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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): May 25, 2022
MIX TELEMATICS LIMITED
(Exact Name of Registrant as Specified in its Charter)
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| Republic of South Africa | | 001-36027 | | Not Applicable |
| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification No.) |
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| 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 |
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| (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:
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| 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 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
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: May 25, 2022
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
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(“MiX Telematics” or “the Company”) |
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| 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 basic earnings per share (“EPS”) and basic headline earnings per share (“HEPS”) for the fiscal year ended March 31, 2022 to be between 20 cents per share and 28 cents per share, being between 36% to 55% lower than the EPS and HEPS of 44 cents per share for the fiscal year ended March 31, 2021 (“prior corresponding period”). The decline in EPS and HEPS is attributable to a planned increase in operating costs to support growth initiatives as well as a higher effective tax rate for the year ended March 31, 2022.
MiX Telematics’ results for the fiscal year ended March 31, 2022 will be published on Thursday, May 26, 2022 and we expect our results, including our US GAAP earnings per share, to be broadly in line with analyst consensus.
The financial information on which this trading statement is based has not been reviewed or audited by the Company’s auditors.
JSE sponsor
