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Disposal of Swiftnet SOC Limited - Distribution of Circular and Notice of General Meeting
TELKOM SA SOC LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1991/005476/30)
Share code: TKG
JSE bond code: BITEL
ISIN: ZAE000044897
("Telkom" or the "Company")
DISPOSAL OF TELKOM'S MASTS AND TOWERS BUSINESS HOUSED IN SWIFTNET SOC LIMITED -
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. Distribution of Circular
1.1 Shareholders are referred to the terms announcement released on SENS on Friday, 22 March 2024
("Announcement"), relating to the proposed disposal of Telkom's Masts and Towers business housed
in its wholly-owned subsidiary, Swiftnet SOC Limited ("Swiftnet"), subject to the Suspensive
Conditions more fully described in the Announcement ("Disposal").
1.2 A circular containing full details of the Disposal ("Circular") has today been distributed to Telkom
Shareholders that were recorded as such in the Register of the Company on Friday,
12 April 2024. The Circular also incorporates a notice convening a general meeting of Telkom
Shareholders, at which Shareholders will be asked to consider and, if deemed fit, adopt, with or without
modification, the Ordinary Resolution approving implementation of the Disposal.
1.3 The Circular is available on Telkom's website (https://group.telkom.co.za/ir/index.shtml).
1.4 Unless expressly defined, capitalised terms herein have the same meaning given to them in the
Circular.
2. Notice of General Meeting
Notice is hereby given that the General Meeting of Shareholders will be held electronically and in person
at the BCX Multi-Function Room, 1021 Lenchen Avenue North, Centurion at 10:00 (South African
Standard Time) on Friday, 24 May 2024, for the purposes of considering and, if deemed fit, passing, with
or without modification, the Ordinary Resolution required to be approved by Shareholders in order to
authorise and implement the Disposal.
3. Salient dates and times
2024
Notice Record Date, being the date on which a Shareholder must be
recorded in the Register in order to be eligible to receive the Circular and Friday, 12 April
the Notice of General Meeting
Circular, inclusive of Notice of General Meeting and Form of Proxy
(blue), distributed to Shareholders on Monday, 22 April
Last Day to Trade in Shares in order to be eligible to participate and
speak in and vote at the General Meeting (see note 3 below) Tuesday, 14 May
Voting Record Date, being the date on which a Shareholder must be
recorded in the Register in order to be eligible to participate and speak Friday, 17 May
in and vote at the General Meeting (see note 4 below)
For effective administration, completed Forms of Proxy (blue) to be
lodged with the Transfer Secretaries by no later than 10:00 on (see Wednesday, 22 May
notes 5 and 6 below)
General Meeting of Shareholders to be held electronically and in person
at 10:00 on Friday, 24 May
Notes:
(1) All of the above dates and times are South African Standard Time.
(2) The above dates and times are subject to change. Any required changes will be released on SENS.
(3) Shareholders are reminded that Shares can only be traded in Dematerialised form. No orders to
Dematerialise or rematerialise Shares will be processed from the Business Day following the Last Day
to Trade (being Tuesday, 14 May 2024) up to and including the Voting Record Date (being Friday, 17
May 2024), but such orders will again be processed from the first Business Day after the Voting Record
Date.
(4) Only Shareholders who are registered in the Register on Voting Record Date (being Friday, 17 May
2024), will be eligible to participate and speak in and vote at the General Meeting.
(5) Should completed Forms of Proxy (blue) not be lodged with or posted to the Transfer Secretaries by
10:00 on Wednesday, 22 May 2024, they may nevertheless be lodged immediately prior to the
commencement of the General Meeting in accordance with the instructions therein, with the Transfer
Secretaries or the Chairperson at the General Meeting (and are requested to be so lodged by at least
09:30, which is 30 (thirty) minutes prior to the time appointed for commencement of the General
Meeting).
(6) Should the General Meeting be adjourned or postponed for whatever reason, Forms of Proxy (blue)
submitted for the General Meeting will remain valid in respect of any ensuing adjourned or postponed
general meeting.
Monday, 22 April 2024
JSE Sponsor to Telkom
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Legal Advisor to Telkom
Bowman Gilfillan Inc.
Financial Advisor to Telkom
FTI Capital Advisors (DIFC) Limited
Date: 22-04-2024 08:30:00
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