Wrap Text
Finalisation announcement in respect of the proposed transaction
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 Monday, 25 March
register on the scheme record date to receive the Scheme Consideration on ("scheme
LDT")
Date of the suspension of listing of MiX Telematics shares on the JSE at the Tuesday, 26 March
commencement of trade on
Date of the suspension of listing of MiX Telematics ADSs on the NYSE at the Tuesday, 26 March
commencement of trade on
Date of admission of listing as a secondary inward listing of PowerFleet shares on the Tuesday, 26 March
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
Announcement released on SENS in respect of any cash payment applicable to any Wednesday, 27 March
fractional entitlement to a scheme consideration share by 11:00 a.m. SAST
Scheme record date Thursday, 28 March
Scheme Implementation Date on Tuesday, 2 April
Scheme Participants who are dematerialised shareholders will have their accounts held Tuesday, 2 April
at their broker or CSDP credited with the Scheme Consideration on the scheme record
date, on
Scheme Participants who are certificated shareholders and who deliver a form of Tuesday, 2 April
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
Scheme Participants who are issuer nominee shareholders will have their Scheme Tuesday, 2 April
Consideration credited to the account of Computershare Nominees, on
Date of the termination of listing of MiX Telematics shares on the JSE at the Wednesday, 3 April
commencement of trade on
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
Java Capital
U.S. legal advisors to MiX Telematics
DLA Piper
U.S. financial advisor to MiX Telematics
Raymond James Financial, Inc.
U.S. legal advisors to PowerFleet
Olshan Frome Wolosky
SA legal advisors to PowerFleet
Webber Wentzel
Date: 15-03-2024 09:30:00
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