| Fri 17 Apr 2009, 17:30 | | TKG - Telkom SA Limited - Revised Salient Dates And Times Announcement |
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TKG
TKG
TKG - Telkom SA Limited - Revised 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")
REVISED SALIENT DATES AND TIMES ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to results of the general meeting announcement dated
26 March 2009, the salient dates and times announcement dated 3 March 2009 and
the circular to shareholders dated 2 March 2009 ("Circular"), regarding the
following inter-conditional transactions:
- The sale by Telkom of a 15% stake in Vodacom Group (Proprietary) Limited
("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");
- The distribution by way of a special dividend to Telkom shareholders of 50%
of the after-tax proceeds from the Sale Transaction, net of any STC levied
thereon ("the Special Dividend");
- The conversion of Vodacom to a public company and the subsequent listing of
Vodacom on the main board of the JSE Limited ("the Listing"); and
- The distribution of Telkom`s remaining 35% stake in 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
("Companies Act") and section 46 of the Income Tax Act 58 of 1962, as amended
("the Unbundling"),
collectively, "the Transaction".
As set out in aforementioned announcements and the Circular, the implementation
of the Transaction was subject to the fulfilment, or where applicable, waiver,
of certain conditions precedent.
Shareholders are advised that the outstanding conditions precedent to the
Transaction have now been fulfilled or waived and that the Transaction is
unconditional. Due to a delay in fulfilment of certain conditions, the
Transaction will be implemented in accordance with the revised timetable set out
in paragraph 2 below.
2. REVISED SALIENT DATES AND TIMES
The revised salient dates and times in respect of the implementation of the
Transaction are set out in the table below:
The Unbundling
Finalisation date, by 12:00 Friday, 8 May 2009
Last day to trade in Telkom shares on Friday, 15 May 2009
the JSE to participate in the
Unbundling
Telkom Depositary Receipt program Monday, 18 May 2009
closed for issuances and cancellations
to correspond to dematerialisation
Telkom shares trade "ex" the Monday, 18 May 2009
entitlement to the unbundled Vodacom
shares and cash proceeds from the sale
thereof from the commencement of
business
Listing of Vodacom on the JSE under the Monday, 18 May 2009
abbreviated name "VODACOM", share code
"VOD" and ISIN of ZAE000132577 from the
commencement of business
Placement of due bills for trading on Wednesday, 20 May 2009
NYSE
Announcement of apportionment of base Wednesday, 20 May 2009
cost for CGT purposes
Record date to participate in the Friday, 22 May 2009
Unbundling
Unbundling effected Monday, 25 May 2009
The Special Dividend
Last day to trade in Telkom shares on Friday, 22 May 2009
the JSE and Telkom ADSs on the NYSE to
participate in the Special Dividend
Telkom shares trade "ex" the Special Monday, 25 May 2009
Dividend from the commencement of
business
Record date to participate in the Friday, 29 May 2009
Special Dividend
Special Dividend paid Monday, 1 June 2009
Notes:
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.
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.
Any changes to the above dates and times will be released on SENS and published
in the press.
Unless otherwise indicated, all times stated above are local times in South
Africa.
Telkom share certificates may not be dematerialised or rematerialised between
Monday, 18 May 2009 and Friday, 29 May 2009, both days inclusive.
The NYSE will determine the "ex" date with respect to the trading of Telkom
ADSs.
Pretoria
17 April 2009
Financial advisers to Telkom
J.P. 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 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 Ltd
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 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: 17/04/2009 17:30:04 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.
