Date of Report (Date of earliest event reported): May 24, 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
+1
(887)
585-1088
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code
N/A
(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.
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: May 24, 2023
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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 basic earnings per share (“EPS”) and basic headline earnings per share (“HEPS”) for the fiscal year ended March 31, 2023 to be 13 cents per share and 14 cents per share respectively, being 46% and 42% lower than the EPS and HEPS of 24 cents per share for the fiscal year ended March 31, 2022 (“prior corresponding period”). The decline in earnings is mainly attributable to a non-cash R59.8 million deferred tax charge in respect of foreign exchange movements on a U.S. Dollar intercompany loan between MiX Telematics and MiX Telematics Investments Proprietary Limited, a wholly-owned subsidiary of the Company.
The Company expects adjusted earnings per basic ordinary share, a non-IFRS measure which excludes foreign exchange gains and related tax consequences to be 25 cents per share, compared to 24 cents per share for the prior corresponding period.
MiX Telematics’ results for the fiscal year ended March 31, 2023 will be published on Thursday, May 25, 2023. Shareholders are welcome to join the earnings call which will be hosted at 2.00 pm South Africa time on Thursday, May 25, 2023 where management will talk through the fourth quarter US GAAP results which include strong subscriber growth, expanding Adjusted EBITDA margins and a 14% 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.
