v3.26.1
Borrowings
 9 Months Ended
Mar. 31, 2026
Borrowings [Abstract]  
Borrowings
Movement in short-term credit facilities
Summarized below
are the
Company’s
short-term facilities
as of
March 31,
2026, and
the movement
in the
Company’s
short-
term facilities from as of June 30, 2025 to as of March 31, 2026:
9.
Borrowings
Refer to
Note 12
to the
Company’s
audited consolidated
financial statements
included in
its Annual
Report on
Form 10-K
for
the year ended June 30, 2025, for additional information regarding
its borrowings.
Reference rate reform
After the
transition
away from
certain
interbank
offered
rates in
foreign
jurisdictions
(“IBOR reform”),
the reforms
to South
Africa’s
reference interest
rate are now
accelerating rapidly.
The Johannesburg
Interbank Average
Rate (“JIBAR”)
will be replaced
by the new South African Overnight Index Average
(“ZARONIA”) following the cessation of JIBAR after its final publication on
31
December
2026.
ZARONIA
reflects
the
interest
rate
at
which
rand-denominated
overnight
wholesale
funds
are
obtained
by
commercial
banks.
The “No
New
JIBAR”
initiative
will commence
on 1
May 2026,
marking
the cut-off
date
from which
market
participants should no
longer enter
into new
financial contracts
referencing JIBAR, except
in clearly
defined and limited
circumstances.
Certain of the
Company’s borrowings referenced JIBAR as
a base interest
rate. In February
2026, the Company amended
its borrowing
agreement to change
the reference rate
from JIBAR to
ZARONIA from April
1, 2026 in
anticipation of the
“No New JIBAR”
initiative.
The reference rate applicable to
Facilities A and B will be
ZARONIA plus a credit adjustment
spread (“CAS”), intended to place
the
parties in
substantially the
same economic
position as
if JIBAR
had not
ceased. As
of April
1, 2026,
ZARONIA and
JIBAR were
6.606
% and
6.760
%, respectively, implying an indicative CAS of
0.154
%, or
15.4
basis points, to align ZARONIA
with the prevailing
JIBAR rate on
that date. The
final CAS will
be determined in
accordance with the
CTA,
either by agreement
between the Company
and
the
facility
agent
or,
failing
agreement,
by
the
facility
agent
using
the
applicable
SARB-recommended
or
market-adopted
methodology.
South Africa
The JIBAR, an average of
3 month negotiable certificates of deposit
(“NCD”) rates, on March 31, 2026,
was
6.75
%. The prime
rate,
the
benchmark
rate
at
which
private
sector
banks
lend
to
the
public
in
South
Africa,
on
March
31,
2026,
was
10.25
%.
The
ZARONIA rate on March 31, 2026, was
7.00
%.
Facilities obtained in February 2025
Long-term borrowings – Facility A and Facility B Agreements
On February 27, 2025, the Company, Lesaka SA and a
number of other subsidiaries of Lesaka
SA entered into a Common Terms
Agreement (the “Original CTA”) with FirstRand
Bank Limited (acting through
its Rand Merchant Bank
division) (“RMB”), FirstRand
Bank
Limited
(acting
through its
WesBank
division)
(“WesBank”),
FirstRand
Bank
Limited
being
a
South
African
corporate
and
investment
bank,
Investec
Bank
Limited
(acting
through
its
Investment
Banking
division:
Corporate
Solutions)
(“Investec”
and
together with RMB and WesBank,
the “Lenders”), a South African
corporate and investment bank,
and Bowwood and Main No
408
(RF) Proprietary Limited (“Debt Guarantor”), a South African company incorporated for the sole purpose of holding collateral for the
benefit of the Lenders and acting as debt guarantor,
and certain other parties.
On February
27, 2026,
the Company,
Lesaka SA
and a
number of
other subsidiaries
of Lesaka
SA, the
Lenders and
the Debt
Guarantor
entered into
a Amended
and Restated
Common Terms
Agreement
(“Restated CTA”)
which replaced
the Original
CTA,
and:
●
amended the reference rate from JIBAR TO ZARONIA;
●
aligned the
annual repayment
dates for
Facility B
from February
to March,
with the
final maturity
date unchanged
as
February 27, 2029; and
●
updated
certain provisions to expressly permit the implementation of interest rate hedging.
The Restated CTA was further
amended by a letter dated March 27, 2026.
On March 31, 2026, the Company made its first scheduled repayment of
ZAR
150.0
million ($
9.0
million) related to Facility B.
Short-term facility - General Banking Facility
Concurrent with
the execution
of the
Original CTA,
Lesaka SA
and RMB
entered into
a General
Banking Facility
Agreement
(the “Original GBF Agreement”), which was amended by an addendum
dated on or about July 16, 2025. On March 27, 2026, Lesaka
SA and
RMB entered
into an
Amended and
Restated General
Banking Facility
(“Restated GBF
Agreement”) to
amend and
replace
the Original GBF Agreement. Pursuant
to the Restated GBF
Agreement, Lesaka SA and certain
of its subsidiaries have access
to direct
facilities
of
ZAR
1.1
billion
($
67.1
million),
which
include
a
general
banking
facility
(a
demand
facility);
short-term
direct
and
contingent facilities which cover
forward exchange contracts and credit
cards; an indirect facility of ZAR
57.7
million ($
3.4
million)
for bank
guarantees; and
settlement lines
of ZAR
326.0
million ($
19.1
million). The
direct facilities
may be
reallocated as
indirect
facilities, and indirect facilities may be reallocated as direct facilities.
The facilities under the
Restated GBF Agreement were
available for utilization
from March 30, 2026,
and are subject to annual
review by RMB. Lesaka SA
paid an upfront fee of
ZAR
3.45
million ($
0.2
million, translated at rates
applicable as of March 31,
2026)
to the RMB related to this transaction.
9.
Borrowings (continued)
(1) Represents the effects of the fluctuations between the
ZAR and the U.S. dollar.
RMB
RMB
Nedbank
GBF
Other
Facilities
Total
Short-term facilities available as of March 31, 2026
$
67,064
$
3,383
$
9,179
$
79,626
Overdraft
67,064
-
-
67,064
Indirect and derivative facilities
-
3,383
9,179
12,562
Movement in utilized overdraft facilities:
No restrictions as to use
24,469
-
-
24,469
Balance as of June 30, 2025
24,469
-
-
24,469
Utilized
93,417
-
-
93,417
Repaid
(82,477)
-
-
(82,477)
Guarantee fee paid
(257)
-
-
(257)
Foreign currency adjustment
(1)
673
-
-
673
Balance as of March 31, 2026
35,825
-
-
35,825
No restrictions as to use
$
35,825
$
-
$
-
$
35,825
Interest rate as of March 31, 2026 (%)
(2)
9.75
N/A
N/A
Interest rate as of June 30, 2025 (%)
(2)
10.25
N/A
N/A
Movement in utilized indirect and derivative facilities:
Balance as of June 30, 2025
$
-
$
1,864
$
119
$
1,983
Guarantees cancelled
-
(1,635)
-
(1,635)
Utilized
-
1,559
-
1,559
Foreign currency adjustment
(1)
-
76
5
81
Balance as of March 31, 2026
$
-
$
1,864
$
124
$
1,988
Facilities
Lesaka A
Lesaka B
Asset
backed
CCC
Total
Included in current
$
-
$
8,448
$
3,508
$
-
$
11,956
Included in long-term
120,375
47,873
3,671
16,894
188,813
Opening balance as of June 30, 2025
120,375
56,321
7,179
16,894
200,769
Facilities utilized
-
-
3,763
972
4,735
Facilities repaid
-
(8,953)
(3,635)
-
(12,588)
Non-refundable fees paid
-
-
-
(33)
(33)
Non-refundable fees amortized
233
-
5
20
258
Foreign currency adjustment
(1)
4,931
2,466
320
711
8,428
Closing balance as of March 31, 2026
125,539
49,834
7,632
18,564
201,569
Included in current
-
11,726
3,601
-
15,327
Included in long-term
125,539
38,108
4,031
18,564
186,242
Unamortized fees
(847)
-
-
(14)
(861)
Due within 2 years
-
17,588
2,416
-
20,004
Due within 3 years
126,386
20,520
1,403
18,578
166,887
Due within 4 years
-
-
212
-
212
Due within 5 years
$
-
$
-
$
-
$
-
$
-
Interest rates as of March 31, 2026 (%):
10.00
9.90
11.00
10.15
Base rate (%)
6.75
6.75
10.25
10.25
Margin (%)
3.25
3.15
0.75
(0.10)
(2)
(3)
(4)
(5)
Interest rates as of June 30, 2025 (%):
10.54
10.44
11.50
11.70
Base rate (%)
7.29
7.29
10.75
10.75
Margin (%)
3.25
3.15
0.75
0.95
Footnote number
(2)
(3)
(4)
(6)
(1) Represents the effects of the fluctuations between the ZAR and the
U.S. dollar.
(2) Interest on Facility A and Facility
B is based on the JIBAR (ZARONIA from April 1,
2026) in effect from time to time plus
an initial margin
of
3.25
% per annum until
June 30, 2025. From
July 1, 2025, the
margin on Facility
A is determined
with reference
to the Net Debt
to EBITDA Ratio, and
the margin will be
either (i)
3.25
%, if the Net Debt
to EBITDA Ratio is
greater than or
equal
to 2.5 times; or (ii)
2.5
%, if the Net Debt to EBITDA Ratio is less than 2.5 times.
(3) Interest on Facility B is calculated based on JIBAR (ZARONIA from April 1, 2026)
from time to time plus an initial margin
of
3.15
% per annum until June 30, 2025. From July 1, 2025, the margin
on Facility B is determined with reference to the Net Debt to
EBITDA Ratio, and the margin will be either
(i)
3.15
%, if the Net Debt to EBITDA Ratio is greater than
or equal to 2.5 times; or (ii)
2.4
%, if the Net Debt to EBITDA Ratio is less than 2.5 times.
(4) Interest is charged at prime plus
0.75
% per annum on the utilized balance.
(5) Interest is charged at prime less
0.10
% per annum on the utilized balance.
(6) Interest is charged at prime plus
0.95
% per annum on the utilized balance.
Interest expense incurred under the Company’s South African long-term borrowings and included in the
caption interest expense
on the condensed consolidated statement of operations during the three months ended March 31,
2026 and 2025, was $
2.3
million and
$
4.2
million, respectively. Prepaid facility fees amortized
included in interest expense during the three months ended March 31, 2026
and 2025, respectively,
were $
0.1
million and $
0.1
million, respectively.
Interest expense incurred under the Company’s South African long-term borrowings and included in the
caption interest expense
on the condensed consolidated statement of operations during the nine months ended March 31, 2026 and 2025, was $
9.8
million and
$
4.2
million, respectively.
Prepaid facility fees amortized included
in interest expense during the nine
months ended March 31, 2026
and 2025, respectively,
were $
0.2
million and $
0.1
million, respectively.
9.
Borrowings (continued)
Movement in long-term borrowings (continued)
Interest expense incurred under the Company’s
South African long-term borrowings to fund its Consumer lending book (for the
three
months
ended
March
31,
2026)
and
interest
incurred
under
the
Company’s
CCC and
K2020
facilities
relates
to
borrowings
utilized to fund a portion of the Company’s merchant finance loans receivable were $
1.5
million and $
0.4
million, respectively, and is
included in the caption cost of
goods sold, IT processing, servicing and support
on the condensed consolidated statement of operations
for the three months ended March 31, 2026 and 2025.
(2) RMB GBF interest is set at prime less
0.50
%.
Interest expense incurred under
the Company’s South African short-term borrowings
and included in
the caption interest
expense
on the condensed consolidated statement of operations during the three months ended March 31,
2026 and 2025, was $
0.8
million and
$
0.6
million, respectively.
Interest expense incurred
under the Company’s
South African
short-term borrowings
and included
in the
caption interest
expense on
the condensed
consolidated statement
of operations
during the
nine months
ended March
31, 2026
and
2025, was $
1.9
million and $
2.4
million, respectively.
The
Company
cancelled
Adumo’s
overdraft
arrangements
on
October
1,
2024,
and
settled
Adumo’s
outstanding
overdraft
balance of ZAR
20.0
million ($
1.1
million) on the
same day.
The repayment is
included in the
caption repayment
of bank overdraft
i
ncluded on the Company’s
unaudited condensed consolidated statements of cash flows for the nine months
ended March 31, 2025.
9.
Borrowings (continued)
Movement in long-term borrowings
Summarized below is the movement in the Company’s
long-term borrowing from as of June 30, 2025 to as of March 31, 2026:
Interest expense incurred under the Company’s
South African long-term borrowings to fund its Consumer lending book (for the
nine months ended
March 31,
2026)
and interest incurred
under the
Company’s CCC and K2020
facilities relates
to borrowings utilized
to fund a portion
of the Company’s merchant finance loans
receivable were $
4.8
million and $
0.4
million, respectively, and is included
in the caption cost of
goods sold, IT processing,
servicing and support on the
condensed consolidated statement of
operations for the
nine months ended March 31, 2026 and 2025.
The Company
cancelled Adumo’s
long-term
borrowings
arrangements on
October 1,
2024, and
settled Adumo’s
outstanding
balances
of ZAR
126.7
million
($
7.2
million) on
the same
day.
The repayment
is included
in the
caption
repayment of
long-term
borrowings included on the Company’s unaudited
condensed consolidated statements of cash flows for the nine months ended March
31, 2025.