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|
(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. 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
|Number of ordinary shares allocated at R22,40 per ordinary share||Number of ordinary shares allocated at R26,60 per ordinary share|
Applications under the Khulisa offer were allocated in full.
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 2003. 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. 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 2003. 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.
4 March 2003.
Joint global co-ordinators, lead managing underwriters and financial advisors to Government
|Deutsche Bank AG London||J.P. Morgan Securities Ltd.|
|African Harvest Capital (Proprietary) Limited||Standard Corporate and Merchant Bank, a division of The Standard Bank of South Africa Limited|
|Wipcapital (Proprietary) Limited|
|Legae Securities (Proprietary) Limited|
|Schroder Salomon Smith Barney||HSBC|
|Mazwai Securities/Barnard Jacobs Mellet|
|Joint financial advisors to Telkom|
|UBS Warburg Corporate Finance (South Africa) (Proprietary) Limited||AMB Holdings Limited|
|Attorneys to Telkom||Attorneys to Telkom as to United States|
|Werksmans Inc.||Paul, Hastings, Janofsky & Walker LLP|
|Huntley Mdlulwa Inc.|
|Nalane Manaka Attorneys|
|Mukwevho Adekeye Inc.|
|Attorneys to Government as to United States Law.||Legal advisors to Government|
|Skadden, Arps, Slate, Meagher and Flom Limited||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 Accountants (SA)||PricewaterhouseCoopers Inc., Chartered Accountants (SA)|
|KPMG Inc., Chartered Accountants (SA)||Deloitte & Touche, Chartered Accountants|
|Transfer Secretary||Logistics Advisor|
|Computershare Investor Services Limited||Solid Solutions Associates|
|Joint lead Sponsors|
|Deutsche Securities (SA) (Proprietary) Limited||J.P. Morgan Equities Limited|
Date: 04/03/2003 07:24:00 AM Produced by the JSE SENS Department
04/03/2003 Source: JSE NEWS SERVICE