Lesaka Technologies, Inc announced that its wholly-owned subsidiary, Lesaka Technologies Proprietary Limited, has entered into an agreement to acquire (directly and indirectly) 100% of the issued ordinary shares of Bank Zero Mutual Bank (“Bank Zero”).
The acquisition consideration will be settled through a combination of newly issued shares – such that the shareholders of Bank Zero will own approximately 12% of Lesaka’s fully diluted shares at the time of completion of the proposed transaction – and up to ZAR 91 million ($5.1 million) in cash. All amounts translated at the closing rate of $1: ZAR 17.75 as of June 25, 2025.
The proposed transaction is subject to the satisfaction of customary closing conditions as well as regulatory approvals ordinarily required of a transaction of this nature, including approval from the Prudential Authority, a division of the South African Reserve Bank, Competition Commission approval and Exchange Control approval.
INTRODUCTION TO BANK ZERO
Bank Zero is a South African digital bank built on modern technology and a zero-fee banking model, offering both retail and commercial banking services to its customers. Founded in 2018, Bank Zero seeks to provide a better banking experience for its customers, offering a secure, app-driven platform designed to give individuals and businesses greater control, transparency, and cost-efficiency in managing their money. As at the end of April 2025, Bank Zero had a deposit base in excess of ZAR 400 million, and more than 40,000 funded accounts across South Africa.
STRATEGIC RATIONALE
The transaction marks another key milestone in Lesaka’s journey to build a vertically integrated fintech platform. The combination of Bank Zero’s digital banking infrastructure and its operational banking license, together with Lesaka’s fintech and distribution platform, is intended to transform the way Lesaka is able to conduct business in the future, offering key financial, strategic and regulatory benefits, including:
- better end-to-end servicing of Lesaka’s customer base through a full suite of banking services,
- unlocking meaningful synergies and new opportunities for the group,
- accelerating product innovation and streamlining operations across Lesaka’s Consumer, Merchant and Enterprise Divisions,
- enabling a transformative shift in the financial profile of Lesaka, and
- empowering the combined group to deliver greater value to consumers and businesses across South Africa.
Lesaka expects the transaction to support a more optimized balance sheet in the future, allowing the group to finance the existing and continued growth in lending books through customer deposits, driving stronger lending unit economics. In addition, the reduction in the use of bank debt in the group’s Consumer and Merchant Divisions will assist in a deleveraging of Lesaka’s gross debt. Post completion, and subject to regulatory approval, Lesaka could achieve more than ZAR 1.0 billion reduction in gross debt.
TRANSACTION CONSIDERATION AND TERMS
The proposed transaction was agreed based on an assumed Lesaka share price of ZAR 88.26 ($4.97) and the current fully diluted share count. The transaction consideration of an approximate 12% stake in Lesaka (approximately ZAR 1,000 million ($56.3 million), together with up to ZAR 91 million ($5.1 million) in cash) implies a transaction consideration of up to ZAR 1,091 million for the acquisition of Bank Zero. If the actual
Lesaka expects the transaction to be accretive to its shareholders, with Bank Zero expected to be profitable in the fiscal year following completion of the transaction. Further details with respect to the financial metrics of the proposed transaction will be made available during the publication of Lesaka’s results for the fiscal year ended June 30, 2025, which are expected to be on or about September 4, 2025.
CHANGES TO LESAKA SHAREHOLDING AND BOARD
Upon completion of the proposed transaction, the selling shareholders of Bank Zero – which include Michael Jordaan (Chairman of Bank Zero), Yatin Narsai (CEO of Bank Zero), and other key members of the Bank Zero will collectively hold an approximate 12% stake in Lesaka. Bank Zero sellers will be subject to regulatory and contractual lockups ranging from between 18 and 36-months post-completion, depending on the seller.
Following completion of the transaction, Michael Jordaan will join the Lesaka Board of Directors, while Yatin Narsai will continue as CEO of Bank Zero. The broader Bank Zero leadership team will remain in their current roles, ensuring continuity and integration.
Michael Jordaan – Chairman
Michael Jordaan is the Chairman and co-founder of Bank Zero. He has over 20 years’ experience in financial services, including ten years spent at First National Bank (“FNB”) where he served as its Chief Executive Officer.
Yatin Narsai – Chief Executive Officer
Yatin Narsai is the Chief Executive Officer and co-founder of Bank Zero. He spent over 15 years at FNB where he served as the Chief Executive Officer of FNB’s Retail Bank.
Commenting on the transaction, Lesaka Chairman Ali Mazanderani, said: “The acquisition of Bank Zero is a transformative event in Lesaka’s journey, enabling us to better serve our consumers, merchants and enterprise clients by embedding a trusted, well-engineered neobank capability into our fintech platform. I am delighted to welcome the Bank Zero team to Lesaka as partners.”
Chairman of Bank Zero, Michael Jordaan, said: “This transaction reflects a strategic partnership underpinned by long-term alignment, which will result in the continued involvement of all Bank Zero founders and management. Our belief in the combined platform’s future is clear and we see strong symmetry in our vision. There is a strong international precedent for fintechs that have acquired banking capabilities to deliver more integrated, compliant and capital-efficient financial services. We are confident that the synergies between our digital banking infrastructure and Lesaka’s fintech reach will create sustainable value for all stakeholders.”
Yatin Narsai, CEO of Bank Zero, said: “Bank Zero was built from the ground up to deliver a secure, digital-first banking experience that puts control back in the hands of customers. Our focus has always been on using technology to remove friction, lower costs, and challenge legacy banking norms. Joining forces with Lesaka allows us to accelerate that mission at scale – reaching more customers, faster – while staying true to the principles that define who we are. It represents a critical step for Lesaka and Bank Zero in realizing new revenue streams, improving capital efficiency and unlocking synergies across our ecosystem.”
By Lesaka Technologies
