- Report of Foreign Issuer (6-K)
13 August 2009 - 6:02PM
Edgar (US Regulatory)
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: August 2009
001-31609
(Commission File Number)
Telkom SA Limited
(Translation of registrants 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 August 7, 2009, Telkom SA Limited (Telkom) issued an announcement regarding its decision
to voluntarily delist from the New York Stock Exchange and deregister and terminate its reporting obligations under the Securities Exchange Act of 1934. A copy of
the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
All of the statements contained herein and in the exhibit 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 Telkoms or Vodacoms 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 Telkoms or Vodacoms actual results
or outcomes to differ materially from their expectations are those risks identified in Item 3. Key
Information-Risk Factors contained in Telkoms 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 Telkoms website at www.telkom.co.za/ir, including, but not limited to, the
effect of global economic and financial conditions; our ability to successfully implement our
mobile strategies and any changes thereto, including the roll-out of our fixed-mobile capability
and services and organizational changes thereto; our ability to reorganize our structure and reduce
costs; our ability to improve performance at our Multi-Links subsidiary; any impact resulting from
our proposed de-listing from the NYSE; 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 Telkoms net interconnect margins; Telkoms
ability to expand its 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 invests; our ability to improve and maintain our management information and
other systems; our ability to attract and retain key personnel and partners; 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 Telkoms 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
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; Telkoms 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 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 persons acting on its behalf, are
qualified in their entirety by these cautionary statements. Moreover, unless Telkom is required by
law to update these statements, it 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.
-2-
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:
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/s/ Peter Nelson
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Name:
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Peter Nelson
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Title:
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Chief Financial Officer
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Date: August 13, 2009
-3-
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Exhibit
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Description
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99.1
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Announcement, dated August 7, 2009, issued by Telkom SA Limited
(Telkom), regarding its decision to voluntarily delist from the New York Stock Exchange and deregister and terminate its reporting obligations under the Securities Exchange Act of 1934.
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-4-
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