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: March 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 March 10, 2008, Vodacom Group (Proprietary) Limited (“Vodacom”) (unlisted),
in which Telkom SA Limited (“Telkom”) has a 50% holding, issued a
statement regarding its proposed Broadbased Black Economic Empowerment (“BEE”)
transaction. A copy of the statement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
On March
31, 2008, Telkom issued an announcement regarding the future direction of the
Telkom Group. A copy of the announcement is attached hereto as Exhibit 99.2 and
is incorporated herein by reference. The announcement contains forward-looking
statements regarding Telkom and includes cautionary statements identifying
important factors that could cause actual results to differ materially from
those anticipated.
On March
31, 2008, Telkom presented an outline of its business strategy to members of the
investment community at an analyst open day. A copy of the presentation is
attached hereto as Exhibit 99.3 and is incorporated herein by reference. The
presentation contains forward-looking statements regarding Telkom and includes
cautionary statements identifying important factors that could cause actual
results to differ materially from those anticipated.
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
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99.1
|
Statement,
dated March 10, 2008, issued by Vodacom Group (Proprietary) Limited
(“Vodacom”) (unlisted), in which Telkom SA Limited (“Telkom”)
has a 50% holding, regarding its proposed Broadbased Black Economic
Empowerment (“BEE”) transaction.
|
|
|
99.2
|
Announcement,
dated March 31, 2008, issued by Telkom, regarding the future direction of
the Telkom Group.
|
|
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99.3
|
Telkom’s
presentation of its business strategy to members of the investment
community held at an analyst open day on March 31,
2008.
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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:
/s/ Deon
Fredericks
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Name: Deon
Fredericks
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Title: Acting
Chief of Finance
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Date: April
7, 2008