v3.26.1
Common Stock
 12 Months Ended
Jun. 30, 2026
Common Stock [Abstract]  
Common Stock
14.
COMMON STOCK
Common stock
Holders of shares of Lesaka’s common stock are entitled to receive dividends and other distributions when declared by Lesaka’s
board of
directors out
of legally
available funds.
Payment of
dividends and
distributions is
subject to
certain restrictions
under the
Florida Business Corporation Act, including
the requirement that after making
any distribution Lesaka must be
able to meet its debts
as they become due in
the usual course of
its business. Upon voluntary or
involuntary liquidation, dissolution or winding up
of Lesaka,
holders of
common stock
share ratably
in the
assets remaining
after payments
to creditors
and provision
for the
preference of
any
preferred
stock
according
to
its
terms.
There
are
no
pre-emptive
or
other
subscription
rights,
conversion
rights
or
redemption
or
scheduled installment payment provisions relating to shares
of common stock. All of
the outstanding shares of common stock
are fully
paid and non-assessable.
Each holder of
common stock is
entitled to one
vote per share
for the election
of directors and
for all other
matters to be
voted
on by shareholders. Holders
of common stock may
not cumulate their
votes in the
election of directors, and
are entitled to
share equally
and ratably in the dividends that may be declared by the board of directors, but only after payment of dividends required to be paid on
outstanding shares of preferred stock according to its terms. The shares of
Lesaka common stock are not subject to redemption.
Issue of shares to Lesaka Cash Management sellers pursuant to
April 2022 transaction
The total purchase consideration
pursuant to the Lesaka
Cash Management acquisition
in April 2022 includes
3,185,079
shares
of the Company’s
common stock. These shares of
common stock were issued in
three
equal tranches on each of
the first, second and
third anniversaries of the April 14, 2022 closing. The Company legally issued
1,061,693
shares of its common stock, representing the
third and second tranche, to the Lesaka Cash
Management sellers in each of April 2025 and 2024,
respectively, and this had no impact
on the number of shares,
net of treasury,
presented in the consolidated
statement of changes in
equity during the year
ended June 30,
2025
and
2024,
respectively
because
these
shares
were
included
in
the
3,185,079
shares included
in
the
number
of shares,
net
of
treasury, as of June 30, 2025
and 2024.
Impact of non-vested equity shares on number of shares,
net of treasury
The Company’s
number of
shares, net
of treasury,
presented in
the consolidated
balance sheets
and consolidated
statement of
changes in
equity includes
participating non-vested
equity shares (specifically
contingently returnable
shares) as described
below in
Note
17
“—
Amended
and
Restated
Stock
Incentive
Plan—Restricted
Stock—General
Terms
of
Awards”.
The
following
table
presents a reconciliation
between the number
of shares, net of
treasury,
presented in the
consolidated statement of
changes in equity
and the
number of
shares, net
of treasury,
excluding non-vested
equity shares
that have
not vested
during the
years ended
June 30,
2026, 2025 and 2024:
2026
2025
2024
Number of shares, net of treasury:
Statement of changes in equity – common stock
83,306,794
81,249,097
64,272,243
Less: Non-vested equity shares that have not vested as of end of year (Note 17)
2,462,188
2,169,900
2,084,946
Number of shares, net of treasury excluding non-vested equity shares that have
not vested
80,844,606
79,079,197
62,187,297
Redeemable common stock issued pursuant to transaction with the IFC Investors
Holders of redeemable common
stock have all the rights enjoyed by
holders of common stock, however,
holders of redeemable
common
stock
have
additional
contractual
rights.
On
April
11,
2016,
the
Company
entered
into
a
Subscription
Agreement
(the
“Subscription Agreement”)
with International
Finance Corporation
(“IFC”), IFC
African, Latin
American and
Caribbean Fund,
LP
(“ALAC”),
IFC
Financial
Institutions
Growth
Fund,
LP,
and
Africa
Capitalization
Fund,
Ltd.
(collectively,
the
“IFC
Investors”).
Under the Subscription Agreement, the IFC Investors purchased,
and the Company sold in the aggregate, approximately
9.98
million
shares of the Company’s common stock, par value $
0.001
per share, at a price of $
10.79
per share, for gross proceeds to the Company
of approximately
$
107.7
million. The Company
accounted for
these
9.98
million shares
as redeemable
common stock
as a result
of
the put option discussed below.
On May
19, 2020,
the Africa
Capitalization Fund,
Ltd sold
its entire
holding of
2,103,169
shares of
the Company’s
common
stock and
therefore the
additional contractual
rights, including
the put
option rights
related to
these
2,103,169
shares, expired.
The
Company reclassified $
22.7
million related to
these
2,103,169
shares sold from
redeemable common stock
to additional paid-in-capital
during the year ended June 30, 2020.
14.
COMMON STOCK (continued)
Redeemable common stock issued pursuant to transaction with the IFC Investors (continued)
During the
year ended
June 30,
2026, ALAC,
made numerous
filings on
Form 4
Statement of
Beneficial Ownership
with the
United States Securities and Exchange
Commission reporting that ALAC
had sold an aggregate of
925,352
shares of the Company’s
common stock and therefore the additional contractual rights, including
the put option rights related to these
925,352
shares, expired.
The Company
reclassified $
10.0
million related
to these
925,352
shares sold
from redeemable
common stock
to additional
paid-in-
capital during the year ended June 30, 2026.
On August 19, 202
2, the IFC Investors
filed an amended Form
13D/A, amendment no. 2,
with the United
States Securities and
Exchange
Commission
reporting
that
in
October
2017
and
February
2018,
the
IFC
sold
an
aggregate
of
514,376
shares
of
the
Company’s
common
stock
and therefore
the
additional
contractual
rights,
including
the put
option
rights
related
to
these
514,376
shares,
expired.
The
Company
reclassified
$
5.6
million
related
to
these
514,376
shares
sold
from
redeemable
common
stock
to
additional paid-in-capital during the year ended June 30, 2022.
The Company has entered
into a Policy Agreement with
the IFC Investors (the
“Policy Agreement”). The
material terms of the
Policy Agreement are described below.
Certain
IFC
Investors
were
investors
in
Adumo
and
the
Company
issued
an
aggregate
of
1,989,162
additional
shares
of
its
common stock at a price of $
4.79
to these IFC Investors pursuant to the Purchase Agreement (refer to Note 3). The Company
and the
IFC Investors amended
and restated the
Policy Agreement
(“Amended and
Restated Policy Agreement”)
to include these
additional
shares issued to
the IFC Investors
to also be
covered by the
put right included
in the Amended
and Restated Policy
Agreement. The
Company also accounted for these
1,989,162
shares as redeemable common stock as a result of the put option.
Board Rights
For so long as the IFC Investors in aggregate beneficially own shares representing at least
5
% of the Company’s common stock,
the IFC Investors will have the right to nominate one director to the Company’s board of directors. For so long as the IFC Investors in
aggregate beneficially
own shares representing
at least
2.5
% of the
Company’s
common stock,
the IFC Investors
will have the
right
to appoint
an observer
to the
Company’s
board of
directors at
any time
when they
have not
designated, or
do not
have the
right to
designate, a director.
Put Option
Each IFC Investor will have
the right, upon the occurrence of specified
triggering events, to require the Company
to repurchase
all of the shares
of its common stock purchased by
the IFC Investors pursuant to
the Subscription Agreement (or upon exercise
of their
preemptive rights
discussed below).
Events triggering
this put
right relate
to (1)
the Company
being the
subject of
a governmental
complaint alleging, a court judgment finding or an indictment alleging that the Company (a) engaged in specified corrupt,
fraudulent,
coercive, collusive or obstructive practices; (b) entered into transactions with targets of economic sanctions; or (c) failed to operate its
business in compliance with anti-money laundering and anti-terrorism laws; or (2) the Company rejecting a bona fide offer to acquire
all of its outstanding Common Stock at a time when it has in place or implements a shareholder rights plan, or adopting a shareholder
rights plan triggered by a beneficial ownership
threshold of less than
twenty
percent. The put price per share will
be the higher of the
price per
share paid
by the
IFC Investors
pursuant to
the Subscription
Agreement (or
paid when
exercising their
preemptive rights)
and the
volume weighted
average price
per share
prevailing for
the
60
trading days
preceding the
triggering event,
except that
with
respect to a put right triggered by rejection of a bona fide offer, the put price per share will be the highest price offered
by the offeror.
The Company believes that the
put option has no
value and, accordingly, has not recognized the put
option in its consolidated
financial
statements.
Registration Rights
The Company has agreed
to grant certain registration
rights to the IFC Investors
for the resale of their
shares of the Company’s
common stock, including filing a resale shelf registration statement and
taking certain actions to facilitate resales thereunder.
14.
COMMON STOCK (continued)
Redeemable common stock issued pursuant to transaction with the IFC Investors (continued)
Preemptive Rights
For so long as the IFC Investors hold in
aggregate
5
% of the outstanding shares of common stock of
the Company, each Investor
will have the right to purchase its pro-rata share of new issuances of securities by the Company,
subject to certain exceptions.
Common stock repurchases
October 2024 repurchase of common stock and issue of shares in Utilities transaction
On October
1, 2024,
the Company,
through Lesaka
SA, and
Crossfin Holdings
entered into
a share
purchase agreement
under
which Lesaka SA purchased
2,601,410
of the
3,587,332
Consideration Shares for ZAR
207.2
million ($
12.0
million). The transaction
was settled in early October 2024, and the shares of the Company’s common stock repurchased have been included in the Company’s
treasury
shares
included
in
its
consolidated
statement
of
changes
in
equity
for
the
year
ended
June
30,
2025,
respectively.
The
repurchase was made outside of the Company’s
then $
100
million share repurchase authorization.
The Company, through Lesaka SA, issued
1,092,361
of the
2,601,410
shares of the Company’s common stock to
the Seller under
the terms
of Recharger
Purchase Agreement
described in
Note 3
during the
year ended
June 30,
2025. The
Company recognized
a
gain of
$
0.4
million on issuance
of these which
is included in
the caption
additional paid-in-capital
in the consolidated
statement of
changes in equity for the year ended June 30, 2025. In
March 2026, Lesaka SA delivered
1,017,914
shares of the
2,601,410
shares of
the Company’s
common stock
to the
Seller under
the terms
of Recharger
Purchase Agreement.
The Company
recognized a
loss in
additional paid-in-capital of $
0.1
million during the year ended June 30, 2026, related to
the difference between in the value on March
3, 2026, and the price paid per share in October 2024.
Acquisition of Lesaka Hospitality non-controlling
interests
During the year
ended June 30,
2026, the Company
acquired all of the
issued share capital of
Lesaka Hospitality that
it did not
previously own for approximately $
6.5
million, which was settled utilizing
cash of $
3.5
million and the transfer of
662,714
shares of
Lesaka’s common stock with a fair value of $
3.0
million on closing on March 6,
2026. The
662,714
shares of the Company’s common
stock were
sourced from
the
2,601,410
shares of
the Company’s
common stock
referred to
above and
shares acquired
in December
2025.
The
Company
recognized
a gain
in
additional paid-in-capital
of $
0.1
million
related
to the
difference
between
the
value
on
March 6, 2026, and the price paid per share in October 2024 and December 2025, respectively. The acquisition of the non-controlling
interests was accounted for as an
equity transaction with a non-controlling interest
and accordingly
no
gain or loss was recognized in
the Company’s
consolidated statement of
operations. The carrying
amount of the
non-controlling interest
was adjusted to
reflect the
change in ownership interest in Lesaka Hospitality. The difference between the fair value of the consideration paid and the amount by
which the non-controlling interest was adjusted, of $
0.4
million, was recognized in, and increased, total Lesaka equity.
Executed under share repurchase authorizations
On
September 2, 2025,
the
Company’s
Board
of
Directors
approved
a
share
repurchase
authorization
to
repurchase
up
to
an
aggregate of $
15
million of common stock. The authorization has no expiration date. This share repurchase authorization replaces our
$
100
million
share repurchase
authorization
which
was approved
on February
5, 2020. The
share repurchase
authorization
will be
used at management’s discretion, subject to limitations imposed by
SEC Rule 10b-18 and other
legal requirements and subject to
price
and
other
internal
limitations
established
by
the
Board.
Repurchases
will
be
funded
from
the
Company’s
available
cash.
Share
repurchases may be
made through open-market
purchases, privately negotiated
transactions, or both.
There can be
no assurance that
the Company will
purchase any shares
or any
particular number of
shares. The authorization
may be suspended,
terminated or modified
at any time for
any reason, including market
conditions, the cost of
repurchasing shares, liquidity
and other factors that
management
deems
appropriate.
The
Company
did
no
t
repurchase
any
of
its
shares
during
the
years
ended
June
30,
2026,
2025,
and
2024,
respectively, under the share repurchase
authorization, however, it did repurchase
84,758
,
371,187
and
319,522
shares of its common
stock
from
its
employees
during
the
years
ended
June
30,
2026,
2025,
and
2024,
respectively,
refer
to
Note
17
for
additional
i
nformation regarding these repurchases.