0001144204-14-010737.txt : 20140220 0001144204-14-010737.hdr.sgml : 20140220 20140220112424 ACCESSION NUMBER: 0001144204-14-010737 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140220 DATE AS OF CHANGE: 20140220 GROUP MEMBERS: GORDON FREW GROUP MEMBERS: ROBIN FREW GROUP MEMBERS: ROBIN FREW FAMILY TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MiX Telematics Ltd CENTRAL INDEX KEY: 0001576914 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: T3 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87883 FILM NUMBER: 14628261 BUSINESS ADDRESS: STREET 1: PO BOX 12326 STREET 2: VORNA VALLEY CITY: JOHANNESBURG STATE: T3 ZIP: 1686 BUSINESS PHONE: 27-11-654-8279 MAIL ADDRESS: STREET 1: PO BOX 12326 STREET 2: VORNA VALLEY CITY: JOHANNESBURG STATE: T3 ZIP: 1686 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Masalini Capital Proprietary Ltd CENTRAL INDEX KEY: 0001600476 IRS NUMBER: 000000000 STATE OF INCORPORATION: T3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: POSTNET SUITE 1 STREET 2: PRIVATE BAA X7 CITY: MUIZENBERG STATE: T3 ZIP: 7950 BUSINESS PHONE: 27 217 887771 MAIL ADDRESS: STREET 1: POSTNET SUITE 1 STREET 2: PRIVATE BAA X7 CITY: MUIZENBERG STATE: T3 ZIP: 7950 SC 13G 1 v369265_sc13g.htm SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

________________

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2

MiX Telematics Limited

(Name of Issuer)

Ordinary shares, no par value

(Title of Class of Securities)

60688N102

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

_________________________

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 60688N102

13G

Page 2 of 9 Pages

NAME OF REPORTING PERSONS

Masalini Capital Proprietary Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of South Africa

Number of

Beneficially

Owned by

Each

Reporting

Person

With

SOLE VOTING POWER

60,410,880

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

60,410,880

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

60,410,880

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES x

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.8%

TYPE OF REPORTING PERSON

CUSIP No. 60688N102

13G

Page 3 of 9 Pages

NAME OF REPORTING PERSONS

Robin Frew Family Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of South Africa

Number of

Beneficially

Owned by

Each

Reporting

Person

With

SOLE VOTING POWER

60,410,880

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

60,410,880

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

60,410,880

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES x

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.8%

TYPE OF REPORTING PERSON

CUSIP No. 60688N102

13G

Page 4 of 9 Pages

NAME OF REPORTING PERSONS

Robin Frew

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of South Africa

Number of

Beneficially

Owned by

Each

Reporting

Person

With

SOLE VOTING POWER

799,366

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

799,366

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

799,366

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES x

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.1%

TYPE OF REPORTING PERSON

CUSIP No. 60688N102

13G

Page 5 of 9 Pages

NAME OF REPORTING PERSONS

Gordon Frew

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of South Africa

Number of

Beneficially

Owned by

Each

Reporting

Person

With

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES x

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

TYPE OF REPORTING PERSON

CUSIP No. 60688N102

13G

Page 6 of 9 Pages

Introduction: This statement on Schedule 13G is being filed on behalf of Masalini Capital Proprietary Limited ("Masalini"); the Robin Frew Family Trust (the "Frew Trust"), which is the 100% owner of Masalini; and Robin Frew ("R. Frew") and Gordon Frew ("G. Frew"), who are two of the three trustees of the Frew Trust.

Item 1(a).	Name of Issuer: MiX Telematics Limited

Item 1(b).	Address of Issuer's Principal Executive Offices:

	Howick Close, Waterfall Park
	Midrand, South Africa 1686

Item 2(a).	Name of Person Filing:

	Masalini, the Frew Trust, Robin Frew and Gordon Frew

Item 2(b).	Address of Principal Business Office or, if None, Residence:

	The principal business address of Masalini is:

	Postnet Suite 1, Private Bag X7
	Muizenberg, Cape Town, South Africa 7950

	The principal business address of the Frew Trust is:

	Postnet Suite 1, Private Bag X7
	Muizenberg, Cape Town, South Africa 7950

	The principal business address of R. Frew is:

	Postnet Suite 1, Private Bag X7
	Muizenberg, Cape Town, South Africa 7950

	The principal business address of G. Frew is:

	41a, 8th Avenue, Parktown North
	Johannesburg, South Africa 2193

Item 2(c).	Citizenship:

	Masalini is a corporation organized under the laws of South Africa. The Frew Trust is a trust organized under the laws of South Africa. R. Frew and G. Frew are citizens of South Africa.

Item 2(d).	Title of Class of Securities: Ordinary shares, no par value

Item 2(e).	CUSIP Number: 60688N102

Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	Not Applicable

	(a)	¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

	(b)	¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)	¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

CUSIP No. 60688N102

13G

Page 7 of 9 Pages


	(d)	¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

	(e)	¨ An investment adviser in accordance with (S)240.13d-1(b)(1)(ii)(E).

	(f)	¨ An employee benefit plan or endowment fund in accordance with (S)240.13d-1(b)(1)(ii)(F).

	(g)	¨ A parent holding company or control person in accordance with (S) 240.13d-1(b)(1)(ii)(G).

	(h)	¨ A savings association is defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

	(i)	¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

	(j)	¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

(a)	Amount beneficially owned:

Masalini holds and beneficially owns 60,410,880 ordinary shares of the issuer.

The Frew Trust indirectly beneficially owns the 60,410,880 ordinary shares held by Masalini.

R. Frew, G. Frew and Juanita Koster are the trustees of the Frew Trust. Control over the ordinary shares of the issuer held by Masalini is indirectly exercised by majority vote of the trustees of the Frew Trust. R. Frew and G. Frew are immediate family members. Each of R. Frew and G. Frew disclaims beneficial ownership of the ordinary shares held by Masalini and by one another. Each of Masalini, the Frew Trust, R. Frew and G. Frew disclaims the existence of any group as among them.

Masalini Investments No. 3 Proprietary Limited ("Masalini No. 3"), a corporation organized under the law of South Africa, holds 799,366 ordinary shares of the issuer. R. Frew controls Masalini No. 3 and thereby indirectly beneficially owns the ordinary shares held by Masalini No. 3. Each of Masalini, the Frew Trust and G. Frew disclaims beneficial ownership of the ordinary shares held by Masalini No. 3.

Thynk Capital Proprietary Limited ("Thynk") holds 7,911,040 ordinary shares of the issuer. Thynk is owned in equal parts by R. Frew, Neil Macdonald and Robert Ferguson. Voting and investment power over such shares is exercised by the directors of Thynk, R. Frew and Mr. Macdonald, subject to ultimate control by the owners of Thynk. Each of Masalini, the Frew Trust, R. Frew and G. Frew disclaims beneficial ownership of the shares held by Thynk.

GAF Trust holds 70,261,440 ordinary shares of the issuer. G. Frew is one of three trustees of the GAF Trust. Voting and investment power over the ordinary shares held by the GAF Trust is exercised by majority consent of the trustees. Each of Masalini, the Frew Trust, R. Frew and G. Frew disclaims beneficial ownership of the shares held by GAF.

(b)

Percent of class:

See Item 11 of the cover pages to this Schedule 13G, which percentages disclosed for the reporting persons are calculated based upon 773,687,500 ordinary shares outstanding.

CUSIP No. 60688N102

13G

Page 8 of 9 Pages

(c)

Number of shares as to which such person has:*

(i) sole power to vote or to direct the vote:

Masalini: 60,410,880

Frew Trust: 60,410,880

R. Frew: 799,366

G. Frew: 0

(ii) shared power to vote or to direct the vote:

Masalini: 0

Frew Trust: 0

R. Frew: 0

G. Frew: 0

(iii) sole power to dispose or to direct the disposition of:

Masalini: 60,410,880

Frew Trust: 60,410,880

R. Frew: 799,366

G. Frew: 0

(iv) shared power to dispose or to direct the disposition of: 0

Masalini: 0

Frew Trust: 0

R. Frew: 0

G. Frew: 0

* Excludes all shares as to which beneficial ownership is disclaimed.

Item 5.	Ownership of Five Percent or Less of a Class.

	Not Applicable

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not Applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

	Not Applicable

Item 8.	Identification and Classification of Members of the Group.

	Not Applicable

Item 9.	Notice of Dissolution of Group.

	Not Applicable

CUSIP No. 60688N102

13G

Page 9 of 9 Pages

Item 10.	Certification.

	Not Applicable

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 18, 2014

		MASALINI CAPITAL PROPRIETARY LIMITED


	by
		/s/ Robin Frew
		Name: Robin Frew
		Title: Director


		ROBIN FREW FAMILY TRUST


	by
		/s/ Juanita Koster
		Name: Juanita Koster (MS)
		Title: Trustee


		/s/ Robin Frew
		Name: Robin Frew


		/s/ G. Frew
		Name: Gordon Frew