FLEETMATICS GROUP PLC (FLTX) IPO

We estimate that we will receive net proceeds from this offering of $94.3 
million based upon the initial public offering price of $17.00 per ordinary 
share, after deducting underwriting discounts and commissions and estimated 
offering expenses payable by us. We will not receive any of the proceeds from 
sales of ordinary shares by the selling shareholders. 

The principal reasons for this offering are to increase our capitalization and 
financial flexibility, increase our visibility in the marketplace and create a 
public market for our ordinary shares. As of the date of this prospectus, we 
have no specific plans for the use for the net proceeds of this offering, or a 
significant portion thereof. We anticipate that we will use the net proceeds we
receive from this offering for working capital and other general corporate 
purposes, including funding of our marketing activities, repayment of 
indebtedness and the costs of operating as a public company and further 
investment in the development of our proprietary technologies. We may use a 
portion of the net proceeds for the acquisition of businesses, products and 
technologies that we believe are complementary to our own, although we have no 
agreements or understandings with respect to any acquisition at this time. We 
have not allocated any specific portion of the net proceeds to any particular 
purpose, and our management will have the discretion to allocate the proceeds 
as it determines. Pending these uses, we intend to invest the net proceeds to 
us from the offering in short-term, investment-grade, interest-bearing 
instruments.

We compete with point-to-point solution providers as well as other companies 
with service offerings designed to address similar needs as our solutions. The 
market for fleet management solutions is highly fragmented. Some of our actual 
and potential competitors may enjoy competitive advantages over us, such as 
greater name recognition, longer operating histories, more varied services, and
larger marketing budgets, as well as greater financial, technical, and other 
resources. 

We believe that the key competitive factors in the local services and 
distribution market include: 

   •     ease of initial setup and use; 
 
   •     product functionality, performance and reliability; 

   •     features that best meet the needs of SMB fleet operators; 

   •     business intelligence capabilities; 

   •     architecture scalability; and 

   •     cost. 
 
We believe that our efficient customer acquisition model, business intelligence
approach to fleet management, SaaS delivery model, deep domain expertise and 
large user base enable us to compete effectively. We believe that many of our 
competitors rely on up-front hardware sales to finance their operations. Their 
business models are a significant investment hurdle for SMB customers. 
Additionally, many of these competitive offerings are difficult to deploy and 
use and lack other features required by SMB customers. 

Some of our competitors have made or may make acquisitions or enter into 
partnerships or other strategic relationships to offer a more comprehensive 
service than we do. These combinations may make it more difficult for us to 
compete effectively, including on the basis of price, sales and marketing 
programs, technology, or service functionality. We expect these trends to 
continue as companies attempt to strengthen or maintain their market positions.