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): January 3, 2022
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 | +1 | (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. ☐
1
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 and directors 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 and directors of a major subsidiary of MiX Telematics.
2
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: Vice President and Chief Financial Officer
Date: January 3, 2022
3
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”)
DEALINGS IN SECURITIES BY A DIRECTOR AND DIRECTORS OF A MAJOR SUBSIDIARY OF MIX TELEMATICS
Shareholders are advised of the following information relating to dealings in securities by a director and directors of MiX Telematics and a major subsidiary of MiX Telematics relating to the exercise of share appreciation rights (“SARs”) under the MiX Telematics Limited Long-Term Incentive Plan (“LTIP”).
Charles Tasker is exercising 750 000 SARs granted to him under the LTIP as set out in the table below and his intention is to retain all of the shares issued to him, thereby increasing his beneficial shareholding in MiX Telematics to 292 857 American Depositary Shares (equivalent to 7 321 436 ordinary shares). Mr Tasker is paying the associated costs of this transaction out of pocket.
| Name of director: | Charles Tasker | ||||
| Transaction date: | December 29, 2021 | ||||
| Class of securities: | Ordinary shares issued to settle gain from SARs exercised | ||||
| Nature of transaction: | Off-market exercise of SARs under the LTIP | ||||
| Nature and extent of director’s interest: | Direct beneficial | ||||
| Clearance to deal received: | Yes | ||||
SARS exercised:
| Award date | Number exercised | Award price | Exercise price | Total gain on SARs | Ordinary shares issued | ||||||||||||
| August 31, 2015 | 750,000 | R3.13 | R8.90 | R4 327 500 | 486 236 | ||||||||||||
Catherine Lewis is exercising 125 000 SARs granted to her under the LTIP as set out in the table below. Catherine Lewis’ intention is to sell the 81 039 shares issued to her in respect of these. At the end of this process, Catherine Lewis’ existing shareholding in MiX Telematics will remain unchanged at 1 921 087 ordinary shares.
2
| Name of director: | Catherine Lewis | ||||
| Name of subsidiary company: | MiX Telematics International (Pty) Ltd | ||||
| Transaction date: | December 29, 2021 | ||||
| Class of securities: | Ordinary shares issued to settle gain from SARs exercised | ||||
| Nature of transaction: | Off-market exercise of SARs under the LTIP | ||||
| Nature and extent of director’s interest: | Direct beneficial | ||||
| Clearance to deal received: | Yes | ||||
SARS exercised:
| Award date | Number exercised | Award price | Exercise price | Total gain on SARs | Ordinary shares issued | ||||||||||||
| August 31, 2015 | 125,000 | R3.13 | R8.90 | R721 250 | 81 039 | ||||||||||||
Rory McWilliams is exercising 200 000 SARs granted to him under the LTIP as set out in the table below. Rory McWilliams’ intention is to sell the 129 663 shares issued to him in respect of these.
| Name of director: | Rory McWilliams | ||||
| Name of subsidiary company: | MiX Telematics International (Pty) Ltd | ||||
| Transaction date: | December 29, 2021 | ||||
| Class of securities: | Ordinary shares issued to settle gain from SARs exercised | ||||
| Nature of transaction: | Off-market exercise of SARs under the LTIP | ||||
| Nature and extent of director’s interest: | Direct beneficial | ||||
| Clearance to deal received: | Yes | ||||
SARS exercised:
| Award date | Number exercised | Award price | Exercise price | Total gain on SARs | Ordinary shares issued | ||||||||||||
| August 31, 2015 | 200,000 | R3.13 | R8.90 | R1 154 000 | 129 663 | ||||||||||||
January 3, 2022
Sponsor
Java Capital
2