-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JTOoA4eGdxe1nUYkIpMl6mDFZ9aOXxF1LsyMJbijV9hnpib4D4ylSYFJTwhS1yfj o7NEQ5ZXnJC2nodHntPDOg== 0001116679-08-000311.txt : 20080211 0001116679-08-000311.hdr.sgml : 20080211 20080211104043 ACCESSION NUMBER: 0001116679-08-000311 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080131 FILED AS OF DATE: 20080211 DATE AS OF CHANGE: 20080211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELKOM SA LTD CENTRAL INDEX KEY: 0001214299 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 00000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31609 FILM NUMBER: 08591562 BUSINESS ADDRESS: STREET 1: TELKOM TOWERS NORTH STREET 2: 152 PROES STREET PRETORIA REPUBLIC OF CITY: SOUTH AFRICA STATE: T3 ZIP: 00000 BUSINESS PHONE: 27123215808 MAIL ADDRESS: STREET 1: TELKOM TOWERS NORTH STREET 2: 152 PROES STREET PRETORIA REPUBLIC OF CITY: SOUTH AFRICA STATE: T3 ZIP: 00000 6-K 1 tel6k-021108.htm FOR THE MONTH OF: JANUARY, 2008 tel6k-020808.htm
 



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: January 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 January 22, 2008, Telkom SA Limited (“Telkom”) issued an announcement informing shareholders that it has received a non-binding expression of interest from Oger Telecom Limited, that the board of directors of Telkom will consider, along with other alternatives, as part of its mobile strategy review . A copy of the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On January 28, 2008, Telkom issued an announcement notifying share dealings by a director.  A copy of the announcement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On January 29, 2008, Telkom issued an announcement regarding Vodacom Group (Proprietary) Limited (unlisted) results for the period ended December 31, 2007.  A copy of the announcement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

    On January 30, 2007, Telkom issued an announcement informing that Mr. Tshepo Mahloele, the Class B shareholder representative, has resigned from the board of directors of Telkom with immediate effect and that the Class B shareholder has nominated Mr. Brian Molefe to the board of directors of Telkom with immediate effect. A copy of the announcement is attached hereto as Exhibit 99.4 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.
 
 

 


Exhibit                    Description


99.1
Announcement, dated January 22, 2008, issued by Telkom SA Limited (“Telkom”), informing shareholders that it has received a non-binding expression of interest from Oger Telecom Limited, that the board of directors of Telkom will consider, along with other alternatives, as part of its mobile strategy review .

99.2
Announcement, dated January 28, 2008, issued by Telkom, notifying share dealings by a director.

99.3
Announcement, dated January 29, 2008, issued by Telkom, regarding Vodacom Group (Proprietary) Limited (unlisted) results for the period ended December 31, 2007.
 
99.4
Announcement, dated January 30, 2008, issued by Telkom, informing that Mr. Tshepo Mahloele, the Class B shareholder representative, has resigned from the board of directors of Telkom with immediate effect and that the Class B shareholder has nominated Mr. Brian Molefe to the board of directors of Telkom with immediate effect.

 
 
 
 
 
 

              


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.


   TELKOM SA LIMITED
 

 
                      

  By:      /s/ Deon Fredericks
  Name:  Deon Fredericks
  Title:    Acting Chief of Finance


Date:   February 8, 2008
 
 

 
EX-99.1 2 ex99-1.htm ANNOUNCEMENT, DATED JANUARY 22, 2008 ex99-1.htm
 
EXHIBIT 99.1

Telkom SA Limited
(Registration number: 1991/005476/06)  
(ISIN number: ZAE000044897)       
JSE and NYSE share code: TKG
("Telkom" or "the Company")

Announcement to Shareholders

As was stated in the Company’s announcement on 28 November 2007, the Company continues to review its mobile strategy and is pursuing all options to enhance the Company’s strategic positioning and service delivery in the converging fixed-mobile telecommunications industry.

Telkom’s shareholders are informed that while conducting the review, Telkom has received a non-binding expression of interest from Oger Telecom Limited ("Oger").

While Telkom is not presently in discussions with Oger, the Board of Telkom will consider the Oger approach along with other alternatives as part of the review.

Telkom will, in due course, communicate to its shareholders the outcome of the review.


22 January 2008
Pretoria



 
EX-99.2 3 ex99-2.htm ANNOUNCEMENT, DATED JANUARY 28, 2008 ex99-2.htm
EXHIBIT 99.2
 
Telkom SA Limited
(Registration number 1991/005476/06)
JSE and NYSE Share code TKG        ISIN ZAE000044897
(“Telkom” or “the company”)


Notification of share dealings by a director

In accordance with paragraph 3.63(a) of the JSE Listings Requirements, notice of the following share dealings by a director of the company is hereby disclosed:                                      

Name of director:   MJ Lamberti
   
Number of shares sold:     175 000
   
Date shares sold:   25 January 2008
   
Average price sold at:    R141.4891 per Telkom share
   
Total value of transaction:   R24 760 592.50
   
Nature of transaction:   Indirect non beneficial
   
Clearance:
Prior clearance to trade in terms of paragraph 3.66 was obtained.
 
Pretoria
28 January 2008

Sponsor: UBS Securities South Africa
 
 

EX-99.3 4 ex99-3.htm ANNOUNCEMENT, DATED JANUARY 29, 2008 ex99-3.htm
 
EXHIBIT 99.3
 
Telkom SA Limited
(Registration Number 1991/005476/06)
ISIN ZAE000044897
JSE and NYSE Share Code TKG
("Telkom" or "the Company")
Trading update
Vodacom results for the period ended December 31, 2007

As at December 31, 2007, Vodacom Group recorded 33.0 million customers across its networks operating in South Africa, Tanzania, the Democratic Republic of the Congo, Lesotho and Mozambique, reflecting a 4.7% increase in the three months since September 30, 2007. The growth in the customer base is a result of high gross customer connections of 4.8 million for the quarter. The Group's non-South African operations comprised 8.8 million customers, or 26.6% of the total customer base.
 
Year on year, revenue for the 9 months ended December 31, 2007 increased by 17.3% to R35.7 billion, while total Group customers increased by 17.1% since December 31, 2006.

South Africa
 
South Africa increased its customer base by 4.1% since September 30, 2007 to 24.3 million customers. South Africa's customer base includes 3.4 million contract customers and 20.7 million prepaid customers, reflecting an increase of 0.7% and an increase of 4.7% since September 30, 2007, respectively.
 
Vodacom South Africa has retained its leadership position in a highly competitive South African mobile communications market with an estimated market share of 55.6% at December 31, 2007.
 
Vodacom South Africa customers, year to date ARPU and churn as at December 31, 2007 compared to September 30, 2007 are as follows:
 

South Africa
September 30, 2007
December 31, 2007
% change
 
 
 
 
Customers (thousands)
23,297
24,255
4.1
Contract
3,409
3,432
0.7
Prepaid
19,790
20,720
4.7
Community services
98
103
5.1
ARPU (ZAR)
119
123
3.4
Contract
487
485
(0.4)
Prepaid
59
62
5.1
Community services
711
707
(0.6)
Churn (%)
45.9
43.6
(2.3 pts))
Contract
8.3
8.1
(0.2 pts)
Prepaid
51.9
49.4
(2.5 pts)

 
Non-South African operations
 
Vodacom's non-South African operations increased their total customer base by 6.3% since September 30, 2007 to 8.8 million customers.
 
Satisfactory customer growth was achieved in all Vodacom's non-South African operations, most notably Lesotho with a 9.9% increase and Mozambique with an 11.9% increase in its customer base.
 
Vodacom's non-South African operations' customers, year to date ARPU and churn as at December 31, 2007 compared to September 30, 2007 are as follows:
 


 
Non-South African operations
September 30, 2007
December 31, 2007
% change
 
 
 
 
Vodacom Tanzania
 
 
 
Customers (thousands)
3,678
3,945
7.3
Contract
13
15
15.4
Prepaid
3,654
3,921
7.3
Public phones
11
9
(18.2)
ARPU (ZAR)
48
50
4.2
Churn (%)
46.8
46.0
(0.8 pts)
 
 
 
 
Vodacom Congo
 
 
 
Customers (thousands)
3,178
3,269
2.9
Contract
20
21
5.0
Prepaid
3,102
3,183
2.6
Public phones
56
65
16.1
ARPU (ZAR)
64
59
(7.8)
Churn (%)
43.3
46.1
2.8 pts
 
 
 
 
Vodacom Lesotho
 
 
 
Customers (thousands)
332
365
9.9
Contract
4
4
-
Prepaid
323
355
9.9
Public phones
5
6
20.0
ARPU (ZAR)
72
74
2.8
Churn (%)
17.9
18.1
0.2 pts
 
 
 
 
Vodacom Mozambique
 
 
 
Customers (thousands)
1,079
1,207
11.9
Contract
18
22
22.2
Prepaid
1,060
1,174
10.8
Public phones
1
11
>200
ARPU (ZAR)
27
27
-
Churn (%)
57.3
59.6
2.3 pts

Ends
 
Issued by: Dot Field
On behalf of: Alan Knott-Craig
Chief Communications Officer
Chief Executive Officer
Vodacom Group (Pty) Ltd
Vodacom Group (Pty) Ltd
Tel: 011 - 653 5440
 
Cell: 0829900174
 
E-mail: dot.field@vodacom.co.za
 


EX-99.4 5 ex99-4.htm ANNOUNCEMENT, DATED JANUARY 30, 2008 ex99-4.htm
 
Exhibit 99.4

 
Telkom SA Limited
(Registration Number 1991/005476/06)
ISIN ZAE000044897
JSE and NYSE Share Code TKG
("Telkom" or "the Company")

Change in directorate
 
In accordance with paragraph 3.59 of the JSE Listings Requirements shareholders are advised that Mr Tshepo Mahloele, the Class B shareholder representative, has resigned from the Board of Telkom with immediate effect. The Board thanks Mr Mahloele for his contribution during his tenure as a director of Telkom.
 
In terms of the company's articles of association, the Class B shareholder has replaced Mr Mahloele as a director of Telkom by nominating Mr Brian Molefe to the Board of Telkom with immediate effect.
 
30 January 2008
Pretoria
Sponsor: UBS South Africa
 

 
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