Form 8-K MiX Telematics Ltd For: Feb 07

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February 7, 2023 10:31 AM EST

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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): February 7, 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

(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 a director of the Company and by a director of a major subsidiary 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 - MiX - Dealings in securities by a director of the Company and by a director of a major subsidiary of MiX Telematics.

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: Vice President and Chief Financial Officer

Date: February 7, 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

(“MiX Telematics”)

DEALINGS IN SECURITIES BY A DIRECTOR OF MIX TELEMATICS AND BY A DIRECTOR OF A MAJOR SUBSIDIARY OF MIX TELEMATICS

Shareholders are referred to the announcement released on November 8, 2022 wherein shareholders were advised of dealings in securities by directors of MiX Telematics and a director of a major subsidiary of Mix Telematics arising from the exercise of share appreciation rights (“SARs”) under the MiX Telematics Limited Long-Term Incentive Plan.

The November 8, 2022 announcement contains further information in respect of their expected shareholdings and intention to dispose of certain shares (in large part to cover the immediate tax obligations from the settlement of the SARs). On the conclusion of the disposals contained in the November 8, 2022 announcement, Paul Dell will have increased his shareholding in MiX Telematics to 264 787 MiX Telematics ordinary shares and Catherine Lewis will have increased her shareholding in MiX Telematics to 2 208 211 MiX Telematics ordinary shares.

Shareholders are accordingly advised of the following related dealings in securities:


Name of director:			Paul Dell
Transaction date:			February 2, 2023
Class of securities:			Ordinary shares
Number of securities:			4 325
Price per security:			R6.00
Total value of the transaction:			R25 950.00
Nature of transaction:			On-market sale
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:			February 2, 2023
Class of securities:			Ordinary shares
Number of securities:			3 892
Price per security:			R6.00
Total value of the transaction:			R23 352.00
Nature of transaction:			On-market sale
Nature and extent of director’s interest:			Direct beneficial
Clearance to deal received:			Yes