- Report of Foreign Issuer (6-K)
October 23 2008 - 9:13AM
Edgar (US Regulatory)
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: October 2008
001-31609
(Commission File Number)
Telkom SA Limited
(Translation of registrants 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
þ
Form 40-F
o
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):
o
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):
o
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
o
No
þ
If Yes is marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b): 82-
_____
.
On September 1, 2008, Telkom SA Limited (Telkom) announced the appointment of Mr. David
Barber as a non-executive director with immediate effect. A copy of the announcement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
On September 15, 2008, Telkom announced that at the sixteenth annual general meeting of
Telkom, the ordinary resolutions and special resolution as set out in the notice of annual general
meeting were passed by the requisite majorities. A copy of the announcement is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.
On September 18, 2008, Telkom issued a further cautionary announcement regarding the letter it
received from a consortium comprising Mvelaphanda Holdings (Proprietary) Limited, affiliated funds
of Och-Ziff Capital Management Group and other strategic funders (the Consortium), advising
shareholders that Telkom and the Consortium have jointly agreed to suspend discussions in response
to, inter alia, current market conditions and pricing considerations. Telkom also advised
shareholders that discussions with Vodafone Group Plc (Vodafone) regarding the acquisition by
Vodafones wholly-owned subsidiary of a portion of Telkoms stake in Vodacom Group (Proprietary)
Limited (unlisted), in which Telkom has a 50% holding (Vodacom) and the unbundling of the
remainder of Telkoms remaining stake in Vodacom, are ongoing and shareholders are advised to
continue to exercise caution when dealing in Telkoms securities. A copy of the announcement is
attached hereto as Exhibit 99.3 and is incorporated herein by reference. The announcement contains
forward-looking statements and includes cautionary statements identifying important factors that
could cause actual results to differ materially from those anticipated.
On October 8, 2008, Vodacom announced the results of the YeboYethu Limited public offer in
South Africa. A copy of the announcement is attached hereto as Exhibit 99.4 and is incorporated
herein by reference.
On October 9, 2008, Telkom issued a further cautionary announcement regarding the receipt by
Telkom of a non-binding proposal by a wholly-owned subsidiary of Vodafone to acquire a 15% stake in
Vodacom from Telkom and unbundling of the remainder of Telkoms remaining stake in Vodacom. A copy
of the announcement is attached hereto as Exhibit 99.5 and is incorporated herein by reference. The
announcement contains forward-looking statements and includes cautionary statements identifying
important factors that could cause actual results to differ materially from those anticipated.
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 related to such subject matter, 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 Telkoms or Vodacoms 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 Telkoms or Vodacoms actual results
or outcomes to differ materially from their expectations are those risks identified in Item 3. Key
Information-Risk Factors contained in Telkoms 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 Telkoms website at www.telkom.co.za/ir, including, but not limited to, any
changes to our mobile strategy and Vodacom holdings and our ability to successfully implement such
strategy and organizational changes thereto, increased competition in the South African fixed-line,
mobile and data communications markets; our ability to implement our strategy of transforming from
basic voice and data connectivity to fully converged solutions, developments in the regulatory
environment; continued mobile growth and reductions in Vodacoms and Telkoms net interconnect
margins; Telkoms and Vodacoms ability to expand their operations and make investments and
acquisitions in other African countries and the general economic, political, social and legal
conditions in South Africa and in other countries where Telkom and Vodacom invest; our ability to
improve and maintain our management information and other systems; our ability to attract and
retain key personnel and partners; our inability to appoint a majority of Vodacoms directors and
the consensus approval rights at Vodacom may limit our flexibility and ability to implement our
preferred strategies; Vodacoms continued payment of dividends or distributions to us; 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; the amount of damages Telkom is ultimately required to pay to Telcordia Technologies
Incorporated; the outcome of regulatory, legal and arbitration proceedings, including tariff
approvals, and the outcome of Telkoms hearings before the Competition Commission and others; any
requirements that we unbundle the local loop, our ability to negotiate favorable terms, rates and
conditions for the provision of interconnection services and facilities leasing services or if
ICASA finds that we or Vodacom have significant market power or otherwise imposes unfavorable terms
and conditions on us; our ability to implement and recover the substantial capital and operational
costs associated with carrier preselection, number portability and the monitoring, interception and
customer registration requirements contained in the South African Regulation of Interception of
Communications and Provisions of Communication-Related Information Act and the impact of these
requirements on our business; Telkoms 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 and the impact of these requirements on our business; fluctuations in the value of the Rand and
inflation rates; the impact of unemployment, poverty, crime, HIV infection, labor laws and labor
relations, exchange control restrictions and power outages 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
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Description
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99.1
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Announcement, dated September 1, 2008, issued by Telkom SA Limited
(Telkom), regarding the appointment of Mr. David Barber as a
non-executive director with immediate effect.
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99.2
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Announcement, dated September 15, 2008, issued by Telkom, announcing
that at the sixteenth annual general meeting of Telkom, the ordinary
resolutions and special resolution as set out in the notice of annual
general meeting were passed by the requisite majorities.
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99.3
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Further cautionary announcement, dated September 18, 2008, issued by
Telkom, regarding the letter from a consortium comprising Mvelaphanda
Holdings (Proprietary) Limited, affiliated funds of Och-Ziff Capital
Management Group and other strategic funders and Telkoms ongoing
discussions with Vodafone Group Plc (Vodafone) regarding Vodacom
Group (Proprietary) Limited (unlisted), in which Telkom has a 50%
holding (Vodacom).
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99.4
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Announcement, dated October 8, 2008, issued by Vodacom, announcing
the results of the YeboYethu Limited public offer in South Africa.
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99.5
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Further cautionary announcement, dated October 9, 2008, issued by
Telkom, regarding the receipt by Telkom of a non-binding proposal by
a wholly-owned subsidiary of Vodafone regarding Vodacom.
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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:
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/s/ Deon Fredericks
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Name:
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Deon Fredericks
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Title:
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Acting Chief of Finance
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Date: October 23, 2008
EXHIBIT INDEX
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Exhibit
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Description
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99.1
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Announcement, dated September 1, 2008, issued by Telkom SA Limited
(Telkom), regarding the appointment of Mr. David Barber as a
non-executive director with immediate effect.
|
|
|
|
99.2
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Announcement, dated September 15, 2008, issued by Telkom, announcing
that at the sixteenth annual general meeting of Telkom, the ordinary
resolutions and special resolution as set out in the notice of annual
general meeting were passed by the requisite majorities.
|
|
|
|
99.3
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Further cautionary announcement, dated September 18, 2008, issued by
Telkom, regarding the letter from a consortium comprising Mvelaphanda
Holdings (Proprietary) Limited, affiliated funds of Och-Ziff Capital
Management Group and other strategic funders and Telkoms ongoing
discussions with Vodafone Group Plc (Vodafone) regarding Vodacom
Group (Proprietary) Limited (unlisted), in which Telkom has a 50%
holding (Vodacom).
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99.4
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Announcement, dated October 8, 2008, issued by Vodacom, announcing
the results of the YeboYethu Limited public offer in South Africa.
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99.5
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Further cautionary announcement, dated October 9, 2008, issued by
Telkom, regarding the receipt by Telkom of a non-binding proposal by
a wholly-owned subsidiary of Vodafone regarding Vodacom.
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