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 2007
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
September 26, 2007, Telkom SA Limited (“Telkom”) sent to its shareholders a form
of proxy for use at the general meeting of shareholders of Telkom held on
October 26, 2007. A copy of the form of proxy is attached hereto as Exhibit
99.1
and
is
incorporated herein by reference.
On
November 19, 2007, Telkom announced its group interim results for the six months
ended September 30, 2007. 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
November 19, 2007, Telkom presented its group interim results for the six months
ended September 30, 2007. 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 19, 2007, Vodacom Group (Proprietary) Limited (“Vodacom”) (unlisted),
in which Telkom has a 50% holding, announced its interim results for the six
months ended September 30, 2007. A copy of the announcement is attached hereto
as Exhibit 99.4 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 19, 2007, Vodacom presented its interim results for the six months
ended September 30, 2007. A copy of the presentation is attached hereto as
Exhibit 99.5 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 22, 2007, Telkom announced the appointment of Mr. Reuben September
as
Chief Executive Officer of Telkom with immediate effect. A copy of
the announcement is attached hereto as Exhibit 99.6 and is incorporated herein
by reference.
On November 28, 2007, Telkom announced that its shareholders are advised that the discussions with
both MTN Group Limited and Vodafone Group Plc, relating to its mobile strategy review, have been
terminated without reaching an agreement and that caution is no longer required to be exercised by
shareholders when dealing in Telkom's securities. 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
|
Form
of proxy, sent to Telkom
SA
Limited (“Telkom”)’s
shareholders on September 26, 2007, for
use at the general meeting of shareholders of Telkom held on October
26,
2007.
|
|
|
|
|
99.2
|
Announcement,
dated November 19, 2007, issued by Telkom, regarding its group
interim results for the six months ended September 30,
2007.
|
|
|
|
|
99.3
|
Presentation,
made by Telkom on November 19, 2007, regarding its group interim
results for the six months ended September 30, 2007.
|
|
|
|
|
99.4
|
Announcement,
issued by Vodacom Group (Proprietary) Limited (“Vodacom”) on November 19,
2007, regarding its interim results for the six months ended September
30,
2007.
|
|
|
|
|
99.5
|
Presentation,
made by Vodacom on November 19, 2007, regarding its interim results
for
the six months ended September 30, 2007.
|
|
|
|
|
99.6
|
Announcement,
dated November 22, 2007, issued by Telkom, regarding the appointment
of Mr.
Reuben September as Chief Executive Officer of Telkom with immediate
effect.
|
|
|
|
|
99.7
|
Announcement, dated November 28, 2007, issued by Telkom, advising its shareholders that the discussions with
both MTN Group Limited and Vodafone Group Plc, relating to its mobile strategy review, have been terminated
without reaching an agreement and that caution is no longer required to be exercised by shareholders when
dealing in Telkom's securities.
|
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
29, 2007
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