| Thu 26 Mar 2009, 16:44 | | TKG - Telkom SA - Results of the general meeting of Telkom shareholders |
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TKG
TKG
TKG - Telkom SA - Results of the general meeting of Telkom shareholders
Telkom SA Limited
(Incorporated in the Republic of South Africa)
(Registration number 1991/005476/06)
(JSE and NYSE share code: TKG)
(ISIN: ZAE000044897)
("Telkom")
RESULTS OF THE GENERAL MEETING OF TELKOM SHAREHOLDERS
Shareholders are referred to the salient dates and times announcement dated 3
March 2009 and the circular to shareholders dated 2 March 2009 ("Circular")
incorporating a notice of general meeting convening a general meeting of
shareholders to consider and, if deemed fit, pass the resolutions necessary to
approve and implement the proposed transaction involving Telkom`s stake in
Vodacom Group (Proprietary) Limited ("Vodacom") and to approve the amendments to
Telkom`s articles of association and the Telkom Conditional Share Plan.
Telkom shareholders are advised that at the general meeting which was held
today, 26 March 2009, all the resolutions were passed by the requisite number of
votes. The special resolutions will be registered with the Companies and
Intellectual Property Registration Office in due course.
As set out in the Circular, the implementation of the proposed transaction
remains subject to the fulfillment, or where applicable, waiver, of certain
conditions precedent. A further announcement regarding the fulfillment of the
outstanding conditions precedent and final salient dates and times for the
proposed transaction will be released on SENS and published in the press in due
course.
Pretoria
26 March 2009
Financial advisors to Telkom
JP Morgan Chase Bank, N.A. (Johannesburg Branch) and Vermogen Financial Services
(Pty) Ltd, trading as IDG Financial Services
Transaction sponsor to Telkom
J.P. Morgan Equities Ltd
South African legal advisors to Telkom
Werksmans Inc. and Mchunu Koikanyang Inc.
U.S. legal advisors to Telkom
Paul, Hastings, Janofsky & Walker LLP
Financial advisors to the South African Government
Morgan Stanley South Africa (Pty) Ltd and Rand Merchant Bank, a division of
FirstRand Bank Ltd
Legal advisors 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 cautions 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 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 OR TO OR FOR
THE ACCOUNT OR BENEFIT OF ANY "U.S. PERSON" (WITHIN THE MEANING OF THE U.S.
SECURITIES ACT OF 1933, AS AMENDED) AND SECURITIES MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES OR TO A "U.S. PERSON" ABSENT REGISTRATION OR AN EXEMPTION FROM
REGISTRATION. THERE WILL BE NO PUBLIC OFFERING OF VODACOM SECURITIES IN THE
UNITED STATES THAT WOULD REQUIRE REGISTRATION.
Telkom shareholders who are "U.S. persons" or have an address in the United
States ("U.S. 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
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 U.S. 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 U.S. 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 U.S. 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.
Date: 26/03/2009 16:44:33 Produced by the JSE SENS Department.
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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.
