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: July 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 June 20, 2008, Telkom
SA Limited (“Telkom”) filed its proposed overall tariff increase of 2.4% with
the Independent Communications Authority of South Africa. The proposed price
changes, if approved, will become effective from August 1, 2008. A copy of
the announcement is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
On July
3, 2008, Telkom announced that the class B shareholder's representative on the
board of Telkom, Mr. AG Rhoda
had
resigned as a
director of Telkom with immediate effect. Mr. Rhoda will be replaced by Mr. B
Molefe with immediate effect. A copy of the announcement is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.
On July
11, 2008, Vodacom Group (Proprietary) Limited (“Vodacom”) (unlisted), in which
Telkom has a 50% holding, announced the appointment of Pieter Uys as chief
executive officer of the Vodacom Group with effect from October 1, 2008. A copy
of the announcement is attached hereto as Exhibit 99.3 and is incorporated
herein by reference.
On July
15, 2008, Telkom issued a further cautionary announcement regarding the
non-binding proposal from a wholly-owned subsidiary of Vodafone Group Plc to
acquire a portion of Telkom's stake in Vodacom and a letter from a consortium
comprising Mvelaphanda Holdings (Proprietary) Limited, affiliated funds of
Och-Ziff Capital Management Group and other strategic funders ("the
Consortium"), which stated that the Consortium was considering making an offer
for the entire issued share capital of Telkom,
in each case
subject to a number of preconditions. A copy of the further cautionary
announcement is attached hereto as Exhibit 99.4 and is incorporated herein by
reference. The further cautionary announcement contains forward-looking
statements and includes cautionary statements identifying important factors that
could cause actual results to differ materially from those
anticipated.
On July
21, 2008, Telkom advised its shareholders that its Form 20-F for the year ended
March 31, 2008 had been filed with the Securities Exchange Commission on July
18, 2008. A copy of the announcement is attached hereto as Exhibit 99.5 and is
incorporated herein by reference. The annual report contains forward-looking
statements and includes cautionary statements identifying important factors that
could cause actual results to differ materially from those
anticipated.
On July
22
, 2008,
Vodacom issued its trading update for its results for the quarter ended June 30,
2008. A copy of the trading update is attached hereto as Exhibit 99.6 and is
incorporated herein by reference.
On July
29, 2008, Telkom issued an announcement regarding the terms and conditions of
Vodacom’s proposed broad-based black economic empowerment (BEE)
transaction. A copy of the announcement is attached hereto as Exhibit
99.7 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.
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 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 our mobile strategy and Vodacom holdings and our
ability to successfully implement such strategy and organizational changes
thereto, 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 Vodacom’s and Telkom’s net interconnect margins; Telkom’s and
Vodacom’s 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 Vodacom’s directors and the
consensus approval rights at Vodacom may limit our flexibility and ability to
implement our preferred strategies; Vodacom’s 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 to pay to
Telcordia Technologies Incorporated; the outcome of regulatory, legal and
arbitration proceedings, including tariff approvals, and the outcome of Telkom’s
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; 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 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.
|
Exhibit
|
Description
|
|
|
|
|
99.1
|
Announcement,
dated June 20, 2008, issued by Telkom SA Limited
(“Telkom”), regarding its proposed overall tariff increase of 2.4%
filed with the Independent Communications Authority of South
Africa.
|
|
|
|
|
99.2
|
Announcement,
dated July 3, 2008, issued by Telkom, regarding the resignation of
the class B shareholder's representative on the board of Telkom, Mr. AG
Rhoda, and the appointment of Mr. B Molefe with immediate
effect.
|
|
|
|
|
99.3
|
Announcement,
dated July 11, 2008, issued by Vodacom Group (Proprietary) Limited
(“Vodacom”) (unlisted), in which Telkom has a 50% holding, announcing the
appointment of Pieter Uys as chief executive officer of the Vodacom Group
with effect from October 1, 2008.
|
|
|
|
|
99.4
|
Further
cautionary announcement, dated July 15, 2008, issued by Telkom, regarding
the non-binding proposal from a wholly-owned subsidiary of Vodafone Group
Plc to acquire a portion of Telkom's stake in Vodacom and a letter from a
consortium comprising Mvelaphanda Holdings (Proprietary) Limited,
affiliated funds of Och-Ziff Capital Management Group and other strategic
funders ("the Consortium"), which stated that the Consortium was
considering making an offer for the entire issued share capital of Telkom,
in each case
subject to a number of preconditions.
|
|
|
|
|
99.5
|
Announcement,
darted July 21, 2008, issued by Telkom, advising its shareholders that its
Form 20-F for the year ended March 31, 2008 had been filed with the
Securities Exchange Commission on July 18, 2008.
|
|
|
|
|
99.6
|
Trading
update, dated July
22
, 2008,
issued by Vodacom, of its results for the quarter ended June 30,
2008.
|
|
|
|
|
99.7
|
Announcement,
dated July 29, 2008, issued by Telkom, regarding the terms and conditions
of Vodacom’s proposed broad-based black economic empowerment (BEE)
transaction.
|
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
|
|
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|
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By:
/s/ Deon
Fredericks
|
|
|
Name:
|
Deon
Fredericks
|
|
|
Title:
|
Acting Chief of
Finance
|
Date: August
6, 2008
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