As filed with the Securities and Exchange Commission on December 1, 2009
Registration No. 333-102826
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
of
TELKOM SA LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
The Republic of South Africa
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York Mellon
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1.
Name and address of depositary
Introductory Article
2.
Title of American Depositary Receipts and
Face of Receipt, top center
identity of deposited securities
Terms of Deposit:
(i)
The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii)
The procedure for voting, if any,
Articles number 15, 16 and 18
the deposited securities
(iii)
The collection and distribution of
Articles number 4, 12, 13,
dividends
15 and 18
(iv)
The transmission of notices, reports
Articles number 11, 15, 16
and proxy soliciting material
and 18
(v)
The sale or exercise of rights
Articles number 13, 14, 15
and 18
(vi)
The deposit or sale of securities
Articles number 12, 13, 15,
resulting from dividends, splits
17 and 18
or plans of reorganization
(vii)
Amendment, extension or termination
Articles number 20 and 21
of the deposit agreement
(viii)
Rights of holders of Receipts to inspect
Article number 11
the transfer books of the depositary and
the list of holders of Receipts
(ix)
Restrictions upon the right to deposit
Articles number 2, 3, 4, 5, 6,
or withdraw the underlying securities
8, 22 and 25
(x)
Limitation upon the liability
Articles number 14, 18, 19 and 21
of the depositary
3.
Fees and Charges
Articles number 7 and 8
Item - 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement, dated as of March 3, 2003, as amended and restated as of _____________, 2009, among Telkom SA Limited, The Bank of New York Mellon, as Depositary, and all Owners and Beneficial Ownersfrom time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
b.
Form of letter from The Bank of New York to Telkom SA Limited relating to pre-release activities. Filed herewith as Exhibit 2.
c.
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) and (b) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.
e.
Certification under Rule 466. –Not Applicable.
Item - 4.
Undertakings
Previously Filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, December 1, 2009.
Legal entity created by the agreement for the issuance of American Depositary Shares for ordinary shares of Telkom SA Limited.
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. Di Giovanni
Name: Joanne F. Di Giovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Telkom SA Limited has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Johannesburg, South Africa on December 1, 2009.
TELKOM SA LIMITED
By: /s/ I.M. Fourie
Name: I.M. Fourie
Title: Chief of Strategy
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on December 1, 2009.
/s/ Jeff Molobela
______________________________
Name: Jeff Molobela
Name: Sibusiso Luthuli
Non-Executive Chairman and Director
Director
/s/ Reuben September
/s/ Julia Ntombikayise Hope
Name: Reuben September
Name: Julia Ntombikayise Hope
Group Chief Executive Officer and Director
Director
(Principal Executive Officer)
/s/ Peter Nelson
______________________________
Name: Peter Nelson
Name: Dr. Ekwow Spio-Garbrah
Chief Financial Officer and Director
Director
(Principal Financial and Accounting Officer)
________________________________
______________________________
Name: Dr. Victor Lawrence
Name: Brian Molefe
Director
Director
/s/ Reitumetse Jackie Huntley
/s/ Peter Joubert
Name: Reitumetse Jackie Huntley
Name: Peter Joubert
Director
Director
/s/ Brahm du Plessis
/s/ David Barber
Name: Brahm du Plessis
Name: David Barber
Director
Director
Puglisi & Associates
/s/ Donald J. Puglisi
Name: Donald J. Puglisi
Authorized U.S. Representative
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement, dated as of March 3, 2003, as amended and restated as
of ________, 2009, among Telkom SA Limited, The Bank of New York Mellon, as
Depositary, and all Owners and Beneficial Owners from time to time of American
Depositary Shares issued thereunder.
2
Form of letter from The Bank of New York to Telkom SA Limited relating
to pre-release activities.