- Report of Foreign Issuer (6-K)
March 31 2009 - 5:05AM
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: March 2009
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 March 3, 2009, Telkom SA Limited (Telkom) distributed a Circular to shareholders
regarding the proposed sale of 15% of its shareholding in Vodacom Group (Proprietary) Limited
(Vodacom) (unlisted), in which Telkom has a 50% holding, to Vodafone Group Plc, the distribution
of 50% of the after-tax proceeds received from such sale transaction to Telkom shareholders by way
of a special dividend, net of any STC levied thereon, the distribution of the balance of the shares
in Vodacom held by Telkom to Telkom shareholders in South Africa and other eligible jurisdictions
outside the United States by way of an unbundling, the proposed amendment to Telkoms articles of
association and the proposed amendment to the Telkom Conditional Share Plan. A copy of the circular
is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The circular contains
forward-looking statements and includes cautionary statements identifying important factors that
could cause actual results to differ materially from those anticipated.
On March 6, 2009, Telkom issued an announcement containing details of the Telkom Shareholder
Information Line. A copy of the announcement is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
On
March 25, 2009, Telkom issued an announcement containing details regarding its shareholding in Telkom Media
(Proprietary) Limited (Telkom Media) and informing that Telkom intends calling the necessary shareholder meetings to
seek the approval for the winding up of Telkom Media. A copy of the announcement is attached hereto as Exhibit 99.3 and
is incorporated herein by reference.
On March 26, 2009, Telkom issued an announcement regarding the results of the general
meeting of Telkom shareholders held on March 26, 2009. A copy of the announcement is
attached hereto as Exhibit 99.4 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, our
ability to consummate the Vodacom unbundling; our ability to successfully implement our mobile
strategies; 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
that may limit our flexibility and ability to
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implement our preferred strategies if the unbundling does not occur; Vodacoms continued
payment of dividends or distributions to us if the unbundling does not occur; 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.
THIS REPORT ON FORM 6-K, AND THE EXHIBITS INCORPORATED BY REFERENCE HEREIN, ARE NOT AN OFFER
OF SECURITIES FOR SALE IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF ANY U.S.
PERSON (WITHIN THE MEANING OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED) AND SECURITIES MAY NOT
BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON ABSENT REGISTRATION OR AN EXEMPTION
FROM REGISTRATION. THERE WILL BE NO PUBLIC OFFERING OF VODACOM SECURITIES IN THE UNITED STATES
THAT WOULD REQUIRE REGISTRATION.
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Telkom shareholders who are U.S. persons or with an address in the United States (US
shareholders) and all holders (Telkom ADS holders) of Telkom American Depositary Shares (Telkom
ADSs) will not personally receive any Vodacom shares as a result of the unbundling. In addition,
Telkom shareholders in certain other jurisdictions outside of South Africa will not be entitled to
personally receive any Vodacom Group shares as a result of the unbundling if such receipt may
involve unduly onerous registration or approval requirements under local securities laws in the
Telkom directors sole discretion (foreign shareholders). It is intended that a mechanism will
be put in place so that the Vodacom shares due to such US
shareholders and other ineligible foreign shareholders will be disposed of for cash in South
Africa pursuant to Regulation S (promulgated under the U.S. Securities Act of 1933, as amended) and
the cash proceeds therefrom (net of applicable fees, expenses, taxes and governmental charges) will
be distributed to such US shareholders and other ineligible foreign shareholders, in proportion
their respective entitlements to Vodacom shares. In addition, the Depositary for Telkom ADSs, The
Bank of New York, intends to dispose of the Vodacom shares due to Telkom ADS holders for cash in
South Africa pursuant to Regulation S either independently or in combination with the disposal of
the Vodacom shares due to US shareholders and any other ineligible foreign shareholders as
described above, and distribute the cash proceeds therefrom (net of applicable fees, expenses,
taxes and governmental charges) to such Telkom ADS holders, in proportion to such Telkom ADS
holders entitlement to Vodacom shares. There can be no assurance as to what price such US
shareholders, other ineligible foreign shareholders and Telkom ADS holders will receive from the
disposal of such Vodacom shares or the timing of such receipt.
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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/ Peter Nelson
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Name:
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Peter Nelson
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Title:
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Chief Financial Officer
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Date:
March 30, 2009
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Exhibit
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Description
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99.1
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Circular
to shareholders, distributed on March 3, 2009 by Telkom SA Limited
(Telkom), regarding the proposed sale of 15% of its shareholding in
Vodacom Group (Proprietary) Limited (Vodacom) (unlisted), in which
Telkom has a 50% holding, to Vodafone Group Plc, the distribution of
50% of the after-tax proceeds received from such sale transaction to
Telkom shareholders by way of a special dividend, net of any STC
levied thereon, the distribution of the balance of the shares in
Vodacom held by Telkom to Telkom shareholders in South Africa and
other eligible jurisdictions outside the United States by way of an
unbundling, the proposed amendment to Telkoms articles of
association and the proposed amendment to the Telkom Conditional
Share Plan.
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99.2
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Announcement, dated March 6, 2009, issued by Telkom, containing
details of the Telkom Shareholder Information Line.
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99.3
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Announcement, dated March 25, 2009, issued by Telkom, containing details regarding its shareholding in Telkom Media
(Proprietary) Limited (Telkom Media) and informing that Telkom intends calling the necessary shareholder meetings to
seek the approval for the winding up of Telkom Media.
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99.4
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Announcement, dated
March 26, 2009, issued by Telkom, regarding the results of the general meeting of
Telkom shareholders held on March 26, 2009.
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