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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): June 15, 2021

MIX TELEMATICS LIMITED
(Exact Name of Registrant as Specified in its Charter)
Republic of South Africa001-36027Not Applicable
(State or Other Jurisdiction(Commission(IRS Employer
of Incorporation)File Number)Identification No.)
          750 Park of Commerce Blvd
Suite 100Boca Raton
Florida33487+1(887)585-1088
(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 classTrading Symbol(s)Name of each exchange on which registered
American Depositary Shares, each representing 25 Ordinary Shares, no par valueMIXTNew York Stock Exchange
Ordinary Shares, no par valueNew 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 announcing a no change statement, availability of Audited Annual Financial Statements for the full fiscal year 2021 and filing of Annual Report on Form 10-K. 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.

(d) Exhibits.

Exhibit
No. Description of Exhibit

99.1 Submission to the Johannesburg Stock Exchange - No change statement, availability of Audited Annual Financial Statements for the full fiscal year 2021 and filing of Annual Report on Form 10-K.












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/ John Granara
                                Name: John Granara
                                Title: Chief Financial Officer

Date: June 15, 2021







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
(“the Company”)


NO CHANGE STATEMENT, AVAILABILITY OF AUDITED ANNUAL FINANCIAL STATEMENTS FOR THE FULL FISCAL YEAR 2021 AND FILING OF ANNUAL REPORT ON FORM 10-K

Shareholders are advised that the Company’s IFRS audited annual financial statements for the year ended March 31, 2021 (“IFRS AFS”) which sets out the key audit matters and the basis for the unmodified audit opinion, has been published and is available on the Company's website, https://investor.mixtelematics.com/financials/annual-reports/default.aspx. The IFRS AFS contain no changes from the preliminary IFRS results for the full fiscal year 2021 which were published on May 27, 2021.

Shareholders are further advised that Company’s annual report on Form 10-K containing the audited U.S. GAAP annual financial statements for the full fiscal year 2021 has been filed with the Securities and Exchange Commission (“SEC”) and is available on the Company’s website, https://investor.mixtelematics.com/financials/annual-reports/default.aspx and on the SEC Edgar website: www.sec.gov.

The Company’s proxy statement containing the notice of annual general meeting of the Company will be posted in due course.


June 15, 2021



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