UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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: June 2008
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 April 9, 2008, Telkom SA Limited (“Telkom”) issued an announcement providing
information regarding the speculation in the press concerning Oger
Telecoms. A copy of the announcement is attached hereto as Exhibit
99.1 and is incorporated herein by reference. The announcement
contains forward-looking statements regarding Telkom and includes cautionary
statements identifying important factors that could cause actual results to
differ materially from those anticipated.
On April 24, 2008, Telkom issued an announcement
regarding the appointment by Telkom’s Chief Executive Officer of Mr Naas Fourie
as
Chief of Strategy and
a
member of the Telkom Executive Committee. A
copy of the announcement is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
On April 24, 2008, Telkom issued an announcement
regarding the nomination by
its class
B shareholder of Mr Brian Molefe to act as
an alternate to Mr AG Rhoda with effect from April 22, 2008. A copy of the
announcement is attached hereto as Exhibit 99.3 and is incorporated herein by
reference.
On April 25, 2008, Vodacom Group (Proprietary) Limited
(“Vodacom”) (unlisted), in which Telkom has a 50% holding, issued a statement
providing updated terms of Vodacom’s proposed broad-based BEE
transaction. A copy of the statement is attached hereto as Exhibit
99.4 and is incorporated herein by reference.
On April 26, 2008, Vodacom issued a statement announcing
that it
had
increased its total customers by 12.7% to 34.0 million
and providing key financial highlights for the year ended March 31,
2008. A copy of the statement is attached hereto as Exhibit 99.5 and
is incorporated herein by reference.
On June 2, 2008, Telkom issued a cautionary announcement
advising its shareholders to exercise caution when dealing in its securities as
a
result
of the receipt by Telkom on May 30, 2008 of a
non-binding proposal from a wholly-owned subsidiary of Vodafone Group Plc to
acquire a portion of Telkom's stake in Vodacom and a letter from a consortium
comprising Mvelaphanda Holdings (Proprietary) Limited, affiliated funds of
Och-Ziff Capital Management Group and other strategic funders ("the
Consortium"), which
stated
that the Consortium
was
considering
making an offer for the entire issued share capital of Telkom. A copy
of the cautionary announcement is attached hereto as Exhibit 99.6 and is
incorporated herein by reference.
On June 4, 2008, Telkom issued an announcement informing that Mr Mark Lamberti
had resigned as an independent non executive director of Telkom with effect from
June 3, 2008. A copy of the announcement is attached hereto as
Exhibit 99.7 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.
We
caution you not to place undue reliance on these forward-looking statements. All
written and oral
forward-looking
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
|
Description
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99.1
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Announcement, dated April 9, 2008, issued by
Telkom SA Limited (“Telkom”), providing information regarding the
speculation in the press concerning Oger
Telecoms.
|
|
|
|
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99.2
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Announcement, dated April 24, 2008, issued by
Telkom, regarding the appointment by Telkom’s Chief Executive Officer of
Mr Naas Fourie
as
Chief of Strategy and
a
member of
the Telkom Executive Committee.
|
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99.3
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Announcement, dated April 24, 2008, issued by
Telkom, regarding the nomination by
its class
B
shareholder of Mr Brian Molefe to act as an alternate to Mr AG Rhoda with
effect from April 22, 2008.
|
|
|
|
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99.4
|
Statement, dated April 25, 2008, issued by Vodacom
Group (Proprietary) Limited (“Vodacom”) (unlisted), in which Telkom has a
50% holding, providing updated terms of Vodacom’s proposed broad-based BEE
transaction.
|
|
|
|
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99.5
|
Statement, dated April 26, 2008, issued by
Vodacom, announcing that it
had
increased its total customers by
12.7% to 34.0 million and providing key financial highlights for the year
ended March 31, 2008.
|
|
|
|
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99.6
|
Cautionary announcement, dated June 2, 2008,
issued by Telkom, advising its shareholders to exercise caution when
dealing in its securities as a
result
of the receipt by Telkom on May 30,
2008 of a non-binding proposal from a wholly-owned subsidiary of Vodafone
Group Plc
to acquire a portion of
Telkom's stake in Vodacom and a letter from a consortium comprising
Mvelaphanda Holdings (Proprietary) Limited, affiliated funds of Och-Ziff
Capital Management Group and other strategic funders ("the Consortium"),
which
stated
that the Consortium
was
considering making an offer for the entire issued
share capital of Telkom.
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99.7
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Announcement, dated
June 4, 2008, issued by Telkom,
informing that Mr Mark
Lamberti had
resigned as an independent non executive director of Telkom with effect
from June 3,
2008.
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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 of Finance
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Date:
June 6, 2008
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