Blog: MIX TELEMATICS LTD : Other Events, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 8.01. Other Events.

MiX Telematics’s former non-executive Chairman, Robin Frew, has advised the
company that he has established a pre-arranged rule 10B5-1 trading plan to sell
a portion of the ordinary shares (which have been converted into American
Depositary Shares (“ADSs”), each representing 25 ordinary shares of MiX
Telematics) held by Mr. Frew over a specific period of time.

Mr. Frew recently stepped down from the MiX Telematics board in order facilitate
the implementation of the trading plan and avoid the regulatory constraints
imposed by the Johannesburg Stock Exchange on disposition of shares by
directors. The trading plan is part of a long-term strategy for asset
diversification and estate planning and was adopted in accordance with Rule
10b5-1 under the Securities Exchange Act of 1934, as amended. All sales of ADSs
under Mr. Frew’s trading plan are subject to volume limitations, pursuant to
Rule 144, which limits the amount of ADSs that can be sold.

Mr. Frew currently owns a total of 87,267,766 ordinary shares of which he holds
23,420,480 directly and 63,847,286 indirectly, representing approximately 16% of
the company’s shares in issue (excluding treasury shares). Mr. Frew has
converted 13,000,000 of his ordinary shares into ADSs. Under the trading plan,
Mr. Frew may sell up to 520,000 ADSs (equivalent to 13,000,000 ordinary shares)
over a period of between two and 15 months. If all the planned sales under the
trading plan are completed, Mr. Frew will still own directly and indirectly
74,267,766 shares which will represent approximately 13% of the company’s shares
in issue (excluding treasury shares). The transactions under this plan will
commence no earlier than December 9, 2022.

Item 7.01. Regulation FD Disclosure.

This report contains a copy of the submission to the Johannesburg Stock Exchange
by MiX Telematics Limited announcing the establishment of a rule 10b5-1 trading
plan by its former non-executive chairman. 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.

No. Description of Exhibit

99.1 Submission to the Johannesburg Stock Exchange – MiX Telematics

a nnounces establishment of rule 10 b 5- 1 trading plan by its
former n on-ex ecutive chairm an.



© Edgar Online, source Glimpses

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