-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OXH68YE5qzz0Yp71J7tmPl+8pUjbUuyzFu3doKVu8ZHUaac3B1x2HjEU4m0odnAe 6ZzdOakh1kjkoxMborKw3A== 0001062993-08-004849.txt : 20081106 0001062993-08-004849.hdr.sgml : 20081106 20081106165807 ACCESSION NUMBER: 0001062993-08-004849 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081106 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081106 DATE AS OF CHANGE: 20081106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NET 1 UEPS TECHNOLOGIES INC CENTRAL INDEX KEY: 0001041514 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 980171860 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31203 FILM NUMBER: 081167838 BUSINESS ADDRESS: STREET 1: 4TH FLOOR, PRESIDENT PLACE STREET 2: CNR. JAN SMUTS & BOLTON CITY: ROSEBANK, JOHANNESBURG STATE: T3 ZIP: 00000 BUSINESS PHONE: 27 11 343 2000 MAIL ADDRESS: STREET 1: 4TH FLOOR, PRESIDENT PLACE STREET 2: CNR. JAN SMUTS & BOLTON CITY: ROSEBANK, JOHANNESBURG STATE: T3 ZIP: 00000 8-K 1 form8k.htm Filed by sedaredgar.com - Net 1 UEPS Technologies, Inc. - Form 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2008

NET 1 UEPS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Florida 000-31203 98-0171860
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

President Place, 4th Floor, Cnr. Jan Smuts Avenue and Bolton Road
Rosebank, Johannesburg, South Africa
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: 011-27-11-343-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


Item 2.02. Results of Operations and Financial Condition.

Item 7.01. Regulation FD Disclosure.

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure.”

On November 6, 2008, Net 1 UEPS Technologies, Inc. (“Net1”) issued a press release setting forth Net1’s financial results for the three months ended September 30, 2008. A copy of Net1’s press release is attached as Exhibit 99.1.

Item 8.01. Other Events.

On November 6, 2008, Net1 issued a press release announcing that its Board of Directors has authorized the repurchase of up to $50 million of Net1’s common stock at any time and from time to time through December 31, 2009. The share repurchase authorization will be used in 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 Net1’s available cash. Share repurchases may be made through open market purchases, privately negotiated transactions, or both. There can be no assurance that Net1 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
   
99.1 Press Release, dated November 6, 2008, issued by Net 1 UEPS Technologies, Inc.
   
99.2 Press Release, dated November 6, 2008, Net1 announces share repurchase authorization.


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  NET 1 UEPS TECHNOLOGIES, INC.
     
     
Date: November 6, 2008 By: /s/ Serge Belamant
    Dr. Serge C.P. Belamant
Chief Executive Officer and Chairman of the Board


EX-99.1 2 exhibit99-1.htm PRESS RELEASE, DATED NOVEMBER 6, 2008 Filed by sedaredgar.com - Net 1 UEPS Technologies, Inc. - Exhibit 99.1

Exhibit 99.1

Net 1 UEPS Technologies, Inc. Announces 2009 First Quarter Results

Johannesburg, South Africa (November 6, 2008) – Net 1 UEPS Technologies, Inc. (“Net1” or the “Company”) (NASDAQ: UEPS; JSE: NT1) today announced results for the three months ended September 30, 2008.

Results

Three months ended September 30, 2008 and 2007



GAAP
Q1
2009
GAAP
Q1
2008
GAAP
Variance
%

Fundamental
Q1 2009 (1)

Fundamental
Q1 2008 (1)
Fundamental
Variance
%
Net income (USD’000) 26,244 17,928 46% 22,696 19,659 15%
           
Earnings per share, basic (US cents) 46 31                48% 40 34 18%
           
Revenue (USD’000) 67,935 60,259                13% 67,935 60,259 13%

(1) - Fundamental net income and earnings per share is GAAP net income and earnings per share excluding the amortization of acquisition-related intangible assets, net of deferred taxes, stock-based compensation charges and, where applicable, the effect of the change in the fully distributed tax rate from 35.45% to 34.55% . In addition, Johannesburg Stock Exchange (“JSE”) listing costs, a bank facility fee and an unrealized foreign exchange gain related to a short-term investment are also excluded in calculating fundamental net income and earnings per share.

     Since the Company’s reporting currency is the US dollar (“USD”) but its functional currency is the South African rand (“ZAR”), and due to the impact of currency fluctuations between the USD and the ZAR on the Company’s results of operations, the Company also analyzes its results of operations in ZAR to assist investors in understanding the changes in the underlying trends of its business. The USD was stronger against the ZAR during the three months ended September 30, 2008, as compared with the prior period. The impact of these changes on results of operations is shown under the column “Change” in the tables of key metrics included in Attachment A at the end of this press release.



GAAP
Q1
2009
GAAP
Q1
2008
GAAP
Variance
%

Fundamental
Q1 2009(1)

Fundamental
Q1 2008(1)
Fundamental
Variance
%
Net income (ZAR’000) 204,821 127,715 60% 176,673 140,049 26%
             
Earnings per share, basic (ZAR cents) 357 224 59% 308 245 26%
             
Revenue (ZAR’000) 530,197 429,269 24% 530,197 429,269 24%

1


(1) - Fundamental net income and earnings per share is GAAP net income and earnings per share excluding the amortization of acquisition-related intangible assets, net of deferred taxes, stock-based compensation charges and, where applicable, the effect of the change in the fully distributed tax rate from 35.45% to 34.55% . In addition, JSE listing costs, a bank facility fee and an unrealized foreign exchange gain related to a short-term investment are also excluded in calculating fundamental net income and earnings per share.

Use of Non-GAAP measures

     US securities laws require that when we publish any non-GAAP measures we disclose the reason for using the non-GAAP measure and provide reconciliation to the directly comparable GAAP measure. The presentation of fundamental earnings and headline earnings per share are non-GAAP measures.

Fundamental earnings

     Under US generally accepted accounting principles (“GAAP”), the Company is required to fair value all intangible assets on the date of acquisition and amortize these intangible assets over their expected useful lives. In addition, under GAAP, the Company is required to measure the fair value of options and other stock-based awards and recognize a stock-based compensation charge over the requisite service period. The Company's GAAP net income and earnings per common share for the three months ended September 30, 2008 and 2007 includes amortization of intangibles and stock-based compensation charges related to stock options and other stock-based awards, as well as JSE listing costs, a bank facility fee and an unrealized foreign exchange gain related to a short-term investment. Finally, the effect of the change in the fully distributed tax rate from 35.45% to 34.55% in July 2008 is included in the Company’s net income and earnings per common share for the period ended September 30, 2008. The Company excludes all of the above-mentioned amounts when calculating fundamental net income and earnings per common share because management believes that these adjustments enhance its own evaluation, as well as an investor's understanding, of the Company's financial performance. Attachment B presents a reconciliation between GAAP and fundamental net income and earnings per common share.

Headline earnings per share (“HEPS”)

     The inclusion of HEPS in this press release is a requirement of our listing on the JSE. HEPS basic and diluted are calculated using net income which has been determined based on US GAAP. Accordingly, this may differ to the headline earnings per share calculation of other companies listed on the JSE as these companies may report their financial results under a different financial reporting framework, including, but not limited to, International Financial Reporting Standards. Attachment C presents the reconciliation between our net income used to calculate earnings per share basic and diluted and headline earnings per share basic and diluted.

2


First Quarter Highlights

  • Acquisition of BGS Smartcard Systems AG, an Austrian private company on August 27, 2008;
  • Successful demonstration of UEPS technology, together with Sberbank, to the Prime Minister of the Russian Federation at the World Economic Forum in Sochi;
  • Successful launch of our UEPS solution in Iraq for the distribution of grants;
  • Commencement of registration of grant recipients in Botswana;
  • Successful launch of our UEPS fleet management system with Wesbank in South Africa;
  • Continued wide-spread implementation of the UEPS technology across multiple business segments in Ghana;
  • Implementation of our wage payments system with our first major corporate customer;
  • Increased revenues and operating income in all provinces where we distribute social welfare grants;
  • Merchant acquiring system transactions increased 20% to $319.4 million in the first quarter of fiscal 2009 from $266.9 million in the first quarter of fiscal 2008 and the number of transactions processed per terminal increased 24% from the first quarter of fiscal 2008;
  • The total number of active UEPS smart card-based accounts increased 2% to 4,039,359 as of September 30, 2008, compared to September 30, 2007; and
  • The number of transactions processed by EasyPay increased 14% from the first quarter of fiscal 2008.

Comments and Outlook

     “I am very pleased with the results of our activities during the first quarter of fiscal 2009,” said Dr. Serge Belamant, Chairman and Chief Executive Officer of Net1. “The success of our business model is apparent in our financial results, despite the recent disruptions in the financial markets and concerns about a weakening global economy. I am particularly pleased to welcome the BGS team to the Net1 family and we are excited about the new dimension that this acquisition brings to Net1 to accelerate the global deployment of our technology,” he concluded.

     “We maintain our outlook of 15% fundamental earnings per share growth on a constant currency basis for fiscal 2009,” said Herman Kotzé, Chief Financial Officer of Net1. “Our GAAP earnings per share growth should exceed 25% on a constant currency basis as a result of the change in tax rates and the foreign exchange gains on a short-term investment,” he concluded.

Conference call

     Net1 will host a conference call to review first quarter results on November 7, 2008, at 8:00 a.m. Eastern Standard Time. To participate in the call, dial 1-800-860-2442 (US only), 1-866-519-5086 (Canada only), 0-800-917-7042 (U.K. only) or 0-800-200-648 (South Africa only) five minutes prior to the start of the call. Callers should request “Net1 call” upon dial-in. The call will also be webcast on the Net1 homepage, www.net1ueps.com. Please click on the webcast link at least 10 minutes prior to the call. A webcast of the call will be available for replay on the Net1 website through November 28, 2008.

3


About Net1 (www.net1ueps.com)

     Net1 provides its universal electronic payment system, or UEPS, as an alternative payment system for the unbanked and under-banked populations of developing economies. The Company believes that it is the first company worldwide to implement a system that can enable the estimated four billion people who generally have limited or no access to a bank account to enter affordably into electronic transactions with each other, government agencies, employers, merchants and other financial service providers. To accomplish this, the Company has developed and deployed the UEPS. This system uses secure smart cards that operate in real-time but offline, unlike traditional payment systems offered by major banking institutions that require immediate access through a communications network to a centralized computer. This offline capability means that users of Net1’s system can enter into transactions at any time with other cardholders in even the most remote areas so long as a portable offline smart card reader is available. In addition to payments and purchases, Net1’s system can be used for banking, health care management, international money transfers, voting and identification.

     The Company also focuses on the development and provision of secure transaction technology, solutions and services. The Company’s core competencies around secure online transaction processing, cryptography and integrated circuit card (chip/smart card) technologies are principally applied to electronic commerce transactions in the telecommunications, banking, retail, petroleum and utilities market sectors. These technologies form the cornerstones of the “trusted transactions” environment of Prism, a South African based subsidiary of the Company, and provide the Company with the building blocks for developing secure end-to-end payment solutions.

     Net1 recently acquired 80.1% of BGS Smartcard System AG (“BGS”), an Austrian company, whose core business consists of developing and integrating smart card-based offline and online financial transaction systems. Since 1993, BGS has implemented tailor-made smart card-based payment solutions, focusing on emerging economies and in cooperation with banks, enterprises and government authorities. BGS is headquartered in Vienna, Austria, and has subsidiaries in India and Russia, and a branch office in the Ukraine. Distributors are located in Asia, Central and South America, the Commonwealth of Independent States and the Middle East.

Forward-Looking Statements

     This announcement contains forward-looking statements that involve known and unknown risks and uncertainties. A discussion of various factors that could cause the Company's actual results, levels of activity, performance or achievements to differ materially from those expressed in such forward-looking statements are included in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise any of these statements to reflect future circumstances or the occurrence of unanticipated events.

Contact William Espley at Net1 Investor Relations at:
Telephone: 1-604-484-8750
Toll Free: 1-866-412-NET1 (6381)

4


NET 1 UEPS TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Operations

    Three months ended  
    September 30,  
    2008     2007  
    (In thousands, except per share data)  
REVENUE $  67,935   $  60,259  
EXPENSE            
     COST OF GOODS SOLD, IT PROCESSING,            
     SERVICING AND SUPPORT   19,236     15,143  
     SELLING, GENERAL AND ADMINISTRATION   17,998     16,464  
     DEPRECIATION AND AMORTIZATION   3,423     2,746  
             
OPERATING INCOME   27,278     25,906  
UNREALIZED FOREIGN EXCHANGE GAIN            
RELATED TO SHORT-TERM INVESTMENT   6,076     -  
INTEREST INCOME, net   3,162     2,982  
INCOME BEFORE INCOME TAXES   36,516     28,888  
INCOME TAX EXPENSE   9,902     10,872  
NET INCOME FROM CONTINUING OPERATIONS            
BEFORE MINORITY INTEREST AND LOSS FROM            
EQUITY-ACCOUNTED INVESTMENTS   26,614     18,016  
MINORITY INTEREST   60     (196 )
LOSS FROM EQUITY-ACCOUNTED            
INVESTMENTS   (310 )   (284 )
NET INCOME $  26,244   $  17,928  
Net income per share            
     Basic earnings, in cents – common stock and linked            
     units   45.7     31.4  
     Diluted earnings, in cents – common stock and            
     linked units   45.4     31.2  

5


NET 1 UEPS TECHNOLOGIES, INC.
Condensed Consolidated Balance Sheets

    Unaudited     (A)  
    September 30,     June 30,  
    2008     2008  
    (In thousands, except share data)  
ASSETS            
CURRENT ASSETS            
               Cash and cash equivalents $  245,924   $  272,475  
               Pre-funded social welfare grants receivable   64,834     35,434  
               Accounts receivable, net of allowances of – September: $243; June: $260   42,048     21,797  
               Finance loans receivable, net of allowances of – September: $1,086; June: $1,007   4,114     4,301  
               Deferred expenditure on smart cards   98     78  
               Inventory   6,840     6,052  
               Deferred income taxes   6,112     5,597  
                     Total current assets   369,970     345,734  
LONG-TERM RECEIVABLE   192     207  
PROPERTY, PLANT AND EQUIPMENT, NET OF ACCUMULATED            
DEPRECIATION OF – September: $25,759; June: $24,753   8,297     6,291  
EQUITY-ACCOUNTED INVESTMENTS   2,969     2,685  
GOODWILL   114,310     76,938  
INTANGIBLE ASSETS, NET OF ACCUMULATED AMORTIZATION OF –            
September: $18,461; June: $16,486   92,344     22,216  
TOTAL ASSETS   588,082     454,071  
LIABILITIES            
CURRENT LIABILITIES            
               Short-term loan facility   110,000     -  
               Accounts payable   8,379     4,909  
               Other payables   49,880     57,432  
               Income taxes payable   17,058     14,162  
                     Total current liabilities   185,317     76,503  
DEFERRED INCOME TAXES   38,716     33,474  
OTHER LONG-TERM LIABILITIES, including minority interest loans   4,507     3,766  
COMMITMENTS AND CONTINGENCIES   -     -  
TOTAL LIABILITIES   228,540     113,743  
MINORITY INTEREST   1,898     -  
SHAREHOLDERS’ EQUITY            
COMMON STOCK            
               Authorized: 83,333,333 with $0.001 par value;            
               Issued shares - September: 53,598,304; June: 53,423,552   52     52  
SPECIAL CONVERTIBLE PREFERRED STOCK            
               Authorized: 50,000,000 with $0.001 par value;            
               Issued and outstanding shares - September: 4,801,291; June: 4,882,429   5     5  
B CLASS PREFERENCE SHARES            
               Authorized: 330,000,000 with $0.001 par value;            
               Issued and outstanding shares (net of shares held by Net1) - September:            
               35,377,959; June: 35,975,818   6     6  
ADDITIONAL PAID-IN-CAPITAL   121,625     119,283  
TREASURY SHARES, AT COST: September: 306,269; June: 306,269   (7,950 )   (7,950 )
ACCUMULATED OTHER COMPREHENSIVE LOSS   (49,090 )   (37,820 )
RETAINED EARNINGS   292,996     266,752  
TOTAL SHAREHOLDERS’ EQUITY   357,644     340,328  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $  588,082   $  454,071  
               (A) – Derived from audited financial statements            

6


NET 1 UEPS TECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Cash Flows

    Three months ended  
    September 30,  
    2008     2007  
    (In thousands)  
             
Cash flows from operating activities            
Net income $  26,244   $  17,928  
Depreciation and amortization   3,423     2,746  
Loss from equity-accounted investments   310     284  
Fair value adjustment related to financial liabilities   (36 )   (73 )
Fair value of FAS 133 derivative adjustments   64     7  
Unrealized foreign exchange gain related to short-term            
investment   (6,076 )   -  
Interest payable   639     117  
Loss (Profit) on disposal of property, plant and equipment   1     (10 )
Minority interest   60     (196 )
Stock-based compensation charge   1,205     841  
Facility fee amortized   748     -  
(Increase) Decrease in accounts receivable, pre-funded            
social welfare grants receivable and finance loans receivable   (46,141 )   5,538  
(Increase) Decrease in deferred expenditure on smart cards   (23 )   94  
Increase in inventory   (217 )   (1,765 )
(Decrease) Increase in accounts payable and other payables   (14,415 )   12,419  
Decrease in taxes payable   3,409     496  
(Decrease) Increase in deferred taxes   (2,170 )   1,817  

     Net cash (used in) provided by operating activities

  (32,975 )   40,243  
             
Cash flows from investing activities            
Capital expenditures   (2,844 )   (671 )
Proceeds from disposal of property, plant and equipment   1     41  
Acquisition of BGS, net of cash acquired   (95,328 )   -  
Acquisition of shares in equity-accounted investments   (550 )   -  
     Net cash used in investing activities   (98,721 )   (630 )
             
Cash flows from financing activities            
Proceeds from issue of share capital, net of share issue            
expenses   155     150  
Proceeds from short-term loan facility   110,000     -  
Payment of facility fee   (1,100 )   -  
Proceeds from bank overdrafts   2     9  
Repayment of bank overdraft   (1 )   (16 )
     Net cash provided by financing activities   109,056     143  
             
Effect of exchange rate changes on cash   (3,911 )   4,039  
             
Net (decrease) increase in cash and cash equivalents   (26,551 )   43,795  
             
Cash and cash equivalents – beginning of period   272,475     171,727  
             
Cash and cash equivalents – end of period $  245,924   $  215,522  

7


Net 1 UEPS Technologies, Inc.
Attachment A

Key metrics and statistics at and for the three months ended September 30, 2008 and 2007 and June 30, 2008:

Three months ended September 30, 2008 and 2007 and June 30, 2008

                            Change – constant  
                    Change - actual   exchange rate(1)
                    Q1 ‘09   Q1 ‘09   Q1 ‘09   Q1 ‘09  
Key statement of operations data, in                   vs   vs   vs   vs  
’000, except EPS   Q1 ‘09     Q1 ‘08     Q4 ‘08   Q1 ‘08   Q4 ‘08   Q1 ‘08   Q4 ‘08  
    USD     USD     USD                  
   Revenue $ 67,935   $ 60,259   $ 62,231   13%   9%   24%   9%  
   Operating income   27,278     25,906     27,604   5%   (1)%   15%   (1)%  
   Income tax expense   9,902     10,872     11,376   (9)%   (13)%   0%   (13)%  
   Net income $ 26,244   $ 17,928   $ 21,482   46%   22%   60%   22%  
   Earnings per share,                                  
       Basic (cents)   46     31     38   48%   21%   63%   21%  
       Diluted (cents)   45     31     37   45%   22%   59%   22%  
   Fundamental earnings per share,                                  
       Basic (cents)   40     34     41   18%   (2)%   29%   (2)%  
                                   
Key segmental data, in ’000, except                                  
margins                                  
   Revenue:                                  
       Transaction-based activities $ 40,344   $ 38,164   $ 38,035   6%   6%   16%   6%  
       Smart card accounts   8,570     9,136     8,445   (6)%   1%   3%   2%  
       Financial services   1,784     2,183     1,934   (18)%   (8)%   (10)%   -8%  
       Hardware, software and related                                  
       technology sales   17,237     10,776     13,817   60%   25%   75%   25%  
             Total consolidated revenue $ 67,935   $ 60,259   $ 62,231   13%   9%   24%   9%  
                                   
   Consolidated operating income (loss):                                  
       Transaction-based activities $ 21,638   $ 20,589   $ 21,912   5%   (1)%   15%   (1)%  
       Smart card accounts   3,895     4,152     3,840   (6)%   1%   3%   1%  
       Financial services   327     446     524   (27)%   (38)%   (20)%   (38)%  
       Hardware, software and related                                  
       technology sales   4,134     1,940     2,123   113%   95%   133%   95%  
       Corporate/ Eliminations   (2,716 )   (1,221 )   (795 ) 122%   242%   144%   242%  
Total operating income $ 27,278   $ 25,906   $ 27,604   5%   (1)%   15%   (1)%  
                                   
   Operating income margin (%)                                  
       Transaction-based activities   54%     54%     58%                  
       Smart card accounts   45%     45%     45%                  
       Financial services   18%     20%     27%                  
       Hardware, software and related                                  
       technology sales   24%     18%     15%                  
       Overall operating margin   40%     43%     44%                  
                                   
    Sep 30,     Jun 30,                        
    2008     2008     Change                  
   Key balance sheet data, in ’000                                  
       Cash and cash equivalents $ 245,924   $ 272,475     (10)%                  
       Total current assets   369,970     345,734     7%                  
       Total assets   588,082     454,071     30%                  
       Total current liabilities   185,317     76,503     142%                  
       Total shareholders’ equity $ 357,644   $ 340,328     5%                  

(1) – This information shows what the change in these items would have been if the USD/ ZAR exchange rate that prevailed during the first quarter of fiscal 2009 also prevailed during the first quarter of fiscal 2008 and the fourth quarter of fiscal 2008.

8


Three months ended September 30, 2008 and 2007 and June 30, 2008 (continued)

              Change  
              Q1 ‘09   Q1 ‘09  
              vs   vs  

Additional information:

Q1 ‘09   Q1 ‘08   Q4 ‘08   Q1 ‘08   Q4 ‘08  

Transaction-based activities:

                   
   Total number of grants paid:                    
                     
       KwaZulu-Natal 5,230,041   5,040,155   5,182,170   4%   1%  
       Limpopo 2,958,456   2,935,110   2,957,809   1%   -%  
       North West 1,385,537   1,219,059   1,289,828   14%   7%  
       Northern Cape 497,726   496,101   496,884   -%   -%  
       Eastern Cape 2,058,236   2,137,975   2,047,136   (4 )% 1%  
  12,129,996   11,828,399   11,973,827   3%   1%  
                     
   Average revenue per grant paid: ZAR   ZAR   ZAR          
       KwaZulu-Natal 23.89   21.01   23.83   14%   -%  
       Limpopo 18.15   16.76   18.56   8%   (2 )%
       North West 25.68   21.10   22.39   22%   15%  
       Northern Cape 24.03   19.06   24.05   26%   -%  
       Eastern Cape 16.52   15.02   16.52   10%   -%  
                     
   UEPS merchant acquiring system:                    
       Terminals installed at period end 4,170   4,305   4,394   (3 )% (5 )%
       Number of participating retail                    
       locations at period end 2,382   2,578   2,454   (8 )% (3 )%
       Value of transactions processed                    
       through POS devices during the                    
       quarter (in ZAR ’000) 2,486,912   1,901,570   2,243,592   31%   11%  
       Value of transactions processed                    
       through POS devices during the                    
       completed pay cycles for the quarter                    
       (in ZAR ’000) 2,288,288   1,900,684   2,178,596   20%   5%  
       Average number of grants processed                    
       per terminal during the quarter 1,061   858   965   24%   10%  
       Average number of grants processed                    
       per terminal during the completed pay                    
       cycles for the quarter 983   858   936   15%   5%  
                     
   EasyPay transaction fees:                    
       Number of transactions processed 135,240,966   119,032,899   133,380,549   14%   1%  
       Average fee per transaction (in ZAR) 0.22   0.21   0.22   5%   -%  

9


Three months ended September 30, 2008 and 2007 and June 30, 2008 (continued)

                  Change  
                  Q1 ‘09   Q1 ‘09  
                  vs   vs  
  Q1 ‘09     Q1 ‘08     Q4 ‘08   Q1 ‘08   Q4 ‘08  
Smart card accounts:                        
   Total number of smart card accounts 4,039,359     3,943,580     4,022,193   2%   -%  
                         
Hardware, software and related                        
technology sales:                        
   Ad hoc significant hardware sales                        
   (USD ’000)                        
       Nedbank hardware 2,300     -     700   n/m   229%  
       Ghana – in terms of contract 3,900     1,000     5,000   290%   (22 )%
                         
Financial services: (USD ’000)                        
   Traditional microlending:                        
       Finance loans receivable – gross 2,595     5,249     2,864   (51 )% (9 )%
       Allowance for doubtful finance loans                        
       receivable (1,086 )   (3,011 )   (1,007 ) (64 )% 8%  
             Finance loans receivable – net 1,509     2,238     1,857   (33 )% (19 )%
                         
   UEPS-based lending:                        
       Finance loans receivable –net and                        
       gross (i.e., no provisions) 2,605     3,064     2,444   (15 )% 7%  
                         
Earnings (Loss) from equity-accounted                        
investments: (USD ’000)                        
       Beginning of period (2,611 )   (1,774 )   (2,389 )        
       Equity-accounted earnings (loss) (310 )   (284 )   (235 )        
                         
             Equity-accounted earnings (loss) –                        
             SmartSwitch Namibia(1) 6     (6 )   11          
             Equity-accounted earnings (loss) –                        
             SmartSwitch Botswana(1) (35 )   (92 )   97          
             Equity-accounted (loss) – VTU                        
             Colombia (246 )   (159 )   (301 )        
             Equity-accounted (loss) – VinaPay. (35 )   (27 )   (42 )        
                         
       Foreign currency adjustment 222     (54 )   13          
             End of period (2,699 )   (2,112 )   (2,611 )        

nm – Statistic not meaningful
(1) – includes the elimination of unrealized net income

10


Net 1 UEPS Technologies, Inc.
Attachment B

Reconciliation of GAAP results to fundamental results:

Three months ended September 30, 2008

  Three months ended September 30,  
      Amortization   Stock-       2008  
  2008   of intangible   based       Funda-  
  GAAP   assets(1) charge(2) Other(3) mental  
                     
   Net income (USD’000) 26,244   1,490   1,205   (6,243 ) 22,696  
   Earnings per share, basic (USD cents) 46               40  
                     
   Net income (ZAR’000) 204,821   11,631   9,404   (49,184 ) 176,673  
   Earnings per share, basic (ZAR cents) 357               308  
                     
(1) Amortization of Prism, EasyPay and BGS intangibles, net of deferred tax benefit:          
              $ ’000   ZAR ’000  
   Customer relationships             1,203   9,389  
   Trademarks             87   679  
   Software and unpatented technology             851   6,642  
   Deferred tax benefit             (651 ) (5,079 )
              1,490   11,631  
                     
(2) Includes stock-based compensation charges related to options and non-vested          
stock awards.                    
                     
(3) Other includes the following:                    
              $ ’000   ZAR ’000  
Tax rate change             (3,456 ) (26,524 )
JSE listing costs             441   3,442  
Facility fee             748   5,838  
Unrealized foreign exchange gain related to a short-term investment, net of tax of          
$2,100             (3,976 ) (31,940 )
              (6,243 ) (49,184 )

Three months ended September 30, 2007

  Three months ended September 30,  
      Amortization          
      of Prism and          
      EasyPay   Stock-   2007  
  2007   intangible   based   Funda-  
  GAAP   assets(1) charge(2) mental  
                 
   Net income (USD’000) 17,928   890   841   19,659  
   Earnings per share, basic (USD cents) 31           34  
                 
   Net income (ZAR’000) 127,714   6,344   5,991   140,049  
   Earnings per share, basic (ZAR cents) 224           245  
                 
(1) Amortization of Prism and EasyPay intangibles, net of deferred tax benefit:          
  $ ’000   ZAR ’000          
   Customer relationships 369   2,630          
   Software and unpatented technology 95   679          
   Trademarks 932   6,642          
   Deferred tax benefit (506 ) (3,607 )        
  890   6,344          
                 
(2) Includes stock-based compensation charge.                

11


Net 1 UEPS Technologies, Inc.
Attachment C

Reconciliation of net income used to calculate earnings per share basic and diluted and headline earnings per share basic and diluted:

Three months ended September 30, 2008 and 2007

    2008     2007  
Net income (USD’000) $ 26,244   $ 17,928  
Adjustments:            
   Profit on sale of property, plant and equipment (USD’000)   (1 )   (10 )
   Tax effects on above (USD’000)   -     4  
             
Net income used to calculate headline earnings (USD’000) $ 26,243   $ 17,922  
             
Weighted average number of shares used to calculate net income per share            
basic earnings and headline earnings per share basic earnings (‘000)   57,436     57,110  
             
Weighted average number of shares used to calculate net income per share            
diluted earnings and headline earnings per share diluted earnings (‘000)   57,766     57,453  
             
Headline earnings per share:            
   Basic earnings – common stock and linked units, in US cents   46     31  
   Diluted earnings – common stock and linked units, in US cents   45     31  

12


Net 1 UEPS Technologies, Inc.
Attachment D

FREQUENTLY ASKED QUESTIONS

1. What is the status of the SASSA tender?

     On November 3, 2008, we received the final decision in respect of the Payment Service Tender from the CEO of the South African Social Security Agency (“SASSA”), advising us that the CEO has decided to: (i) make no award of tenders submitted in response to SASSA Tender 19/06/BS and to terminate the procurement process; and (ii) defer a decision about commencing a fresh tender process for the provision of a social assistance grants payment service. The CEO cited a number of defects in the original request for proposals published by SASSA and in the bid evaluation process.

2. How does the cancellation of the tender influence the current contracts ?

     Our current contracts expire on March 31, 2009. We believe that SASSA’s statement to defer a decision about commencing a fresh tender process will necessitate a further extension of our current contracts. The terms and conditions of our current service level agreements will probably remain unchanged during any extension period.

3. How does the cancellation of the tender influence your strategic planning?

     SASSA may decide to extend our current contracts on a short term renewal basis. We have the capacity to operate this business without compromising our high service levels regardless of the period, or frequency, of any extension periods granted. Our medium and long term strategic goals are not dependent on our social welfare payments business. Our strategic planning is focused on the globalization of our technology by following a disciplined approach to new markets, through careful evaluation of new opportunities. Where we believe it makes sense, we will use partnerships or make acquisitions to accelerate our entry into new markets.

     Our technology is unique and unlike any other payment system, resulting in sales cycles that are unpredictable and often stretch over a period of years. It is therefore particularly difficult to provide clear short term visibility on our international prospects and the specific product, application or business model that will ultimately be implemented in a specific country or territory as a myriad of factors need to be considered, such as the corporate and regulatory environment, central bank requirements, tax regimes, compilation of business plans, etc. We have dedicated sales and marketing teams who focus on our specific target regions of Africa, the Middle East and Central and Eastern Europe and we plan to introduce dedicated teams for South America and Asia – Pacific Rim in the near future. We have expanded our strategic planning to include the BGS activities and prospects, with particular emphasis on significantly expanding the application of our technology in the Russian Federation and the CIS Republics with our current partners as well as other interested organizations. We recently completed a comprehensive training program of the BGS business development team to ensure that their activities are aligned with the Net1 group strategy.

4. What was the rationale for acquiring BGS Smartcard Systems AG (“BGS”)?

     BGS is an Austrian company whose core business consists of developing and integrating smart card-based offline and online financial transaction systems. Since 1993, BGS has implemented tailor-made smart card-based payment solutions, focusing on emerging economies and in cooperation with banks, enterprises and government authorities. BGS has provided systems to customers in Russia, Ukraine, Uzbekistan, India and Oman. BGS’ system, Dual Universal Electronic Transactions (“DUET”), was developed by BGS as a derivative of the first version of our UEPS technology that we licensed to BGS in 1993. BGS’ largest customer is Sberbank, the largest financial institution in Russia, which owns the remaining 19.9% of BGS.

     BGS is headquartered in Vienna, Austria, and has subsidiaries in India and Russia, and a branch office in the Ukraine. Distributors are located in Asia, Central and South America, the Commonwealth of Independent

13


States and the Middle East. BGS employs more than 100 people worldwide, including 75 staff members in the research and development and the technical division. BGS’ approach is to offer its customers an adaptive and flexible turnkey solution which encompasses modular smart card and back-office solutions, hardware, consulting services, product customization and integration, installation, system implementation and technical support and training.

We believe that the acquisition of BGS offers numerous potential strategic benefits, including the following:

  • Increasing Net1’s revenues from providing its financial services and value-added products to a new cardholder base. BGS has historically employed a business model which focused on selling its product offering into various countries. In contrast, Net1’s service-based business model focuses on generating continuing revenues from its cardholder base through transaction-based fees, financial services and value-added products. We believe that the geographical footprint of BGS is now large enough to allow us to overlay our service-based model onto the various DUET systems operating in Russia and other countries, thereby creating new revenue streams for BGS and system operators.

  • Enhancing Net1’s product offering by leveraging technology platforms and IT development resources. We believe that our technological leadership in fields such as biometric identification and in the integration of its UEPS technology with GSM will allow us to create new business opportunities for BGS such as national identification, voting and welfare distribution systems and cell phone-based payment solutions. Further, the addition of BGS’ skilled human resources in the information technology area should greatly assist us in the ongoing development of our technologies and maintenance of our existing systems.

  • Increasing the depth of the management team with the addition of experienced executives. Leonid Delberg and Richard Schweger have led BGS since 1997 and have over 25 years of combined experience in the smart card industry. Messrs. Delberg and Schweger will continue as senior executives of BGS and oversee its expansion and integration with Net1. We believe that the expertise and experience of BGS’ senior management will greatly assist us in our global expansion initiatives.

  • Accelerating the rollout of UEPS in Russia and other new territories. There is little geographical overlap in our and BGS’ operations and thus, the acquisition offers us the opportunity to establish relationships in countries where we believe there are exciting opportunities for the implementation of our technology but where we have minimal current relationships. We believe that having a local partner is important to the success of international implementation of our systems. We further believe that Sberbank, through its leading market position in Russia, can offer Net1 its extensive business network to implement our complete suite of products there and will be motivated to do so by virtue of its continued participation as a shareholder in BGS.

14


5. How was the acquisition of BGS financed?

     We obtained a $110 million six-month bank loan facility to fund the cash portion of the purchase price for the BGS acquisition. We were entitled to settle the full facility at any time during the six-month period without incurring a prepayment penalty. During the three months ended September 30, 2008, we utilized approximately $103 million of this facility to pay the cash portion of the purchase price, the $1.1 million facility fee and transaction-related costs. The interest rate charged on this facility was LIBOR plus 2.50% .

     We paid the lender an upfront facility fee of $1.1 million and we have amortized the facility fee over the period that the loan was outstanding. Included in interest income, net for the three months ended September 30, 2008, is $0.7 million related to the facility fee. The remaining $0.4 million will be expensed during the three months ended December 31, 2008.

     On October 16, 2008, the Company used internally generated funds to repay the loan in full and all collateral security arrangements were terminated. Our secondary listing on the JSE provided us with the ability to utilize a substantial portion of our South African cash reserves to settle the loan. In anticipation of the listing and the subsequent repayment of the loan, we hedged the currency risk by investing the South African Rands earmarked for the loan repayment in a 32 day deposit account in Luxembourg. The subsequent depreciation of the Rand against the US dollar resulted in a realized foreign exchange gain of ZAR 248.1 million, of which we recognized ZAR 48.8 million as an unrealized gain during the first quarter.

6. Why did Net1 obtain a secondary listing on the JSE?

The main purposes for our listing on the JSE were to:

  • enhance South African investors’ awareness of us, thereby enlarging our potential investor base and increasing trade in our shares;

  • provide ourselves with an additional source from which capital to facilitate growth can be obtained;

  • optimize and simplify our capital structure by eliminating the linked units;

  • enable us to externalize our South African reserves when required;

  • externalize our South African reserves without incurring significant leakage;

  • facilitate direct investment in our common stock by South African residents and the investors utilizing the trading platform operated by the JSE; and

  • create additional liquidity for current South African investors.

     As a result of our listing on the JSE our shareholders are now able to trade their share of common stock on the Nasdaq Global Select Market, or Nasdaq, and the JSE. During the first quarter of fiscal 2009, we incurred expenses of approximately $0.4 million related to our inward listing on the JSE.

7. Has the volatility in the global equity and credit markets affected your business prospects?

     No. We have sufficient cash reserves and financing arrangements to continue our current business activities. We do not share the prevailing negative global sentiment towards emerging markets as our technology is focused on these territories and remains in demand, especially when the weaknesses of traditional banking systems have become patently clear. Significant weakness in our share price caused by the prevailing market conditions could, however, have an impact on our ability to pursue certain acquisitions that may accelerate our global expansion.

15


8. How do you forecast growth in the beneficiary numbers in your social welfare payment business?

     There are no official beneficiary growth forecasts. We forecast beneficiary numbers using the budgeted expenditure on social welfare grants provided in the South African government’s budget, taking into account that the amount budgeted for is a function of beneficiary numbers, as well as the average amount paid to each beneficiary class. Based on past experience and an analysis of the information at hand, we anticipate beneficiary growth of approximately 6% per annum. The growth in beneficiary numbers is fairly “lumpy” and is influenced by factors such as the government’s marketing and registration programs and the time taken by SASSA to process new grant applications.

9. What is the status of the wage payment system implementation with Grindrod Bank?

     We officially launched the wage payment system in the KwaZulu-Natal province on May 12, 2008 and we have successfully implemented several systems with smaller employers in the area, mainly in the agricultural sector. During the first quarter of fiscal 2009, we entered into an agreement with our first major corporate customer to utilize the wage payment system. Our customer is the largest provider of security and guarding services in South Africa and employs approximately 20,000 people. We commenced with the registration process during the second quarter of fiscal 2009 and we expect to complete the enrollment of all employees by the end of the third quarter of fiscal 2009.

10. What is the size of the market opportunity for the wage payment system and how successful will Net1 and Grindrod Bank be in penetrating this market?

     The target markets for the wage payment system are the un-banked and under-banked wage earners in South Africa, estimated at five million people. These wage earners are typically paid in cash on a weekly, bi-weekly or monthly basis and have all the risks associated with cash payments, but none of the benefits associated with having a formal bank account. Net1 and Grindrod Bank plan to offer these wage earners a UEPS smart card that will allow the card holder to receive payment, transact and access other financial services in a secure, cost-effective way.

     We market the wage payment system to medium and large employers and to trade unions. The value proposition presented to employers focuses on the following key features:

  • Safety – Security risks associated with cash transportation and short-payment disputes are eliminated;

  • Cost-effectiveness – Our wage payment solution is significantly cheaper than the current cost to employers of preparing and distributing cash pay packets;

  • Improved productivity – Our solution obviates the need to set aside valuable production time to physically pay employees; and

  • Convenience – With our system, wages can be distributed off-line at any time, and financial products, such as cash advances, can be offered to the employee without placing any administrative burden on the employer.

16


Our value proposition to unions and employees has the following key elements:

  • Safety – The personal safety risk of carrying cash is eliminated;

  • Security – Our smart cards can only be used in conjunction with biometric verification and are completely loss tolerant – no money is lost if the card is lost or stolen;

  • Convenience – Our cards can be used at any participating retailer or service provider at any time. Card holders can obtain cash from any participating retailer, eliminating the need to search for an available ATM;

  • Cost effectiveness – Our solution is significantly cheaper than any other bank product, as we recover our fees mainly from employers, merchants and service providers; and

  • Access to credible and affordable facilities, such as money transfers, loans, interest paying savings, life insurance and third party payments.

11. Can you provide an update on the Ghana contract?

     During the first quarter of fiscal 2009 we continued with the delivery of hardware including POS devices and the remaining smart cards under our contract with the Bank of Ghana. In addition, we commenced delivery of smart cards and ATMs under additional purchase orders we received. During the first quarter of fiscal 2009 we delivered hardware, including smart cards and terminals, to the Bank of Ghana and recognized revenue of approximately $3.9 million (ZAR 30.4 million).

12. What is the status of the UEPS deployment in Iraq?

     The first UEPS transaction was performed in August 2008, in Baghdad, Iraq, during the official launch of the UEPS smart card technology with the two state banks that are part of the consortium to which we are providing a customized UEPS banking and payment system. Our first project in Iraq is a pilot involving 100,000 beneficiaries. The pilot calls for implementation of our UEPS technology across selected bank branches and will enable the distribution and payment of government grants to war victims and martyrdom beneficiaries, as well as salary and wage distribution and payment to employees of the two banks. Approximately 40,000 beneficiaries have been registered and issued with UEPS cards to date.

     We expect to generate revenue in the second quarter of fiscal 2009. Under the agreement, we will receive ongoing transaction and license fees, as well as payments for the provision of outsourcing services and the sale of hardware.

13. What is VTU and how does the revenue model work?

     VTU, or Virtual Top Up, facilitates mobile phone-based pre-paid airtime vending. The VTU technology enables prepaid cell users to purchase additional airtime simply, securely and conveniently through the distribution of airtime value from a vendor’s cellular handset to that of the customer, as opposed to through the use of a voucher. We derive revenue from the sale of VTU licenses to mobile operators and we have recently established VTU businesses in Colombia and Vietnam, where we are minority shareholders in companies that provide a VTU service to prepaid cell phone users. These businesses generate revenue by charging a percentage of the value of the airtime distributed through VTU.

17


Our business in Colombia has demonstrated the following growth since April 2008:

  Apr-08   May-08   Jun-08   Jul-08   Aug-08   Sep-08   Oct-08  
Revenues (COP '000) 456,162   561,689   719,641   1,088,377   1,304,821   1,469,685   2,006,000  
Percentage growth                            
(month on month)     23%   28%   51%   20%   13%   36%  
                             
Number of transactions 67,973   83,646   105,983   166,009   226,475   281,927   400,000  
Percentage growth                            
(month on month)     23%   27%   57%   36%   24%   42%  

The average exchange rate during the seven months ended October 31, 2008 was US$ 1: COP 1919

14. What are your new patents for mobile payments all about?

     Our latest patents incorporate our UEPS and SIM card expertise into a system that will seamlessly bridge mobile phones to existing payment infrastructures such as ATMs, POS devices, the Internet and voice channels. The application of these patents will allow any mobile phone user to effect payments that are generally referred to as “card not present” payments completely securely, through the utilization of a once off, disposable, virtual credit or debit card.

15. What is the “pre-funded social welfare grant receivable” line item on the balance sheet?

     We have a unique cash flow cycle due to our obligations to pre-fund the payments of social welfare grants in the KwaZulu-Natal and Eastern Cape provinces. We provide the funds required for the grant payments on behalf of these provincial governments from our own cash resources and are reimbursed within two weeks by the KwaZulu-Natal and Eastern Cape governments, thus exposing ourselves to these provinces’ credit risk. In addition, through our merchant acquiring system, we may also pre-fund social welfare grants in the provinces where we operate. These obligations result in a peak funding requirement, on a monthly basis, of approximately $48.9 million (ZAR 340 million) for each of the KwaZulu-Natal and Eastern Cape contracts. The funding requirements are at peak levels for the first three weeks of every month during the year.

     The pre-funded social welfare grant receivable line also includes funding provided to certain merchants participating in our merchant acquiring system. This funding is provided in order to provide liquidity during the peak payment periods of the month (usually the first week of the pay cycle) because the payment of social welfare grants on our behalf places a burden on the merchant’s cash resources. In cases where the merchant is not provided pre-funding during the payment cycle it is reimbursed within 48 hours of the payment of the social welfare grant on our behalf. The amount paid as social welfare grants by the merchants on our behalf are available almost immediately from the provincial governments in the Limpopo, North West and Northern Cape provinces and within two weeks from the KwaZulu-Natal and Eastern Cape provincial governments because we pre-fund these two provinces.

     The actual quantum of Net1’s cash reserves should be evaluated by regarding this highly liquid, very short-term receivable as a near-cash equivalent.

18


16. How are you growing the management team?

     During the last year, we made significant progress in strengthening the Net1 management team. Also, our recent acquisition of BGS provides us with two executives with long experience in the smart card industry and additional IT professionals to strengthen the Net1 research and development environment.

     We have appointed three senior managers to assist Brenda Stewart, our senior vice-president of marketing and sales with project management, marketing and implementation activities on a global basis. We have also appointed a senior manager to oversee the established activities of our international and SmartSwitch operations and we have created an investment forum to consider all aspects of prospective investments in new territories.

     Our finance, administration, human resources, compliance and treasury functions are growing continuously to provide a high level of support to the group.

     Our vice president – investor relations recently resigned but we are actively seeking a replacement to address shareholder queries and improve our investor relations function.

     Finally, we have restructured and strengthened our operations teams to ensure ongoing effective management of our South African social welfare and wage payment activities.

     We are committed to growing the Net1 management team to ensure that we are able to capitalize on the myriad of opportunities we are presented with on an ongoing basis.

17. You are highly cash generative and show a strong cash balance on your balance sheet, why do you not return some of this money to shareholders?

     We have not paid any dividends on our shares of common stock during our last two fiscal years and presently intend to retain future earnings to finance the expansion of the business. We do not anticipate paying any cash dividends in the foreseeable future. The future dividend policy will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors. We may also consider share buy-backs from time to time, depending on the prevailing market conditions.

18. What effect will the proposed abolishment of Secondary Taxation on Companies in South Africa have on Net1?

     On February 21, 2007, the South African Minister of Finance announced in his National Budget speech that the National Government intends to phase out Secondary Taxation on Companies, or STC, and introduce a dividend tax at a shareholder level. Currently, South African companies are required to pay STC at a rate of 10.00% on dividends distributed, subject to certain exemptions. If a dividend tax is introduced South African companies will no longer be liable to pay STC and the shareholder will be liable to pay the dividend tax. Treaty relief would be available for foreign shareholders.

     The reform is being implemented in two phases. The first phase entailed a reduction of the STC rate, effective October 1, 2007, to 10.00% and the second phase, now expected in calendar 2010 will result in a total conversion to a dividend tax. It is likely that South African companies will be required to withhold the dividend tax on all dividends paid.

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     We can not reasonably determine whether the second phase will be enacted as proposed and we will comply with that new tax legislation once it has been enacted. If the announcements made by the South African Minister of Finance in his National Budget speeches regarding the second phase are enacted, under current enacted tax legislation, we expect the proposed replacement of STC with a dividend tax to reduce our current fully distributed rate of 34.55% to 28%. Under US GAAP, we apply the fully distributed tax rate of 34.55% to our deferred taxation assets and liabilities. We have not yet determined whether we would qualify for the treaty relief available to foreign shareholders.

19. What effect did the change in the South African tax rate from 29% to 28% have on your first quarter of fiscal 2009 results?

     The change in tax rate was promulgated on July 22, 2008. Our fully distributed tax rate was reduced to 34.55% from 35.45% during the first quarter of fiscal 2009 and has resulted in an income tax benefit included in our income tax expense line of $3.5 million.

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EX-99.2 3 exhibit99-2.htm PRESS RELEASE, DATED NOVEMBER 6, 2008 Filed by sedaredgar.com - NET 1 UEPS Technologies Inc. - Exhibit 99.2

Exhibit 99.2

NET1 ANNOUNCES SHARE REPURCHASE AUTHORIZATION

Johannesburg, November 6, 2008 – NET 1 UEPS Technologies Inc. (NASDAQ: UEPS; JSE Limited: NT1) (“Net1” or “the Company”) announced today that its Board of Directors has authorized the repurchase of up to $50 million of the Company's common stock at any time and from time to time through December 31, 2009.

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.

As of November 6, 2008 Net1 had a total of approximately 58,399,595 shares of common stock issued and outstanding.

About Net1 (www.net1ueps.com)

Net1 provides its universal electronic payment system, or UEPS, as an alternative payment system for the unbanked and under-banked populations of developing economies. The Company believes that it is the first company worldwide to implement a system that can enable the estimated four billion people who generally have limited or no access to a bank account to enter affordably into electronic transactions with each other, government agencies, employers, merchants and other financial service providers. To accomplish this, the Company has developed and deployed the UEPS. This system uses secure smart cards that operate in real-time but offline, unlike traditional payment systems offered by major banking institutions that require immediate access through a communications network to a centralized computer. This offline capability means that users of Net1’s system can enter into transactions at any time with other cardholders in even the most remote areas so long as a portable offline smart card reader is available. In addition to payments and purchases, Net1’s system can be used for banking, health care management, international money transfers, voting and identification.

The Company also focuses on the development and provision of secure transaction technology, solutions and services. The Company’s core competencies around secure online transaction processing, cryptography and integrated circuit card (chip/smart card) technologies are principally applied to electronic commerce transactions in the telecommunications, banking, retail, petroleum and utilities market sectors. These technologies form the cornerstones of the “trusted transactions” environment of Prism, a South African based subsidiary of the Company, and provide the Company with the building blocks for developing secure end-to-end payment solutions.


Net1 recently acquired 80.1% of BGS Smartcard System AG (“BGS”), an Austrian company, whose core business consists of developing and integrating smart card-based offline and online financial transaction systems. Since 1993, BGS has implemented tailor-made smart card-based payment solutions, focusing on emerging economies and in cooperation with banks, enterprises and government authorities. BGS is headquartered in Vienna, Austria, and has subsidiaries in India and Russia, and a branch office in the Ukraine. Distributors are located in Asia, Central and South America, the Commonwealth of Independent States and the Middle East.

This announcement contains forward-looking statements that involve known and unknown risks and uncertainties. A discussion of various factors that could cause the Company’s actual results, levels of activity, performance or achievements to differ materially from those expressed in such forward-looking statements are included in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise any of these statements to reflect future circumstances or the occurrence of unanticipated events.

Contact:

Net 1 UEPS Technologies, Inc.
William Espley
Net1 Investor Relations
(604) 484-8750 or Toll Free: 1-866-412-NET1 (6381)
www.net1ueps.com


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