Form 8-K - Current report

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 22, 2023

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 100

Boca Raton

Florida

33487

(887)

585-1088

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code

N/A

(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”) providing an update regarding the issue of documentation in respect of the proposed transaction between MiX Telematics Limited and PowerFleet. 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 - MiX Telematics Limited update regarding the issue of documentation in respect of the proposed transa c tion between MiX Telematics Limited and PowerFleet.

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/ Paul Dell

Name: Paul Dell

Title: Chief Financial Officer

Date: November 22, 2023

Exhibit 99.1

MiX TELEMATICS LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1995/013858/06)

JSE share code: MIX ISIN: ZAE000125316

NYSE share code: MIXT

LEI Code: 529900S6HHR7CK7BU646

(“MiX Telematics” or “the Company”)

UPDATE REGARDING THE ISSUE OF DOCUMENTATION IN RESPECT OF THE PROPOSED TRANSACTION BETWEEN MiX AND POWERFLEET

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the joint firm intention announcement published by MiX Telematics and PowerFleet on SENS on
10 October 2023 (“FIA”).

In terms of the FIA, MiX Telematics shareholders were advised that the Scheme Circular in respect of the Scheme and the PowerFleet Prospectus in respect of the PowerFleet Listing, were expected to be issued on or about
5 December 2023. In addition to the Scheme Circular and the Prospectus, PowerFleet is required to file with the SEC a Registration Statement, which includes a proxy statement with respect to a PowerFleet shareholder meeting to vote on the Proposed Transaction.

Shareholders are advised that the approval process in relation to the three regulatory documents is ongoing, with initial submissions of the Scheme Circular and Prospectus having been made to the TRP and JSE respectively, and a preliminary filing of the Registration Statement with the SEC.

To allow all three regulatory documents to be issued simultaneously, the TRP has granted the Company an extension in respect of the issue of the Scheme Circular to no later than 31 January 2024. Should the necessary regulatory approvals be received prior to 31 January 2024, the parties are committed to the issue of the three regulatory documents as soon as reasonably possible. Subject to the satisfaction of the Scheme Conditions, the Company is still targeting an effective date for the Proposed Transaction during the first quarter of 2024.

RESPONSIBILITY STATEMENT

The Independent Board collectively and individually accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to MiX Telematics is true and this announcement does not omit anything that is likely to affect the importance of such information.

22 November 2023

Corporate advisor and sponsor to MiX Telematics

Cover	Nov. 22, 2023	Nov. 17, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 22, 2023
Entity File Number	001-36027
Entity Registrant Name	MIX TELEMATICS LIMITED
Entity Incorporation, State or Country Code	T3
Entity Address, Address Line One	750 Park of Commerce Blvd
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33487
City Area Code	(887)
Local Phone Number	585-1088
Title of 12(b) Security	American Depositary Shares, each representing 25 Ordinary Shares, no par value
Trading Symbol		MIXT
Security Exchange Name		NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001576914
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false