Net 1 UEPS Technologies, Inc.: Exhibit 10.47 - Filed by newsfilecorp.com







	1 Merchant Place Cnr Fredman Dr & Rivonia Rd Sandton
      2196 	Exhibit 10.47 
	PO Box 786273 Sandton 2146 South Africa 	  
	Switchboard +27 11 282-8000 	  
	Facsimile +27 11 282-8008 	  
	www.rmb.co.za 	  
	  	  
	Reg. No. 1929/001225/06 	  
	An Authorised Financial Services Provider 	



	Blue Label Telecoms Limited 
	75 Grayston Drive 
	Morningside 
	Sandton 
	Attention: The Chief Executive Officer 


15 November, 2016 

Dear Sirs, 

BANK GUARANTEE 

	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 5.1.1
      (Conditions Precedent) of an amended and restated subscription agreement
      (the Subscription Agreement) concluded on or about 15 November 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). This Bank Guarantee replaces in
      its entirety the bank guarantee issued by the Guarantor to the Company
      dated 20 October 2016, which guarantee is automatically terminated on the
      issue of this Bank Guarantee.

	 	 
	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
      5.1.2 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 (the

	 	 
		
      Guaranteed 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), and provided the Company has given the Guarantor at least 5
      business days' prior written (at its address set out in paragraph 5 below)
      of the Subscription Date as designated in accordance with the Subscription
      Agreement, the Company shall be entitled to demand payment from the
      Guarantor either on (and not before) 23 January, 2017 or before 12h00 on 28 February, 2017 (the Expiry Date
and Time), of the Aggregate Subscription Price.



Directors: LL Dippenaar (Chairman) JP Burger (Chief Executive
Officer) VW Bartlett JJH Bester MS Bomela P Cooper (Alternate) L Crouse JJ
Durand GG Gelink PM Goss NN Gwagwa PK Harris WR Jardine HS Kellan EG
Matenge-Sebesho AT Nzimande D Premnarayen (India) KB Schoeman BJ van der Ross JH
van Greuning Company Secretary: C Low 

RMB Divisional Board: JP Burger (Chairman) J Formby (Chief
Executive Officer) M Davias (Chief Financial Officer) P Dos Santos (Chief
Technology and Operations Officer) G Kruger (Chief Risk Officer) ME Oberholster
(Chief Investment Officer) LL Dippenaar DA Frankel PM Goss RP Gouws A Perold MW
Pfaff R Loubser CN Mapure F Knoetze 




 

	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 Welthagen 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.

	 	 
	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) (the Designated
      Account) from the Guarantor on behalf of the Subscriber;

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

	 	 
	8.2.3 	
      the date on which the shareholders of the Company, in
      general meeting, vote against placing the Shares under control of
      directors of the Company for purposes of issuing the Shares to the
      Subscriber; and

	 	 
	8.2.4 	
      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 into the Designated Account 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 the day immediately prior to the date
      on which such demand is delivered to the Guarantor (the Confirmation
      Date), (i) no event contemplated in the Annex to this Bank Guarantee
      (other than clause 9.1.7 of such Annex) has occurred on or before the
      Confirmation Date; and (ii) in respect of clause 9.1.7 of the attached
      Annex, a positive statement that the relevant warranties in clause 8.1 of
      the Subscription Agreement are true and correct in all respects as at the
      Confirmation Date;




	RAND MERCHANT BANK
  
	 
	Page 2







 

	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 the Confirmation Date
      (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 Welthagen
      and Ziyaad Manie prior to the MAC Cut Off Date and Time;

	 	 
	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 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.




	RAND MERCHANT BANK
  
	 
	Page 3







 

	/s/ John Ehlers 	 	/s/ Ziyaad Manie 
	 	 	 
	 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: 	John
      Ehlers 	 	Name: 	Ziyaad
      Manie 
	 	 	 	 	 
	 Office: 	Authorised 	 	Office: 	Authorised 



	 	 	 
	/s/ Herman G. Kotzé 	 	/s/ Dean Suntup 
	  	  	 	  	 
	 For and on behalf of: 	 	For and on behalf of: 
	 NET1 APPLIED TECHNOLOGIES 	 	BLUE LABEL TELECOMS LIMITED
  
	 SOUTH AFRICA PROPRIETARY 	 	  	 
	 LIMITED 	  	 	  	 
	  	  	 	  	 
	 Name: 	Herman
      G. Kotzé 	 	Name: 	Dean
      Suntup 
	  	  	 	  	 
	 Office: 	Director 	 	Office: 	Director 



	RAND MERCHANT BANK
  
	 
	Page 4







 

EXTRACT FROM CLAUSE 9.1 OF THE SUBSCRIPTION AGREEMENT]


	9 	
      CONDITIONS TO SUBSCRIPTION AND SUBSCRIBER'S RIGHT
      TO TERMINATE




	9.1 	
      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 -




	9.1.1 	
      neither the Group nor any Group Company has disposed
      of any of its material assets outside of the ordinary or usual course of
      business;

	 	 
	9.1.2 	
      no Group Company has been liquidated or placed under
      judicial management, whether provisionally or finally (and no application
      has been launched in this regard);

	 	 
	9.1.3 	
      no Group Company has commenced business rescue
      proceedings under the Companies Act;

	 	 
	9.1.4 	
      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;

	 	 
	9.1.5 	
      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;

	 	 
	9.1.6 	
      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;

	 	 
	9.1.7 	
      each of the warranties contained in clause 8.1 is true
      and correct in all respects; and

	 	 
	9.1.8 	
      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.




	RAND MERCHANT BANK
  
	 
	Page 5