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: May 2009
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 May 4, 2009, Telkom SA Limited (Telkom) issued an announcement advising its shareholders
that Telkom had sold its interest in Telkom Media (Proprietary) Limited to Shenzhen Media South
Africa (Proprietary) Limited. A copy of the announcement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
On May 18, 2009, Telkom issued an announcement notifying its shareholders that the North
Gauteng High Court, Pretoria, had dismissed the joint application by Cosatu and ICASA for an order
interdicting the parties from taking further steps to implement the Vodacom Group (Proprietary)
Limited (Vodacom) (unlisted) transaction and that accordingly the listing of Vodacom would take
place as scheduled on May 18, 2009. A copy of the announcement is attached hereto as Exhibit 99.2
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 May 18, 2009, Telkom issued an announcement regarding the book build process for Vodacom
shares pursuant to Regulation S under the US Securities Act of 1933. A copy of the announcement is
attached hereto as Exhibit 99.3 and is incorporated herein by reference.
On May 19, 2009, Telkom issued a trading statement. A copy of the trading statement is
attached hereto as Exhibit 99.4 and is incorporated herein by reference. The trading statement
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 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 unbundling and related transactions and any challenges thereto
including from Cosatu or ICASA; 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 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 if the unbundling does not occur; Vodacoms 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
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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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.
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TELKOM SA LIMITED
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By:
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/s/ Peter Nelson
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Name:
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Peter Nelson
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Title:
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Chief Financial Officer
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Date: May 19, 2009
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Exhibit
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Description
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99.1
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Announcement, dated May 4, 2009, issued by Telkom SA Limited
(Telkom), advising its shareholders that Telkom had sold its
interest in Telkom Media (Proprietary) Limited to Shenzhen Media
South Africa (Proprietary) Limited.
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99.2
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Announcement, dated May 18, 2009, issued by Telkom, notifying its
shareholders that the North Gauteng High Court, Pretoria, had
dismissed the joint application by Cosatu and ICASA for an order
interdicting the parties from taking further steps to implement the
Vodacom Group (Proprietary) Limited (Vodacom) (unlisted)
transaction and that accordingly the listing of Vodacom would take
place as scheduled on May 18, 2009.
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99.3
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Announcement, dated May 18, 2009, issued by Telkom, regarding the
book build process for Vodacom shares pursuant to Regulation S under
the US Securities Act of 1933.
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99.4
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Trading statement, dated May 19, 2009, issued by Telkom.
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