SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 24, 2021
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|
|(Address of Principal Executive Offices)|| Registrant’s telephone number, including area code|
| (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. ☐
Item 7.01. Regulation FD Disclosure.
This report contains a copy of the submission to the Johannesburg Stock Exchange by MiX Telematics Limited (the “Company”) publishing 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.
No. Description of Exhibit
99.1 Submission to the Johannesburg Stock Exchange - MiX Telematics Limited trading statement in terms of the Johannesburg Stock Exchange listing requirements: International Financial Reporting Standards Results.
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: Chief Financial Officer
Date: May 24, 2021
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 year ended March 31, 2021 to be between 41 cents per share and 47 cents per share, being between 59% and 79% higher than the EPS of 26 cents per share and between 53% and 73% higher than the HEPS of 27 cents per share for the year ended March 31, 2020 (“prior corresponding period”). The improved EPS and HEPS performance is due to the deferred tax consequences of foreign exchange movements on intercompany loan funding as a result of the strengthening of the Rand against the U.S Dollar during the year ended March 31, 2021. These non-cash deferred tax movements and related foreign exchange gains are excluded from the Company’s calculation of adjusted earnings per share. The Company does not expect a variance of more than 20% on this performance measure for the year ended March 31, 2021.
Adjusted earnings per share is defined as profit attributable to owners of the parent, MiX Telematics Limited, excluding net foreign exchange gains/(losses) net of tax and share based compensation costs related to performance share awards in terms of the MiX Telematics Long-term Incentive Plan net of tax, divided by the weighted average number of ordinary shares in issue during the period. Adjusted earnings per share provides a useful measure for period-to-period comparisons of the core business by excluding net foreign exchange gains/(losses) net of tax from earnings, as well as certain share based compensation costs.
MiX Telematics’ results for the year ended March 31, 2021 will be published on Thursday, May 27, 2021.
The financial information on which this trading statement is based has not been reviewed or audited by the Company’s auditors.