Net 1 UEPS Technologies, Inc.: Exhibit 10.39 - Filed by newsfilecorp.com






Exhibit 10.39 

EXECUTION

SENIOR FACILITY B AGREEMENT 

 

DATED 20 OCTOBER, 2016 

 

R900,000,000 SENIOR TERM LOAN FACILITY 

for 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

(as borrower) 

provided by 

 

FIRSTRAND BANK LIMITED 
(ACTING THROUGH ITS RAND
MERCHANT BANK DIVISION) 

 

 

with 

FIRSTRAND BANK LIMITED 
(ACTING THROUGH ITS RAND
MERCHANT BANK DIVISION) 
(as facility agent) 

This Agreement is entered into subject to the terms of a Common
Terms Agreement 
dated on or about the date of this Agreement 




Table of Contents 

	Clause 	 
      	Page 
	  	 	  
	  	 	  
	1. 	Definitions and Interpretation 	1 
	2. 	The Facility
	3 
	3. 	Purpose 	3 
	4. 	Conditions of
      Utilisation 	3 
	5. 	Utilisation and Disbursement 	3 
	6. 	Repayment 	5 
	7. 	Prepayment and Cancellation 	5 
	8. 	Interest 	6 
	9. 	Interest Periods 	6 
	10. 	Default 	7 
	11. 	General 	7 
	  	 	  
	  	 	  
	Schedule 1        Repayment Schedule 	9 
	Schedule 2        Form of
    Utilisation Request 	10
  
	 	  
	 	  
	Signature Page 	11








THIS AGREEMENT is dated 20 October, 2016 and made
between: 

	(1) 	
      NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY
      LIMITED, registration number 2002/031446/07, as borrower (the
      Borrower);

	 	 
	(2) 	
      FIRSTRAND BANK LIMITED (acting through its RAND
      MERCHANT BANK division) as original lender (in this capacity, the
      Original Senior Facility B Lender); and

	 	 
	(3) 	
      FIRSTRAND BANK LIMITED (acting through its RAND
      MERCHANT BANK division) as agent of the Senior Facility B Lenders (the
      Facility Agent).



IT IS AGREED as follows: 

	1. 	
      DEFINITIONS AND
INTERPRETATION




	1.1 	
      Definitions



In this Agreement: 

	1.1.1 	
      Applicable Margin means, in relation to any Senior
      Facility B Loan or Unpaid Sum:




	 	(a) 	
      2.75 per cent. per annum, provided that no Event of
      Default has occurred and is continuing; and

	 	 	 
	 	(b) 	
      with effect from the date of occurrence of an Event of
      Default and for so long as it is continuing, the Applicable Margin shall
      be the percentage per annum set out in paragraph (a) above plus 2.00 per
      cent.;




	1.1.2 	
      Availability Period means the period from and
      including the Closing Date to and including the date falling one Month
      after the Closing Date;

	 	 
	1.1.3 	
      Available Commitment means the "Available
      Commitment" (as defined in the Common Terms Agreement) of a Senior
      Facility B Lender in respect of Senior Facility B;

	 	 
	1.1.4 	
      Available Facility means the aggregate, from time
      to time, of the Available Commitment of each Senior Facility B
    Lender;

	 	 
	1.1.5 	
      Break Costs means the amount (if any) determined
      by a Senior Facility B Lender by which:




	 	(a) 	
      the interest (excluding the Applicable Margin) which that
      Senior Facility B Lender should have received for the period from the date
      of receipt of an amount repaid or prepaid in respect of any part of its
      participation in a Senior Facility B Loan or Unpaid Sum to the last day of
      the current Interest Period for that Senior Facility B Loan or Unpaid Sum,
      if the principal amount of that Senior Facility B Loan or Unpaid Sum
      received had been paid on the last day of that Interest
  Period;



exceeds: 

	 	(b) 	
      the amount which that Senior Facility B Lender would be
      able to obtain by placing an amount equal to the principal amount of the
      Senior Facility B Loan or Unpaid Sum received by it on deposit with a
      leading bank in the Johannesburg interbank market for a period starting on
      the Business Day following receipt or recovery and ending on the last day
      of the current Interest Period, and Break Gains means the amount
      (if any) determined by the relevant Senior Facility B Lender by which the
      amount of interest contemplated in paragraph (b) above exceeds that in
      paragraph (a) above;



1 





	1.1.6 	
      Common Terms Agreement means the written agreement
      entitled "Common Terms Agreement", dated on or about the Signature Date,
      between, amongst others, the Borrower (as borrower), the Original Senior
      Facility B Lender (as lender) and the Facility Agent;

	 	 
	1.1.7 	
      Final Maturity Date means the date falling on the
      second anniversary of the Closing Date;

	 	 
	1.1.8 	
      Interest Payment Date
means:




	 	(a) 	
      the last day of each calendar month in any year;
    and

	 	 	 
	 	(b) 	
      the Final Maturity Date;




	1.1.9 	
      Interest Period means, in relation to a Senior
      Facility B Loan, each period determined in accordance with Clause 9
      (Interest Periods);

	 	 
	1.1.10 	
      Party means a party to this Agreement;

	 	 
	1.1.11 	
      Repayment Date has the meaning given to that term
      in Clause 6.1 (Repayment);

	 	 
	1.1.12 	
      Repayment Instalment means each instalment for
      repayment of a Senior Facility B Loan set out in Clause 6 (Repayment of
      Loan);

	 	 
	1.1.13 	
      Repayment Schedule means the schedule of Repayment
      Instalments set out in Schedule 1 (Repayment Schedule), as replaced from
      time to time pursuant to Clause 6.2;

	 	 
	1.1.14 	
      Senior Facility B or Facility means the
      term loan facility made available to the Borrower under this
    Agreement;

	 	 
	1.1.15 	
      Senior Facility B Commitment means the "Senior
      Facility B Commitment" as defined in the Common Terms Agreement;

	 	 
	1.1.16 	
      Senior Facility B Loan or Loan means a
      "Senior Facility B Loan" as defined in the Common Terms
  Agreement;

	 	 
	1.1.17 	
      Senior Facility B Outstandings means "Senior
      Facility B Outstandings" as defined in the Common Terms
  Agreement;

	 	 
	1.1.18 	
      Signature Date means the date stated at the
      beginning of this Agreement;

	 	 
	1.1.19 	
      Total Senior Facility B Commitments means "Total
      Senior Facility B Commitments" as defined in the Common Terms
      Agreement;

	 	 
	1.1.20 	
      Unpaid Sum means an "Unpaid Sum" as defined in the
      Common Terms Agreement in respect of Senior Facility B; and

	 	 
	1.1.21 	
      Utilisation Request means the notice substantially
      in the form set out in Schedule 2 (Form of Utilisation
  Request).




	1.2 	
      Construction




	1.2.1 	
      Terms and expressions defined in the Common Terms
      Agreement, unless expressly defined in this Agreement, have the same
      meaning in this Agreement.



2 





	1.2.2 	
      The provisions of clauses 1.3 (Construction) and 1.4
      (Third party rights) of the Common Terms Agreement apply to this Agreement
      as though they were set out in full in this Agreement, except that a
      reference in those clauses to the Common Terms Agreement are to be
      construed as references to this Agreement.

	 	 
	1.2.3 	
      This Agreement and the rights and obligations of the
      Parties hereunder shall in all respects be subject to the terms and
      conditions of the Common Terms Agreement, which shall apply mutatis
      mutandis to this Agreement and be incorporated herein by reference. If
      there is any conflict between this Agreement and the Common Terms
      Agreement, this Agreement shall prevail.




	2. 	
      THE FACILITY




	2.1 	
      Senior Facility B

	 	 
		
      Subject to the terms of this Agreement and the Common
      Terms Agreement, the Senior Facility B Lenders make available to the
      Borrower a Rand-denominated guarantee and term loan facility in an
      aggregate amount equal to the Total Senior Facility B
  Commitments.

	 	 
	2.2 	
      Designation

	 	 
		
      This Agreement is a Senior Facility Agreement and the
      Senior Facility B Agreement, each as defined in the Common Terms
      Agreement.




	3. 	
      PURPOSE




	3.1 	
      The Borrower shall apply all amounts borrowed by it under
      Senior Facility B only in or towards the purposes set out in clause 3
      (Purpose) of the Common Terms Agreement, and for no other purpose
      whatsoever.

	 	 
	3.2 	
      No Finance Party is bound to monitor or verify the
      utilisation of Senior Facility B or will be responsible for, or for the
      consequences of, such a utilisation.




	4. 	
      CONDITIONS OF
UTILISATION




	4.1 	
      Conditions precedent



The Borrower may not deliver a
Utilisation Request to the Facility Agent under Senior Facility B (and no Senior
Facility B Lender shall have any obligation to issue the Bank Guarantee, advance
any Senior Facility B Loan or to provide any other form of credit or financial
accommodation under this Agreement to any person) unless the Facility Agent has
issued the notice contemplated by clause 4.1 (Initial conditions precedent) of
the Common Terms Agreement. 

	4.2 	
      Further conditions
precedent



Subject to the Common Terms Agreement
and this Agreement, a Senior Facility B Lender will only be obliged issue the
Bank Guarantee and to participate in a Senior Facility B Loan if the
requirements of clause 4.2 (Further conditions precedent) of the Common Terms
Agreement have been met. 

	5. 	
      UTILISATION AND
DISBURSEMENT




	5.1 	
      Delivery of a Utilisation Request



3 





	5.1.1 	The Borrower may utilise Senior Facility B during the
      Availability Period by way of the issue of a Bank Guarantee by delivery to
      the Facility Agent of a duly completed Utilisation
  Request.
	 	 
	5.1.2 	
      Unless the Facility Agent otherwise agrees, the latest
      time for receipt by the Facility Agent of a Utilisation Request is 17h00
      two Business Days before the proposed Utilisation Date or such shorter
      period as the Facility Agent agrees in writing.

	 	 
	5.1.3 	
      The Utilisation Request is irrevocable.

	 	 
	5.1.4 	
      A maximum of one Utilisation Request may be delivered by
      the Borrower.





	5.2 	
      Completion of a Utilisation
  Request




	5.2.1 	
      A Utilisation Request will not be regarded as having been
      duly completed unless:




	 	(a) 	
      the proposed Utilisation Date is a Business Day within
      the Availability Period;

	 	 	 
	 	(b) 	
      the proposed beneficiary is Blue Label
Telecoms;

	 	 	 
	 	(c) 	
      the Bank Guarantee is issued with an expiry date of no
      later than the Bank Guarantee Expiry Date;

	 	 	 
	 	(d) 	
      the currency and amount of the Utilisation comply with
      Clause 5.3 below; and

	 	 	 
	 	(e) 	
      the delivery instructions for the Bank Guarantee are
      specified.




	5.2.2 	
      Only one Bank Guarantee may be requested in a Utilisation
      Request and will be issued as a Utilisation against both Senior Facility A
      and Senior Facility B.




	5.3 	
      Currency and amount




	5.3.1 	
      The currency specified in the Utilisation Request must be
      Rand.

	 	 
	5.3.2 	
      The amount of the proposed Bank Guarantee is for the full
      amount of the Total Senior Facility B Commitments or such lesser amount as
      the Facility Agent may agree.




	5.4 	
      Issuing of Bank
Guarantee




	5.4.1 	
      If the conditions set out in this Agreement and the
      Common Terms Agreement have been met, the Senior Facility B Lenders must
      issue the Bank Guarantee substantially in the form set out in Schedule 6
      (Form of Bank Guarantee) to the Common Terms Agreement on the proposed
      Utilisation Date.

	 	 
	5.4.2 	
      The amount of each Senior Facility B Lender's
      participation in a Utilisation under Senior Facility B will be equal to
      the proportion borne by its Available Commitment (if any) to the Available
      Facility immediately prior to making that Utilisation.

	 	 
	5.4.3 	
      No Senior Facility B Lender is obliged to issue the Bank
      Guarantee under this Clause if:




	 	(a) 	
      the Borrower has not delivered a Utilisation Request
      under Senior Facility A in respect of the issue of the Bank
    Guarantee;

	 	 	 
	 	(b) 	
      as a result, any Senior Facility B Lender would breach
      any law or regulation applicable to it; or



4 





	 	(c) 	
      as a result, the outstanding amount of the Bank Guarantee
      would exceed the aggregate of the Total Senior Facility A Commitments,
      Total Senior Facility B Commitments and the Escrow
  Deposit.




	5.5 	
      Automatic cancellation of
  Commitments



The Senior Facility B Commitments
which, at that time, are unutilised, and in respect of which no Utilisation
Request has been delivered, shall be immediately cancelled at 10h00 on the last
day of the Availability Period. 

	6. 	
      REPAYMENT




	6.1 	
      The Borrower shall repay the Senior Facility B Loan in
      full in consecutive instalments on the dates (each a Repayment
      Date) and in the amounts (each a Repayment Instalment)
      specified in the Repayment Schedule (subject to Clauses 7 (Prepayment and
      Cancellation) and 10 (Default)).

	 	 
	6.2 	
      If pursuant to an unscheduled payment, repayment or
      prepayment made in respect of the Senior Facility B Loan (under this
      Agreement read with the Common Terms Agreement), the amount of the
      outstanding Repayment Instalments at that time are to be reduced, the
      Facility Agent shall be entitled to recalculate the amount of the
      Repayment Instalments and replace the table set out in Schedule 1
      (Repayment Schedule) by notice to the Borrower.

	 	 
	6.3 	
      Any amount which remains outstanding under Senior
      Facility B on the Final Maturity Date shall be repaid in full on that
      date.

	 	 
	6.4 	
      No amount of a Senior Facility B Loan repaid under this
      Clause 6 may be re-borrowed.




	7. 	
      PREPAYMENT AND
CANCELLATION




	7.1 	
      Voluntary cancellation




	7.1.1 	
      The Borrower may cancel the unutilised and undrawn amount
      of the Senior Facility B Commitments in accordance with the requirements
      (and subject to the terms) of clause 10 (Prepayment and Cancellation) of
      the Common Terms Agreement.

	 	 
	7.1.2 	
      No amount of the Senior Facility B Commitments cancelled
      pursuant to this Clause may be reinstated.




	7.2 	
      Voluntary prepayment




	7.2.1 	
      The Borrower may make voluntary prepayments in respect of
      the Senior Facility B Loan made to it, in whole or in part, in accordance
      with the requirements (and subject to the terms) of clause 10 (Prepayment
      and Cancellation) of the Common Terms Agreement.

	 	 
	7.2.2 	
      No amount of a Senior Facility B Loan prepaid pursuant to
      this Clause may be re- borrowed.




	7.3 	
      Mandatory prepayment and prepayment
  offers



The Borrower shall be obliged to make
mandatory prepayments and/or offers to make prepayments (as applicable) in
respect of the Senior Facility B Loan made to it to the Senior Facility B
Lenders in accordance with the requirements (and subject to the terms) of
clauses 10 (Prepayment and Cancellation) and 11 (Prepayment Offers and
Priorities) of the Common Terms Agreement. 

5 





	8. 	
      INTEREST




	8.1 	
      Calculation of interest



The rate of interest on each Senior
Facility B Loan (and any Unpaid Sum) for each Interest Period is the percentage
rate per annum which is the aggregate of: 

	8.1.1 	
      the Applicable Margin; and

	 	 
	8.1.2 	
      the Base Rate.




	8.2 	
      Payment of interest



The Borrower shall pay all accrued
interest on the Senior Facility B Loan made to it on each Interest Payment Date,
in accordance with the requirements of clause 33 (Payment Mechanics) of the
Common Terms Agreement. 

	8.3 	
      Interest on overdue
amounts




	8.3.1 	
      Any interest accruing on an Unpaid Sum shall be
      immediately payable by the Borrower on demand by the Facility
  Agent.

	 	 
	8.3.2 	
      Default interest (if unpaid) arising on any Unpaid Sum
      will be compounded with that Unpaid Sum on the last day of each calendar
      month, but will remain immediately due and
payable.




	8.4 	
      Notification of rates of
interest



Without prejudice to the obligation of
the Borrower to pay interest calculated at any applicable rate under this Clause
8, the Facility Agent shall notify the Senior Facility B Lenders and the
Borrower, as soon as reasonably practicable: 

	8.4.1 	
      of the determination of a rate of interest under this
      Agreement;

	 	 
	8.4.2 	
      when interest commences to accrue at the rate calculated
      by reference to the Applicable Margin specified in Clause 1.1.1(b)
      (Definitions).




	9. 	
      INTEREST PERIODS




	9.1 	
      Duration



Each Senior Facility B Loan has
successive Interest Periods: 

	9.1.1 	
      commencing on (and including) the Utilisation Date (in
      respect of the first Interest Period for that Senior Facility B Loan) or
      commencing on (and including) an Interest Payment Date; and

	 	 
	9.1.2 	
      ending on (but excluding) the next Interest Payment
      Date.




	9.2 	
      Interest Periods for Unpaid
Sums



Interest accruing on an Unpaid Sum
shall be calculated as if that Unpaid Sum, during the period of non-payment,
constituted a Loan under Senior Facility B for successive Interest Periods, each
of a duration selected by the Facility Agent (acting reasonably). For this
purpose, the Facility Agent (acting reasonably) may: 

	9.2.1 	
      select successive Interest Periods of any duration of up
      to three months; and

	 	 
	9.2.2 	
      determine the appropriate Quotation Day for that Interest
      Period.



6 




If any Unpaid Sum consists of all or
part of the Senior Facility B Loan which became due on a day which was not the
last day of an Interest Period relating to that Senior Facility B Loan, the
first Interest Period for that Unpaid Sum shall have a duration equal to the
unexpired portion of the current Interest Period relating to the Senior Facility
B Loan. 

	9.3 	
      No overrunning the Final Maturity
  Date



If an Interest Period for a Senior
Facility B Loan would otherwise extend beyond the Final Maturity Date, it will
be shortened so that it ends on the Final Maturity Date. This Clause does not
apply to Interest Periods selected under Clause 9.2 above in respect of Unpaid
Sums which remain outstanding on the Final Maturity Date. 

	9.4 	
      Non-Business Days



If an Interest Payment Date would
otherwise occur on a day which is not a Business Day, that Interest Payment Date
will instead be the next Business Day in the same calendar month (if there is
one) or the preceding Business Day (if there is not). 

	10. 	
      DEFAULT



If an Event of Default occurs, and for
so long as it is continuing, the Facility Agent may enforce any of the rights
and remedies provided for in clause 26.15 (Acceleration) of the Common Terms
Agreement. 

	11. 	
      GENERAL




	11.1 	
      Notices and domicilium



All documents in legal proceedings and
notices in connection with this Agreement shall be served in accordance with
clause 36 (Notices) of the Common Terms Agreement, which clause is incorporated
by reference in this Agreement as if repeated in this Agreement in full (except
that references in that clause to the Common Terms Agreement are to be construed
as references to this Agreement). 

	11.2 	
      Incorporation of by
reference



The provisions clauses 20 (Costs and
Expenses), 37 (Amendments and Waivers), 39 (General Provisions) and 43 (Waiver
of Immunity) of the Common Terms Agreement apply to this Agreement as though
they were set out in full in this Agreement (except that references in those
clauses to the Common Terms Agreement are to be construed as references to this
Agreement). 

	11.3 	
      Governing Law



This Agreement and any non-contractual
obligations arising out of or in connection with it are governed by South
African law. 

	11.4 	
      Jurisdiction




	11.4.1 	
      The Parties hereby irrevocably and unconditionally
      consent to the non-exclusive jurisdiction of the High Court of South
      Africa (Gauteng Local Division, Johannesburg) (or any successor to that
      division) in regard to all matters arising from the this Agreement
      (including a dispute relating to the existence, validity or termination of
      this Agreement or any non-contractual obligation arising out of or in
      connection with this Agreement) (a
dispute).



7 





	11.4.2 	
      The Parties agree that the High Court of South Africa is
      the most appropriate and convenient court to settle disputes. The Parties
      agree not to argue to the contrary and waive objection to this court on
      the grounds of inconvenient forum or otherwise in relation to proceedings
      in connection with this Agreement.

	 	 
	11.4.3 	
      This Clause 11.4 is for the benefit of the Finance
      Parties only. As a result, no Finance Party shall be prevented from taking
      proceedings relating to a dispute in any other court with jurisdiction. To
      the extent allowed by law, a Finance Party may take concurrent proceedings
      in any number of jurisdictions.




	11.5 	
      Counterparts



This Agreement may be executed in any
number of counterparts, and this has the same effect as if the signatures on the
counterparts were on a single copy of this Agreement. 

THIS AGREEMENT has been entered into on the date stated
at the beginning of this Agreement. 

8 




SCHEDULE 1 

REPAYMENT SCHEDULE 

	 	Repayment Date 	Amount Payable
      

  (Rand) 
	1. 	31 January, 2017 	112,500,000 
	2. 	30 April, 2017 	112,500,000 
	3. 	31 July, 2017 	112,500,000 
	4. 	31 October, 2017 	112,500,000 
	5. 	31 January, 2018 	112,500,000 
	6. 	30 April, 2018 	112,500,000 
	7. 	31 July, 2018 	112,500,000 
	8. 	20 October, 2018 	112,500,000 
	  	  	900,000,000 


9 




SCHEDULE 2 

FORM OF UTILISATION REQUEST 

	To: 	FIRSTRAND BANK LIMITED (acting through its
      RAND MERCHANT BANK 
	  	division) 
	  	as Facility Agent 
	  	  
	From: 	NET1 APPLIED TECHNOLOGIES SOUTH AFRICA
      PROPRIETARY LIMITED 


[
•  ], 2016 

Dear Sirs, 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

Senior Facility B Agreement, dated [
•  ], 2016 
(the Agreement)


	1. 	
      We refer to the Agreement. This is the Utilisation
      Request. Terms defined in the Agreement have the same meaning in this
      Utilisation Request unless given a different meaning in this Utilisation
      Request.

	 	 
	2. 	
      We wish to arrange for the Bank Guarantee to be issued
      under Senior Facility B on the following
terms:




	 	Proposed Utilisation Date: 	[
•  ] (or, if that is not a Business Day, the
      next 
	 	  	Business Day) 
	 	  	  
	 	Amount: 	R[
•  ] or, if less, the Available Facility
  



	3. 	
      Our delivery instructions are:



[
•  ] 

	4. 	
      We confirm that each condition specified in Clause 4.2
      (Further conditions precedent) of the Agreement is satisfied on the date
      of this Utilisation Request.

	 	 
	5. 	
      The proceeds of this Loan must be credited to
      [account].

	 	 
	6. 	
      This Utilisation Request is
irrevocable.



Yours faithfully, 


------------------------------------------

authorised
signatory for 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY
LIMITED

10 




SIGNATURE PAGE 

BORROWER 

 

______________________________
For and on behalf of:

Net1 Applied Technologies South Africa 
Proprietary Limited 

	Name: 	/s/ Herman G. Kotzé 
	 	 
	Office: 	Chief Financial Officer 
	 	 
	  	(who warrants his authority)







SIGNATURE PAGE 

FACILITY AGENT 

 

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



	Name: 	/s/ Niel van Zyl 	 	Name: 	/s/ Ziyaad Manie 
	 	 	 	 	 
	Office: 	Authorised 	 	Office: 	Authorised 
	 	 	 	 	 
	  	(who warrants his authority) 	 	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL SENIOR FACILITY B LENDER 

 

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



	Name: 	/s/ Niel van Zyl 	 	Name: 	/s/ Ziyaad Manie 
	 	 	 	 	 
	Office: 	Authorised 	 	Office: 	Authorised 
	 	 	 	 	 
	  	(who warrants his authority) 	 	  	(who warrants his authority)