SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 13D
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
NET 1 UEPS TECHNOLOGIES, INC.
------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
------------------------------------------------------------------------------
(Title of Class of Securities)
64107N206
------------------------------------------------------------------------------
(CUSIP Number)
Chad L. Smart
c/o Brait S.A.
180 rue des Aubepines
L-1145, Luxembourg
(352269) 255-2180
With a copy to:
Jaime Mercado, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 22, 2006
------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1
CUSIP No.: 64107N206
---------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
South African Private Equity Fund III, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (See Instructions)
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
8,718,504
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
8,718,504
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,718,504
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.38%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
PN
________________________________________________________________________________
Page 2
CUSIP No.: 64107N206
---------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SAPEF III International G.P. Limited
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (See Instructions)
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
8,718,504
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
8,718,504
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,718,504
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.38%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
IV
________________________________________________________________________________
Page 3
CUSIP No.: 64107N206
---------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital Partners Group Holdings Limited
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (See Instructions)
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
9,221,526
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
9,221,526
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,221,526
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.27%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
IV
________________________________________________________________________________
Page 4
CUSIP No.: 64107N206
---------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brait S.A.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (See Instructions)
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
9,387,984
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
9,387,984
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,387,984
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.57%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
IV
________________________________________________________________________________
Page 5
TABLE OF CONTENTS
Item 1. Security and Issuer.
Item 2. Identity and Background.
Item 3. Source and Amount of Funds or Other Consideration.
Item 4. Purpose of Transaction.
Item 5. Interest in Securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
SIGNATURE
STOCK PURCHASE AGREEMENT
JOINT FILING AGREEMENT
Page 6
This Statement constitutes Amendment No. 2 ("Amendment") to the
Statement on Schedule 13D (the "Original Schedule 13D") originally filed on
June 7, 2004 with the Securities and Exchange Commission ("SEC") by the
Reporting Persons (as defined herein) and relates to Common Stock, par value
$0.001 per share ("Common Stock"), of Net 1 UEPS Technologies, Inc. (the
"Issuer"). This Amendment is being filed to report that, pursuant to the Stock
Purchase Agreement (defined herein and more fully described in Item 6 below),
the Reporting Persons sold beneficial ownership of the shares of Common Stock
reported herein (the "Shares"). Except as modified herein, the Original
Schedule 13D is unmodified.
Item 1. Security and Issuer.
This Amendment relates to the sale of the Shares. The address of the principal
executive offices of the Issuer is Net 1 UEPS Technologies, Inc., President
Place, 4th Floor, Cnr. Jan Smuts Avenue and Bolton Road, Rosebank,
Johannesburg, South Africa.
Item 2. Identity and Background.
This Amendment is being filed on behalf of:
(i) South African Private Equity Fund III L.P., a Cayman Islands limited
partnership ("SAPEF III Fund");
(ii) SAPEF III International G.P. Limited, a Cayman Islands limited company
("SAPEF G.P."), in its capacity as the general partner of SAPEF III Fund;
(iii) Capital Partners Group Holdings Limited, a British Virgin Isles limited
company ("Capital Partners"), in its capacity as a shareholder of SAPEF G.P.;
and
(iv) Brait S.A., a Luxembourg company ("Brait S.A."), in its capacity as the
parent company of Capital Partners (together with SAPEF III Fund, SAPEF G.P.
and Capital Partners, the "Reporting Persons").
This Amendment relates to Shares held by the Reporting Persons.
The address and principal place of business of each of SAPEF III
Fund and SAPEF G.P. is Walker House, P.O. Box 908, George Town, Grand Cayman,
Cayman Islands. The address and principal place of business of Capital
Partners is Abbott Building, P.O. Box 3186, Road Town, Tortola, British Virgin
Islands. The address and principal place of business of Brait S.A. is 180 rue
des Aubepines, L-1145, Luxembourg. Each of SAPEF III Fund, SAPEF G.P. and
Capital Partners is engaged principally in the business of investing in other
companies either directly or through partnerships, and limited liability
companies. Brait S.A. is an investment holding company whose affiliates are
engaged in a variety of financial services activities.
Certain information regarding the Reporting Persons' directors and
executive officers is set forth in Annex A hereto, which is incorporated by
reference herein. The citizenships of all of these individuals are listed in
Annex A.
Page 7
During the last five years, neither the Reporting Persons nor any of
the individuals listed in Annex A has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any of them was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The amount of consideration received by SAPEF III Fund, Brait
International Limited and SAPET III (as defined below) in connection with the
sale of the 3,000,000 Shares was $72.0 million.
Item 4. Purpose of Transaction.
The Shares held by the Reporting Persons were sold as described in
Item 6. The information set forth in Item 6 hereof is hereby incorporated by
reference into this Item 4. The Reporting Persons currently hold the Shares
for investment purposes. Except as otherwise disclosed herein, none of the
Reporting Persons currently has any agreements, beneficially or otherwise,
which would be related to or would result in any of the matters described in
Items 4(a)-(j) of the Original Schedule 13D; however, as part of the ongoing
evaluation of this investment and investment alternatives, each Reporting
Person may consider such matters and, subject to applicable law, may formulate
a plan with respect to such matters, and, from time to time, each Reporting
Person may hold discussions with or make formal proposals to management or the
Board of Directors of the Issuer, other shareholders of the Issuer or other
third parties regarding such matters.
Messrs. Anthony C. Ball and Chad L. Smart, each of whom are
executives of affiliates of the Reporting Persons, serve on the Board of
Directors of the Issuer. As directors of the Issuer, they may have influence
over the corporate activities of the Issuer, including activities which may
relate to items described in subparagraphs (a) through (j) of Item 4 of the
Original Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The information set forth in Item 6 hereof is hereby incorporated by reference
into this Item 5.
The filing of this Amendment shall not be construed as an admission that any
Reporting Person or any of their respective members, officers, employees,
affiliates or partners, as applicable, are, for the purposes of Section 13(d)
or Section 13(g) of the Securities Exchange Act of 1934, the beneficial owners
of any securities covered by this Amendment. In addition, the filing of this
Amendment shall not be construed as an admission that the Reporting Persons
are the beneficial owners of any securities covered by this Amendment for any
purposes other than Section 13(d) or Section 13(g) of the Securities Act of
1934.
Page 8
(a) SAPEF III Fund beneficially owns 8,718,504 Shares (approximately 15.38% of
the total number of shares of Common Stock outstanding).
SAPEF G.P., in its capacity as general partner of SAPEF III Fund,
may be deemed to be the beneficial owner of 8,718,504 Shares (approximately
15.38% of the total number of shares of Common Stock outstanding).
Capital Partners may be deemed to be the beneficial owner of
9,221,526 Shares (approximately 16.27% of the total number of shares of Common
Stock outstanding).
Brait S.A. may be deemed to be the beneficial owner of 9,387,984
Shares (approximately 16.57% of the total number of shares of Common Stock
outstanding).
(b) SAPEF G.P., in its capacity as general partner of SAPEF III Fund, has
discretionary authority and control over all of the assets of SAPEF III Fund,
including the power to vote and dispose of the Shares. Therefore, SAPEF G.P.
may be deemed to have sole power to direct the voting and disposition of
8,718,504 Shares.
Capital Partners, in its capacity as a shareholder of SAPEF G.P.,
and its capacity as the parent company of Brait International Limited, has
discretionary authority and control over all of the assets of SAPEF G.P. and
Brait International Limited including the power to vote and dispose of the
Shares. Therefore, Capital Partners may be deemed to have sole power to direct
the voting and disposition of 9,221,526 Shares.
Brait S.A., in its capacity as the parent company of Capital
Partners and in its capacity as the parent company of Brait Capital Partners
Trustees (Pty) Ltd and Brait Capital Partners SA (Pty) Ltd., the trustee and
manager, respectively, of South African Private Equity Trust III ("SAPET III")
has discretionary authority and control over all of the assets of Capital
Partners and SAPET III, including the power to vote and dispose of the Shares.
Therefore, Brait S.A. may be deemed to have sole power to direct the voting
and disposition of 9,387,984 Shares.
(c) Except as set forth in Item 6 below, the Reporting Persons have not
effected or caused to be effected any transactions with respect to the Shares
in the 60 days prior to the date hereof.
(d) The Reporting Persons are not aware of any other person with the right to
receive the power to direct the receipt of dividends from, or the proceeds of
the sale of, any of the Shares beneficially owned by them.
(e) Brait International Limited beneficially owns 503,022 Shares
(approximately 0.89% of the total number of shares of Common Stock
Outstanding). SAPET III beneficially owns 166,458 shares of Special
Convertible Preferred Stock (approximately 0.29% of the total number of shares
of Common Stock Outstanding, assuming full conversion of all the shares of
Special Convertible Preferred Stock owned by SAPET III).
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Page 9
As previously reported in the Original Schedule 13D, SAPEF G.P.
acquired Shares pursuant to a Common Stock Purchase Agreement, dated as of
January 30, 2004 (the "Agreement"), between the Issuer and SAPEF G.P., which
provided for the sale of 105,661,428 Shares to SAPEF G.P. (or its nominees). A
copy of the Agreement attached as Exhibit A to the Original Schedule 13D is
incorporated herein by reference in response to this Item 6.
SAPEF III Fund, SAPET III and Brait International Limited have
entered into a Common Stock Purchase Agreement, dated as of June 22, 2006 with
investment entities affiliated with General Atlantic LLC and the Issuer (the
"Stock Purchase Agreement") pursuant to which these shareholders have agreed
to sell in a private placement to these investment entities 3,000,000 shares,
at a price of $24.00 per share, for an aggregate purchase price of $72.0
million.
SAPEF G.P. is a party to the Stock Purchase Agreement, which
provided for the sale of shares of Common Stock of the Issuer to certain
selling shareholders and certain investment entities affiliated with General
Atlantic, a private investment group (or its nominees). A copy of the
Agreement is attached hereto as Exhibit A and incorporated herein by reference
thereto in response to this Item 6.
The foregoing descriptions of the Agreement and the Stock Purchase
Agreement do not purport to be complete and are qualified in their entirety by
the terms of those agreements, which are incorporated herein by this
reference.
Except as described above and elsewhere in this Amendment, as of the
date hereof there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the parties named in Item 2 hereto
and between such persons and any person with respect to any of the securities
of the Issuer beneficially owned by SAPEF III Fund, SAPET III and Brait
International Limited.
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by this reference.
Page 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information in this statement is true, complete and
correct.
Date: June 30, 2006
SOUTH AFRICAN PRIVATE EQUITY FUND III L.P.
By: SAPEF III International G.P. Limited,
its General Partner
By: /s/ Brett Childs
-------------------------------
Name: Brett Childs
Title: Director
SAPEF III INTERNATIONAL G.P. LIMITED
By: /s/ Brett Childs
-------------------------------
Name: Brett Childs
Title: Director
CAPITAL PARTNERS GROUP HOLDINGS LIMITED
By: /s/ Brett Childs
-------------------------------
Name: Brett Childs
Title: Director
BRAIT S.A.
By: /s/ Anthony Ball
-------------------------------
Name: Anthony Ball
Title: Executive Chairman
Page 11
Exhibit Index
1. Stock Purchase Agreement
2. A written agreement relating to the filing of the joint disposal
statement as required by Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended ("Joint Filing Agreement")