FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of: October 2007
001-31609
(Commission
File Number)
Telkom
SA Limited
(Translation
of registrant’s name into English)
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
October 25, 2007, Telkom SA Limited (“Telkom”) issued an announcement regarding
its revised top management structure with effect from November 1, 2007. A
copy
of the announcement is attached hereto as Exhibit 99.1 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 October 25, 2007, issued by Telkom
SA Limited (“Telkom”), regarding its revised top management structure with
effect from November 1, 2007.
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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/ Deon
Fredericks
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Name:
Deon Fredericks
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Title: Acting
Chief Financial Officer
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Date: October
29, 2007