| Tue 3 Mar 2009, 17:32 | | TKG - Telkom SA Limited - Salient Dates and Times Announcement |
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TKG
TKG
TKG - Telkom SA Limited - Salient Dates and Times Announcement
Telkom SA Limited
(Incorporated in the Republic of South Africa)
(Registration number 1991/005476/06)
(JSE and NYSE share code: TKG)
(ISIN: ZAE000044897)
("Telkom")
SALIENT DATES AND TIMES ANNOUNCEMENT
1. INTRODUCTION
Telkom shareholders are referred to the announcement dated 6 November 2008 in
which Telkom announced that it had entered into binding transaction agreements
("Transaction Agreements") with Vodafone Group Plc ("Vodafone"), Vodacom Group
(Proprietary) Limited ("Vodacom") and the South African Government pursuant to
which:
1. Vodafone will acquire from Telkom an additional 15% of the entire issued
share capital of Vodacom for a cash consideration of ZAR 22.5 billion less
(i) the attributable net debt of Vodacom as at 30 September 2008 and (ii)
15% of any dividends, and any STC levied thereon, declared or paid by
Vodacom post signature of the Transaction Agreements and prior to the
implementation of the sale ("the Sale Transaction");
2. Telkom will distribute 50% of the after-tax proceeds from the Sale
Transaction to Telkom shareholders by way of a special dividend, net of any
STC levied thereon ("the Special Dividend");
3. Vodacom will be converted to a public company and application will be
made for Vodacom to be listed on the main board of the JSE Limited ("the
Listing"); and
4. Telkom will distribute the balance of the shares in Vodacom held by
Telkom (constituting 35% of the entire issued share capital of Vodacom) to
Telkom shareholders in proportion to their shareholdings in Telkom, by way
of an unbundling in terms of section 90 of the Companies Act 61 of 1973, as
amended and section 46 of the Income Tax Act 58 of 1962, as amended ("the
Unbundling"),
collectively, "the Proposed Transaction".
Telkom shareholders are also referred to the announcement dated 12 February 2009
in which it was announced that the Telkom board had resolved to recommend to
shareholders that the Special Dividend be ZAR19.00 per Telkom share on the
assumption that Telkom will receive a dividend payment from Vodacom prior to
implementation of the Sale Transaction.
2. CONDITIONS PRECEDENT
The implementation of the Proposed Transaction is subject to the fulfilment, or
where applicable, waiver, of the following outstanding conditions precedent:
- approval by the Independent Communications Authority of South Africa, to the
extent required; and
- the passing at the general meeting of the shareholders of Telkom to be held at
10:00 on Thursday, 26 March 2009 ("the General Meeting") of all the resolutions
required in order to implement the Proposed Transaction.
3. SALIENT DATES AND TIMES
The salient dates and times in respect of the implementation of the Proposed
Transaction are set out in the table below:
The General meeting
Issue of notice convening the General Meeting Monday, 2 March 2009
Last day for holders of Telkom American Tuesday, 24 March 2009
Depositary Shares ("Telkom ADSs") to deliver
voting instruction cards to the United States
Depositary for the General Meeting by 17:00
(Eastern Standard Time)
Last day for lodging of forms of proxy for Wednesday, 25 March 2009
the General Meeting by 10:00
General Meeting held at 10:00 Thursday, 26 March 2009
Results of the General Meeting released on Thursday, 26 March 2009
SENS
Results of the General Meeting published in Friday, 27 March 2009
the press
The Unbundling
Finalisation date, by 12:00 Thursday, 23 April 2009
Last day to trade in Telkom shares on the JSE Monday, 4 May 2009
to participate in the Unbundling
Telkom Depositary Receipt program closed for Tuesday, 5 May 2009
issuances and cancellations to correspond to
dematerialisation
Telkom shares trade "ex" the entitlement to Tuesday, 5 May 2009
the unbundled Vodacom shares and cash
proceeds from the sale thereof from the
commencement of business
Listing of Vodacom on the JSE under the Tuesday, 5 May 2009
abbreviated name "VODACOM", share code "VOD"
and ISIN of ZAE 000 132 577 from the
commencement of business
Placement of due bills for trading on NYSE Thursday, 7 May 2009
Announcement of apportionment of base cost Thursday, 7 May 2009
for CGT purposes
Record date to participate in the Unbundling Monday, 11 May 2009
Unbundling effected Tuesday, 12 May 2009
The Special Dividend
Last day to trade in Telkom shares on the JSE Friday, 8 May 2009
and Telkom ADSs on the NYSE to participate in
the Special Dividend
Telkom shares trade "ex" the Special Dividend Monday, 11 May 2009
from the commencement of business
Record date to participate in the Special Friday, 15 May 2009
Dividend
Special Dividend paid Monday, 18 May 2009
Notes:
1. Share certificates for the unbundled Vodacom shares will be posted by
registered mail (at the risk of the certificated shareholders concerned) to
certificated shareholders. Dematerialised shareholders will have their
accounts at their CSDP or broker updated with such unbundled Vodacom
shares.
2. Telkom shareholders who are "U.S. persons" or have an address in the
United States ("US shareholders") and all holders ("Telkom ADS holders") of
Telkom ADSs will not personally receive any Vodacom shares as a result of
the Unbundling. In addition, Telkom shareholders in certain other
jurisdictions outside of South Africa will not be entitled to personally
receive any Vodacom Group shares as a result of the Unbundling if such
receipt may involve unduly onerous registration or approval requirements
under local securities laws in the Telkom directors` sole discretion
("ineligible shareholders"). A mechanism will be put in place so that the
Vodacom shares due to such US shareholders, Telkom ADS Holders and other
ineligible shareholders will be disposed of for cash in South Africa
pursuant to Regulation S (promulgated under the U.S. Securities Act of
1933, as amended) and the cash proceeds therefrom (net of applicable fees,
expenses, taxes and charges) will be distributed to such US shareholders,
Telkom ADS holders and other ineligible shareholders, in proportion to
their respective entitlements to Vodacom shares. There can be no assurance
as to what price such US shareholders, Telkom ADS holders and other
ineligible shareholders will receive from the disposal of such Vodacom
shares or the timing or foreign exchange rate conversion of such receipt.
3. The above dates and times are indicative only and subject to change. Any
changes to the above dates and times will be released on SENS and published
in the press.
4. Unless otherwise indicated, all times stated above are local times in
South Africa.
5. Telkom share certificates may not be dematerialised or rematerialised
between Tuesday, 5 May 2009 and Friday, 15 May 2009, both days inclusive.
6. These dates will only apply if the conditions precedent have been
fulfilled by Thursday, 2 April 2009 so that the finalisation announcement
can be released by 12:00 on Thursday, 23 April 2009 (ie the finalisation
date) to allow five clear days before the last day to trade prior to the
listing of Vodacom on the JSE.
7. If the conditions precedent have not been fulfilled by the finalisation
date, the revised dates and times will be released on SENS and published in
the press.
8. The NYSE will determine the "ex" date with respect to the trading of
Telkom ADSs.
4. CIRCULAR
A circular setting out the details of the Proposed Transaction and including the
notice convening the General Meeting will be posted to shareholders on or about
3 March 2009 together with the pre-listing statement of Vodacom. The circular
and Vodacom pre-listing statement are also available at wwww.telkom.co.za/ir.
Pretoria
3 March 2009
Financial advisers to Telkom
JP Morgan Chase Bank, N.A. (Johannesburg Branch) and Vermogen Financial Services
(Proprietary) Limited trading as IDG Financial Services
Transaction sponsor to Telkom
J.P. Morgan Equities Ltd
South African legal advisers to Telkom
Werksmans Inc. and Mchunu Koikanyang Inc.
US legal advisors to Telkom
Paul, Hastings, Janofsky & Walker LLP
Financial advisers to the South African Government
Morgan Stanley South Africa (Pty) Ltd and Rand Merchant Bank, a division of
FirstRand Bank Limited
Legal advisers to the South African Government
Edward Nathan Sonnenbergs Inc.
Special note regarding forward-looking statements
Many of the statements included in this announcement, as well as oral statements
that may be made by Telkom and Vodacom, or by officers, directors or employees
acting on their behalf related to the subject matter hereof, 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 Telkom`s ability
to successfully complete the Proposed Transaction and its effects on Telkom`s
operations, Telkom`s ability to implement its mobile strategy and any changes
thereto, Telkom`s 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 Telkom`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 actual results or outcomes to differ
materially from its 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 U.S. Securities Exchange Commission ("SEC") and
Telkom`s other filings and submissions with the SEC, which are available on
Telkom`s website at www.Telkom.co.za/ir and other matters not yet known to
Telkom or not currently considered material by Telkom. Telkom 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
Telkom`s behalf, are qualified in their entirety by these cautionary statements.
Moreover, unless Telkom is required by law to update these statements, Telkom
will not necessarily update any of these statements after the date of Telkom`s
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
Telkom`s expectations.
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. THERE WILL BE NO PUBLIC OFFERING OF VODACOM
SECURITIES IN THE UNITED STATES THAT WOULD REQUIRE REGISTRATION.
Date: 03/03/2009 17:32:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
