Filing Details

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CUSIP No. 251893103

1	NAMES OF REPORTING PERSONS
	Value Capital Partners (Pty) Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	South Africa
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			7,589,950
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			7,589,950
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,589,950
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

This statement relates to the common stock, par value $0.001 per share (the “Shares”), of Net 1 UEPS Technologies, Inc., a Florida corporation (the “Issuer”), with principal executive offices at President Place, 4th Floor, Cnr. Jan Smuts Avenue & Bolton Road, Rosebank, Johannesburg, South Africa.

(a)-(c): This Schedule 13D is being filed by Value Capital Partners (Pty) Ltd (“VCP”). The principal business address of VCP is 173 Oxford Rd, Rosebank, Gauteng, 2196, South Africa.  VCP’s principal business is to serve as investment manager to the Value Capital Partners H4 QI Hedge Fund, a South African collective investment scheme trust (“VCP QIHF”), and certain segregated accounts (together with VCP QIHF, the “VCP Managed Funds”).  The VCP Managed Funds have appointed VCP as investment manager, providing VCP with voting and dispositive power over the Shares directly held by any of the VCP Managed Funds, therefore the VCP Managed Funds do not have voting and dispositive power over the Shares.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of VCP are set forth on Exhibit A to this Statement, and are incorporated herein by reference.

(d) and (e): During the last five years, neither VCP nor, to the knowledge of VCP, any of the persons named on Exhibit A attached hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)          VCP is a private company incorporated in South Africa.

The Shares reported herein were acquired at an aggregate purchase amount of $26,219,730.98. The Shares were acquired with investment funds of the VCP Managed Funds.

VCP acquired the Shares because it believes it represents an attractive investment opportunity.

VCP and its representatives have from time to time engaged in discussions with members of management and the board of directors of the Issuer (the “Board”), including with respect to the composition of the Board, and have expressed an interest in providing candidates to serve on the Board. VCP and its representatives have also from time to time engaged in discussions with other shareholders of the Issuer and may, from time to time, continue to engage in discussions with members of management and the Board, other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other third parties regarding a variety of matters relating to the Issuer, which may include, among other things, the Issuer’s business, management, capital structure and allocation, corporate governance, Board composition and strategic alternatives and direction, and may pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.

VCP intends to review its investments in the Issuer on a continuing basis. Depending on various factors and subject to the obligations described herein, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to VCP, concentration of positions in the portfolios managed by VCP, tax considerations for investors in VCP Managed Funds, market conditions and general economic and industry conditions, VCP may take such actions with respect to its investments in the Issuer as they deem appropriate, including, without limitation, purchasing additional Shares or other financial instruments related to the Issuer or selling some or all of its beneficial holdings, engaging in hedging or similar transactions with respect to the securities relating to the Issuer and/or otherwise changing its intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Not applicable.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Exhibit A

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON

The name, present principal occupation or employment and citizenship of each director and executive officer of VCP are set forth below. The business address for each director and executive officer is c/o VCP, Rosebank Link, 173 Oxford Road, 8th Floor, Rosebank, Gauteng, 2196, South Africa.

Exhibit B

TRANSACTIONS DURING PAST 60 DAYS

VCP engaged in the following transactions in shares of common stock of the Issuer during the past 60 days:

7

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