Thintana Communications LLC (`Thintana`) today announces its intention to sell
up to 83.0 million ordinary shares of Telkom SA Limited (`Telkom`), representing
approx. 14.9% of the outstanding share capital of Telkom through a bookbuilt
offering (the `Offering`).
The Offering will be in the form of a global private placement to South African,
international institutional investors outside the U.S. and to Qualified
Institutional Buyers (`QIBs`) inside the U.S. Bookbuilding is expected to
commence this evening, June 14. The books are expected to close on Thursday,
June 17.
Telkom will not receive any proceeds from the Offering.
Following the Offering, Thintana will hold at least a 15.1% interest in Telkom,
with SBC Communications Inc. (`SBC`) and Telekom Malaysia Berhad, through TM
International Sdn Bhd (together `TMB`), retaining at least a 9% and 6%
beneficial interest in Telkom respectively.
Prior to this Offering, Thintana held a 30% interest in Telkom, of which SBC and
TMB`s beneficial equity interests represented 18% and 12% of Telkom
respectively.
In connection with the Offering, Thintana will enter into a lockup agreement on
its remaining 15.1% holding in Telkom. The lockup agreement will remain
effective until the release of Telkom`s interim financial results for the period
ending September 30, 2004, which is scheduled to take place on November 22,
2004.
As per the terms of the Strategic Services Agreement (the `SSA`) between
Thintana and Telkom, this Offering will not effect any change to the management
services arrangements provided to Telkom by Thintana. On the completion of this
Offering, the number of directors Thintana is entitled to appoint to the Telkom
board will be reduced from five to three.
Deutsche Bank, JPMorgan and UBS Investment Bank are acting as Joint Global
Coordinators and Joint Bookrunners in the transaction.
Contact information:
Deutsche Bank
Marcus Le Grice
Tel: +44 20 7545 6736
JPMorgan
Arjun Khullar
Tel: +44 20 7325 1675
UBS Investment Bank
Jim Renwick
Tel: +44 20 7568 2015
This announcement does not in any manner constitute an invitation to invest or
an advertisement notification, statement or announcement soliciting investment
in the shares of Telkom SA or an offer of securities for sale in the United
States or in any jurisdiction in which such an offer or solicitation is
unlawful. The securities referred to in this announcement have not been and
will not be registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States, except pursuant to registration
or an applicable exemption from registration. No public offering of securities
is being made into the United States.
Within the United Kingdom, this announcement is directed only at persons who
have professional experience in matters relating to investments (all such
persons together being referred to as `relevant persons`). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with relevant
persons.
No prospectus offering securities to the public will be published
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
