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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): October 25, 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. ☐





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Item 7.01. Regulation FD Disclosure.

This report contains a copy of the submission of a trading statement to the Johannesburg Stock Exchange (“JSE”) by MiX Telematics Limited (the “Company”). Under JSE listing requirements, companies are required to publish 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 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 - MiX Telematics Limited trading statement in terms of the Johannesburg Stock Exchange listing requirements: International Financial Reporting Standards Results.
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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: Vice President and Chief Financial Officer

Date: October 25, 2021

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Exhibit 99.1


mixt-20211025_g1.jpg

mixt-20211025_g2.jpgMiX 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 six months ended September 30, 2021 to be between 11 cents per share and 14 cents per share, being between 22% to 39% lower than the EPS and HEPS of 18 cents per share for the six months ended September 30, 2020 (“prior corresponding period”).

The decrease in EPS and HEPS performance is due to the deferred tax consequences of foreign exchange movements on intercompany loan funding as a result of the weakening of the Rand against the U.S Dollar during the six months ended September 30, 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 adjusted earnings per share for the six months ended September 30, 2021.

Adjusted earnings per share is defined as profit attributable to owners of the parent, MiX Telematics, 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 six months ended September 30, 2021 will be published on Thursday, October 28, 2021.

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The financial information on which this trading statement is based has not been reviewed or audited by the Company’s auditors.



October 25, 2021

mixt-20211025_g3.jpgJSE sponsor

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Java Capital

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