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): March 1520, 2024 (March 14, 2024)

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

750 Park of Commerce Blvd Suite 310 Boca Raton Florida 33487

+1 (887) 585-1088

Suite 100

Boca Raton

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code

Florida

33487

(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)

	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)

☐ ¨ 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 1.01. Entry into a Material Definitive Agreement.

~~Item~~As 7previously disclosed in the Current Report on Form 8-K filed on October 10, 2023, MiX Telematics Limited, a public company incorporated under the laws of the Republic of South Africa (the “Company”), entered into an Implementation Agreement, by and among the Company, PowerFleet, Inc.~~01.~~, ~~Regulation~~a FDDelaware ~~Disclosure~~corporation (“PowerFleet”), and Main Street 2000 Proprietary Limited, a private company incorporated in the Republic of South Africa and a wholly owned subsidiary of PowerFleet (“MS2000”), pursuant to which the Company will become an indirect, wholly owned subsidiary of PowerFleet (the “Transaction”).

AsIn ~~previously~~connection ~~disclosed~~with in the ~~Current~~Transaction, ~~Report~~ on ~~Form~~March ~~8-K filed on October 10~~14, ~~2023~~ 2024, ~~MiX~~the ~~Telematics~~Company ~~Limited,~~entered into a ~~public~~Facility ~~company~~Letter ~~incorporated~~and ~~under~~Standard ~~the~~Terms ~~laws~~and ofConditions (collectively, the ~~Republic~~“Credit ofAgreement”) with ~~South~~FirstRand ~~Africa~~Bank Limited (the “~~Company~~Bank”), ~~entered~~as ~~into~~lender, anpursuant ~~Implementation~~to ~~Agreement~~which (the ~~“Agreement”),~~Bank byagreed ~~and~~to ~~among~~provide the Company, ~~PowerFleet,~~with ~~Inc.,~~ a ~~Delaware~~365-day committed ~~corporation~~general ~~(“Powerfleet”),~~credit ~~and~~facility ~~Main~~of ~~Street 2000 Proprietary Limited~~R350,000,000 a(the ~~private~~“Committed ~~company~~Facility”). ~~incorporated~~The inCommitted ~~the~~Facility ~~Republic~~is ofavailable ~~South~~for ~~Africa~~drawdown for ~~and~~ a ~~wholly~~period ~~owned subsidiary~~ of ~~Powerfleet~~365 ~~(“Powerfleet~~days ~~Sub”),~~after ~~pursuant~~the tofulfilment ~~which,~~of ~~subject~~certain toconditions precedent (the ~~terms~~“Availability Period”) and ~~conditions~~will ~~thereof,~~be ~~Powerfleet~~cancelled if ~~Sub~~not ~~will~~drawn ~~acquire~~by ~~all of~~ the ~~issued~~end ~~ordinary shares~~ of the ~~Company,~~Availability ~~including~~Period. ~~the~~The ~~ordinary~~Committed ~~shares~~Facility ~~represented~~bears byinterest ~~the~~at ~~Company’s~~South ~~American~~African ~~Depositary~~prime ~~Shares,~~rate ~~through~~minus ~~the~~0.75% ~~implementation~~per annum ofand ais ~~scheme~~repayable ofby ~~arrangement (~~the ~~“Scheme”)~~earlier inof ~~accordance~~the ~~with~~end ~~Sections 114 and 115~~ of the ~~South~~Availability ~~African~~Period ~~Companies~~or ~~Act~~April 2, ~~No. 71 of 2008~~2025, inunless ~~exchange~~extended ~~for~~by ~~shares~~agreement ofbetween ~~common~~the Company ~~stock,~~and ~~par~~the ~~value $0~~Bank.01 ~~per~~The ~~share,~~Company ofwill ~~Powerfleet.~~also Aspay a ~~result~~monthly ofcommitment ~~the~~fee ~~transactions,~~in ~~including~~arrears on the ~~Scheme,~~average ~~contemplated~~monthly byunutilized ~~the~~portion ~~Agreement,~~of the ~~Company~~Committed Facility ~~will~~at ~~become~~a anrate ~~indirect,~~that ~~wholly~~varies ~~owned~~depending ~~subsidiary~~on the level of ~~Powerfleet~~utilization.

OnThe ~~March~~Committed ~~15,~~Facility ~~2024,~~is ~~the Company issued~~ a ~~press~~senior, ~~release~~secured ~~to the Johannesburg Stock Exchange announcing~~ facility that ~~all~~ranks ofpari ~~the~~passu ~~conditions~~with ~~that~~any ~~were~~other ~~required~~senior toindebtedness beof ~~fulfilled or waived by~~ the ~~condition date (as defined in the Scheme Circular attached as Exhibit 99.1 to the~~ Company~~’s Current Report on Form 8-K furnished to the U~~.S. ~~Securities~~The ~~and~~Credit ~~Exchange~~Agreement ~~Commission~~contains oncustomary ~~January 30~~representations, ~~2024) have been fulfilled or~~ warranties, ~~to the extent required and permitted under the terms of the Scheme~~covenants, ~~waived~~reporting byrequirements ~~the Company~~ and ~~PowerFleet.~~events ~~The Scheme is now unconditional, and the South African Takeover Regulation Panel has issued the compliance certificate in respect~~ of ~~the~~default ~~Scheme.~~for ~~The~~transactions ~~full text~~ of ~~the~~this ~~press release, a copy of which is attached hereto as Exhibit 99~~nature.~~1, is incorporated herein by reference.~~

The ~~information~~Credit ~~contained~~Agreement inis ~~this~~also ~~Item~~subject ~~7.01,~~to ~~including~~ the ~~information~~terms and ~~contained~~conditions inof the ~~presentation~~facilities ~~furnished~~agreement aswhich ~~Exhibit~~PowerFleet, 99together with I.1D. ~~hereto~~Systems, isInc. ~~being~~and ~~“furnished”~~Movingdots ~~and~~GmbH, ~~shall~~each ~~not~~a bewholly ~~deemed~~owned subsidiary toof bePowerFleet ~~“filed”~~(collectively ~~for~~with ~~purposes~~MS2000, ofthe ~~Section~~“PowerFleet 18Subs”), ofentered ~~the~~into ~~Securities~~with ~~Exchange~~the ~~Act~~Bank ofon ~~1934~~March 7, as2024 ~~amended~~ (the “~~Exchange~~Facilities ~~Act~~Agreement”),. orThe ~~otherwise~~obligations ~~subject~~under to the ~~liabilities~~Committed ofFacility ~~that~~will ~~section~~be guaranteed, ~~nor~~on ~~shall~~a ~~such~~joint ~~information~~and beseveral ~~deemed~~basis, ~~to be incorporated~~ by PowerFleet ~~reference~~and inthe ~~any~~PowerFleet ~~filing~~Subs ~~under~~and the ~~Securities~~Committed ~~Act~~Facility ofwill ~~1933,~~be assecured ~~amended,~~by ora ~~the~~first ~~Exchange~~priority ~~Act,~~security ~~except~~interest asover ~~shall~~the beentire ~~expressly~~share capital ~~set~~of ~~forth~~the byPowerFleet ~~specific~~Subsidiaries ~~reference~~as described in ~~such~~the ~~filing~~Facilities Agreement.

~~Item~~The 9foregoing summary of the terms of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement and the Facilities Agreement, which are filed as Exhibits 10.011 and 10.2 ~~Financial~~hereto, ~~Statements~~respectively, and ~~Exhibits~~incorporated herein by reference.

~~(d)~~Item ~~Exhibits~~2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~Exhibit~~The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

NoItem 9. ~~Description~~01. ofFinancial ~~Exhibit~~Statements and Exhibits.

~~99.1 Submission~~(d) ~~to the Johannesburg Stock Exchange – Finalisation announcement in respect of the proposed transaction~~Exhibits.

Exhibit No.		Description of Exhibit

10.1		Credit Agreement, dated March 14, 2024, between MiX Telematics Limited and FirstRand Bank Limited.
10.2		Facilities Agreement, dated March 7, 2024, by and among PowerFleet, Inc., I.D. Systems, Inc., Movingdots GmbH and FirstRand Bank.
104		Cover 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

ByDate: ~~/s/~~ ~~Paul~~March ~~Dell~~20, 2024

Name: Paul Dell

Title: Chief Financial Officer

Date: March 15, 2024

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

(“MiX Telematics” or “the Company”)

FINALISATION ANNOUNCEMENT IN RESPECT OF THE PROPOSED TRANSACTION

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings ascribed thereto in the joint firm intention announcement published by MiX Telematics and PowerFleet, Inc. (“PowerFleet”) on SENS on 10 October 2023.

Shareholders are referred to the various announcements relating to the Proposed Transaction, the last of which was published on SENS on 28 February 2024.

MiX Telematics is pleased to announce that all of the outstanding Scheme Conditions that were required to be fulfilled or waived by the Condition Date as set out in the Scheme Circular, have been fulfilled or, to the extent required and permitted in terms of the Scheme, waived by Mix Telematics and PowerFleet (“the parties”). The Scheme is now unconditional and the TRP has issued the compliance certificate in respect of the Scheme.

As such, the Scheme will be implemented in accordance with the salient dates and times as set out in the Scheme Circular. The relevant dates and times are extracted below for ease of reference.

			2024
Finalisation announcement published on SENS by 11:00 a.m. SAST on			Friday, 15 March
Finalisation announcement published in the press on			Monday, 18 March
Last day to trade in MiX Telematics shares on the JSE in order to be recorded on the register on the scheme record date to receive the Scheme Consideration on (“scheme LDT”)			Monday, 25 March
Date of the suspension of listing of MiX Telematics shares on the JSE at the commencement of trade on			Tuesday, 26 March
Date of the suspension of listing of MiX Telematics ADSs on the NYSE at the commencement of trade on			Tuesday, 26 March
Date of admission of listing as a secondary inward listing of PowerFleet shares on the Main Board of the JSE with ISIN US73931J1097, alpha code: PWR and short name “Power” with effect from the commencement of business at 9:00 a.m. SAST on			Tuesday, 26 March
Announcement released on SENS in respect of any cash payment applicable to any fractional entitlement to a scheme consideration share by 11:00 a.m. SAST			Wednesday, 27 March
Scheme record date			Thursday, 28 March
Scheme Implementation Date on			Tuesday, 2 April
Scheme Participants who are dematerialised shareholders will have their accounts held at their broker or CSDP credited with the Scheme Consideration on the scheme record date, on			Tuesday, 2 April
Scheme Participants who are certificated shareholders and who deliver a form of surrender and transfer and documents of title so as to be received by the transfer secretaries on or before 12:00 p.m. SAST on the scheme record date, will have their accounts held at their broker or CSDP credited with the Scheme Consideration, on			Tuesday, 2 April
Scheme Participants who are issuer nominee shareholders will have their Scheme Consideration credited to the account of Computershare Nominees, on			Tuesday, 2 April
Date of the termination of listing of MiX Telematics shares on the JSE at the commencement of trade on			Wednesday, 3 April

Notes:

1.No dematerialisation or rematerialisation of MiX Telematics shares may take place on or after the business day following the scheme LDT.

2.No removals between the ADS register administered by BNYM and the share register administered by Computershare Investor Services Proprietary Limited (“Transfer Secretaries”), shall be permitted after the scheme LDT.

3.No removals between the PowerFleet share register maintained in South Africa by the Transfer Secretaries and the PowerFleet share registers maintained for trading on Nasdaq Stock Exchange and Tel Aviv Stock Exchange shall be permitted from Tuesday, 26 March 2024 until Wednesday, 3 April 2024.

RESPONSIBILITY STATEMENT

The Independent Board and the MiX Telematics board (to the extent that the information relates to MiX Telematics) collectively and individually accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement relating to MiX Telematics is true and this announcement does not omit anything that is likely to affect the importance of such information.

The board of directors of PowerFleet (to the extent that the information relates to PowerFleet) collectively and individually accept responsibility for the information contained in this announcement and certify that to the best of their knowledge and belief, the information contained in this announcement relating to PowerFleet is true and this announcement does not omit anything that is likely to affect the importance of such information.

15 March 2024

Corporate advisor and sponsor to MiX Telematics

U.S. legal advisors to MiX Telematics

U.S. financial advisor to MiX Telematics

U.S. legal advisors to PowerFleet

SA legal advisors to PowerFleet

Filing Compare · MiX Telematics Ltd