Current Report Filing (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): June 19, 2020

MIX TELEMATICS LIMITED

(Exact Name of Registrant as Specified in its Charter)

Republic of South Africa

001-36027

Not Applicable

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

750 Park of Commerce Blvd

Suite 110

Boca Raton

Florida

33487

(561)

404-2934

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

American Depositary Shares, each representing 25 Ordinary Shares, no par value

MIXT

New York Stock Exchange

Ordinary Shares, no par value

New York Stock Exchange (for listing purposes only)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

This report contains a copy of the submission to the Johannesburg Stock Exchange by MiX Telematics Limited (the “Company”) announcing dealings in securities by Directors of MiX Telematics and Directors of Major Subsidiaries of the Company. The submission is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01, including the information contained in the presentation furnished as Exhibit 99.1 hereto, is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No. Description of Exhibit

99.1 Submission to the Johannesburg Stock Exchange - Dealings in Securities by Directors of MiX Telematics and Directors of Major Subsidiaries of MiX Telematics Limited: Share Appreciation Rights

SIGNATURE

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.

MIX TELEMATICS LIMITED

By: /s/ John Granara

Name: John Granara

Title: Chief Financial Officer

Date: June 19, 2020

Exhibit 99.1

MiX TELEMATICS LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1995/013858/06)

JSE share code: MIX

NYSE share code: MIXT

ISIN: ZAE000125316

LEI Code: 529900S6HHR7CK7BU646

(“MiX Telematics”)

DEALINGS IN SECURITIES BY DIRECTORS OF MIX TELEMATICS AND BY DIRECTORS OF MAJOR SUBSIDIARIES OF MIX TELEMATICS: RETENTION SHARES

Shareholders are advised of the following information relating to the award and off-market acceptance of retention shares under the MiX Telematics Limited Long-Term Incentive Plan (“LTIP”), the vesting of which will occur in two equal tranches on June 1, 2022 and June 1, 2023 (“vesting period”) and will be subject to continued employment during each of the vesting periods


Name of director:			Stefan Joselowitz
Transaction date:			June 17, 2020
Class of securities:			Ordinary shares
Number of securities:			400 000
Award price per retention share:			Rnil
Total value of the transaction:			R2 360 000, being the total deemed value calculated using the closing price of MiX Telematics shares on the trading day prior to the acceptance date of R5.90
Nature of transaction:			Award of retention shares under the LTIP
Nature and extent of director’s interest:			Direct beneficial
Clearance to deal received:			Yes


Name of director:			Catherine Lewis
Name of subsidiary company:			MiX Telematics International Proprietary Limited
Transaction date:			June 16, 2020
Class of securities:			Ordinary shares
Number of securities:			300 000
Award price per retention share:			Rnil
Total value of the transaction:			R1 770 000, being the total deemed value calculated using the closing price of MiX Telematics shares on the trading day prior to the acceptance date of R5.90
Nature of transaction:			Award of retention shares under the LTIP
Nature and extent of director’s interest:			Direct beneficial
Clearance to deal received:			Yes

Name of director:			Paul Dell
Name of subsidiary company:			Director of MiX Telematics Investments Proprietary Limited
Transaction date:			June 15, 2020
Class of securities:			Ordinary shares
Number of securities:			200 000
Award price per SAR:			Rnil
Total value of the transaction:			R1 208 000, being the total deemed value calculated using the closing price of MiX Telematics shares on the trading day prior to the acceptance date of R6.04
Nature of transaction:			Award of retention shares under the LTIP
Nature and extent of director’s interest:			Direct beneficial
Clearance to deal received:			Yes


Name of director:			John Granara
Transaction date:			June 15, 2020
Class of securities:			Ordinary shares
Number of securities:			400 000
Award price per retention share:			Rnil
Total value of the transaction:			R2 416 000, being the total deemed value calculated using the closing price of MiX Telematics shares on the trading day prior to the acceptance date of R6.04
Nature of transaction:			Award of retention shares under the LTIP
Nature and extent of director’s interest:			Direct beneficial
Clearance to deal received:			Yes


Name of director:			Charles Tasker
Transaction date:			June 14, 2020
Class of securities:			Ordinary shares
Number of securities:			400 000
Award price per retention share:			Rnil
Total value of the transaction:			R2 416 000, being the total deemed value calculated using the closing price of MiX Telematics shares on the trading day prior to the acceptance date of R6.04
Nature of transaction:			Award of retention shares under the LTIP
Nature and extent of director’s interest:			Direct beneficial
Clearance to deal received:			Yes



Name of director:			Gert Pretorius
Name of subsidiary company:			Director of MiX Telematics Africa Proprietary Limited, MiX Telematics Investments Proprietary Limited and MiX Telematics International Proprietary Limited
Transaction date:			June 12, 2020
Class of securities:			Ordinary shares
Number of securities:			300 000
Award price per retention share:			Rnil
Total value of the transaction:			R1 845 000, being the total deemed value calculated using the closing price of MiX Telematics shares on the trading day prior to the acceptance date of R6.15
Nature of transaction:			Award of retention shares under the LTIP
Nature and extent of director’s interest:			Direct beneficial
Clearance to deal received:			Yes