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Abridged combined prospectus and prelisting statement
PowerFleet, Inc.
Incorporated in the State of Delaware, United States of America
(File number: 7272486)
Nasdaq share code: PWFL
Tel Aviv Stock Exchange share code: PWFL
JSE Share code: PWR JSE Short name: Power
ISIN: US73931J1097 LEI 2549007NKEFPYEH4MF81
("PowerFleet" or "Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION OR REQUIRE THE COMPANY TO TAKE ANY FURTHER ACTION.
Capitalised words and expressions used in this Abridged Prospectus shall, unless expressly defined herein or indicated
otherwise by the context, bear the meanings given to them in the Combined Prospectus and Prelisting Statement
("Prospectus").
ABRIDGED COMBINED PROSPECTUS AND PRELISTING STATEMENT
Shareholders are referred to the joint firm intention announcement released on SENS by MiX Telematics and
PowerFleet on 10 October 2023, the update regarding the issue of documentation announcement released on SENS
on 22 November 2023 relating to the Transaction and the Transaction update and issue of documentation in respect of
Transaction announcement released on SENS on 30 January 2024.
This abridged prelisting statement and prospectus ("Abridged Prospectus") relates to the implementation of the
scheme of arrangement in terms of section 114(1)(c) as read with section 115 of the Companies Act between MiX
Telematics and MiX Telematics Shareholders ("Scheme") and the termination of listing of all the MiX Telematics shares
from the Main Board of the JSE pursuant to the Scheme and the simultaneous secondary inward listing of the Company
("PowerFleet Listing") on the Main Board of the JSE, as set out in the Prospectus and the Scheme Circular.
The information in this Abridged Prospectus has been extracted, in summarised form, from the full Combined Prospectus
and Prelisting Statement issued by the Company on Tuesday, 30 January 2024 and a copy of which was registered
with CIPC on Friday, 26 January 2024. This Abridged Prospectus is not complete and does not contain all of the
information that investors should consider in relation to the Scheme and PowerFleet Listing. This Abridged Prospectus
is not an invitation to the public to subscribe for shares but is issued in compliance with Companies Act, the Companies
Regulations and the listings requirements of the JSE ("JSE Listings Requirements") for the purpose of providing
information to selected persons in South Africa and other jurisdictions with regard to the Company.
MiX Telematics Shareholders are referred to the Scheme Circular and Definitive Proxy Statement for information
regarding the Transaction.
1. Background and introduction
PowerFleet is a global leader of AIoT solutions providing valuable business intelligence for managing high-value
enterprise assets that improve operational efficiencies. The Company is headquartered in Woodcliff Lake, New
Jersey, with offices located around the globe. The Company was incorporated on 21 February 2019 as a public
company, it did not undertake a conversion to a public company. The Company was formed as the holding
company of the PowerFleet group of companies pursuant to a merger between I.D. Systems and Pointer Israel
on 13 March 2019.
As at the Last Practicable Date, PowerFleet shares are listed on the Nasdaq, and PowerFleet also maintains a
secondary listing on the Tel Aviv Stock Exchange. Upon the implementation of the Scheme, PowerFleet will
procure a secondary inward listing on the Main Board of the JSE, whilst remaining listed on the Nasdaq (as its
primary listing) and the Tel Aviv Stock Exchange (as a secondary listing).
Following the Implementation of the Transaction, MiX Telematics will become a wholly owned subsidiary of
Merger Sub and an indirect wholly owned subsidiary of the Company thus becoming part of the PowerFleet
Group.
MiX Telematics is a leading global provider of connected fleet and mobile asset solutions delivered as SaaS to
over 1,042,000 subscribers in over 120 countries. The Company's products and services provide enterprise fleets,
small fleets and consumers with solutions for efficiency, safety, compliance and security.
MiX Telematics was founded in 1996 and has offices in South Africa, the United Kingdom, the United States,
Uganda, Brazil, Australia, Romania and the United Arab Emirates as well as a network of more than 130 fleet
value-added resellers worldwide.
The Board is of the opinion that the combination of PowerFleet and MiX Telematics will create a scaled, industry-
leading company of choice in the global telematics space with considerable opportunity for synergy realization
and potential for accelerating growth.
2. Overview of the Scheme
Pursuant to the Scheme, if implemented, PowerFleet (via Merger Sub, a wholly owned subsidiary of the
Company) will acquire all of MiX Telematics' shares owned by MiX Telematics shareholders in exchange for
0.12762 newly issued shares of PowerFleet shares per Scheme Share and, if applicable, cash in respect of any
fractional entitlement to a Scheme Consideration Share. The implementation of the Scheme is subject to the
fulfilment or waiver, as the case may be, of the Scheme Conditions.
If the Scheme Conditions (as detailed in the Scheme Circular) are not fulfilled or waived, as the case may be, on
or before the Outside Date, the Scheme will not become operative and will not be implemented. In such event,
MiX Telematics Shareholders and ADS Holders will not receive the Scheme Consideration and will continue to
hold their MiX Telematics Shares and ADSs respectively. Any exercise of appraisal rights by MiX Telematics
Shareholders will not be effective. Consequently, MiX Telematics will in such circumstances continue to be the
holding company of the MiX Telematics Group and will remain a publicly traded company with MiX Telematics
Shares listed on the Main Board of the JSE and ADSs listed on the NYSE and the listing of PowerFleet Shares
on the JSE will not take place.
The issue of PowerFleet Shares as settlement of the Scheme Consideration constitutes an "offer to the public",
in terms of section 95(1)(h) of the Companies Act. Accordingly, the Prospectus is therefore issued in terms of
section 99(2) of the Companies Act which accompanies the Scheme Circular. MiX Telematics shareholders
should review the Prospectus (together with the Scheme Circular) in order to make an informed assessment on
the Scheme.
As set out in paragraph 6 "Important dates and times" below, all conditions to the Scheme are expected to be
completed by Friday, 15 March 2024, prior to the PowerFleet Listing.
3. PowerFleet Listing
The JSE has approved the Company's application for the listing by introduction of 107,923,479 PowerFleet
Shares (excluding any options to PowerFleet Shares that may mature prior to the PowerFleet Listing) in the
"15101010 – Telecommunications Equipment" sub-sector and "151010 – Telecommunications" sector of the JSE
list with the abbreviated name "Power", JSE share code "PWR" and ISIN US73931J1097 and LEI
2549007NKEFPYEH4MF81, which trading in respect of the Scheme Consideration Shares to be issued in terms
of the Scheme will be with effect from the commencement of trade on Tuesday, 26 March 2024.
4. Summary financial information and operating data
This section should be read in conjunction with Annexes 10 to 12 of the Prospectus and Part III and Annexes 5
and 6 of the Scheme Circular.
4.1 Pro formas
The MiX Telematics (and the Company's) pro forma financial information and the unmodified independent
reporting accountants report thereon issued by Deloitte & Touche are included in the Scheme Circular and
incorporated by reference in the Prospectus.
4.2 Consolidated financial statements of PowerFleet
The consolidated financial statements of PowerFleet for the preceding three financial years ended
31 December 2022, 2021 and 2020 are available on PowerFleet's website
(https://ir.powerfleet.com/financials) and are incorporated by reference in the Prospectus.
4.3 Financial statements of PowerFleet for the six month period ended 30 June 2023
The financial statements of PowerFleet for the six month period ended 30 June 2023 is available in
PowerFleet's website (https://ir.powerfleet.com/financials) and are incorporated by reference in the
Prospectus.
4.4 Consolidated financial statements of MiX Telematics
The annual financial statements of MiX Telematics for its preceding three financial years ended
31 March 2023, 2022 and 2021 are available on MiX Telematics' website
(https://investor.mixtelematics.com/financials/sec-filings/default.aspx) and are incorporated by reference in
the Prospectus.
5. Directors
Up to the date of the PowerFleet Listing on the JSE, the Board of PowerFleet will be as set out on pages 8 - 18
of the definitive proxy statement filed with the SEC and accessible on https://ir.powerfleet.com/financials/all-sec-
filings/content/0001493152-23-022002/0001493152-23-022002.pdf, where their qualifications and other details
can be obtained. The Directors can be reached at the headquarters of the Company, being 123 Tice Boulevard,
Woodcliff Lake, New Jersey, 07677. Other than Steve Towe (British), Elchanan Maoz (Israeli) and Medhini
Srinivasan (Indian), each of Anders Bjork, Michael Brodsky, Michael Casey and Charles Frumberg are American.
Charles Frumberg, while a member of the PowerFleet Board as at the Last Practicable Date, was unable to review
the Prospectus prior to issuance and the Prospectus is being issued without his knowledge as contemplated in
section 104(3)(e) of the Companies Act.
Following the implementation of the Transaction, the Board of the Company will be comprised of: (i) two Directors
designated by the PowerFleet Board, which will be Michael Brodsky, the current chairman of the PowerFleet
Board (who will continue to serve as chairman of the Company following implementation of the Transaction), and
Steve Towe, the current PowerFleet CEO, (ii) two directors designated by the MiX Telematics Board, being Ian
Jacobs, the current chairperson of the MiX Telematics Board, and Michael McConnell (not currently a MiX
Telematics director), and (iii) up to two additional directors to be mutually agreed upon by PowerFleet and MiX
Telematics, each of which must be "independent" within the meaning of the corporate governance standards of
Nasdaq. The additional directors are expected to be appointed to the Board upon or following the implementation
of the Transaction.
The names, occupations and business addresses of the Directors (following the implementation of the
Transaction) are set out below:
Name and nationality Occupation Business address
Executive Director
Steve Towe, British CEO and Director 123 Tice Blvd. Suite 101, Woodcliff Lake, NJ 07677
Independent non-executive Directors
Michael Brodsky, Director 123 Tice Blvd. Suite 101, Woodcliff Lake, NJ 07677
American and Chairman
Ian Jacobs, American Director Matrix Corner, Howick Close, Waterfall Park, Midrand,
1685
Michael McConnell, Director Matrix Corner, Howick Close, Waterfall Park, Midrand,
American 1685
6. Important dates and times
Event Date
Notice record date to determine which MiX Telematics Friday, 19 January
Shareholders and ADS Holders are entitled to receive the
Prospectus
Publication of the Prospectus, the Scheme Circular and Tuesday, 30 January
Definitive Proxy Statement distributed to MiX Telematics
Shareholders on
Announcement relating to the issue of the Prospectus released on Tuesday, 30 January
SENS on
Announcement relating to Abridged Prospectus published on Tuesday, 30 January
SENS on
Announcement relating to the issue of the Prospectus Wednesday, 31 January
released in the press on
Announcement relating to Abridged Prospectus published in Wednesday, 31 January
the press on
Scheme meeting of MiX Telematics shareholders held at 2:30 p.m Wednesday, 28 February
on
Finalisation date expected to be on Friday, 15 March
Finalisation announcement expected to be published on SENS by Friday, 15 March
11:00 on
Finalisation announcement expected to be published in the press Monday, 18 March
on
Last day to trade in MiX Telematics Shares in order to be eligible to Monday, 25 March
receive the Scheme Consideration on
Expected suspension of listing of MiX Telematics Shares from the Tuesday, 26 March
Main Board of the JSE at commencement of trading on
PowerFleet Shares expected to be listed on the JSE from the Tuesday, 26 March
commencement of trade (09:00) on
Announcement released on SENS in respect of any cash payment Wednesday, 27 March
applicable to any fractional entitlement to a Scheme Consideration
Share by 11:00
Expected Scheme record date Thursday, 28 March
PowerFleet Shares expected to be issued to Scheme Participants Tuesday, 2 April
on
Termination of listing of the MiX Telematics Shares on the JSE Wednesday, 3 April
expected on
Notes:
(a) All dates and times are subject to change by MiX Telematics or PowerFleet (subject to the approval of
the Nasdaq, JSE, TRP and CIPC, if required).
(b) The dates have been determined based on certain assumptions regarding the dates by which certain shareholder
and regulatory approvals including, but not limited to, that of the Nasdaq will be obtained. MiX Telematics
Shareholders will be notified of any amendments to these Important Dates and Times on SENS and in the South
African press.
(c) All dates and times indicated above are South African standard dates and times.
(d) No dematerialisation or rematerialisation of MiX Telematics Shares may take place on or after Monday,
25 March 2024.
(e) No removals between the MiX Telematics ADS register administered by BNYM and the MiX Telematics share register
administered by the MiX Telematics' South African transfer secretaries, Computershare Investor Services Proprietary
Limited, shall be permitted after Monday, 25 March 2024.
(f) No removals between the PowerFleet share register maintained in South Africa by the Transfer Secretaries and
the PowerFleet registers maintained for trading on Nasdaq and TASE shall be permitted from Tuesday, 26 March 2024
until Wednesday, 3 April 2024.
7. Copies of the Prospectus and other documents relating to the PowerFleet Listing
The Prospectus is only available in English and copies thereof may be obtained from the Company's registered
office and the Company Sponsor's offices between 09:00 and 16:30 from Tuesday, 30 January 2024 up to, and
including, the Scheme Implementation Date, during normal business hours.
The Prospectus and Definitive Proxy Statement will also be made available on the Company's website at
https://ir.powerfleet.com/ on Tuesday, 30 January 2024.
Tuesday, 30 January 2024
JSE Sponsor and Corporate Advisor
Java Capital
Independent Registered Public Accounting Firm to the Company
Ernst & Young LLP
Registered Auditor preparing the Regulation 78 Report and Reporting Accountant to the MiX Telematics
Limited pro forma financial information
Deloitte & Touche
JSE Transfer secretaries
Computershare Investor Services Proprietary Limited
Legal advisor to the Company as to South African law
Webber Wentzel
Legal adviser to the Company as to US law
Olshan Frome Wolosky LLP
DISCLAIMER
The release, publication or distribution of this Abridged Prospectus in jurisdictions other than South Africa may be
restricted by law and therefore persons into whose possession this Abridged Prospectus may come should inform
themselves about, and observe, any such applicable restrictions or requirements. Any failure to comply with such
restrictions or requirements may constitute a violation of the securities laws and regulations of any such jurisdiction. To
the fullest extent permitted by applicable law, the Company disclaims any responsibility or liability for the violation of
such restrictions or requirements by any person. This Abridged Prospectus has been prepared for the purposes of
complying with the JSE Listings Requirements and the information disclosed may not be the same as that which would
have been disclosed if this Abridged Prospectus had been prepared in accordance with the laws and regulations of any
jurisdiction outside of South Africa.
This Abridged Prospectus contains statements about the Company, Merger Sub and MiX Telematics that are or may
be forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be,
forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook for the
industry; production; cash costs and other operating results; growth prospects and outlook for operations, individually
or in aggregate; liquidity and capital resources and expenditure, and the outcome and consequences of any pending
litigation proceedings. These forward-looking statements are not based on historical facts, but rather reflect current
expectations concerning future results and events and generally may be identified by the use of forward-looking words
or phrases such as "believe", "aim", "expect", "anticipate", "intend", "foresee", "forecast", "likely", "should", "planned",
"may", "estimated", "potential" or similar words and phrases.
Examples of forward-looking statements include statements regarding a future financial position or future profits, cash
flows, corporate strategy, anticipated levels of growth, estimates of capital expenditures, acquisition strategy, expansion
prospects or future capital expenditure levels and other economic factors, such as, inter alia, interest rates.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend
on circumstances that may or may not occur in the future. The Company, Merger Sub and MiX Telematics caution that
forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions,
liquidity and the developments within the industry in which the Company, Merger Sub and MiX Telematics operate may
differ materially from those made in, or suggested by, the forward-looking statements contained in this Abridged
Prospectus.
All these forward-looking statements are based on estimates and assumptions, as regards the Company, Merger Sub
and MiX Telematics, all of which, although the Company, Merger Sub and MiX Telematics believe them to be
reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Factors which
may cause the actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied in those statements or assumptions include other matters not yet
known to the Company, Merger Sub and MiX Telematics or not currently considered material by the Company, Merger
Sub and MiX Telematics.
Investors should keep in mind that any forward-looking statement made in this Abridged Prospectus or elsewhere is
applicable only at the date on which such forward-looking statement is made. New factors that could cause the business
of the Company, Merger Sub and MiX Telematics not to develop as expected may emerge from time to time and it is
not possible to predict all of them. The extent to which any factor or combination of factors may cause actual results to
differ materially from those contained in any forward-looking statement are not known. None of the Company, Merger
Sub and MiX Telematics have a duty to, nor do they intend to, update or revise the forward-looking statements contained
in this Abridged Prospectus after the date of this Abridged Prospectus, except as may be required by law.
No forward-looking statement has been audited, reviewed or reported on by the Independent Registered Public
Accounting Firm, the Registered Auditor or the reporting accountant.
Date: 30-01-2024 01:05:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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