As previously disclosed in the Current Report on Form 8-K filed on October 10, 2023, MiX Telematics Limited, a public company incorporated under the laws of the Republic of South Africa (the “Company”), entered into an Implementation Agreement (the “Agreement”), by and among the Company, PowerFleet, Inc., a Delaware corporation (“Powerfleet”), and Main Street 2000 Proprietary Limited, a private company incorporated in the Republic of South Africa and a wholly owned subsidiary of Powerfleet (“Powerfleet Sub”), pursuant to which, subject to the terms and conditions thereof, Powerfleet Sub will acquire all of the issued ordinary shares of the Company (“MiX Ordinary Shares”), including the ordinary shares represented by the Company’s American Depositary Shares ( “MiX ADSs”), through the implementation of a scheme of arrangement (the “Scheme”) in accordance with Sections 114 and 115 of the South African Companies Act, No. 71 of 2008, in exchange for shares of common stock, par value $0.01 per share, of Powerfleet. As a result of the transactions, including the Scheme, contemplated by the Agreement (the “Transactions”), the Company will become an indirect, wholly owned subsidiary of Powerfleet.
Shareholders are advised that at the scheme meeting of the Company convened on Wednesday, 28 February 2024 (in terms of the notice of scheme meeting distributed to shareholders on Tuesday, 30 January 2024) all of the resolutions tabled thereat were passed by the requisite majority of MiX Telematics shareholders.
Details of the results of voting at the scheme meeting are as follows:
•total number of MiX Telematics shares in issue as at the date of the scheme meeting: 607 837 362;
•total number of MiX Telematics shares that could have been voted at the scheme meeting, excluding treasury shares: 554 020 612; and
•total number of MiX Telematics shares that were present/represented at the scheme meeting: 537 643 828, being 88.45% of the total number of MiX Telematics shares in issue and 97.04% of MiX Telematics shares that could have been voted at the scheme meeting.
A withheld vote or abstention, as applicable, is not considered a vote cast with respect to any resolution and will, therefore, not affect the outcome of any resolution.
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| Special resolution number 1 - Approval of the scheme in terms of sections 114(1) and 115(2)(a) of the Companies Act |
Shares voted*
537 589 153, being 88.44% | For
532 757 203, being 99.10% | Against
4 831 950, being 0.90% | Abstentions^
54 675, being 0.01% |
| Special resolution number 2 - Revocation of special resolution number 1 if the scheme is not implemented |
Shares voted*
537 579 178, being 88.44% | For
532 736 428, being 99.10% | Against
4 842 750, being 0.90% | Abstentions^
64 650, being 0.01% |
| Ordinary resolution 1 - Authority for the board to issue a termination notice |
Shares voted*
537 569 503, being 88.44% | For
532 753 628, being 99.10% | Against
4 815 875, being 0.90% | Abstentions^
74 325, being 0.01% |
| Ordinary resolution 2 - Authority to give effect to resolutions |
Shares voted*
537 568 003, being 88.44% | For
532 762 103, being 99.11% | Against
4 805 900, being 0.89% | Abstentions^
75 825, being 0.01% |
* shares voted (excluding abstentions) in relation to total shares in issue
^ in relation to total shares in issue
