-----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, PEOfCqKT6jrWngPR/Pv0MEpjY29XXLYXQU5p9YMclCsoQ5zWgGN2t+0hVw3xVn+t AoHL0WIQmW7a+Yp6rLwwZQ== 0001362310-09-005933.txt : 20090428 0001362310-09-005933.hdr.sgml : 20090428 20090428104640 ACCESSION NUMBER: 0001362310-09-005933 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090401 FILED AS OF DATE: 20090428 DATE AS OF CHANGE: 20090428 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: 09774459 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 c84130e6vk.htm FORM 6-K Form 6-K
 
 
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: April 2009
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 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 31, 2009, Telkom SA Limited (“Telkom”) issued an announcement regarding the amendment to its conditional share plan. A copy of the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On April 1, 2009, Telkom issued an announcement advising its shareholders that Adv Matlakala Monyai was standing down as acting company secretary of Telkom with effect from March 31, 2009 and that Ms Mmathoto Lephadi had been appointed as company secretary from April 1, 2009. A copy of the announcement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
On April 17, 2009, Telkom issued an announcement regarding the revised salient dates and times in connection with the 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 conversion of Vodacom to a public company and the subsequent listing of Vodacom on the main board of the JSE Limited and 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. 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.

 

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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 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, 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 Vodacom’s and Telkom’s net interconnect margins; Telkom’s and Vodacom’s 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 Vodacom’s directors and the consensus approval rights at Vodacom that may limit our flexibility and ability to implement our preferred strategies if the unbundling does not occur; Vodacom’s 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 Telkom’s 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; 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 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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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.
Telkom shareholders who are “U.S. persons” or have 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 (“ineligible 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 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 charges) will be distributed to such US shareholders and other ineligible shareholders, in proportion to 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 shareholders as described above, and distribute the cash proceeds therefrom (net of applicable fees, expenses, taxes and 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, ineligible shareholders and Telkom ADS holders will receive from the disposal of such Vodacom shares or the timing or foreign exchange rate conversion of such amounts.

 

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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.
         
  TELKOM SA LIMITED
 
 
  By:   /s/ Peter Nelson    
    Name:   Peter Nelson   
    Title:   Chief Financial Officer   
Date: April 28, 2009

 

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Exhibit   Description
       
 
  99.1    
Announcement, dated March 31, 2009, issued by Telkom SA Limited (“Telkom”), regarding the amendment to its conditional share plan.
       
 
  99.2    
Announcement, dated April 1, 2009, issued by Telkom, advising its shareholders that Adv Matlakala Monyai was standing down as acting company secretary of Telkom with effect from March 31, 2009 and that Ms Mmathoto Lephadi had been appointed as company secretary from April 1, 2009.
       
 
  99.3    
Announcement, dated April 17, 2009, issued by Telkom, regarding the revised salient dates and times in connection with the 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 conversion of Vodacom to a public company and the subsequent listing of Vodacom on the main board of the JSE Limited and 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.

 

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EX-99.1 2 c84130exv99w1.htm EXHIBIT 99.1 Exhibit 99.1
EXHIBIT 99.1
Telkom SA Limited
(Registration Number 1991/005476/06)
ISIN ZAE000044897
JSE and NYSE Share Code TKG
(“Telkom” or “the Company”)
Telkom SA Limited (TKG) Conditional Share Plan (“TCSP”)
Shareholders are referred to the resolution approved by shareholders at the general meeting of the Company on 26 March 2009 relating to the amendment to the Telkom Conditional Share Plan (see the SENS announcement of the same date). The effect of this resolution was that, in the light of the Vodacom sale and unbundling, shares due to employees in June 2009 and June 2010 would vest prior to the sale and unbundling.
The Company announces that six senior executives have agreed that the total of the early vesting benefits relating to their June 2010 shares will be realised and utilised in purchasing Telkom shares on the JSE. These shares will then be warehoused and will vest in June 2010.
Through this agreement the interests of these executives are fully aligned with Telkom shareholders, at no additional cost to the Company.
The executive directors are:
  The Chief Executive Officer — Mr Reuben September.
  The Chief Financial Officer — Mr Peter Nelson.
The four senior executives are:
  The Chief of Corporate Governance — Advocate Ouma Rasethaba
  The Chief of Human Resources — Ms Charlotte Mokoena
  The Chief of Strategy — Mr Naas Fourie
  The Chief of Global Operations and Subsidiaries — Mr Thami Msimango
PRETORIA
2009.03.31
Sponsor to Telkom SA Limited
JP Morgan Chase Bank, N.A. (Johannesburg Branch)

 

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EX-99.2 3 c84130exv99w2.htm EXHIBIT 99.2 Exhibit 99.2
EXHIBIT 99.2
Telkom SA Limited
Incorporated in the Republic of South Africa
(Registration Number 1991/005476/06)
ISIN ZAE000044897
JSE and NYSE Share Code TKG
(“Telkom” or “the Company”)
Telkom SA Limited (TKG) — Change in Company Secretary
In compliance with paragraphs 3.59(a) and 3.59(b) of the Listings Requirements of the JSE Limited, shareholders are advised that Adv Matlakala Monyai is standing down as acting company secretary of Telkom with effect from 31 March 2009. Ms Mmathoto Lephadi has been appointed as company secretary from 1 April 2009
Pretoria
01 April 2009
Sponsor
UBS Securities South Africa (Pty) Limited

 

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EX-99.3 4 c84130exv99w3.htm EXHIBIT 99.3 Exhibit 99.3
EXHIBIT 99.3
Telkom SA Limited
(Incorporated in the Republic of South Africa)
(Registration number 1991/005476/06)
(JSE and NYSE share code: TKG)
(ISIN: ZAE000044897)
(“Telkom”)
REVISED SALIENT DATES AND TIMES ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to results of the general meeting announcement dated 26 March 2009, the salient dates and times announcement dated 3 March 2009 and the circular to shareholders dated 2 March 2009 (“Circular”), regarding the following inter-conditional transactions:
  1.  
The sale by Telkom of a 15% stake in Vodacom Group (Proprietary) Limited (“Vodacom”) for a cash consideration of ZAR 22.5 billion less (i) the attributable net debt of Vodacom as at 30 September 2008 and (ii) 15% of any dividends, and any STC levied thereon, declared or paid by Vodacom post signature of the Transaction Agreements and prior to the implementation of the sale (“the Sale Transaction”);
  2.  
The distribution by way of a special dividend to Telkom shareholders of 50% of the after-tax proceeds from the Sale Transaction, net of any STC levied thereon (“the Special Dividend”);

 

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  3.  
The conversion of Vodacom to a public company and the subsequent listing of Vodacom on the main board of the JSE Limited (“the Listing”); and
  4.  
The distribution of Telkom’s remaining 35% stake in Vodacom to Telkom shareholders in proportion to their shareholdings in Telkom, by way of an unbundling in terms of section 90 of the Companies Act 61 of 1973, as amended (“Companies Act”) and section 46 of the Income Tax Act 58 of 1962, as amended (“the Unbundling”),
collectively, “the Transaction”.
As set out in aforementioned announcements and the Circular, the implementation of the Transaction was subject to the fulfilment, or where applicable, waiver, of certain conditions precedent.
Shareholders are advised that the outstanding conditions precedent to the Transaction have now been fulfilled or waived and that the Transaction is unconditional. Due to a delay in fulfilment of certain conditions, the Transaction will be implemented in accordance with the revised timetable set out in paragraph 2 below.

 

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2. REVISED SALIENT DATES AND TIMES
The revised salient dates and times in respect of the implementation of the Transaction are set out in the table below:
     
The Unbundling    
Finalisation date, by 12:00
  Friday, 8 May 2009
Last day to trade in Telkom shares on the JSE to participate in the Unbundling
  Friday, 15 May 2009
Telkom Depositary Receipt program closed for issuances and cancellations to correspond to dematerialisation
  Monday, 18 May 2009
Telkom shares trade “ex” the entitlement to the unbundled Vodacom shares and cash proceeds from the sale thereof from the commencement of business
  Monday, 18 May 2009
Listing of Vodacom on the JSE under the abbreviated name “VODACOM”, share code “VOD” and ISIN of ZAE000132577 from the commencement of business
  Monday, 18 May 2009
Placement of due bills for trading on NYSE
  Wednesday, 20 May 2009
Announcement of apportionment of base cost for CGT purposes
  Wednesday, 20 May 2009
Record date to participate in the Unbundling
  Friday, 22 May 2009
Unbundling effected
  Monday, 25 May 2009
     
The Special Dividend    
Last day to trade in Telkom shares on the JSE and Telkom ADSs on the NYSE to participate in the Special Dividend
  Friday, 22 May 2009
Telkom shares trade “ex” the Special Dividend from the commencement of business
  Monday, 25 May 2009
Record date to participate in the Special Dividend
  Friday, 29 May 2009
Special Dividend paid
  Monday, 1 June 2009

 

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Notes:
  1.  
Share certificates for the unbundled Vodacom shares will be posted by registered mail (at the risk of the certificated shareholders concerned) to certificated shareholders. Dematerialised shareholders will have their accounts at their CSDP or broker updated with such unbundled Vodacom shares.
  2.  
Telkom shareholders who are “U.S. persons” or have an address in the United States (“US shareholders”) and all holders (“Telkom ADS holders”) of 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 (“ineligible shareholders”). A mechanism will be put in place so that the Vodacom shares due to such US shareholders, Telkom ADS Holders and other ineligible 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 charges) will be distributed to such US shareholders, Telkom ADS holders and other ineligible shareholders, in proportion to their respective entitlements to Vodacom shares. There can be no assurance as to what price such US shareholders, Telkom ADS holders and other ineligible shareholders will receive from the disposal of such Vodacom shares or the timing or foreign exchange rate conversion of such receipt.
  3.  
Any changes to the above dates and times will be released on SENS and published in the press.
  4.  
Unless otherwise indicated, all times stated above are local times in South Africa.
  5.  
Telkom share certificates may not be dematerialised or rematerialised between Monday, 18 May 2009 and Friday, 29 May 2009, both days inclusive.
 
  6.  
The NYSE will determine the “ex” date with respect to the trading of Telkom ADSs.

 

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Pretoria
17 April 2009
Financial advisers to Telkom
J.P. Morgan Chase Bank, N.A. (Johannesburg Branch) and Vermogen Financial Services (Proprietary) Limited trading as IDG Financial Services
Transaction sponsor to Telkom
J.P. Morgan Equities Ltd
South African legal advisers to Telkom
Werksmans Inc. and Mchunu Koikanyang Inc.
US legal advisors to Telkom
Paul, Hastings, Janofsky & Walker LLP
Financial advisers to the South African Government
Morgan Stanley South Africa (Pty) Ltd and Rand Merchant Bank, a division of FirstRand Bank Limited
Legal advisers to the South African Government
Edward Nathan Sonnenbergs Inc.

 

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Special note regarding forward-looking statements
Many of the statements included in this announcement, as well as oral statements that may be made by Telkom and Vodacom, or by officers, directors or employees acting on their behalf related to the subject matter hereof, 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 Telkom’s ability to successfully complete the Transaction and its effects on Telkom’s operations, Telkom’s ability to implement its mobile strategy and any changes thereto, Telkom’s 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 Telkom’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 actual results or outcomes to differ materially from its 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 U.S. Securities Exchange Commission (“SEC”) and Telkom’s other filings and submissions with the SEC, which are available on Telkom’s website at www.Telkom.co.za/ir and other matters not yet known to Telkom or not currently considered material by Telkom. Telkom caution you not to place undue reliance on these forward-looking statements. All written and oral forward-looking statements attributable to Telkom, or persons acting on Telkom’s behalf, are qualified in their entirety by these cautionary statements. Moreover, unless Telkom is required by law to update these statements, Telkom will not necessarily update any of these statements after the date of Telkom’s 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 Telkom’s expectations.
THIS IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES AND SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES 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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