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: November 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 November 17, 2008, Telkom SA Limited (Telkom) announced its group interim results for the
six months ended September 30, 2008. A copy of the announcement is attached hereto as Exhibit 99.1
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 November 17, 2008, Vodacom Group (Proprietary) Limited (Vodacom) (unlisted), in which
Telkom has a 50% holding, announced its interim results for the six months ended September 30,
2008. A copy of the announcement is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
On November 17, 2008, Telkom presented its group interim results for the six months ended
September 30, 2008. A copy of the presentation is attached hereto as Exhibit 99.3 and is
incorporated herein by reference. The presentation contains forward-looking statements and includes
cautionary statements identifying important factors that could cause actual results to differ
materially from those anticipated.
On November 17, 2008, Vodacom presented its interim results for the six months ended September
30, 2008. A copy of the presentation is attached hereto as Exhibit 99.2 and is incorporated herein
by reference.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
All of the statements contained herein and 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 spin-off; our ability to successfully implement our mobile
strategy; 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 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
-2-
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.
Furthermore,
the targets, estimates, forecasts, projections and pro forma
financial information included in the exhibits incorporated by
reference herein have been prepared based upon a number of
assumptions and estimates that, while presented with numerical
specificity and considered reasonable by us, are inherently subject
to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond our control, and upon
assumptions with respect to future economic activity and business
decisions which are subject to change. In addition, targets,
estimates, forecasts, projections and pro forma financial information
in a transforming industry such as Telkoms are inherently risky, particular in later years. As a result, we cannot provide any
assurance that these results will be realized. The prospective and
pro forma financial information presented herein may vary
substantially from actual results. We make no representation that
these results will be achieved.
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
AND SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN EXEMPTION FROM REGISTRATION. ANY PUBLIC OFFERING
OF SECURITIES TO BE MADE IN THE UNITED STATES IS REQUIRED TO BE MADE
BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM TELKOM AND/OR
VODACOM AND THAT CONTAINS DETAILED INFORMATION ABOUT VODACOM AND ITS
MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS. TELKOM AND VODACOM HAVE
NO CURRENT INTENTION OF MAKING ANY PUBLIC OFFERING OF VODACOM
SECURITIES IN THE UNITED STATES THAT WOULD REQUIRE REGISTRATION.
Shareholders
in certain jurisdictions outside of South Africa may not be entitled
to receive any Vodacom shares that Telkom unbundles if such receipt
would require registration or approval under local securities laws. A
mechanism is intended to be put in place so that shareholders in such
jurisdictions outside of South Africa may receive cash instead of the
Unbundling Shares if such receipt would require registration or
approval under relevant local securities laws.
-3-
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: November 26, 2008
-4-
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
Description
|
|
|
|
|
|
|
99.1
|
|
|
Announcement, dated November 17, 2008, issued by Telkom SA Limited
(Telkom), announcing its group interim results for the six months
ended September 30, 2008.
|
|
|
|
|
|
|
99.2
|
|
|
Announcement, dated November 17, 2008, issued by Vodacom Group
(Proprietary) Limited (Vodacom) (unlisted), in which Telkom has a
50% holding, announcing its interim results for the six months ended
September 30, 2008.
|
|
|
|
|
|
|
99.3
|
|
|
Presentation, made by Telkom on November 17, 2008 of its group
interim results for the six months ended September 30, 2008.
|
|
|
|
|
|
|
99.4
|
|
|
Presentation, made by Vodacom on November 17, 2008 of its group
interim results for the six months ended September 30, 2008.
|
-5-