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: January 2008
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 January 22, 2008, Telkom
SA Limited (“Telkom”) issued an announcement informing shareholders that it has
received a non-binding expression of interest from Oger Telecom Limited, that
the board of directors of Telkom will consider, along with other alternatives,
as part of its mobile strategy review . A copy of the announcement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
On
January 28, 2008, Telkom issued an announcement notifying share dealings by a
director. A copy of the announcement is attached hereto as Exhibit
99.2 and is incorporated herein by reference.
On
January 29, 2008, Telkom issued an announcement regarding Vodacom Group
(Proprietary) Limited (unlisted) results for the period ended December 31,
2007. A copy of the announcement is attached hereto as Exhibit 99.3
and is incorporated herein by reference.
On January
30, 2007, Telkom issued an announcement informing that Mr. Tshepo Mahloele, the
Class B shareholder representative, has resigned from the board of directors of
Telkom with immediate effect and that the Class B shareholder has nominated Mr.
Brian Molefe to the board of directors of Telkom with immediate effect. A copy
of the announcement is attached hereto as Exhibit 99.4 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
|
Announcement,
dated January 22, 2008, issued by Telkom SA Limited (“Telkom”), informing
shareholders that it has received a non-binding expression of interest
from Oger Telecom Limited, that the board of directors of Telkom will
consider, along with other alternatives, as part of its mobile strategy
review .
|
99.2
|
Announcement,
dated January 28, 2008, issued by Telkom, notifying share dealings by a
director.
|
99.3
|
Announcement,
dated January 29, 2008, issued by Telkom, regarding Vodacom Group
(Proprietary) Limited (unlisted) results for the period ended December 31,
2007.
|
99.4
|
Announcement, dated January 30, 2008, issued by
Telkom, informing that Mr. Tshepo Mahloele, the Class B shareholder
representative, has resigned from the board of directors of Telkom with
immediate effect and that the Class B shareholder has nominated Mr. Brian
Molefe to the board of directors of Telkom with immediate
effect.
|
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.
|
Title:
Acting Chief of
Finance
|
Date:
Febru
ary 8, 2008