0001144204-14-012484.txt : 20140228 0001144204-14-012484.hdr.sgml : 20140228 20140228155701 ACCESSION NUMBER: 0001144204-14-012484 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140228 DATE AS OF CHANGE: 20140228 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: 14655190 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: Imperial Holdings Ltd CENTRAL INDEX KEY: 0001571023 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 8880 [8880] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 79 BOEING ROAD EAST CITY: BEDFORDVIEW STATE: T3 ZIP: 2007 BUSINESS PHONE: 212-815-3820 MAIL ADDRESS: STREET 1: 79 BOEING ROAD EAST CITY: BEDFORDVIEW STATE: T3 ZIP: 2007 SC 13G 1 v369028_sc13g.htm FORM SC 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)

x 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. 60688N102Page 2 of 5 Pages

 

 

 

 

1

 

 

NAME OF REPORTING PERSONS

 

Imperial Holdings Limited

 

 

2

 

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

 

 

 

3

 

 

SEC USE ONLY

 

 

 

 

 

4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of South Africa

 

 

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

 

 

5

 

 

SOLE VOTING POWER

 

192,403,260

 

 

 

6

 

 

SHARED VOTING POWER

 

 

0

 

 

 

7

 

 

SOLE DISPOSITIVE POWER

 

192,403,260

 

 

 

8

 

 

SHARED DISPOSITIVE POWER

 

 

0

 

 

 

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

192,403,260

 

 

 

10

 

 

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

 

 

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

24.9%

 

 

 

12

 

 

 

TYPE OF REPORTING PERSON

 

HC

 

       

 

  
CUSIP No. 60688N102Page 3 of 5 Pages

  

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:

 

Imperial Holdings Limited

 

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

 

Imperial Place, 79 Boeing Road East, Bedfordview, South Africa, 2007

 

Item 2(c). Citizenship:

 

Republic 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).

 

(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).

 

  
CUSIP No. 60688N102Page 4 of 5 Pages

  

Item 4. Ownership.

 

(a)Amount beneficially owned:

 

192,403,260

 

(b)Percent of class:

 

See Item 11 of the cover pages to this Schedule 13G, which percentage disclosed for the reporting person is calculated based upon 773,687,500 ordinary shares outstanding. On February 17, 2014, the reporting person acquired an additional 8,425,000 ordinary shares of the issuer (the "Additional Shares"), bringing its percent of class holding to 26.0%.

 

(c)Number of shares as to which such person has:*

 

(i) sole power to vote or to direct the vote: 192,403,260

 

(ii) shared power to vote or to direct the vote: 0

 

(iii) sole power to dispose or to direct the disposition of: 192,403,260

 

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

 

* By virtue of the acquisition of the Additional Shares, the reporting person holds a total of 200,828,260 ordinary shares of the issuer.

 

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.

 

Imperial Corporate Services (Pty) Ltd (wholly owned subsidiary) – 112,403,260

Three Diamonds Trading 564 (Pty) Ltd (wholly owned subsidiary) – 80,000,000 **

 

** On February 7, 2014, the 80,000,000 ordinary shares held by Three Diamonds Trading 564 (Pty) Ltd were assigned to Imperial Corporate Services (Pty) Ltd. On February 17, 2014, Imperial Corporate Services (Pty) Ltd. acquired the Additional Shares, bringing its total holding to 200,828,260 ordinary shares.

 

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

 

Not Applicable

 

Item 9. Notice of Dissolution of Group.

 

Not Applicable

 

Item 10. Certification.

 

Not Applicable

 

  
CUSIP No. 60688N102Page 5 of 5 Pages

  

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 25, 2014

  IMPERIAL HOLDINGS LIMITED
   
  by: /s/ RA Venter
    Name: RA Venter
Title: Company Secretary