Telkom SA Limited (Registration Number 1991/005476/06) ISIN ZAE JSE and NYSE Share Code TKG ("Telkom") ("Telkom" or the "Company")

Transcription

1 Telkom SA (Registration Number 1991/005476/06) ISIN ZAE JSE and NYSE Share Code TKG ("Telkom") ("Telkom" or the "Company") Announcement relating to the pricing, allocation and results of a global offering by the Government of the Republic of South Africa (the "Government") of ordinary shares in Telkom ("ordinary shares") which comprised: an offering of ordinary shares by the Government to retail and institutional investors in the United States of America ("United States") and to institutional investors outside of the United States, including institutional investors in the Republic of South Africa ("South Africa"), in the form of ordinary shares or American Depositary Shares ("ADSs") at the initial public offering price; and an offering of ordinary shares by the Government to South African retail investors, referred to as the South African retail offering, in the form of ordinary shares, which comprised: o an offering of ordinary shares to individuals in possession of a valid South African identity number and who provided a South African postal address and groups of such individuals, known as stokvels, at a 20% discount to the initial public offering price, rounded down to the nearest SA Cent, referred to as the Khulisa offer and specifically targeted at historically disadvantaged individuals and stokvels consisting only of historically disadvantaged individuals; and o an offering of ordinary shares to individuals in possession of a valid South African identity number and who provided a South African postal address, at a 5% discount to the initial public offering price, rounded down to the nearest SA Cent, for applications for any amount of ordinary shares applied for, referred to as the general offer. This offering was made to individuals only and therefore excluded stokvels.

2 An English copy of a full prospectus (the "JSE prospectus"), issued in compliance with the Listings Requirements of the JSE Securities Exchange, South Africa ("JSE") and the South African Companies Act, 1973 (Act 61 of 1973) as amended (the "Companies Act") as well as a summary prospectus (the "summary prospectus"), were both registered by the South African Registrar of Companies on 29 January 2003, in terms of section 155 (1) of the Companies Act. This announcement does not constitute a prospectus and is issued merely for record purposes in connection with the global offering. Words and expressions defined in the JSE prospectus have the same meaning when used in this announcement, unless the context requires otherwise. In connection with the global offering, Deutsche Bank AG London or its affiliates, in consultation with J.P. Morgan Securities Ltd., may for the account of the underwriters, over-allot or effect transactions with a view to supporting the market price of Telkom`s ordinary shares or ADSs at a level higher than that which might otherwise prevail for a limited period after the commencement of conditional trading. However, there is no obligation to do so. Such action, if commenced, may be discontinued at any time, provided two business days notice is given to the JSE, but may under no circumstances continue beyond the 30th calendar day after the date of the listing of the ordinary shares on the JSE. 1. Results of the global offering The global offering raised approximately R3,9 billion and comprised approximately 139,257,954 ordinary shares in aggregate, assuming no exercise of the over-allotment option. Of such number, approximately 127,244,962 ordinary shares have been allocated to retail and institutional investors in the United States and to institutional investors outside of the United States, including institutional investors in South Africa, approximately 4,967,914 ordinary shares have been allocated in the Khulisa offer and approximately 7,045,078 ordinary shares have been allocated in the general offer. 2. Pricing and offer statistics The following offer statistics reflect the results of the global offering based on a total offering: Initial public offering price R28.00 Khulisa offer price (1) R22.40 General offer price (2) R26.60 Number of ordinary shares sold (3) R139,257,954 Market capitalisation at initial public offering price R15,6 billion Notes: (1) At a 20% discount to initial public offering price. (2) At a 5% discount to initial public offering price. (3) Assumes no exercise of over-allotment option.

3 3. Allocations under the Khulisa offer and the general offer Ordinary shares have been allocated under the Khulisa offer and general offer as follows: Amount validly applied for Khulisa offer Number of ordinary shares allocated at R22,40 per ordinary share Individuals Stokvels General offer Number of ordinary shares allocated at R26,60 per ordinary share R R R R R R R R R R R R R R R R R R R Khulisa offer: Applications under the Khulisa offer were allocated in full. General offer: Applications under the general offer were allocated in full, subject to a maximum of R2 million per application. Shareholder statements to successful applicants and, if applicable, refund cheques will be despatched from Tuesday, 11 March The allocations are conditional on the listing of the ordinary shares on the JSE and the ADSs on the New York Stock Exchange. Conditional trading in the ordinary shares on the JSE is expected to commence at 09:00 on Tuesday, 4 March 2003, and unconditional trading is expected to commence on Friday, 7 March 2003.

4 4. Commencement of listing and conditional dealing on JSE and on the New York Stock Exchange The JSE has agreed to list the ordinary shares in the "Telecommunications Services" sector of the JSE list under the symbol "TKG" with effect from 09:00 on Tuesday, 4 March Telkom`s short name during the period of conditional trading will be "TELKOMPRE". The ADSs have been approved for listing on the New York Stock Exchange, subject to official notice of issuance, with conditional trading from 09:30 (NY time) on Tuesday, 4 March 2003 under the symbol "TKG". If the global offering is terminated for any reason, all transactions which take place during the period of conditional trading will be void and neither the JSE, the Government, Telkom nor the joint global co-ordinators shall have any responsibility or liability to any person for any loss or damages of whatever nature and howsoever arising as a result of such termination. Telkom is conducting a global offering of ordinary shares by the Government through a United States and international offering and the South African retail offering. This announcement does not constitute an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Telkom intends to register all or a portion of the proposed offering in the United States. Any public offering of shares to be made in the United States must be made by means of a prospectus that may be obtained from Telkom or the Government and will contain detailed information about Telkom and its management as well as its financial statements. Any investment decision should be based on the prospectus to be published in connection with the global offering. Pretoria, 4 March Joint global co-ordinators, lead managing underwriters and financial advisors to Government Deutsche Bank AG London African Harvest Capital (Proprietary) Co-lead underwriters Schroder Salomon Smith Barney UBS Warburg UBS Warburg Corporate Finance (South Africa) (Proprietary) Attorneys to Telkom Werksmans Inc. J.P. Morgan Securities Ltd. Standard Corporate and Merchant Bank, a division of The Standard Bank of South Africa Wipcapital (Proprietary) Legae Securities (Proprietary) Co-managers HSBC Investec Mazwai Securities/Barnard Jacobs Mellet Joint financial advisors to Telkom AMB Holdings Attorneys to Telkom as to United States Paul, Hastings, Janofsky & Walker LLP

5 Huntley Mdlulwa Inc. Maponya Inc. Qunta Inc, Nalane Manaka Attorneys Mukwevho Adekeye Inc. Attorneys to Government as to United States Law. Skadden, Arps, Slate, Meagher and Flom Legal advisors to Government Edward Nathan & Friedland (Proprietary) US and International legal advisors to joint global co-ordinators, lead managing underwriters and financial advisors to Government Freshfields Bruckhaus Deringer. Attorneys to joint global co-ordinators, lead managing underwriters and financia advisors to Government Deneys Reitz Inc. Chuene, Kwinana & Motsatse Inc. Auditors and Reporting Accountants To Telkom To Vodacom Ernst & Young, Chartered PricewaterhouseCoopers Inc., Chartered Accountants (SA) Accountants (SA) KPMG Inc., Chartered Accountants Deloitte & Touche, Chartered Accountants (SA) Transfer Secretary Logistics Advisor Computershare Investor Services Solid Solutions Associates Joint lead Sponsors Deutsche Securities (SA) (Proprietary) J.P. Morgan Equities Date: 04/03/ :24:00 AM Produced by the JSE SENS Department 04/03/2003 Source: JSE NEWS SERVICE