DEFA14A 1 tm2330278d1_8k.htm DEFA14A

 

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): November 8, 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)

 

xSoliciting 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. ¨

 

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On Wednesday, November 8, 2023, at 8:00 a.m. Eastern time and 3:00 p.m. South African time, MiX Telematics Limited (the “Company”) held a conference call to discuss its financial results for the second quarter of fiscal year 2024, which ended September 30, 2023. The results were reported in a press release prior to the conference call.

 

MiX Telematics management hosted the conference call and simultaneous webcast, followed by a question-and-answer period. A copy of the prepared remarks for such conference call are being furnished as Exhibit 99.1 hereto.

 

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

 

99.1Prepared remarks for conference call on November 8, 2023.
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

 

 

 

 

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:  Chief Financial Officer

 

Date: November 8, 2023