-----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, AGtqTGXxPLCmEDV/Fl+bD4TUc+xzwR6YivNjhkC+E2L8eFKCtGj728Qeperb4zF+ exnzvDHJ0gMIIAvI9NQAxA== 0001116679-08-001447.txt : 20080606 0001116679-08-001447.hdr.sgml : 20080606 20080606143057 ACCESSION NUMBER: 0001116679-08-001447 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20080630 FILED AS OF DATE: 20080606 DATE AS OF CHANGE: 20080606 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: 08885303 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-060608.htm FOR THE MONTH OF: JUNE 2008 tel6k-060608.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:  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.




Exhibit Description 
   
99.1
Announcement, dated April 9, 2008, issued by Telkom SA Limited (“Telkom”), providing information regarding the speculation in the press concerning Oger Telecoms.  
   
99.2
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.
   
99.3
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.
   
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.
   
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.  
   
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.
   
99.7 
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.
 



 

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:  June 6, 2008
 
 
                  


EX-99.1 2 ex99-1.htm ANNOUNCEMENT, DATED APRIL 9, 2008, ISSUED BY TELKOM SA LIMITED ("TELKOM") ex99-1.htm
 
EXHIBIT 99.1
Telkom SA Limited
(Registration Number 1991/005476/06)
ISIN ZAE000044897
JSE and NYSE Share Code TKG
("Telkom" or "the Company")

Oger Telecoms

 
In order to provide clarity in regard to speculation in the press concerning Oger Telecoms, Telkom confirms the following:


 
·  
Oger Telecoms has submitted two non binding letters expressing an interest in acquiring Telkom. Both letters clearly state that they have been submitted on a confidential basis, are not binding and should not be construed as a firm intention to make an offer as described in Rule 2.3 of The Securities Regulation Code on Takeovers and Mergers ("Code");

 
·  
The interest expressed by Oger Telecoms did not embody an offer which could be put before shareholders and, as previously announced, was evaluated by the Board which decided it would not be in the best interests of Telkom shareholders at the time;

 
·  
To date, Telkom has not received any further expressions of interest as speculated in the press or any offer which it is required to place before its shareholders.

 
·  
If any firm offer is received which is capable of being implemented, Telkom, will as required in terms of the Code, place such offer before shareholders.
 

 
9 April 2008
Pretoria
Sponsor: UBS South Africa
 


 
Special note regarding forward-looking statements
 

Many of the statements included in this announcement constitute or are based on forward looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, specifically Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, including, among others, statements regarding our future financial position and plans, strategies, objectives, capital expenditures, projected costs and anticipated cost savings and financing plans, as well as projected levels of growth in the communications market, are forward looking statements. Forward looking statements can generally be identified by the use of terminology such as "may", "will", "should", "expect", "envisage", "intend", "plan", "project", "estimate", "anticipate", "believe", "hope", "can", "is designed to" or similar phrases, although the absence of such words does not necessarily mean that a statement is not forward looking. These forward looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause our actual results and outcomes to be materially different from historical results or from any future results expressed or implied by such forward looking statements. We caution you not to place undue reliance on these forward looking statements. All written and oral forward looking statements attributable to us, or persons acting on our behalf, are qualified in their entirety by these cautionary statements. Moreover, unless we are required by law to update these statements, we will not necessarily update any of these statements after the date of our most recent annual report on Form 20-F filed with the US Securities and Exchange Commission (SEC), either to conform them to actual results or to changes in our expectations. Telkom SA Limited filed an annual report on Form 20-F with the US SEC, for the year ended March 31, 2007 on July, 17, 2007. This annual report includes a detailed description of risk factors that may affect its business. For further information you should refer to the Form 20-F and other filings with the US SEC, which are available on Telkom's investor relations website at www.telkom.co.za/ir.
 
 
 

EX-99.2 3 ex99-2.htm ANNOUNCEMENT, DATED APRIL 24, 2008, ISSUED BY TELKOM ex99-2.htm
 
EXHIBIT 99.2
Telkom SA Limited
(Registration Number 1991/005476/06)
ISIN ZAE000044897
JSE and NYSE Share Code TKG
("Telkom" or "the Company")

Appointment of Chief of Strategy

 
Shareholders are advised that Telkom's Chief Executive Officer, Mr Reuben September, announced today the appointment of Mr Naas Fourie in the position of Chief of Strategy and member of the Telkom Executive Committee.
 

Pretoria
24 April 2008
Sponsor - UBS
 
 
 

EX-99.3 4 ex99-3.htm ANNOUNCEMENT, DATED APRIL 24, 2008, ISSUED BY TELKOM 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")

Appointment of alternate director

 
In accordance with paragraph 3.59 of the JSE Listings Requirements shareholders are advised that the B class shareholder, in compliance with the company's articles of association, has nominated Mr Brian Molefe to act as an alternate to Mr AG Rhoda with effect from 22 April 2008.
 


 
24 April 2008
Pretoria
Sponsor: UBS South Africa
 
 
 

 

EX-99.4 5 ex99-4.htm STATEMENT, DATED APRIL 25, 2008, ISSUED BY VODACOM GROUP (PROPRIETARY) LIMITED ("VODACOM") 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")

Statement by Vodacom

 
Shareholders are referred to the following statement issued today by Vodacom Group (Pty) Limited ("Vodacom"), a joint venture where Telkom holds a 50% interest.


 
Updated terms of Vodacom's proposed broad-based BEE transaction


 
Alan Knott-Craig, CEO of Vodacom Group, today announced the preferred strategic partners for the Vodacom South Africa BEE transaction. Based on the comprehensive partner selection process undertaken, Vodacom has selected Royal Bafokeng Holdings and Thebe Investment Corporation ("Thebe") as the two preferred strategic partners to participate in this broad-based BEE transaction.


 
Royal Bafokeng Holdings is the primary investment vehicle of the Royal Bafokeng Nation, a 300 000 strong broad-based black community situated in the North West Province. Royal Bafokeng Holdings is responsible for the management and development of the commercial assets of the Royal Bafokeng Nation, for the sustainable benefit of the community.


 
Thebe is one of the pioneers of broad-based BEE in South Africa. Its main shareholder the Batho Batho Trust is a community based organisation established to promote the social and economic development of black people and women. Thebe aims to develop and invest in businesses for the long-term benefit of the community, fulfilling social objectives using economic means.


 
The BEE transaction will comprise the following three participant groupings:
 

·  
all Vodacom South African staff - 25%;
·  
broad-based black South African public and Vodacom black business partners - 30% ; and


·  
broad-based strategic partners - 45%.
 
It is anticipated that an announcement regarding the terms of the BEE transaction and the offer to the black public and business partners will be made at the end of June 2008, with the black public offer opening shortly thereafter.


 
Further information on the BEE transaction will be provided subsequent to the terms announcement by Vodacom.
 


 
Pretoria
25 April 2008
Sponsor: UBS
 
 
 

 

EX-99.5 6 ex99-5.htm STATEMENT, DATED APRIL 26, 2008, ISSUED BY VODACOM ex99-5.htm
 
EXHIBIT 99.5
Telkom SA Limited
(Registration Number 1991/005476/06)
ISIN ZAE000044897
JSE and NYSE Share Code TKG
("Telkom" or "the Company")

Vodacom Group Reaches 34 Million Customers

 
The Vodacom Group announced today that it has increased its total customers by 12.7% to 34.0 million.


 
Alan Knott-Craig, chief executive officer of the Vodacom Group, released key financial highlights for the year to 31 March 2008. "Our 50% shareholder Vodafone will be reporting financial results for the same period today. As this presentation will include strategic financial information about the Vodacom Group, we have repeated this information in our own press release to ensure clarity," Knott-Craig said.


 
Highlights in the Vodacom Group's financial results for the year ended 31 March 2008 include:
 
·  
Total customers increased by 12.7% to 34.0 million;
·  
Revenue increased by 17.1% to R48.2 billion;


·  
Profit from operations increased by 15.0% to R12.5 billion;

·  
EBITDA increased by 15.7% to R16.5 billion;
·  
Cash generated from operations increased by 17.8% to R16.3 billion.
 

 
"A detailed analysis of the Vodacom Group's operations and indicators for each of the five countries in which we do business will be released at our annual results presentation at 09h30 on Monday 9 June 2008 at Vodaworld, Midrand, Johannesburg," Knott-Craig said.
 

 
 


Ends
Issued by:
 
Dot Field
Chief Communications Officer
Vodacom Group (Pty) Ltd
Tel: 011 - - 653 5440
Fax: 011 - - 653 5405
Cell: 0829900174
 
 
 

 

EX-99.6 7 ex99-6.htm CAUTIONARY ANNOUNCEMENT, DATED JUNE 2, 2008, ISSUED BY TELKOM ex99-6.htm
 
EXHIBIT 99.6
Telkom SA Limited
(Registration Number 1991/005476/06)
ISIN ZAE000044897
JSE and NYSE Share Code TKG
("Telkom" or "the Company")

Cautionary Announcement

 
Telkom shareholders are informed that on Friday, 30 May 2008, Telkom received a non-binding proposal from a wholly-owned subsidiary of Vodafone Group Plc ("Vodafone") to acquire a portion of Telkom's stake in Vodacom Group (Proprietary) Limited ("Vodacom") subject to, inter alia, the Company unbundling its remaining stake in Vodacom to Telkom shareholders.


 
Telkom confirms that, on Friday, 30 May 2008, it received 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 states that the Consortium is considering making an offer for the entire issued share capital of Telkom. The letter makes it clear that the offer will only be made if a number of pre-conditions are met including, inter alia, confirmation by the Telkom Board that it will unbundle Telkom's entire 50% stake in Vodacom as part of the offer.


 
The discussions with Vodafone commenced on Wednesday, 14 May 2008 and are independent from the approach from the Consortium.


 
The Board of Telkom, in accordance with its fiduciary duties, will evaluate all bona fide offers with a view to maximising shareholder value. No transaction will be entered into without requisite shareholder approvals.


 
Telkom will advise shareholders of further developments in this regard in due course.


 
Accordingly, shareholders are advised to exercise caution when dealing in the Company's securities until a further announcement is made.


 
2 June, 2008
Pretoria
Transaction Sponsor: J.P. Morgan Equities
 
 
 

EX-99.7 8 ex99-7.htm CAUTIONARY ANNOUNCEMENT, DATED JUNE 4, 2008, ISSUED BY TELKOM ex99-7.htm

 

EXHIBIT 99.7
 
 
 
Telkom SA Limited
(Registration Number 1991/005476/06)
ISIN ZAE000044897
JSE and NYSE Share Code TKG
("Telkom" or "the Company")
 
 
 
Telkom SA Limited (TKG) Resignation of Director
 
In compliance with paragraph 3.59(b) of the Listings Requirements of the JSE Limited, the Board of Telkom hereby advises that Mr Mark Lamberti has resigned as an independent non executive director of Telkom with effect from 3 June 2008.
 
The Board thanks Mr Lamberti for his commitment and valuable contribution to Telkom, given ex gratia over the past year and wishes him well in his future endeavours.
 
Pretoria
4 June 2008
 
Sponsor
UBS Securities South Africa (Pty) Limited
 


GRAPHIC 9 image001.gif begin 644 image001.gif M1TE&.#EAA@&U`/0?````4O?X^Y:6R0B$"$A(2```>M#0_^WM[W!P<'U]_Y&1 MMBPL+```9N#@[3\__X+!@D%!FKN[NP("_\S,S=W=WL'@P8J*D@4%!8>'B*JJ MJIF9F0``04%!>,/#[?_______R'_"TU33T9&24-%.2XP&`````QM)!($NCY&@$Z!&"`>B=Q&D(Q%W%!0?$YN/FPBM'[0BCJ"=(A-W MN,:_QSJ'$1BDQG>J(KT'N1H+MZP'%-/3'[:.W22BM];)P>:JW([;MN#$MA/: MWZ4HD(2@!)+/C+01@R8TTW#A%H(%"^RMN("AX8=GAT@U$C$QEH@,I/;LF47@ MX(<+=:0LJ"-+X8J)(1/__O!CP9)%$2,C.6Q$8:1$`C5#?CP8T\@/*3\B]**T MHUD=1HU2(O7CC.A2#):40D5P@8`E$36A9@!XL$C,K1H(0U3SQK+X M$C"*B9H^4'+85%)B4JYF.AH)JB&D#XOS.EP4UL(BE)$V,5OP8Q/F39N9-*H\ MF$GFW*J9/)2"D7*C2'5>:F#KC$G#/T8:ZJZ$0)OE7S+I(HCH3\2BA\+/4NIX MG<1WO<+''QXFRPG4'Q>..9G`^E>0A!C+G\!\:X%`#!-0LMU+`>+2G&:.O.%? M_T,%4E#?:A]MI0\H&@A5$@Y[401*09K]YP]OSOG6GX>+['7(&<=]@%&`A*A" MRC,L]D9&=*(EPI9^E767&E[?.73`>+01<%YY%Q0Y"%M%2K3>+T82\.,J%DCQ M$&T+I&;103_HYP.%"!'G7Y"(E,335E2.5ALF42"$1HF^G=%E=U!=Q8QP&KHY M$GC^U+1&;W9*`>%>8UFE"I5W\%0A*9!8E0&:#`9IR'28W%D>0$8R8N1TWNEE M)`(!9,8((%J&*NJHI`*68ZFHIJKJJJRVV@(%<+@JZZRTUFKKK;BB.M814J#C MDV5K7#AJ$F4LLX,9KWD0LPO#HX0CCS!^,,9OL&(LJ]UHPX2"Q.O@---PGB= M(W$QCUHTL,"BR`8,LQTE!!`&:&4#%2$X20K0FM5%LD`1('69$#4U(^4124`U M$A$B%ZRIF4X@D2=TNX&\]%-"2F'&"B5CN:;6`F)C0E4$5=!9JEQL41!V64F' M=-Y455WUVH&+V"1%U2)!A;66#+5$%U3+D5V0V8,$`U)5Y#GMF3]=QWT0PR=- M:!%T`R*JY`C?E4@<*6SFY1W_;I/YT]K=X#P#NG>GI;:(1;3%6HK6&WY$NM<' M8;!)&4=.-U$C9H-,*B149<%[Z?6)CNMUP?[C*4RY/-:HOV^RN4\ M:_QX([\A;T1LS*+AW^5H9&Y?=YFJ)L40P2G/H7\S^L<8O9AE`'_G#4KOI`88 M45O6VE.[^2DL-16J@P7NTT1JT!._NZVF?Y+Y M7P"K5Z]N"$@Z_GC@]I3$/=,HR8!>2V"S+F,5*;C,4<89'^`#*0@ M!RD"#0CO.H8DI"(7R510XJ5OTW2 M&4)I#"YH4ASL8M;VN@66]LE M[B1#B55B]!6PE$\0U"D=AQ1]J0Y_^WB``!4BP M@A?,X`87X*D&UL)?>D$1M#PCJ!&N`8(=S.$&0SC#LQVN9BX"E0DLL`Z*=:0' M5LSB%KOXQ2NFY(8[3.,'OZ`##G!``F[K`@$D(`$?ON=SA3"2[JXE4:>8KR`] MD`$(./G)4(YRE(,,R1G7F,-43H$`),!E"3@@`#1P0)CC.B$]T" M.SOZT9"&_W2.)YWC'UOZQWON@*/I7.@8''K1"N8TJ8YA5;+^PA6$.*2506WC M1ML9SYG.LX\O36LQOYK2DXYTI#O@21C[^MQ+>F!B'4&YG^TJ4M0V MF*@)`\[>/>Q0"S(!E0;SORM>`('K:A^Q(*@6E!`N/=\-_<:+J5*4, MM(D6Q3DN[X6F$JL%[T0J40#P-WN\5*CE!R@(BQ$GH%6`*4=TS?]+%5L5]/S- M2R_H2!H28)YJ!@-^V$X*GE[CGZ_--)+`A7O@>'24"]O'UF@MB;T MD_G,A^WUX6$]YJU`"'6:*+RDRWGMN>)ZC0'O3UEFJ23:)40_B/H!P7>X[JMJ M.@K\#G55>2``F,^\YC?/^0#$6`2.GW-)#U++/<"BIT(=VM8Y#GE">D`!:K>\ M!RB+>P2AA[-*URR#W#>X]8.D_)4)7PIOLW[@OF>T@9._8."7Y_*=C_[F MQ_WZV*?*`Q`X/NXY3NS^,E_!SK_.`2K^<^$/WO+9)S_RN4]\>_[Z_2XNP?<3 M''[+C)_NU(?]L-L?!^QK'_3L-U(>T`'_`E"`!GB`"(B`M]=L_S`ZD=P(_@!U;=_Z->`\Y=@47<`#_"" M-O```S"#`Z!Q,Q``&FAO%%AQ("A_#2@J#PAJ$6A]J.)_)=AX`=@"%4"#,T@# M,LB$#T`#2TB#44@K1LAJ/%.O!VRX$5_S_0=F,`3"@'B(=(B8G(`GV8AWJH@U-(A3RGAVXXAWT(BK(B MBG)&BDBXA:%BB(B&B*JH`XS%6&+7/!)Q`%&26<88<+;XC"K`B0.@@RE0AU4X M`WUH@ZZ2C5>&C"M8?S)@<*F45./%C-HH`EXX@3L0C0`B2WIG-N!U2.AX95ZW M@MVW`D^X@3=`C#3@`4R(D.=(B\<8@LEHBCB@5=HP$F&2#1VQ5Z%0<0J0?Y4X M!9;E:0XYCZ5XBX!T``Q9C".9CA"YCA!I`T6G#1GY#"+Q1^2`BA\Y*O_8==MH MCQFUDQVFCC]X`\T4!IH10)\%"1ME`O+X9AU)CQ*H1*] MT%44H74NT%=]!%_[T0NMY8HV.958V))#R0PRH)8U]I0FF(H^Z991&8@V2)<< M%I!)F$E10)--('88D.&R.68]W:0/F5V,0L)LJF)DJT"5G.3Z@4BWFLY0U MHV3)-1);9`3].`6Y0`IWY29.8IK$>0*QR6#_VSF)./"6<=EY`\>8-%9^D!F> MDLEQY:EPV;F@=JET<$$004!ZW34HX*@?8Z$*`C4,:O%0&T54`;I@`UJ+.#!_ M$;J1WLF6W(B;$&J>5(F>Y80EN74$,=:=A1)ZI@04J2-L"B8TJ(X+FD-U"GNIFF-8JE5]JG?,H`_$=/;9I@;^IS M0QH#E#IJ0_TJ:I_1XJ0Z&F0Q`I;0ZI;4ZJ[:JI=8T@!QGCI;JI3X( MIHA:JJBQJ(]II8_JJ%(:J5`YHWH*I:H:K0DFK`&+J[>:JX"ZJ1W0J[,(K%I(FS<(KL9:?8Y:K>0Z MI==ZKI1JL`0*>K.:L"-KJPK;L.44KZPVKQ*+>_?:K@R0KRRPK\7ZHHSZIR3+ ML3E`L$$)LBHJL@R[L`K+L.\J22H+:BS[E?:ZL=3:M!UWJ#!`L^'J8/XJM/\D MV[&MBJZOJH(CV[5>^[5=6[21=+2+EK2'Z8,OZZ@RNP)2>[$*8+5!2[0[.ZGI M:)YI^Z@!F;,G&[1B"TEDBVAF^X%+>[=5NK9.9[$V>ZPGN[>,B[)WFK4?FZXA MB[!@6[E?V[>/]+=R%KB!V)*$ZZ>&NWIBJJB?JZJHZK4F:[FSBK7.NK6E:Z5Y MJ[JRB[DJ]K#:&K%**W^RJ[JARW.("VH,4+6I&[M^ZO7^[0N"[Y@"[V,I+EO MQK*JVKFZB[Y>F[TFT+;*>[_?*[^KN[.06[<2JK?_"=N\^KN_*2N]*XN[,)NL M0MFXQ$NK]!NL6&BDY9N_^FN\H_NJ#)S!LRK``ZR^B\2^5^:^RWN_H>JY`[S! M4/L"]@O`#$O!\FO!$?R_):O!#,O!%>RP$$L"_G>]UGO",9O"+F"_"?ROWIM_ M/@S#VRO#J0N^-OS".'R[.@P!1*RW)1R_)_S`$YO$H0"P,\RX19RD1\R_XXN\ M7=O`<=O$Z.O!B@3"-3:O9?S&7,P`/7S%0*ROX`JV)KO$(^O":2S&QRO%/HS& MX*O&KF?`2#N+4VS&4CK'`XS%ODF9CQ''J'NR?#S(?LS#N^G#/WR^85S`.2S# MBPO'7LO(^NO()0G)6SS`_U_\F)W\N,BJQ9:JR8+LO(0W\SL_LN.,T@.][R%'LP]O, MQ'4\LZ_LJJ@QS$8,S^[,SL],SGE,P[.:S!P@R\@WT`XMT.U< MS\[;S4.LP.`\P*A*T`\MS5@+Q\<\ILV\TNW,TB[=TO*,3?0,Q:"L MOQB]NXX9IQO]IY4JS.$"]9"OL M#0`!^=B#W=1JO=*2C2L>,`$[_:B7C;[6>]JGG=,:=L*A.MKH^]>/3=C(+=;F M^K:'K7`+/;)V+Z54NMO@F]FZZ]M-W<[`30,!T-RI M'-WN_-')?=RQG=:&?=&[R=*M/=#3;=WX3=VU?2LSK=W_)$VK\ZK4O-V2:PW8 MLMW9*XK>_ZS>\,S>^9W?\:W-E;G0XOW4]_W@$)[=>NVG&\X`%LW@SPS>S6;= MC;W8C@W-Y7V#"N[3(#ZK#H[AU1WA^LL!$P[;-O[>@'WA,![CFSH!DZRZ)AO@ MT+W9T:R.:\W6:JW5\AW)%=[4+_[>[0W?J:W@'D#A)U[=)7[B.K[CD+W?MD+/ M/BSD+[8>>[H/=[GL^C>FD[8 M9$[@A.[8:8ZH:Q[ED/W>C<[E_R/=Y"^-Z";(`9].Z>O\ZG!.3F!^PMMJY5"> MZX\MZ(HMZZ$>M3[,Z@?PX),.ZODGZX^.OJQ>Y;+NVK&.[)<>YIFNZXK.ZP'0 M[+^NPJ,NZ=5]ZCN>ZG\>[LV\[*XNZY6.ZAINZRA7[I]N[=CNV4XG[N(N[+Y^ M[*^.M8J^Z=!,[LU^[M\>[>H>Q;+N[O6>X'-NI`7_F-`>YU>>[RS-[^;^[/>> M[@-\ZP/OZ:^>[4'\ZF2.\!EO[Y].U"SP>HN=Y2;OV!#_ZOX.XQ\6`+;P\C`? M\S(_\S1?\S9_\SAO"_QWV_5]UQ;_Z@3_\2LZYN/N\9_N[2S/O\V>\H2^`0&Y M`0``]?]2'_54/_56O^?@4"'YL/5'_9B#T!B7_9=KUY%W0%$/ZL_ MW^X8?_3POG4#;_2$CO08+O(K0/)S7^<1;^94G]90#_B.'?A_C_4-`)@P,%XQ M,`'7VIXP<-NJWM1M3^A!#_=#_^D=_Q@)_WI7W_E53_7XOO?TR.Y-_]J>?_I5 M[^6U,H!VSNG'/?EZ7OEU'_<\I^^;CO)TK^@ MA_K(C_7S/`&ECN7-O]*P_^;NGOR>K_'Z*OJHL?D*0/V?#_7!GP+#W^X3SOV= M__0;(/7G'_7I?_[HC_ZJ;X4^3MV37NS1S^4$W_N"G_]_;_W_,XO]PR[T(/!Y MR@:4IYFB*/6Y+QS+\`C8-Y[K7/!ZG*T4O`E30X#"\PJ<5DW5<].8N3"7Q41S M/4PNE\ED<"^8LHLB1AS$F@_B0B?P#_!_C$>'S@T#(4X/#=`A MHPV'$DR`RN0*)1(D()QD(R//RX%EI6B2RXAHZ&1+YE\-9V>B",?IK(H`)E/3 M1I3NKE09P0&"%84P@88&@?`Q'+#P!?&P\$>='YP&!AL&`L77P@>6-]8JH,>$ M*R-LZ>)YSF,,$RKM!NDXU28[CJ<+J%%_T?^E4B1TF2#(JV`N`*KJS6B%+Q^L M'_+BV5K"ZR+&C!>GE`G#[0,&#`0B_T3@LV#!&S@>+X"TTA+/G4P(A+VY4/+# M2#X$&,(I]S!'NEA#)J)P%XEH*'H\(_V\H6]:O'CT3"&L>O#JAH5+?2AHZC2B MK(18Q'V[9N`M'BI<^%.GCU]1M,PEW@Q$,TJ'KM>;=T@ MY:V6'V*^CA8A9]`:/Y_0:KB&]*)@,9)'>U'IZ]CR9S.O;_]^*>=>H:=/0?U# M?&.)]QXFE?^9)@IFWXUE57CRQ4;?4J;T5P)J8>7BWEBM`>B@@Q#B]R&(JR"V M7R"R>$?6?Z^U=V$NV2TE"4!'^.,(+)EA>*,N#7*8D7E;4;4@D+I4N"-L\!$) MFX>3I:GY98??8GHUUN2AJDA_)49IJ-IKDFI)%2^FJ(YI"RFBRSY8XFZY1C06NEIMIR"JFOQV[[;;>5TGNDL58B M"ZEH'OC[+\`!"^PO,GP@T!8?&'AP3,%\($R`POX28,'`%5M\,,`^FO/EG;RL MBZ^TD%([#J\0/^,>`1]5PXX`?Z6Q$8&B!^N\`4>A'2`-L6/%'C@.?W-4N9= MUYFIYZF/5K*#)^>:\MDKAQ[EM(_"W+J_"9A_?@*OHW]^`[KS[B]-$8_T/N06 M(,['%_[V77Q($W=1>1@6UCOG>0!ZI]+$3VRI$MWV2-<]TWU/':UZ MF9[Z)3,/),`!"0C`W=HPDC8L@`*ZFU\$1%B'OWG``@C0'_&,M[?%'6!^CJ,< M`0VX->DI`E[5*]OU*C@-D6W+`J5CCMJ^ACHQ%0TRXRO%!J,HQ2E2$6`(B(`+ M!Z8Q'H*/>@PDHO\#P?4)2%%,@FE"6[/NI<0NZ@F#:=)@%>,HQSCF#AM:C-[F M%!BM+WZN3V,;XZB2R"$TBLB(0I0(&%7W-BC.L9&.G.,6\]A#+QXED4'\XSX2 M*4@'$3(3F\S>$JW41$4^402//"4J-QC)!$YR@97LXXN$:*/4M?"(YS(D)F-Q M0?%E,&:I_"4P^=0L!*:)B8@SWY:(](933;&;V72T3J:91N*V4PLXG* M5193C^Q"9@25*4M-XE),G21'.<5H07'Q\HV^U"8\X\A-,6E-EY1THO5`E\M9 MBNF9GXS-.'JWB/*UDS.R!DT@C6\4R8]/,'4TEG?4R#$F6)M.9TK2F-;6`37.JTZ4) M;:<^I6D&6O#1H48QI$>J)S7W^,I\\H1A%G@J5*,JU:DR[!A3O2I6JXK5K4:5 M8?4&'1_%7#%\*3(0,5FC;R*HR]ZK6O MPKBH0UWHU\'R51@6`"Q&"TO8P38TIDN)"7,@"].`EB$"E#479LE7L0,\H`(5 ML]GD`#($KGN]Z MM[^DH9@D`V0A%2.LY#==%R0@+F]*LOO=9'"!RDXF@TX0,(/F/EG*VSV`=%/" MI##4>6YY(C#2(/@QB_%0[QARE\XI(@CL0A1MK.&NR" M";,8:2B9B4CJH.8/=<&B.S'S6SI=0FL\(R2$8$XPMCYU20F&HQE1H'. M?C9B_BI>#1?G-!_W+G%!EN'"3O)"1^_NP(8)\P>^+-YL6QD.V*ZN>!\FZAAP MF0S@=JN3Z;`D-A/&UQ##!B",@>MW\QH9*D%)FU/XYDH/[;+CD(-9XVR,-!-- MRSHKP]#\@(PZ`%P;WUAU#&;B`H(+7`L'J$NPB:KQ@#'GPQL^]4P0D.&W5!<. M'L<"BU5,M1;_@=3`N[#(P5%#,7]("R;,M[LO]X==S]O6=:XS%5KMJQC3"T8&%$6!K MU5CH>7_QM&FLM^QI.$W9VB^EH4S`Z4CS>I:QKH<%F"7S)-?LW(<&N*X M+.#N7O$"%ICY,_C`#0\D+AGU388<0JN_Q#6=:/`W^F'!)0-+](_.`0*P*1ZJ M><0:B)P!WD'%$5QY90+D/6#7Z8PWX%WY9:`&+LLI@1CAB,3?C-!3V43O+(P5 MU%$!Y8P'L,&A$4#^(=G^0-LUV,3^N,``@N!;#$<;1`#6>1U(;,$?$(=-/)\/ MVIJNM0'3.9T=X,1)^-L&/B$4-LLC&<,'4B'*6921&<]T\0SQ!-#\,1L%'`,6 MP!"A]0^9#=E'V%T4KB$;MJ&2G5(8](%)P)6T,8_XX=?0_(_C$$T+RD$?D"'_ M`,T=!H_":`#_M83PN:$B+B(C*DDPS4_9;1`&T`7F-*(E7B(FG@
-----END PRIVACY-ENHANCED MESSAGE-----