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): October 26, 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. ☐
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Item 7.01. Regulation FD Disclosure.
This report contains a copy of the submission of a trading statement to the Johannesburg Stock Exchange (“JSE”) by MiX Telematics Limited (the “Company”). Under JSE listing requirements, companies are required to publish a trading statement in terms of the listing requirements as soon as they are satisfied that a reasonable degree of certainty exists that the financial results for the period to be reported upon next will differ by at least 20% from the financial results from the previous corresponding period. 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
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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: October 26, 2022
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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”)
TRADING STATEMENT IN TERMS OF THE JSE LISTINGS REQUIREMENTS: INTERNATIONAL FINANCIAL REPORTING STANDARDS RESULTS |
In terms of the JSE Listings Requirements, companies are required to publish a trading statement as soon as they are satisfied that a reasonable degree of certainty exists that the financial results for the period to be reported upon next will differ by at least 20% from the financial results from the previous corresponding period.
Accordingly, shareholders are advised that MiX Telematics expects a basic loss per share (“EPS”) and basic headline loss per share (“HEPS”) for the six months ended September 30, 2022 of 0.4 cents per share and 0.5 cents per share respectively compared to EPS and HEPS of 13 cents per share for the six months ended September 30, 2021 (“prior corresponding period”). The decrease in EPS and HEPS performance is primarily due to non-cash deferred tax charges of R60 million arising from foreign exchange movements on intercompany loan funding between MiX Telematics Ltd and MiX Telematics Investments Proprietary Limited (a wholly-owned subsidiary). In addition, non-recurring acquisition related costs of R12.8 million were incurred during the period.
At an adjusted earnings level (excluding net foreign exchange gains/(losses) net of tax and acquisition-related costs net of tax) the Company remains profitable and the board of directors intends to declare a dividend for the second quarter of fiscal 2023.
MiX Telematics’ results for the six months ended September 30, 2022 will be published on Thursday, October 27, 2022.
Shareholders are welcome to join the earnings call which will be hosted at 2.00 pm South Africa time on Thursday, October 27, 2022 where management will talk through the second quarter US GAAP results which includes record net subscriber growth and a 10% constant currency increase in subscription revenue. `
The financial information on which this trading statement is based has not been reviewed or audited by the Company’s auditors.
October 26, 2022 |
JSE sponsor
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