Net 1 UEPS Technologies, Inc.: Exhibit 10.36 - Filed by newsfilecorp.com






Exhibit 10.36 

 

 

FIRST ADDENDUM TO SUBSCRIPTION AGREEMENT 

between 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY
LIMITED 

and 

BLUE LABEL TELECOMS LIMITED 

 

 

 




1 

	1 	
      PARTIES




	1.1 	
      The Parties to this Agreement are
–




	1.1.1 	
      Net1 Applied Technologies South Africa Proprietary
      Limited; and

	 	 
	1.1.2 	
      Blue Label Telecoms Limited.




	1.2 	
      The Parties agree as set out
below.




	2 	
      INTERPRETATION



In this Addendum - 

	2.1 	
      "Addendum" means this addendum
agreement;

	 	 
	2.2 	
      "Agreement" means the subscription agreement
      entered into between the Parties on 4 October 2016 relating to the
      Subscription by Net1 Applied Technologies South Africa Proprietary Limited
      for 117,924,528 (one hundred and seventeen million nine hundred twenty
      four thousand five hundred and twenty eight) ordinary shares in Blue Label
      Telecoms Limited for an aggregate subscription price of R2,000,000,000.00
      (two billion rand);

	 	 
	2.3 	
      "Parties" means the parties to this Addendum;
      and

	 	 
	2.4 	
      words and phrases defined in the Agreement will bear the
      same meanings herein.




	3 	
      VARIATION OF AGREEMENT




	3.1 	
      The Agreement is hereby varied as follows
  -




	3.1.1 	
      clause 2.1.9 is hereby deleted in its entirety;

	 	 
	3.1.2 	
      clause 2.1.21 of the Agreement is hereby deleted in its
      entirety and replaced with the following new clause
–




		"2.1.21 	
      "Subscription Date" means the
      first business day after fulfilment or waiver, as the case may be,
      of the last outstanding Condition Precedent, being 17 November 2016
      on the assumption that the Condition Precedent contained in
      clause 





       




2 

	 	4.1.2 	
      is fulfilled on 16 November
  2016;";




	3.1.3 	
      clause 4.1.1 of the Agreement is hereby deleted in its
      entirety and replaced with the following new clause
–




		
      "4.1.1 
	
      by not later than 20 October 2016, the guarantee in
      the form attached to the Agreement has been issued to the
      Company;"; 




	3.1.4 	
      clause 4.1.2 of the Agreement is hereby deleted in its
      entirety and replaced with the following new clause
–




		
      "4.1.2 
	
      by not later than 16 November 2016, the Shareholders,
      in general meeting, have resolved to place the Subscription
      Shares under control of directors for purposes of issuing the
      Subscription Shares to the Subscriber";





	3.1.5 	
      clause 5.2 of the Agreement is hereby deleted in its
      entirety and replaced with the following new clause
–




		
      "5.2 
	
      On the Subscription Date, the Aggregate Subscription
      Price will be settled in full on behalf of the Subscriber in
      accordance with the guarantee referred to in clause 4.1.1, it being
      agreed that a failure by the Company to timeously demand payment
      under such guarantee shall not entitle the Company to make any
      claim of any nature whatsoever against the Subscriber under this
      Agreement (provided that in those circumstances the Subscriber
      shall nevertheless use its reasonable commercial endeavours to
      procure that such guarantee is re-issued or reinstated on the same
      terms but for any necessary changes which may be required to enable
      the Company to immediately demand payment under any such
      reinstated or replacement guarantee). In the circumstances where
      the guarantor under the guarantee referred to in clause 4.1.1 (or
      any reinstated or replaced version thereof) fails, for whatever
      reason (other than the failure by the Company to timeously
      demand payment under such guarantee), to effect payment, the
      Company shall be entitled to claim the Aggregate Subscription Price
      (or any outstanding portion thereof) directly from the Subscriber,
      subject to the remaining terms of the Agreement.";
  



 




3 

	3.1.6 	
      clause 6 of the Agreement is hereby deleted in its
      entirety and replaced with the following new clause
–




	 	"6 	GUARANTEE




	 	6.1 	
      The Parties hereby agree to the form of guarantee
      contained in Annexure 1.

	 	 	 
	 	6.2 	
      Without prejudice to the rights of the Company in
      terms of this Agreement or at law, the Company shall be entitled to
      terminate this Agreement should the guarantor under the guarantee referred
      to in clause 4.1.1 fail, in breach of such guarantee, to make payment
      within 2 (two) business days of the Subscription
  Date.




	3.2 	
      The Parties agree that Annexure 1 referred to in the new
      proposed clause 6 shall be Annexure 1 to this
Addendum.




	4 	
      SAVINGS CLAUSE



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

	5 	
      COSTS



Each Party will bear and pay its own
legal costs and expenses of and incidental to the negotiation, drafting,
preparation and implementation of this Addendum. 

	6 	
      SIGNATURE




	6.1 	
      This Addendum is signed by the Parties on the dates and
      at the places indicated below.

	 	 
	6.2 	
      This 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 Addendum as at the date of signature of the
      Party last signing one of the counterparts.

	 	 
	6.3 	
      The persons signing this Addendum in a representative
      capacity warrant their authority to do so.



 




4 

	6.4 	
      The Parties record that it is not required for this
      Addendum to be valid and enforceable that a Party shall initial the pages
      of this Addendum and/or have its signature of this Addendum verified by a
      witness.



SIGNED at Sandton on October 20, 2016 

For and on behalf of 
NET1
APPLIED TECHNOLOGIES 
SOUTH AFRICA PROPRIETARY 
LIMITED 

/s/ Herman G.
Kotzé                            
 
Signature 
Herman G. Kotzé 

___________________________

Name of Signatory 
Director 

____________________________
Designation of Signatory 

SIGNED at Sandton on October 20, 2016 

For and on behalf of 
BLUE LABEL
TELECOMS LIMITED 

/s/ David
Rivkind                                      

Signature 
David
Rivkind 
_______________________________                                       

Name of Signatory 
Duly authorised signatory

_______________________________
Designation of Signatory 


 




ANNEXURE 1 

FORM OF GUARANTEE 

Blue Label Telecoms Limited 
75 Grayston Drive

Morningside 
Sandton

Attention:         The Chief
Executive Officer 

20 October, 2016 

Dear Sirs, 

BANK GUARANTEE NO [ •  ] 

	1. 	
      We, FirstRand Bank Limited (acting through its Rand
      Merchant Bank division), with registration number 1929/001225/06 having
      our head office at 1st Floor, 4 Merchant Place, Cnr Fredman Drive and
      Rivonia Road, Sandton, 2196 (the Guarantor), provide this bank
      guarantee (this Bank Guarantee) in accordance with clause 6.1.1
      (Subscriber Undertakings) of a subscription agreement (the Subscription
      Agreement) concluded on or about 4 October 2016 between Blue Label
      Telecoms Limited, registration number 2006/022679/06, (the Company)
      and Net1 Applied Technologies South Africa Proprietary Limited,
      registration number 2002/031446/07, (the Subscriber) in connection
      with the proposed subscription by the Subscriber of 117,924,528 ordinary
      shares (the Shares) in the Company (Proposed Subscription),
      as amended by a first addendum entered into between the Company and the
      Subscriber on 20 October 2016.

	 	 
	2. 	
      We understand that:




	2.1 	
      the Proposed Subscription will be subject to the terms
      and conditions set out in the Subscription Agreement;

	 	 
	2.2 	
      the implementation of the Proposed Subscription will be
      subject to the fulfilment of the condition precedent set out in clause
      4.1.2 of the Subscription Agreement (the Subscription Condition
      Precedent) by not later than 16 November 2016; and

	 	 
	2.3 	
      should the Proposed Subscription be implemented in
      accordance with the terms and conditions of the Subscription Agreement,
      the aggregate subscription price for the Shares that will be payable by
      the Subscriber to the Company in accordance with the terms and conditions
      of the Subscription Agreement will be an amount of R2,000,000,000 (the
      Aggregate Subscription Price).




	3. 	
      The Guarantor, subject to the terms of this Bank
      Guarantee, hereby irrevocably guarantees the payment by the Subscriber to
      the Company of the Aggregate Subscription Price (theGuaranteed
      Amount).

	 	 
	4. 	
      Subject to compliance with the terms of this Bank
      Guarantee (including but not limited to the provisions of paragraphs 8.4
      and 8.5), the Company shall be entitled to demand payment from the
      Guarantor either on (and not before) 17 November 2016 or before 12h00 on
      18 November 2016 (the Expiry Date and Time), of the Aggregate
      Subscription Price.

	 	 
	5. 	
      The demand against the Guarantor under this Bank
      Guarantee shall be furnished in writing to the Guarantor at its address:
      14th Floor, 1 Merchant Place, 1 Fredman Drive, Sandton, 2196 and marked
      for the attention of Head of Transaction Management, Investment Banking
      Division, with a copy to Chris Wethagen and Ziyaad Manie, and shall state
      that the Company is demanding payment in discharge of the Subscriber's
      obligation to settle the Aggregate Subscription Price in terms of the
      Subscription Agreement.




       




2 

	6. 	
      This Bank Guarantee shall be irrevocable and shall remain
      in full force and effect until the Expiry Date and Time, by which time and
      date the demand by the Company should have been received at our address.
      Any demand received at the Guarantor's address after the Expiry Date and
      Time shall not be considered.

	 	 
	7. 	
      This Bank Guarantee shall be governed by, and construed
      in all respects in accordance with, the laws of the Republic of South
      Africa.

	 	 
	8. 	
      Notwithstanding anything contained herein
  above:




	8.1 	
      the Guarantor’s maximum liability under this Bank
      Guarantee shall not exceed the Guaranteed Amount;

	 	 
	8.2 	
      this Bank Guarantee shall be valid only until the earlier
      of the following times:




	8.2.1 	
      the time of day on the date on which the Aggregate
      Subscription Price is received by the Company (in the Designated Account
      under (and as defined in) the Subscription Agreement) from the Guarantor
      on behalf of the Subscriber;

	 	 
	8.2.2 	
      the delivery of any notice in terms of paragraph 8.5;
      and

	 	 
	8.2.3 	
      the Expiry Date and Time,



at which time it shall automatically
expire and be of no further force or effect. Any demand received at the
Guarantor's address after such expiry shall not be considered; 

	8.3 	
      the Guarantor is liable to immediately (i.e. within 1
      business day) pay the Guaranteed Amount but only if you serve upon it a
      demand as stated above before the Expiry Date and Time, where after it
      ceases to be in effect and all the Company’s rights under this Bank
      Guarantee shall be forfeited and the Guarantor shall be discharged from
      all liability under this Bank Guarantee, whether or not the original
      guarantee is returned to the Guarantor;

	 	 
	8.4 	
      any demand for payment under this Bank Guarantee shall be
      accompanied by written confirmation from the Company to the Subscriber and
      the Guarantor confirming that, as at 16 November 2016, (i) no event
      contemplated in the Annex to this Bank Guarantee (other than clause 8.1.7
      of such Annex) has occurred on or before 16 November 2016; and (ii) in
      respect of clause 8.1.7 of the attached Annex, a positive statement that
      the relevant warranties are true and correct in all respects as at 16
      November 2016;

	 	 
	8.5 	
      the delivery by the Subscriber of a written notice in
      terms of the provisions of clause 8.2 of the Subscription Agreement
      (Conditions to Subscription and Subscriber's Right to Terminate) (the
      MAC Notice) at any time prior to 17h00 on 16 November 2016 (the
      MAC Cut Off Date and Time) in terms of which it summarily
      terminates the Subscription Agreement, to the Company (and with a copy to
      the Guarantor), shall cause this Bank Guarantee to immediately and
      automatically expire and cease to be of any further force or effect and
      any payment demand made by the Company under this Bank Guarantee after
      delivery of the MAC Notice shall therefore be a nullity and shall not be
      considered, provided that no MAC Notice delivered after the MAC Cut Off
      Date and Time shall be considered a nullity under this Bank Guarantee and
      shall not be considered. The MAC Notice shall be furnished in writing to
      the Guarantor at its address: 14th Floor, 1 Merchant Place, 1 Fredman
      Drive, Sandton, 2196 and marked for the attention of Head of Transaction
      Management, Investment Banking Division, with a copy to Chris Wethagen and
      Ziyaad Manie prior to the MAC Cut Off Date and
Time;



 




3 

	8.6 	
      only the Company shall be entitled to demand payment of
      any sum from the Guarantor under this Bank Guarantee; and

	 	 
	8.7 	
      no payment of all or any part of the Guaranteed Amount
      shall be made if doing so would be illegal or contrary to applicable
      law.




	9. 	
      This Bank Guarantee is neither negotiable nor
      transferable.

	 	 
	10. 	
      Promptly on receipt by the Company of the Aggregate
      Subscription Price as contemplated in paragraph 8.2.1 above and, in any
      event, by no later than 3 Business Days thereafter, the Company shall
      deliver to the Guarantor the original of the Bank Guarantee at the address
      set out in paragraph 5 above.



 





	___________________________________________________	 	___________________________________________________
	For and on behalf of: 	 	For and on behalf of: 
	 	 	 
	FirstRand Bank Limited (acting through 	 	FirstRand Bank Limited (acting through
      its 
	its Rand Merchant Bank Division) 	 	Rand Merchant Bank Division) 
	 	 	 
	Name: _______________________________________________	 	Name:
      _______________________________________________
	  	 	  
	Office: _______________________________________________	 	Office:
      _______________________________________________
	  	 	  
	  	 	  
	  	 	  
	____________________________________________________           	 	__________________________________________________
	For and on behalf of: 	 	For and on behalf of: 
	 	 	 
	NET1 APPLIED TECHNOLOGIES 	 	BLUE LABEL TELECOMS LIMITED 
	SOUTH AFRICA PROPRIETARY 	 	  
	LIMITED 	 	  
	 	 	 
	Name: _______________________________________________	 	Name:
      _______________________________________________
	  	 	  
	Office: _______________________________________________	 	Office:
      _______________________________________________



 




4 

Annex 

EXTRACT FROM CLAUSE 8.1 OF THE SUBSCRIPTION AGREEMENT]


	8 	
      CONDITIONS TO SUBSCRIPTION AND SUBSCRIBER'S RIGHT
      TO TERMINATE




	8.1 	
      Notwithstanding anything to the contrary contained in
      this Agreement (including the fulfilment or waiver, as the case may be, of
      the Condition Precedent), the Subscriber will only be obliged to subscribe
      for the Subscription Shares if, as at 23h50 on the day immediately
      preceding the Subscription Date -




	8.1.1 	
      neither the Group nor any Group Company has disposed
      of any of its material assets outside of the ordinary or usual course of
      business;

	 	 
	8.1.2 	
      no Group Company has been liquidated or placed under
      judicial management, whether provisionally or finally (and no application
      has been launched in this regard);

	 	 
	8.1.3 	
      no Group Company has commenced business rescue
      proceedings under the Companies Act;

	 	 
	8.1.4 	
      no Group Company has, in respect of the 18 (eighteen)
      month period prior to the Signature Date, committed an act which, if it
      were a natural person would constitute an act of insolvency as defined in
      the Insolvency Act, No 24 of 1936, or any other applicable
  Act;

	 	 
	8.1.5 	
      no Group Company has, in respect of the 18 (eighteen)
      month period prior to the Signature Date, compromised with its creditors
      generally, or attempted to do so;

	 	 
	8.1.6 	
      in respect of the 18 (eighteen) month period prior to
      the Signature Date, no material creditor of any Group Company has given
      notice of its intention to take any action to enforce its rights and/or
      remedies in terms of any material debt owed to it;

	 	 
	8.1.7 	
      each of the warranties contained in clause 7.1 is true
      and correct in all respects; and

	 	 
	8.1.8 	
      no interdict, judgment or other order or action of any
      court or governmental authority restraining, prohibiting or rendering
      illegal the implementation of the transactions contemplated hereby shall
      be in effect, and no legal proceeding shall have been instituted by any
      person (including any governmental authority) seeking to prohibit,
      restrict or delay or declare illegal the implementation of the
      transactions contemplated in this
Agreement.