set out in the Adumo SPA (which amount constitutes the cash portion of the consideration payable in terms of the SPA ("the Adumo SPA Cash Payment");

3.5.2. in an amount of ZAR7,575,050 to the Bank in terms of the Fee Letter ("the Fee Letter Payment");

3.5.3. in the amount notified by Investec Bank Limited ("IBL") to Adumo and the Borrower in terms of the Release Agreement ( "the Investec Payment");

3.5.4. in an amount of up to ZAR207,232,238 to Crossfin Holdings Proprietary Limited ("Crossfin Holdings") in terms of the share purchase agreement concluded between Crossfin Holdings and the Borrower (such payment the "the Crossfin Holdings Payment" and the agreement the "Crossfin Holdings SPA"); and

3.5.5. in an amount of up to ZAR70,000,000 to cover transaction costs incurred in connection with the acquisition of Adumo.

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3.6 The Borrower shall only be entitled to -

3.6.1 make the payments referred to above once the Crossfin Holdings SPA has been executed by the parties thereto and the addendum to the Adumo SPA (each dated on 1 October 2024) have been executed by the Parties thereto;

3.6.2 make the Fee Letter Payment and the Investec Payment by executing irrevocable payment instructions as envisaged in each of the Fee Letter and the Release Agreement (pursuant to which the Bank is irrevocably instructed to make those payments on behalf of the Borrower;

3.6.3 make the Investec Payment once all of the conditions precedent contained in the Release Agreement have been fulfilled or waived; and

3.6.4 make the Crossfin Holdings Payment once Crossfin Holdings holds the shares which will be sold in terms of the Cross Holdings SPA.

4. PRICING AND FEES

4.1. Pricing (including applicable interest rates, commitment fees and other pricing) will be in accordance with the Bank's usual fees in force from time to time, save to the extent that the Bank and the Borrower have agreed otherwise in terms of a written pricing schedule, fee letter or agreement.

4.2. The initial pricing on the Short Term Direct Facility set forth in clause 1.1 will be as set out below, but subject to the Banks annual pricing review:

4.2.1.Interest Rate:  Prime Rate + 1.80%.

Where "Prime Rate" means the interest rate from time to time published by the Bank as being its prime overdraft rate, calculated on a 365 (three hundred and sixty- five) day year irrespective of whether the applicable year is a leap year, as certified by any manager of the Bank, whose appointment and designation need not be proven.

Interest will be levied at the Interest Rate and compounded monthly. Interest shall be calculated on the daily Outstanding Balance, payable monthly in arrears.

4.2.2.Upfront Fee: Payable in terms of the Fee Letter.

Commitment Fee effective date: where a commitment fee is payable on the Facility in accordance with the terms of this Facility Letter or a separate Pricing Letter, such fee is effective and payable from the date the Bank makes the Facility available to the Borrower. This applies equally to any increase, temporary increase or seasonal increase and temporary facility which the Bank may make available.

5. ACCEPTANCE

Although the Bank intends to review the Facility annually, the Bank may conduct the review at any time.

This Facility Letter, if accepted, will be in substitution of and not in addition to all previous Facility Letters provided to the Borrower.

Please acknowledge your agreement to the above by signing the two originals of this Facility Letter and initialling the GTC's and returning one of each to us. You should retain the other duplicate original for yourself.

We thank you for your support and look forward to conducting business with you in future.

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Yours faithfully

For and behalf of: FirstRand Bank Limited (acting through its Rand Merchant Bank division).

Wally Laurens		Gerard Jagga
Full name of duly authorised signatory		Full name of duly authorised signatory
Transactor		Sector Head
Capacity / Office		Capacity / Office
/s/ Wally Laurens		/s/ Gerard Jagga
Signature (who warrants his/her authority)		Signature (who warrants his/her authority)

 

We hereby accept the offer on the terms and conditions set forth in this Facility Letter and the GTC's referred to in 2 above.

 

Accepted at

Rosebank

this

30th

day of

September

2024

For and on behalf of: Lesaka Technologies Proprietary Limited (Reg. No. 2002/031446/07)

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Exhibit 10.2

SALE OF SHARES AGREEMENT
("Agreement")

1 PARTIES AND INTERPRETATION

1.1 The parties to this Agreement ("Parties") are Lesaka Technologies Proprietary Limited (registration number 2002/031446/07) (or its nominee as contemplated in clause 5 below) ("Purchaser") and Crossfin Holdings (RF) Proprietary Limited (registration number 2021/704193/07) ("Seller").

1.2 In this Agreement, unless otherwise specifically defined herein or the context clearly indicates otherwise, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings -

1.2.1 "Adumo ESS" means Adumo ESS Proprietary Limited, registration number 2022/371949/07, a limited liability private company duly incorporated in South Africa;

1.2.2 "AFSA" means the Arbitration Foundation of Southern Africa;

1.2.3 "CATS" means Crossfin Apis Transactional Solutions Proprietary Limited, registration number 2017/541983/07, a limited liability private company duly incorporated in South Africa;

1.2.4 "Closing Date" means the first business day after the Sale Shares are registered in the name of the Seller, or such other date as may be agreed between the Parties;

1.2.5 "Company" means Lesaka Technologies, Inc., IRS Employer Identification Number 98-0171860, a corporation duly incorporated in accordance with the laws of the State of Florida, United States of America, which shares of common stock are publicly traded on the NASDAQ (NASDAQ share code: LSAK) and Johannesburg Stock Exchange (JSE share code: LSK);

1.2.6 "Conditions Precedent" means the suspensive conditions contained in clause 3.1;

1.2.7 "CSDP" means Central Securities Depositary Participant;

1.2.8 "Designated Account" means the Seller's CSDP cash account held with JSE Investor Services, the details of which are set out below, -

1.2.9 "Purchase Consideration" means ZAR207,232,238;

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1.2.10 "Purchaser's CSDP Account" means the Purchaser's CSDP account held with JSE Investor Services, the details of which are set out below, -

1.2.11 "Sale Agreement" means the agreement headed "Sale and Purchase Agreement" entered into between, inter alia, CATS and Adumo ESS, the Purchaser and the Company on or about 7 May 2024, in terms of which, inter alia, the Purchaser agreed to purchase, inter alia, all of the ordinary issued shares in Adumo (RF) Proprietary Limited from CATS and Adumo ESS, as amended from time to time;

1.2.12 "Sale Shares" means 2,601,410 Shares held by the Seller earmarked for sale under this Agreement; 

1.2.13 "SEC" means the U.S. Securities and Exchange Commission;

1.2.14 "Share" means one share of common stock, with a par value of USD0.001 per share, in the Company;

1.2.15 "Signature Date" means the date of signature of this Agreement by the Party last signing, provided that both parties have signed this Agreement;

1.2.16 "South Africa" means the Republic of South Africa; and

1.2.17 "U.S. Securities Act" means the U.S. Securities Act of 1933, as amended.

1.3 In this Agreement "days" shall be construed as calendar days unless qualified by the word "business", in which instance a "business day" will be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time.

1.4 Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.

2 INTRODUCTION

2.1 On the Closing Date, the Seller will be the owner of the Sale Shares.

2.2 The Purchaser wishes to purchase the Sale Shares from the Seller and the Seller has agreed to sell the Sale Shares to the Purchaser with effect from the Closing Date, on the terms and subject to the condition herein contained.

3 CONDITIONS PRECEDENT

Save for clauses 1 to 3 (both inclusive) and clauses 5 to 12 (both inclusive) all of which will become effective immediately, this Agreement is subject to the fulfilment of the Conditions Precedent that:

3.1 the Purchaser has delivered a letter to the Seller in terms of which the Purchaser undertakes, inter alia, (i) to draw down on a credit approved debt facility made available by RMB to fund the Purchase Consideration (ii) that such funding will be deposited into the Purchaser's CSDP Account and will only be applied to discharge the Purchase Consideration; and (iii) to instruct its CSDP to transfer such amount to the Seller on the Closing Date;

3.2 the Sale Agreement has become unconditional in accordance with its terms (save for any condition requiring this Agreement to become unconditional); and

3.3 the Sale Shares have been registered in the name of the Seller (per a copy of a written confirmation by the Seller's CSDP made available to the Parties).

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4 SALE AND CLOSING

4.1 With effect from the Closing Date, the Seller hereby sells the Sale Shares to the Purchaser, which hereby purchases the Sale Shares at the Purchase Consideration, as one composite and indivisible transaction.

4.2 Prior to 12h00 on the Closing Date, the Seller will provide its CSDP with written, irrevocable instructions to transfer the Sale Shares to the Purchaser's CSDP Account from the Seller's CSDP Account.

4.3 Prior to 12h00 on the Closing Date, the Purchaser shall procure payment of the full Purchase Consideration by the Purchaser's CSDP to the Seller into the Seller's Designated Account, by way of electronic funds transfer of immediately available funds, free of any set-off, withholding or deductions of any nature whatsoever.

4.4 The Purchaser shall be liable for all securities transfer tax payable in terms of the Securities Transfer Tax Act No. 25 of 2007 in respect of the transfer of the Sale Shares, and the Purchaser shall procure that all such securities transfer tax payable is paid by the Purchaser's CSDP.

5 PURCHASER NOMINEE

5.1 Lesaka Technologies Proprietary Limited shall have the right, by delivering written notice to that effect to the Seller ("Nomination Notice"), at any time prior to the implementation of clause 4, to nominate (i) any third party which will purchase the Sale Shares (provided that such nominee is not located in the United States of America and is not a U.S. person) or (ii) the Company which will repurchase the Sale Shares ("Nominated Purchaser") from the Seller, provided that appropriate proof of funding has been provided by the Nominated Purchaser.

5.2 With effect from the date of the Nomination Notice, the Nominated Purchaser, by confirming in writing its (i) acceptance of the nomination and (ii) adherence to this Agreement (which shall be delivered to the Seller prior to the implementation of clause 4, shall assume all of the Purchaser's rights and perform all of the Purchaser's obligations set out in this Agreement. The Nominated Purchaser shall accordingly be bound by the relevant terms of this Agreement in place of the Purchaser as if it had entered into this Agreement as the Purchaser on the Signature Date.

6 U.S. SECURITIES ACKNOWLEDGEMENTS

6.1 The Purchaser understands that the Sale Shares have not been registered under the U.S. Securities Act by reason of a specific exemption from the registration provisions of the U.S. Securities Act which depends upon, among other things, the accuracy of the Purchaser's representations as expressed herein. The Purchaser understands that the Sale Shares are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser may have to hold such shares indefinitely unless they are registered with the SEC and, to the extent applicable, qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the shares and on requirements relating to the Company which are outside of the Purchaser's control.

6.2 The Purchaser understands that the Sale Shares may be notated with one or all of the following legends:

6.2.1 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO TIME, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER FROM TIME TO TIME IN EFFECT (THE "SECURITIES ACT") AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

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6.2.2 THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD TO A U.S. PERSON OR INTO THE UNITED STATES FOR A PERIOD OF SIX (6) MONTHS FROM OCTOBER 1, 2024, OR SUCH EARLIER DATE AS PERMITTED BY REGULATION S, AND MAY ONLY BE SOLD AFTER SUCH DATE IN ACCORDANCE WITH REGULATION S, ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT INCLUDING, WITHOUT LIMITATION AND TO THE EXTENT AVAILABLE, RULE 144 THEREUNDER OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT.

7 WARRANTIES

7.1 The Seller hereby gives to and in favour of the Purchaser only the warranties set out below, and no others. Save for these warranties, the Sale Shares are sold on a voetstoots basis, with no further warranties or representations, or term as to fitness for any purpose, express or implied, being given by the Seller to the Purchaser. The warranties in respect of the Sale Shares are that, as at the Closing Date, prior to the implementation of this Agreement: (i) the Seller is the sole beneficial owner of the Sale Shares, is reflected as the sole registered holder thereof in the securities register of the Company and is entitled to dispose of the Sale Shares; and (ii) no other party has any claim to or over or in respect of the Sale Shares, nor are they encumbered in any way.

7.2 Each of the Parties hereby warrants to and in favour of the other that as at the Signature Date and the Closing Date: (i) it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; and (ii) this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms.

8 PUBLICITY

8.1 Subject to clause 8.3, each Party undertakes to keep confidential and not to disclose to any third party, save as may be required in law (including by the rules of any recognised securities exchange, where applicable) or permitted in terms of this Agreement, the nature, content or existence of this Agreement and any and all information given by a Party to the other Party pursuant to this Agreement.

8.2 No public announcements of any nature whatsoever will be made by or on behalf of a Party relating to this Agreement without the prior written consent of the other Party, save for any announcement or other statement required to be made in terms of the provisions of any law or by the rules of any recognised securities exchange, in which event the Party obliged to make such statement will first consult with the other Party in order to enable the Parties in good faith to attempt to agree the content of such announcement, which (unless agreed) must go no further than is required in terms of such law or rules. This will not apply to a Party wishing to respond to any other Party which has made an announcement of some nature in breach of this clause 8.

8.3 This clause 8 shall not apply to any disclosure made by a Party to its professional advisors or consultants or to any of its bankers, financiers or potential financiers or to any potential investor in the Company or in any business of the Company, provided that they have agreed to the same confidentiality undertakings, or to any judicial or arbitral tribunal or officer, in connection with any matter relating to this Agreement or arising out of it.

9 BREACH

9.1 If a Party ("Defaulting Party") commits any breach of this Agreement and fails to remedy such breach within 10 business days ("Notice Period") of written notice requiring the breach to be remedied, then the Party giving the notice ("Aggrieved Party") will be entitled, at its option -

9.1.1 to claim immediate specific performance of all or any of the Defaulting Party's obligations under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance; or

9.1.2 subject to clause 9.4, to cancel this Agreement, with or without claiming damages, in which case written notice of the cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the giving of the notice. No Party shall be entitled to cancel this Agreement unless the breach is a material breach. A breach will be deemed to be a material breach if -

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9.1.2.1 it is capable of being remedied, but is not so remedied within the Notice Period; or

9.1.2.2 it is incapable of being remedied and payment in money will compensate for such breach but such payment is not made within the Notice Period.

9.2 The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the Court specifically determines that such scale shall not apply, in which event the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale.

9.3 The Aggrieved Party's remedies in terms of this clause 9 are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law.

9.4 Notwithstanding the aforegoing, after the Closing in full of the sale in accordance with clause 4, neither of the Parties will have the right to cancel this Agreement.

10 DISPUTES

10.1 Without Prejudice Negotiations

If a dispute arises out of, or in connection with, this Agreement, the Parties to the dispute agree that they shall immediately meet on an informal and "without prejudice" basis, with a view to exploring a possible resolution of the dispute. A "without prejudice" meeting of the sort contemplated in this clause 10.1 will occur within five days of any one of the Parties to the dispute addressing a written communication to the other Party/ies to the dispute identifying (in broad outline) the dispute. All such meetings will occur at a neutral venue in Sandton, selected by the Party who first calls for the "without prejudice" meeting. The Parties' representatives will have the authority to negotiate and conclude a settlement of such dispute.

10.2 Non-Binding Mediation as a Prelude to Arbitration

10.2.1 If the Parties are not able to resolve the dispute referred to in clause 10.1 within 10 days of same being declared (or within any agreed in writing extended period), including because they were not able to meet during such time period, then and in such event the Parties shall submit the dispute to non-binding mediation.

10.2.2 In this regard, the Parties shall, by agreement in writing, nominate two senior representatives of each of the Parties to the dispute to act as the mediators who will not have any right or entitlement to issue an award and/or decision.

10.2.3 If the Parties cannot reach agreement on the identity of the mediators, then and in such event the chair of the Johannesburg Bar Council (or its successor) will nominate the two mediators. The mediators shall be obliged to comply with the provisions of clause 10.3 below in conducting the mediation process.

10.3 Framework of Approach by Mediators

10.3.1 The mediators will -

10.3.1.1 be entitled to communicate and meet with any of the Parties, either in the presence of the other Parties or in private;

10.3.1.2 not disclose any information furnished in confidence by any one of the Parties to them to any other Party without the prior written consent of the Party that furnished the information;

10.3.1.3 act impartially and will be advised to disclose to the Parties to the mediation any relationship or dealings that it (the mediator) may have had (whether with any one or other of the Parties or otherwise) that may impact on or may be perceived by any one or other of the Parties to impact on his ability to act impartially and facilitate a resolution of the dispute; and

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10.3.1.4 be entitled to direct the Parties (but only in writing) to continue the mediation where they are of the view that such continued process has a reasonable and realistic prospect of being successful.

10.3.2 All communications made by the Parties to the mediators and to each other during or in connection with the mediation process are made without prejudice to any rights that such Parties may have, and form part of bona fide settlement negotiations.

10.3.3 The Parties shall keep the mediation proceedings and any certification made by the mediators (if any) confidential.

10.3.4 The mediators will not be compelled by any of the Parties to disclose any fact learnt by him in the course of the mediation, and the Parties irrevocably waive their rights (if any) to require the mediators to testify regarding what transpired in, or in connection with, the mediation.

10.4 Arbitration

10.4.1 Save as expressly otherwise provided in this Agreement, any dispute arising out of or in connection with this Agreement, including any dispute as to its existence, validity, enforceability or termination, that is not resolved in accordance with clauses 10.1 and 10.2 above shall be finally resolved in accordance with the applicable rules of the Arbitration Foundation of Southern Africa (or its successor-in-title) ("AFSA"), as determined by AFSA, provided that the rules for expedited arbitrations shall not apply unless the parties to the dispute agree otherwise in writing. The dispute shall be resolved by an arbitrator appointed by AFSA. If AFSA determines that the AFSA Commercial Rules are applicable, there shall be no right of appeal as provided for in article 22 of such rules.

10.4.2 The seat of the arbitration shall be Sandton, South Africa.

10.4.3 The language to be used in the arbitral proceedings shall be English.

10.4.4 The arbitration shall be held in private and, without derogating from any confidentiality provisions in this Agreement, the confidentiality provisions of section 11(2) of the International Arbitration Act No. 15 of 2017 shall apply as if the arbitration were an international arbitration, as contemplated in that Act.

10.4.5 Notwithstanding anything to the contrary contained in this clause 10, any party to the dispute shall be entitled to obtain interim relief on an urgent basis from any competent court having jurisdiction.

10.4.6 For the purposes of 10.4.5 and for the purposes of having any award made by the arbitrator being made an order of court, each of the Parties hereby submits itself to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Local Division, Johannesburg and any other court having jurisdiction.

10.4.7 Notwithstanding any other provision of this Agreement to the contrary, the Parties shall equally share the costs of the mediators and/or the arbitrator appointed in accordance with the provisions of this 10, unless the arbitrator determines otherwise.

10.5 This 10 is severable from the other provisions of this Agreement and shall remain in full force and effect notwithstanding any termination, cancellation, invalidity, unenforceability or unlawfulness of this Agreement, or any part thereof.

11 NOTICES AND DOMICILIA

The Parties select as their respective domicilia citandi et executandi the following addresses, for the purposes of giving or sending any notice provided for or required under this Agreement, -

11.1 the Seller (marked for the attention of Dean Sparrow, Laura Cowan and David Bryant) - Office 2-15 Workshop 17, The Bank 24 Cradock Avenue, Rosebank, 2196, XXX; and

11.2 the Purchaser (marked for the attention of Steven Heilbron and Naeem Kola) - 6^th Floor, President Place, Corner Jan Smuts & Bolton Roads, Rosebank, XXX.

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12 GENERAL

12.1 This Agreement constitutes the whole of the agreement between the Parties relating to the matters dealt with herein, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on any of the Parties.

12.2 No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties.

12.3 The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.

12.4 The persons signing this Agreement in a representative capacity warrant their authority to do so. This Agreement may be executed in counterparts (including electronic signatures) each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts.

12.5 Any reference in this Agreement to writing and signed by a Party shall, notwithstanding anything to the contrary in this Agreement, be read and construed as including an electronic signature, with any electronic signature or advanced electronic signature, as defined in the Electronic Communications and Transactions Act, No. 25 of 2002, constituting a signature. The Parties specifically agree for purposes of this Agreement that the form of electronic signature acceptable to them will be one which is made on the document requiring signature by a duly authorised signatory using digital software or an electronic device, and will include the signatory's initials and full name and/or a signature which replicates that signatory's wet signature.

12.6 This Agreement will in all respects be governed by and construed under the laws of the Republic of South Africa.

12.7 Subject to clause 10, the Parties hereby consent and submit to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Local Division, (Johannesburg) in any dispute arising from or in connection with this Agreement.

[Remainder of page left intentionally blank. Signature pages to follow.]

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SIGNED at Rosebank on 1 October 2024

	For and on behalf of
	LESAKA TECHNOLOGIES PROPRIETARY LIMITED
	/s/ Lincoln C. Mali
	Signature
	Lincoln C. Mali
	Name of Signatory
	Director
	Designation of Signatory

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SIGNED at Bedfordview on 1 October 2024

	For and on behalf of
	CROSSFIN HOLDINGS (RF) PROPRIETARY LIMITED
	/s/ Dean Sparrow
	Signature
	Dean Sparrow
	Name of Signatory
	Director
	Designation of Signatory

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Exhibit 99.1

Lesaka completes the acquisition of Adumo, cementing its position as the leading independent fintech in Southern Africa

JOHANNESBURG, October 2, 2024 - Lesaka Technologies, Inc. ("Lesaka" or the "Company") (Nasdaq: LSAK; JSE: LSK) today announced it has completed its acquisition of Adumo RF (Pty) Ltd ("Adumo"). The transaction was settled through the issuance of 17,279,803 shares of Lesaka's common stock and a cash payment ZAR 232.2 million ($13.4 million), implying a total purchase consideration of ZAR 1.67 billion ($96.2 million) using Lesaka's October 1, 2024, closing price on the Johannesburg Stock Exchange of ZAR 83.05 per share. All amounts in this release have been translated to U.S. dollars at the October 1, 2024, closing exchange rate of $1: ZAR 17.34.

The acquisition of Adumo, South Africa's largest independent payments processor with over 20 years' experience in payment solutions, reinforces Lesaka's position as natural consolidator of Southern African fintech. The acquisition enhances the Company's strengths in both its consumer and merchant markets and follows the successful integration of the Connect and Kazang businesses and the recent acquisition of Touchsides.

Lesaka CEO Southern Africa Lincoln Mali said: "The Adumo transaction is an exciting addition to the Lesaka story. It significantly enhances our technology platform, adding customers, solutions, and meaningful scale. Lesaka's full-service fintech platform will serve 1.7 million active consumers, 120 000 merchants, and process over ZAR 270 billion in throughput (ZAR 45 billion card, ZAR 105 billion VAS and ZAR 120 billion cash) per year in our connected ecosystem as we facilitate the digitization of commerce in our markets . The Group will have over 3 300 employees operating on the ground in 5 countries: South Africa, Namibia, Botswana, Zambia, and Kenya.

I would like to extend a warm welcome to all the Adumo employees, as well as Adumo Chief Executive Paul Kent who joins our executive leadership team. Paul will take responsibility for our merchant pillar. I would also like to welcome Crossfin Chief Executive Dean Sparrow who joins our board as a non-executive director and our new shareholders - Apis Growth Fund I and African Rainbow Capital, the largest shareholder of Crossfin."

Adumo CEO Paul Kent said: "We are thrilled to be joining the Lesaka group, creating a Southern African fintech of significant scale, with leading positions in several verticals and sectors. Our businesses are a natural fit with the combined solution set, distribution network and technologies positioning us perfectly to take advantage of the digitization across our economy. We continue to innovate and expand the holistic suite of products and services offered to our merchants in solving for their pain points."

Steve Heilbron, Head of Corporate Development at Lesaka added: "This is an exciting day for us and for the customers that we serve. Bringing the Adumo business into the fold is a landmark transaction for Lesaka. The acquisition materially broadens our product offering to our customers and deepens our penetrations in both the merchant and consumer segments. This will accelerate our growth profile. The combined scale and solutions of our fintech platform significantly enhances our ability to innovate and disrupt as well as providing a beachhead into new markets opportunities. There is a strong alignment of culture and values between Lesaka and Adumo, we look forward to integrating our teams. I would also like to take this opportunity to welcome Paul Kent, to Lesaka. We are very excited to have him and his team on board."

Purchase of shares from indirect Adumo shareholders

In fulfilment of one of the conditions of the transaction, Lesaka has agreed to purchase 2,601,410 shares of its common stock, through a wholly owned subsidiary, for ZAR 207.2 million ($12.0 million), or ZAR 79.66 per shares, to provide cash liquidity to a group of indirect Adumo shareholders who were unable to receive Lesaka shares under their investment mandates. The purchase is expected to complete in early October 2024.

About Adumo

Adumo is South Africa's largest independent payments processor with over 20 years of experience, delivering integrated payment solutions that simplify transactions for businesses of all sizes. Adumo serves approximately 23,000 active merchants with operations across South Africa, Namibia, Botswana and Kenya. For more than two decades, Adumo has facilitated physical and online commerce between retail merchants and end-consumers by offering a unique combination of payment processing and integrated software solutions, which currently include embedded payments, integrated payments, reconciliation services, merchant lending, customer engagement tools, card issuing program management and data analytics.

Adumo operates across three businesses, which provide payment processing and integrated software solutions to different end markets:

• The Adumo Payments business offers payment processing, integrated payments and reconciliation solutions to small and medium ("SME") merchants in South Africa, Namibia and Botswana, and also provides card issuing program management to corporate clients such as Anglo American and Coca-Cola;

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• The Adumo ISV business, also known as GAAP, has operations in South Africa, Botswana and Kenya, and clients in a further 21 countries, and is the leading provider of integrated point-of-sales software and hardware to the hospitality industry in Southern Africa, serving clients such as KFC, McDonald's, Pizza Hut, Nando's and Krispy Kreme; and,
• The Adumo Ventures business offers online commerce solutions (Adumo Online), cloud-based, multi-channel point-of-sales solutions (Humble) and an aggregated payment and credit platform for in-store and online commerce (SwitchPay) to SME merchants and corporate clients in South Africa and Namibia.

Adumo generates the majority of its revenue from per transaction fees that are calculated as a percentage of transaction value, and software-as-a-service ("SaaS") subscription fees charged to merchants. As of June 30, 2024, Adumo employed approximately 950 employees throughout Southern Africa.

About Lesaka (www.lesakatech.com)

Lesaka Technologies, (Lesaka™) is a South African Fintech company driven by a purpose to provide financial services and software to Southern Africa's underserviced consumers (B2C) and merchants (B2B), improving people's lives and increasing financial inclusion in the markets in which we operate. We offer a wide range of solutions including transactional accounts (banking), lending, insurance, cash management solutions, card acceptance, supplier payments, software services and bill payments. By providing a full-service fintech platform in our connected ecosystem, we facilitate the digitization of commerce in our markets.

Lesaka has a primary listing on NASDAQ (NasdaqGS: LSAK) and a secondary listing on the Johannesburg Stock Exchange (JSE: LSK). Visit www.lesakatech.com for additional information about Lesaka Technologies (Lesaka ™).

Forward-Looking Statements

This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases such as "expects," "estimates," "projects," "believes," "anticipates," "plans," "could," "would," "may," "will," "intends," "outlook," "focus," "seek," "potential," "mission," "continue," "goal," "target," "objective," derivations thereof, and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. In this press release, statements relating to future financial results and future financing and business opportunities are forward-looking statements. Additional information concerning factors that could cause actual events or results to differ materially from those in any forward-looking statement is contained in our Form 10-K for the fiscal year ended June 30, 2024, as filed with the SEC, as well as other documents we have filed or will file with the SEC. We assume no obligation to update the information in this press release, to revise any forward-looking statements or to update the reasons actual results could differ materially from those anticipated in forward-looking statements.

Investor Relations Contact:

Phillipe Welthagen

Email: phillipe.welthagen@lesakatech.com

Mobile: +27 84 512 5393

Media Relations Contact:

Ian Harrison

Email: Ian@thenielsennetwork.com

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v3.24.3

Document and Entity Information Document	Sep. 30, 2024
Document Information [Line Items]
Document Type	8-K
Document Creation Date	Sep. 30, 2024
Document Period End Date	Sep. 30, 2024
Amendment Flag	false
Entity Registrant Name	Lesaka Technologies, Inc.
Entity Address, Address Line One	President Place, 4th Floor, Cnr.
Entity Address, Address Line Two	Jan Smuts Avenue and Bolton Road
Entity Address, City or Town	Rosebank, Johannesburg
Entity Address, Country	ZA
Entity Address, Postal Zip Code
Entity Incorporation, State Country Name	FL
City Area Code	11
Region code of country	27
Local Phone Number	343-2000
Entity File Number	000-31203
Entity Central Index Key	0001041514
Entity Emerging Growth Company	false
Entity Tax Identification Number	98-0171860
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares
Trading Symbol	LSAK
Security Exchange Name	NASDAQ

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