| Mon 13 Sep 2004, 8:36 | | Telkom SA Limited - Repurchase Announcement |
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Telkom SA Limited - Repurchase Announcement
Telkom SA Limited
(Registration Number 1991/005476/06)
ISIN ZAE000044897
JSE and NYSE Share Code TKG
(`Telkom`)
REPURCHASE ANNOUNCEMENT
1. INTRODUCTION
Telkom SA Limited herewith announces the repurchase of a 22,257,886 Telkom
ordinary shares (4.0% of the issued ordinary shares) through the order book
operated by the JSE Securities Exchange South Africa (`JSE`), since and in
accordance with the general authority granted by Telkom shareholders at the
annual general meeting held on 27 January 2004 (`the repurchase`). The
repurchases were effected in accordance with 5.72 (a) of the JSE Listings
Requirements.
2. AUTHORISED REPURCHASE LIMITS
In terms of the special resolution the general authority is limited to a maximum
of 20% of Telkom`s issued share capital. A maximum of 111,406,363 ordinary
shares could be repurchased in terms of the general authority obtained from
shareholders.
3. IMPLEMENTATION
The repurchase of the 22,257,886 Telkom ordinary shares was executed between 24
March 2004 and 9 September 2004, excluding closed periods. No shares were
repurchased between 15 June 2004 and 18 June 2004, the period over which
Thintana Communications LLC placed 14.9% of their shareholding.
Number of ordinary shares repurchased 22,257,886
Value of ordinary shares repurchased 1,714.7
(including costs) (ZAR million)
Highest price paid per ordinary share (ZAR) 82.92
Lowest price paid per ordinary share (ZAR) 73.50
Average price paid per ordinary share 76.74
(excluding costs) (ZAR)
Total number of ordinary shares repurchased to 22,257,886
date by the company in terms of the general
authority
Ordinary shares in issue at 31 March 2004 557,031,819
Ordinary shares in issue on date of this 557,031,819
announcement
Number of shares outstanding in terms of 89,148,477
authority
Percentage of shares outstanding in terms of 16
authority (%)
All the shares have been repurchased by subsidiaries of Telkom and are being
held in the subsidiary companies as treasury stock.
4. SOURCE OF FUNDS
Repurchases to date have been funded from available cash resources.
5. OPINION OF THE DIRECTORS
The directors of Telkom have considered the impact of the repurchases and are of
the opinion that:-
5.1 Telkom and the group will be able, in the ordinary course of business, to
pay their debts for a period of 12 months from the date of this announcement;
5.2 the assets of Telkom and the group will be in excess of the liabilities of
Telkom and the group for a period of 12 months from the date of this
announcement, measured in accordance with the accounting policies used in the
audited annual financial statements for the year ended 31 March 2004;
5.3 the ordinary share capital and consolidated reserves of Telkom and the group
will be adequate for a period of 12 months from the date of this announcement;
and
5.4 the working capital of Telkom and the group will be adequate for a period of
12 months from the date of this announcement.
6. FINANCIAL EFFECTS
As reported Pro %
at 31 March forma2,3 Change
20041
Earnings per share (cents) 812 825 1.6
Headline earnings per share (cents) 864 878 1.7
Net asset value per share (cents) 3983 3849 (3.4)
Tangible net asset value per share 3878 3741 (3.5)
(cents)
Reported results are based on the weighted average shares in issue taking into
account the 3,185,736 purchased prior to 31 March 2004.
Pro forma numbers presented are based on the assumption that the 19,072,150
ordinary shares purchased after 31 March 2004, were purchased on 1 April 2003.
For the purposes of calculating the earnings and headline earnings per share, it
is assumed that all repurchases were financed by excess cash on hand on which
interest was received at an after tax rate of 5% per annum.
Pretoria
10 September 2004
Sponsor: UBS
Transactional Sponsor: Deutsche Securities (SA) (Proprietary) Limited
All statements contained herein, as well as oral statements that may be made by
us or by officers, directors or employees acting on behalf of the Telkom Group,
that are not statements of historical fact constitute `forward-looking
statements` within the meaning of the US Private Securities Litigation Reform
Act of 1995, specifically Section 21E of the U.S. Securities Exchange Act of
1934, as amended. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors that could cause our actual results 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 our actual results or outcomes to differ materially from our
expectations are those risks identified under the caption `Risk Factors`
contained in item 3 of Telkom`s most recent annual report on Form 20-F filed
with the U.S. Securities Exchange Commission (`SEC`) and our other filings with
the SEC, available on Telkom`s website at www.telkom.co.za/ir, including, but
not limited to, increased competition in the South African fixed-line and mobile
communications markets; developments in the regulatory environment; Telkom`s
ability to reduce expenditure, customer non-payments, theft and bad debt, the
outcome of arbitration or litigation proceedings with Telcordia Technologies
Incorporated and others; general economic, political, social and legal
conditions in South Africa and in other countries where Vodacom invests;
fluctuations in the value of the Rand and inflation rates, our ability to retain
key personnel; and other matters not yet known to us or not currently considered
material by us. You should not place undue reliance on these forward-looking
statements. All written and oral forward-looking statements, attributable to us,
or persons acting on our behalf, are qualified in their entirety by these
cautionary statements. Moreover, unless we are required by law to update these
statements, we will not necessarily update any of these statements after the
date hereof either to conform them to actual results or to changes in our
expectations.
Date: 13/09/2004 08:30:09 AM Produced by the JSE SENS Department
