Telkom SA Ltd - Report of Foreign Issuer (6-K)
03 Septembre 2008 - 10:23PM
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: August 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 August 8, 2008, Telkom SA Limited (Telkom) issued an announcement informing shareholders
that the special and ordinary resolutions as set out in the notice of meeting dealing with
amendments to the companys articles of association were passed by the requisite majorities. A copy
of the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On August 13, 2008, Telkom announced the appointment of Mr. Peter Joubert as a non executive
director of the company with effect from August 12, 2008. A copy of the announcement is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
On August 14, 2008, Telkom announced the distribution of the annual report, incorporating the
audited financial statements, for the year ended March 31, 2008, which contain no changes to the
reviewed provisional results which were published on June 9, 2008. The announcement also contains
the notice of the annual general meeting of the company to be held on September 15, 2008. A copy of
the announcement is attached hereto as Exhibit 99.3 and is
incorporated herein by reference. The annual report contains
forward-looking statements and includes cautionary statements
identifying important factors that could cause actual results to
differ materially from those anticipated.
On August 26, 2008, Telkom issued a further cautionary announcement regarding 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, subject
to a number of pre-conditions. A copy of the further cautionary announcement is attached hereto as
Exhibit 99.4 and is incorporated herein by reference. The further cautionary announcement contains
forward-looking statements and includes cautionary statements identifying important factors that
could cause actual results to differ materially from those anticipated.
On August 26, 2008, Telkom issued a further cautionary announcement regarding the non-binding
proposal from a wholly-owned subsidiary of Vodafone Group Plc to acquire a portion of Telkoms
stake in Vodacom Group (Proprietary) Limited (Vodacom), subject to certain conditions. A copy of the further
cautionary announcement is attached hereto as Exhibit 99.5 and is incorporated herein by reference.
The further cautionary announcement contains forward-looking statements and includes cautionary
statements identifying important factors that could cause actual results to differ materially from
those anticipated.
On August 29, 2008, Telkom issued an announcement regarding Vodacoms acquisition of Gateway
Telecommunications SA (Pty) Ltd. A copy of the announcement is attached hereto as Exhibit 99.6 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
August 29, 2008, Telkom issued a press release regarding reports
of a proposal received by Telkom from
the Mowana Consortium, which the Board of Telkom will, in accordance with its fiduciary duties,
evaluate, along with any other proposal received, in order to determine whether it would be in the
best interests of shareholders and whether it will be capable of being implemented in full. A copy
of the press release 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 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 August 8, 2008, issued by Telkom SA Limited
(Telkom), informing shareholders that the special and ordinary
resolutions as set out in the notice of meeting dealing with
amendments to the companys articles of association were passed by
the requisite majorities.
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99.2
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Announcement, dated August 13, 2008, issued by Telkom, regarding the
appointment of Mr. Peter Joubert as a non executive director of the
company with effect from August 12, 2008.
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99.3
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Announcement, dated August 14, 2008, issued by Telkom, regarding the
distribution of the annual report, incorporating the audited
financial statements, for the year ended March 31, 2008, which
contain no changes to the reviewed provisional results which were
published on June 9, 2008. The announcement also contains the notice
of the annual general meeting of the company to be held on September
15, 2008.
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99.4
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Further cautionary announcement, dated August 26, 2008, issued by
Telkom, regarding 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, subject to a number of
pre-conditions.
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99.5
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Further cautionary announcement, dated August 26, 2008, issued by
Telkom, regarding the non-binding proposal from a wholly-owned
subsidiary of Vodafone Group Plc to acquire a portion of Telkoms
stake in Vodacom Group (Proprietary) Limited (Vodacom), subject to certain
conditions.
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99.6
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Announcement, dated August 29, 2008, issued by Telkom, regarding
Vodacoms acquisition of Gateway Telecommunications SA (Pty) Ltd.
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99.7
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Press
release, dated August 29, 2008, issued by Telkom, regarding
reports of a proposal received by Telkom from the Mowana Consortium,
which the Board of Telkom will, in accordance with its fiduciary
duties, evaluate, along with any other proposal received, in order to
determine whether it would be in the best interests of shareholders
and whether it will be capable of being implemented in full.
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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:
September 3, 2008
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