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TELKOM SA Limited - Company Announcement
(Incorporated in the Republic of South Africa)
Registration number 1991/005476/06)
ISIN: ZAE000044897
Share code: TKG
("Telkom" or the "Company")
Announcement relating to the pricing, allocation and results of a global
offering by the Government of the Republic of South Africa (the "Government") of
ordinary shares in Telkom ("ordinary shares") which comprised:
an offering of ordinary shares by the Government to retail and institutional
investors in the United States of America ("United States") and to institutional
investors outside of the United States, including institutional investors in the
Republic of South Africa ("South Africa"), in the form of ordinary shares or
American Depositary Shares ("ADSs") at the initial public offering price; and
an offering of ordinary shares by the Government to South African retail
investors, referred to as the South African retail offering, in the form of
ordinary shares, which comprised:
an offering of ordinary shares to individuals in possession of a valid South
African identity number and who provided a South African postal address and
groups of such individuals, known as stokvels, at a 20% discount to the initial
public offering price, rounded down to the nearest SA Cent, referred to as the
Khulisa offer and specifically targeted at historically disadvantaged
individuals and stokvels consisting only of historically disadvantaged
individuals; and
an offering of ordinary shares to individuals in possession of a valid South
African identity number and who provided a South African postal address, at a 5%
discount to the initial public offering price, rounded down to the nearest SA
Cent, for applications for any amount of ordinary shares applied for, referred
to as the general offer. This offering was made to individuals only and
therefore excluded stokvels.
An English copy of a full prospectus (the "JSE prospectus"), issued in
compliance with the Listings Requirements of the JSE Securities Exchange, South
Africa ("JSE") and the South African Companies Act, 1973 (Act 61 of 1973) as
amended (the "Companies Act") as well as a summary prospectus (the "summary
prospectus"), were both registered by the South African Registrar of Companies
on 29 January 2003, in terms of section 155 (1) of the Companies Act.
This announcement does not constitute a prospectus and is issued merely for
record purposes in connection with the global offering. Words and expressions
defined in the JSE prospectus have the same meaning when used in this
announcement, unless the context requires otherwise.
In connection with the global offering, Deutsche Bank AG London or its
affiliates, in consultation with J.P. Morgan Securities Ltd., may for the
account of the underwriters, over-allot or effect transactions with a view to
supporting the market price of Telkom`s ordinary shares or ADSs at a level
higher than that which might otherwise prevail for a limited period after the
commencement of conditional trading. However, there is no obligation to do so.
Such action, if commenced, may be discontinued at any time, provided two
business days notice is given to the JSE, but may under no circumstances
continue beyond the 30th calendar day after the date of the listing of the
ordinary shares on the JSE.
Results of the global offering
The global offering raised approximately R3,9 billion and comprised
approximately 139,257,954 ordinary shares in aggregate, assuming no exercise of
the over-allotment option. Of such number, approximately 127,244,962 ordinary
shares have been allocated to retail and institutional investors in the United
States and to institutional investors outside of the United States, including
institutional investors in South Africa, approximately 4,967,914 ordinary shares
have been allocated in the Khulisa offer and approximately 7,045,078 ordinary
shares have been allocated in the general offer.
Pricing and offer statistics
The following offer statistics reflect the results of the global offering based
on a total offering:
Initial public offering price R28.00
Khulisa offer price (1) R22.40
General offer price (2) R26.60
Number of ordinary shares sold (3) 139,257,954
Market capitalisation at initial R15,6 billion
public offering price
Notes:
(1) At a 20% discount to initial public offering price
(2) At a 5% discount to initial public offering price
(3) Assumes no exercise of over-allotment option
Allocations under the Khulisa offer and the general offer
Ordinary shares have been allocated under the Khulisa offer and general offer as
follows:
Amount validly applied Khulisa offer General offer
for Number of ordinary shares Number of ordinary
allocated at R22,40 per shares allocated at
ordinary share R26,60 per ordinary
share
Individuals Stokvels
R500 22 22 19
R600 26 26 22
R700 31 31 26
R800 35 35 30
R900 40 40 34
R1000 44 44 37
R2000 89 89 75
R3000 134 134 113
R4000 178 178 150
R5000 223 223 188
R6000 267 225
R7000 312 263
R8000 357 300
R9000 401 338
R10000 446 376
R20000 892 752
R30000 1339 1128
R40000 1785 1504
R50000 2232 1879
Khulisa offer
Applications under the Khulisa offer were allocated in full.
General offer
Applications under the general offer were allocated in full, subject to a
maximum of R2 million per individual.
Shareholder statements to successful applicants and, if applicable, refund
cheques will be despatched from Tuesday, 11 March 2003. The allocations are
conditional on the listing of the ordinary shares on the JSE and the ADSs on the
New York Stock Exchange. Conditional trading in the ordinary shares on the JSE
is expected to commence at 09:00 on Tuesday, 4 March 2003, and unconditional
trading is expected to commence on Friday, 7 March 2003.
Commencement of listing and conditional dealing on JSE and on the New York Stock
Exchange
The JSE has agreed to list the ordinary shares in the "Telecommunications
Services" sector of the JSE list under the symbol "TKG" with effect from 09:00
on Tuesday, 4 March 2003. Telkom`s short name during the period of conditional
trading will be "TELKOMPRE". The ADSs have been approved for listing on the New
York Stock Exchange, subject to official notice of issuance, with conditional
trading from 09:30 (NY time) on Tuesday, 4 March 2003 under the symbol "TKG".
If the global offering is terminated for any reason, all transactions which take
place during the period of conditional trading will be void and neither the JSE,
the Government, Telkom nor the joint global co-ordinators shall have any
responsibility or liability to any person for any loss or damages of whatever
nature and howsoever arising as a result of such termination.
Telkom is conducting a global offering of ordinary shares by the Government
through a United States and international offering and the South African retail
offering. This announcement does not constitute an offer of securities for sale
in the United States. Securities may not be offered or sold in the United States
absent registration or an exemption from registration under the United States
Securities Act of 1933, as amended. Telkom intends to register all or a portion
of the proposed offering in the United States. Any public offering of shares to
be made in the United States must be made by means of a prospectus that may be
obtained from Telkom or the Government and will contain detailed information
about Telkom and its management as well as its financial statements. Any
investment decision should be based on the prospectus to be published in
connection with the global offering.
Pretoria
4 March 2003
Joint global co-ordinators, lead managing underwriters and financial advisors to
Government
Deutsche Bank AG London J.P. Morgan Securities Ltd.
African Harvest Capital (Proprietary) Standard Corporate and Merchant Bank, a
Limited division of The Standard Bank of South Af
Limited
Wipcapital (Proprietary) Limited
Legae Securities (Proprietary) Limited
Co-lead underwriters Co-managers
Schroder Salomon Smith Barney HSBC
UBS Warburg Investec
Mazwai Securities/Barnard Jacobs Mellet
Joint financial advisors to Telkom
UBS Warburg Corporate Finance (South AMB Holdings Limited
Africa) (Proprietary) Limited
Attorneys to Telkom Attorneys to Telkom as to United States l
Werksmans Inc. Paul, Hastings, Janofsky & Walker LLP
Huntley Mdlulwa Inc.
Maponya Inc.
Qunta Inc,
Nalane Manaka Attorneys
Mukwevho Adekeye Inc.
Attorneys to Government as to United Legal advisors to Government
States law Edward Nathan & Friedland (Proprietary)
Skadden, Arps, Slate, Meagher and Flom Limited
LLP
US and International legal advisors to joint global co-ordinators, lead managing
underwriters and financial advisors to Government
Freshfields Bruckhaus Deringer
Attorneys to joint global co-ordinators, lead managing underwriters and financia
advisors to Government
Deneys Reitz Inc.
Chuene, Kwinana & Motsatse Inc.
Auditors and reporting accountants
To Telkom To Vodacom
Ernst & Young, Chartered Accountants PricewaterhouseCoopers Inc., Chartered
(SA) Accountants (SA)
KPMG Inc., Chartered Accountants (SA) Deloitte & Touche, Chartered Accountants
Transfer Secretary Logistics Advisor
Computershare Investor Services Solid Solutions Associates
Limited
Joint lead sponsors
Deutsche Securities (SA) (Proprietary) J.P. Morgan Equities Limited
Limited
Date: 04/03/2003 07:01:00 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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