MiX Telematics : Regulation FD Disclosure - Form 8-K

Item 7.01. Regulation FD Disclosure.

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, including the ordinary shares represented by the Company's American Depositary Shares (collectively, the "MiX Telematics shares"), 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 (each, a "Powerfleet share"). As a result of the transactions, including the Scheme, contemplated by the Agreement, the Company will become an indirect, wholly owned subsidiary of Powerfleet.

On March 27, 2024, the Company issued a press release to the Johannesburg Stock Exchange (the "JSE") announcing the cash payment applicable to fractional entitlements in relation to the Scheme. The consideration payable to the Scheme Participants (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 and Exchange Commission on January 30, 2024) is 0.12762 Powerfleet shares for every MiX Telematics share held by each Scheme Participant. In the event that a Scheme Participant is entitled to a fraction of a Powerfleet share, such fractional entitlement will be rounded down to the nearest whole number, resulting in the allocation of whole Powerfleet shares and a cash payment for the fraction. Scheme Participants are advised that, in accordance with the JSE Listings Requirements, the value of a Powerfleet share to be utilized in determining the fractional cash payment due to scheme participants is 8 161.24032 ZAR cents, being the weighted average traded price of a Powerfleet share traded on the Nasdaq on Tuesday, 26 March 2024 and converted from USD at the prevailing exchange rate on the day of USD:1.00:ZAR18.9312, discounted by 10%. The full text of the press release, a copy of which is attached hereto as Exhibit 99.1, is incorporated herein by reference.

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.