On
October 26, 2007, Telkom SA
Limited (“Telkom”) issued an announcement advising shareholders that Mr. Thabo
Mosololi gave notice that he was no longer available for re-election
as a
director with immediate effect. A copy of the announcement is attached
hereto as
Exhibit 99.1 and is incorporated herein by reference.
On
October 26, 2007, Telkom issued an
announcement regarding special resolutions dealing with an amendment
to its
memorandum of association and general authority to repurchase shares
that will
be lodged with the Registrar of Companies for registration. A copy of
the
announcement is attached hereto as Exhibit 99.2 and is incorporated herein
by
reference.
On
November 12, 2007, Telkom issued a
trading statement advising shareholders that its basic earnings per share
and
headline earnings per share for the six months ended September 30, 2007
are
expected to be between 14% and 20% lower than the reviewed interim financial
results for the comparable prior period. The trading
statement contains forward-looking statements and includes cautionary
statements identifying important factors that could cause actual results
to
differ materially from those anticipated. A copy of the trading statement
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,
any changes to Telkom’s mobile strategy and its ability to successfully
implement such 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
leasing
services; 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.