Item 1.01 Entry into a Material Definitive Agreement.

On January 23, 2020, Net 1 UEPS Technologies Inc. ("Net1" or the "Company"), through its wholly owned subsidiary, Net1 Applied Technologies Netherlands B.V. ("Net1 BV"), and PayletterHoldings LLC (the "Purchaser") entered into an agreement (the "Purchase Agreement") pursuant to which Net1 BV agreed to sell its entire shareholding in Net1 Applied Technologies Korea Limited, the sole shareholder of KSNET, Inc., for $237 million. The transaction is subject to customary closing conditions and is expected to close in March 2020. The transaction is not subject to a financing condition.

The Purchaser agreed to transfer a contract deposit of $24 million (calculated as 10% of the $237 million purchase price) to a bank account designated by Net1 BV. Net1 BV will be entitled to keep the contract deposit if all closing conditions are met but the Purchaser fails to consummate the transaction. The contract deposit will be returned to the Purchaser if the transaction does not close for any other reason. The parties agreed to a first priority pledge over the contract deposit funds in favor the Purchaser. Interest at a rate of 16.42% per annum will accrue for the benefit of Net1 BV if the transaction closes after March 10, 2020, or a date agreed by the parties. The amount included in the contract deposit bank account will be applied against the purchase price upon closing.

The parties have agreed that the Purchaser will withhold the potential capital gains taxes of between $20 and $26 million from the purchase price and pay such amount, on behalf of Net1 BV, to the South Korean tax authorities. However, Net1 BV intends to approach the South Korean tax authorities in order to claim a refund, in full, of the capital gains taxes withheld. Net1 has not yet fully quantified its residual tax exposure related to this transaction, but estimates such amount to be between $15 and $21 million.

The Purchase Agreement requires the Purchaser to arrange, and pay for, warranty and indemnity insurance related to the transaction. Under the terms of the Purchase Agreement, neither the Purchaser nor any other Indemnified Purchaser Party (as defined in the Purchase Agreement) will be entitled to make any claim against Net1 BV arising out of, and Net1 BV shall not be liable for, any losses suffered or incurred by any Indemnified Purchaser Party in connection with any claims of any inaccuracy in or breach of any of the warranties made by Net1 BV in Section 3.1 or Section 3.2 in the Purchase Agreement, except in the case of any fraud perpetrated by Net1 BV.

Net1 BV expects to pay to FT Partners an advisors fee of approximately $7 million related to the closing of this transaction.

The description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, copies of which is attached hereto as Exhibit 10.66 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On January 27, 2020, the Company issued a press release announcing the agreement to sell its interest in KSNET as described in Item 1.01 above. A copy of Net1's press release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits

  Exhibit
    No.     Description

   10.66      Purchase Agreement, dated January 23, 2020, by and between
            PayletterHoldings LLC and Net 1 Applied Technologies Netherlands
            B.V.

   99.1       Press Release, dated January 27, 2020, issued by Net1

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