MiX Telematics Limited filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
$MIXT
Computer Software: Prepackaged Software
Technology
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): February 28, 2024
(Exact Name of Registrant as Specified in its Charter)
| Not Applicable | |||||||||||||||||||||||
| (State or Other Jurisdiction | (Commission | (IRS Employer | |||||||||||||||||||||
| of Incorporation) | File Number) | Identification No.) | |||||||||||||||||||||
| | |||||||||||||||||||||||||||||||||||
| +1 | |||||||||||||||||||||||||||||||||||
| (Address of Principal Executive Offices) | Registrant’s telephone number, including area code | ||||||||||||||||||||||||||||||||||
| 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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| 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. ☐
1
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously 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 (the “Agreement”), by and among the Company, PowerFleet, Inc., a Delaware 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 (“Powerfleet Sub”), pursuant to which, subject to the terms and conditions thereof, Powerfleet Sub will acquire all of the issued ordinary shares of the Company (“MiX Ordinary Shares”), including the ordinary shares represented by the Company’s American Depositary Shares ( “MiX ADSs”), through the implementation of a scheme of arrangement (the “Scheme”) in accordance with Sections 114 and 115 of the South African Companies Act, No. 71 of 2008, in exchange for shares of common stock, par value $0.01 per share, of Powerfleet. As a result of the transactions, including the Scheme, contemplated by the Agreement (the “Transactions”), the Company will become an indirect, wholly owned subsidiary of Powerfleet.
Shareholders are advised that at the scheme meeting of the Company convened on Wednesday, 28 February 2024 (in terms of the notice of scheme meeting distributed to shareholders on Tuesday, 30 January 2024) all of the resolutions tabled thereat were passed by the requisite majority of MiX Telematics shareholders.
Details of the results of voting at the scheme meeting are as follows:
•total number of MiX Telematics shares in issue as at the date of the scheme meeting: 607 837 362;
•total number of MiX Telematics shares that could have been voted at the scheme meeting, excluding treasury shares: 554 020 612; and
•total number of MiX Telematics shares that were present/represented at the scheme meeting: 537 643 828, being 88.45% of the total number of MiX Telematics shares in issue and 97.04% of MiX Telematics shares that could have been voted at the scheme meeting.
A withheld vote or abstention, as applicable, is not considered a vote cast with respect to any resolution and will, therefore, not affect the outcome of any resolution.
| Special resolution number 1 - Approval of the scheme in terms of sections 114(1) and 115(2)(a) of the Companies Act | ||||||||||||||
Shares voted* 537 589 153, being 88.44% | For 532 757 203, being 99.10% | Against 4 831 950, being 0.90% | Abstentions^ 54 675, being 0.01% | |||||||||||
| Special resolution number 2 - Revocation of special resolution number 1 if the scheme is not implemented | ||||||||||||||
Shares voted* 537 579 178, being 88.44% | For 532 736 428, being 99.10% | Against 4 842 750, being 0.90% | Abstentions^ 64 650, being 0.01% | |||||||||||
| Ordinary resolution 1 - Authority for the board to issue a termination notice | ||||||||||||||
Shares voted* 537 569 503, being 88.44% | For 532 753 628, being 99.10% | Against 4 815 875, being 0.90% | Abstentions^ 74 325, being 0.01% | |||||||||||
| Ordinary resolution 2 - Authority to give effect to resolutions | ||||||||||||||
Shares voted* 537 568 003, being 88.44% | For 532 762 103, being 99.11% | Against 4 805 900, being 0.89% | Abstentions^ 75 825, being 0.01% | |||||||||||
* shares voted (excluding abstentions) in relation to total shares in issue
^ in relation to total shares in issue
Item 7.01. Regulation FD Disclosure.
The submission to the Johannesburg Stock Exchange by the Company announcing results of the scheme meeting 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
2
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
Additional Information and Where to Find It
In connection with the proposed transaction, Powerfleet has filed, and the SEC declared effective on January 24, 2024, a registration statement on Form S-4 (the “Registration Statement”), which includes a joint proxy statement of the Company and Powerfleet and a prospectus of Powerfleet. The Company and Powerfleet commenced the mailing of the joint proxy statement/prospectus on January 29, 2024. Each of the Company and Powerfleet may also file other relevant documents with the SEC regarding the proposed transaction. Any holder of MiX Ordinary Shares through an intermediary such as a broker/dealer or clearing agency or MiX ADSs should consult with their intermediary or The Bank of New York Mellon, the depositary for the MiX ADSs, as applicable, about how to obtain information on the Company’s shareholder meeting. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS. Investors and shareholders will be able to obtain free copies of these documents (if and when available) and other documents containing important information about the Company and Powerfleet once such documents are filed with the SEC through the website maintained by the SEC at www.sec.gov. The Company and Powerfleet may file other relevant materials with the SEC in connection with the Transactions. The Company and Powerfleet will make available copies of materials they file with, or furnish to, the SEC free of charge at http://investor.mixtelematics.com and https://ir.powerfleet.com, respectively.
No Offer or Solicitation
This report shall not constitute an offer to buy or sell any securities, or the solicitation of an offer to buy or sell any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Participants in the Solicitation
The Company, Powerfleet and their respective directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders and Powerfleet’s stockholders in connection with the Transactions. Securityholders may obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers in the joint proxy statement/prospectus, its Annual Report on Form 10-K for the year ended March 31, 2023, which was filed with the SEC on June 22, 2023, and its definitive proxy statement for its 2023 annual general meeting of shareholders, which was filed with the SEC on July 28, 2023. Securityholders may obtain information regarding the names, affiliations and interests of the Powerfleet’s directors and executive officers in the joint proxy statement/prospectus, its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 31, 2023, its amended Annual Report on Form 10-K/A for the year ended December 31, 2022, which was filed with the SEC on May 1, 2023, and its definitive proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on June 21, 2023. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, may be contained in other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read such materials carefully when they become available before making any voting or investment decisions. You may obtain free copies of these documents from the Company or Powerfleet using the sources indicated above.
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of federal securities laws. The Company’s, Powerfleet’s and the combined business’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. Most of these factors are outside the parties’ control and are difficult to predict. The risks and uncertainties referred to above include, but are not limited to, risks related to: (i) the completion of the Transactions in the anticipated timeframe or at all; (ii) the satisfaction of the closing conditions to the Transactions including, but not limited to the ability to obtain approval of the shareholders of the Company and stockholders of Powerfleet and the ability to obtain the Financing; (iii) the failure to obtain necessary regulatory approvals; (iv) the ability to realize the anticipated benefits of the Transactions; (v) the ability to successfully integrate the businesses; (vi) disruption from the Transactions making it more difficult to maintain business and operational relationships; (vii) the negative effects of the announcement of the Transactions or the consummation of the Transactions on the market price of Powerfleet’s or the Company’s securities; (viii) significant transaction costs and unknown liabilities; (ix) litigation or regulatory actions related to the Transactions; and (x) such other factors as are set forth in the periodic reports filed by
3
Powerfleet and the Company with the SEC, including but not limited to those described under the heading “Risk Factors” in their annual reports on Form 10-K, quarterly reports on Form 10-Q and any other filings made with the SEC from time to time, which are available via the SEC’s website at http://www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
The forward-looking statements included in this report are made only as of the date of this report, and except as otherwise required by applicable securities law, neither Powerfleet nor the Company assume any obligation nor do they intend to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibit
4
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
Date: February 28, 2024
5
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”)
| RESULTS OF SCHEME MEETING | ||
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 27 February 2024.
MiX Telematics shareholders are advised that at the scheme meeting of the Company convened on Wednesday, 28 February 2024 (in terms of the notice of scheme meeting posted to shareholders on Tuesday, 30 January 2024) all of the resolutions tabled thereat were passed by the requisite majority of MiX Telematics shareholders.
Details of the results of voting at the scheme meeting are as follows:
•total number of MiX Telematics shares in issue as at the date of the scheme meeting: 607 837 362;
•total number of MiX Telematics shares that could have been voted at the scheme meeting, excluding treasury shares: 554 020 612; and
•total number of MiX Telematics shares that were present/represented at the scheme meeting: 537 643 828, being 88.45% of the total number of MiX Telematics shares in issue and 97.04% of MiX Telematics shares that could have been voted at the scheme meeting.
6
| Special resolution number 1 - Approval of the scheme in terms of sections 114(1) and 115(2)(a) of the Companies Act | ||||||||||||||
Shares voted* 537 589 153, being 88.44% | For 532 757 203, being 99.10% | Against 4 831 950, being 0.90% | Abstentions^ 54 675, being 0.01% | |||||||||||
| Special resolution number 2 - Revocation of special resolution number 1 if the scheme is not implemented | ||||||||||||||
Shares voted* 537 579 178, being 88.44% | For 532 736 428, being 99.10% | Against 4 842 750, being 0.90% | Abstentions^ 64 650, being 0.01% | |||||||||||
| Ordinary resolution 1 - Authority for the board to issue a termination notice | ||||||||||||||
Shares voted* 537 569 503, being 88.44% | For 532 753 628, being 99.10% | Against 4 815 875, being 0.90% | Abstentions^ 74 325, being 0.01% | |||||||||||
| Ordinary resolution 2 - Authority to give effect to resolutions | ||||||||||||||
Shares voted* 537 568 003, being 88.44% | For 532 762 103, being 99.11% | Against 4 805 900, being 0.89% | Abstentions^ 75 825, being 0.01% | |||||||||||
* shares voted (excluding abstentions) in relation to total shares in issue
^ in relation to total shares in issue
MiX Telematics shareholders should note that the Scheme remains subject to the fulfilment or waiver, as applicable, of the outstanding Scheme Conditions, as set out in the Scheme Circular. The outstanding Scheme Conditions are expected to be fulfilled by 15 March 2024 which would allow for the Scheme to be implemented on or about 2 April 2024. Shareholders will be provided with a further update regarding the fulfilment or waiver, as the case may be, of all of the Scheme Conditions via SENS in due course.
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.
28 February 2024
Corporate advisor and sponsor to MiX Telematics
U.S. legal advisors to MiX Telematics
7
U.S. financial advisor to MiX Telematics
U.S. legal advisors to PowerFleet
SA legal advisors to PowerFleet
8