FORM
6-K
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REPORT
OF FOREIGN PRIVATE ISSUER
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PURSUANT
TO RULE 13a-16 OR 15d-16
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UNDER
THE SECURITIES EXCHANGE ACT OF 1934
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For
the month of: October 2007
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001-31609
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(Commission
File Number)
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Telkom
SA Limited
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(Translation
of registrant’s name into English)
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Telkom
Towers North
152
Proes Street
Pretoria
0002
The
Republic of South Africa
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Form
20-F
ý
Form
40-F
¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
¨
Indicate
by check mark whether by furnishing the information contained on this Form,
the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
¨
No
ý
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_____.
On
September 20, 2007, Telkom SA Limited (“Telkom”) issued an announcement
regarding the appointment of three new Class A Shareholder
representative
non-executive directors and the resignation of three Class A Shareholder
representative non-executive directors, following the expiration of their
three
year terms. A copy of the announcement is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
On
September 26, 2007, Telkom issued an announcement advising shareholders
that
Telkom
’
s
2007
annual report, incorporating the audited financial statements for the
year ended
31 March 2007, was posted to shareholders. The announcement also gave
notice of the fifteenth annual general meeting of the company. A copy
of the
announcement is attached hereto as Exhibit 99.2 and is incorporated herein
by
reference.
On
October 11, 2007, Telkom issued an announcement referring shareholders to
the cautionary announcement released by Telkom on September 3, 2007, and
advising shareholders that the discussions with Vodafone Group Plc and MTN
Group
Limited are ongoing and that shareholders should continue to exercise caution
when dealing in Telkom’s securities until a further announcement is
made. A copy of the announcement is attached hereto as Exhibit 99.3
and is incorporated herein by reference.
SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS
All
of
the statements contained herein and in the exhibits incorporated by reference
herein, as well as oral statements that may be made by Telkom or Vodacom,
or by
officers, directors or employees acting on their behalf, that are not statements
of historical facts constitute or are based on forward-looking statements
within
the meaning of the US Private Securities Litigation Reform Act of 1995,
specifically Section 27A of the US Securities Act of 1933, as amended, and
Section 21E of the US Securities Exchange Act of 1934, as amended. These
forward-looking statements involve a number of known and unknown risks,
uncertainties and other factors that could cause Telkom’s or Vodacom’s actual
results and outcomes to be materially different from historical results or
from
any future results expressed or implied by such forward-looking statements.
Among the factors that could cause Telkom’s or Vodacom’s actual results or
outcomes to differ materially from their expectations are those risks identified
in Item 3. “Key Information-Risk Factors” contained in Telkom’s most recent
Annual Report on Form 20-F filed with the US Securities and Exchange Commission
(SEC) and its other filings and submissions with the SEC which are available
on
Telkom’s website at
www.telkom.co.za/ir
, including, but not limited to,
Telkom’s ability to execute on its mobile strategy and any changes thereto,
increased competition in the South African telecommunications markets;
developments in the regulatory environment; continued mobile growth and
reductions in Vodacom’s and Telkom’s net interconnect margins; Vodacom’s and
Telkom’s ability to expand their operations and make investments and
acquisitions in other African and other countries and the general economic,
political, social and legal conditions in South Africa and in other countries
where Vodacom and Telkom invest; our ability to attract and retain key
personnel; our inability to appoint a majority of Vodacom’s directors and the
consensus approval rights at Vodacom that may limit our flexibility and ability
to implement our preferred strategies; Vodacom’s continued payment of dividends
or distributions to us; our ability to improve and maintain our management
information and other systems; our negative working capital; changes in
technology and delays in the implementation of new technologies; our ability
to
reduce theft, vandalism, network and payphone fraud and lost revenue to
non-licensed operators; our ability to improve our internal control over
financial reporting; health risks related to mobile handsets, base stations
and
associated equipment; risks related to our control by the Government of the
Republic of South Africa and major shareholders and the South African
Government’s other positions in the telecommunications industry; the outcome of
regulatory, legal and arbitration proceedings, including tariff approvals,
and
the outcome of Telkom’s hearing before the Competition Commission, its
proceedings with Telcordia Technologies Incorporated and others; our ability
to
negotiate favorable terms, rates and conditions for the provision of
interconnection services and facilities; our ability to implement and recover
the substantial capital and operational costs associated with carrier
pre-selection, number portability and the monitoring, interception and customer
registration requirements contained in the South African Regulation of
Interception of Communication and Provision of Communication – Related
Information Act; Telkom’s ability to comply with the South African Public
Finance Management Act and South African Public Audit Act and the impact
of the
Municipal Property Rates Act; fluctuations in the value of the Rand; the
impact
of unemployment, poverty, crime and HIV infection, labor laws and exchange
control restrictions in South Africa; and other matters not yet known to
us or
not currently considered material by us.
We
caution you not to place undue reliance on these forward-looking statements.
All
written and oral forwardlooking statements attributable to Telkom or Vodacom,
or
persons acting on their behalf, are qualified in their entirety by these
cautionary statements. Moreover, unless Telkom or Vodacom is required by
law to
update these statements, they will not necessarily update any of these
statements after the date hereof, either to conform them to actual results
or to
changes in their expectation.
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Exhibit
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Description
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99.1
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Announcement,
dated September 20, 2007, issued by Telkom SA Limited (“Telkom”),
regarding the appointment of three new Class A Shareholder representative
non-executive directors and the resignation of three Class A Shareholder
representative non-executive directors, following the expiration
of their
three year terms.
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99.2
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Announcement,
dated September 26, 2007, issued by Telkom, advising shareholders
that
Telkom
’
s
2007
annual report, incorporating the audited financial statements for
the year
ended 31 March 2007, was posted to shareholders.
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99.3
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Announcement,
dated October 11, 2007, issued by Telkom, referring shareholders
to the
cautionary announcement released by Telkom on September 3, 2007,
and
advising shareholders that the discussions with Vodafone Group
Plc and MTN
Group Limited are ongoing and that shareholders should continue
to
exercise caution when dealing in Telkom’s securities until a further
announcement is made.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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TELKOM
SA LIMITED
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By: /s/
Kaushik
Patel
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Name: Kaushik
Patel
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Title: Chief
Financial Officer
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Date: October
17, 2007