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TKG - Telkom SA Limited - Further Cautionary Announcement
Telkom SA Limited
(Registration number: 1991/005476/06)
(ISIN number: ZAE000044897)
JSE and NYSE share code: TKG
("Telkom" or "the Company")
Further Cautionary Announcement
Shareholders are referred to the cautionary announcement published on 2 June
2008 and the further cautionary announcements published on 15 July 2008 and 26
August 2008 regarding the receipt by Telkom of a non-binding proposal by a
wholly-owned subsidiary of Vodafone Group Plc ("Vodafone").
In terms of this proposal, Vodafone is seeking to acquire a 15% stake in Vodacom
Group (Proprietary) Limited ("Vodacom") from Telkom. The proposed consideration
for this stake is ZAR22.5bn less the attributable net debt of Vodacom at the
time of signature and will be settled in cash ("Proposed Transaction").
The Proposed Transaction is subject to, inter alia, Telkom unbundling its
remaining 35% stake in Vodacom to its shareholders pursuant to a listing of
Vodacom on the main board of the JSE Limited.
The board of directors of Telkom is supportive of the Proposed Transaction. The
South African Government is also supportive of the Proposed Transaction, subject
to finalising the transaction agreements.
Telkom Shareholders are advised to continue to exercise caution when dealing in
the Company`s shares until a more detailed announcement is published in due
course.
9 October, 2008
Pretoria
Transaction Sponsor: J.P. Morgan Equities
The completion of the Vodacom transaction will be subject to a number of
conditions, including the successful negotiation and agreement of final
transaction documents, shareholder approval and the receipt of certain
regulatory approvals. Shareholders in certain jurisdictions outside of South
Africa may not be entitled to receive any Vodacom shares that Telkom unbundles
if such receipt would require registration or approval under local securities
laws.
Special note regarding forward-looking statements
Many of the statements included in this announcement constitute or are based on
forward looking statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995, specifically Section 27A of the U.S. Securities
Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of
1934, as amended. All statements, other than statements of historical facts,
including, among others, statements regarding our ability to successfully
complete the Vodacom transaction and its effects on our operations, our ability
to implement our mobile strategy and any changes thereto, our future financial
position and plans, strategies, objectives, capital expenditures, projected
costs and anticipated cost savings and financing plans, as well as projected
levels of growth in the communications market, are forward looking statements.
Forward looking statements can generally be identified by the use of terminology
such as "may", "will", "should", "expect", "envisage", "intend", "plan",
"project", "estimate", "anticipate", "believe", "hope", "can", "is designed to"
or similar phrases, although the absence of such words does not necessarily mean
that a statement is not forward looking. These forward looking statements
involve a number of known and unknown risks, uncertainties and other factors
that could cause our actual results and outcomes to be materially different from
historical results or from any future results expressed or implied by such
forward looking statements. We caution you not to place undue reliance on these
forward looking statements. All written and oral forward looking statements
attributable to us, or persons acting on our behalf, are qualified in their
entirety by these cautionary statements. Moreover, unless we are required by law
to update these statements, we will not necessarily update any of these
statements after the date of our most recent annual report on Form 20-F filed
with the US Securities and Exchange Commission (SEC), either to conform them to
actual results or to changes in our expectations.
Telkom SA Limited filed an annual report on Form 20-F with the US SEC, for the
year ended March 31, 2008 on July 18, 2008. This annual report includes a
detailed description of risk factors that may affect its business. For further
information you should refer to the Form 20-F and other filings with the US SEC,
which are available on Telkom`s investor relations website at
www.telkom.co.za/ir.
THIS IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES AND SECURITIES
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN
EXEMPTION FROM REGISTRATION. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN
THE UNITED STATES IS REQUIRED TO BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE
OBTAINED FROM TELKOM AND/OR VODACOM AND THAT CONTAINS DETAILED INFORMATION ABOUT
VODACOM AND ITS MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS. TELKOM AND VODACOM
HAVE NO INTENTION OF MAKING ANY PUBLIC OFFERING OF VODACOM SECURITIES IN THE
UNITED STATES THAT WOULD REQUIRE REGISTRATION.
Date: 09/10/2008 17:45:06 Supplied by www.sharenet.co.za
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