お知らせ • Mar 29
Actis Ohio Fund managed by Actis LLP and Royal Bafokeng Holdings (Pty) Ltd completed the acquisition of Swiftnet Soc Limited from Telkom SA SOC Ltd (JSE:TKG).
Actis Ohio Fund managed by Actis LLP and Royal Bafokeng Holdings (Pty) Ltd entered into an agreement to acquire Swiftnet Soc Limited from Telkom SA SOC Ltd (JSE:TKG) for an enterprise value of ZAR 6.75 billion on March 20, 2024. The Purchase Price will be subject to the following adjustments: (i) positive adjustment for any cash; (ii) if applicable, a negative adjustment for the Continuing Telkom Loan; (iii) negative adjustment for any debt (excluding, inter alia, if applicable, the Continuing Telkom Loan; (iv) if applicable, negative adjustment for capital expenditure; and (v) positive or negative adjustment for working capital, with each of these adjustments to be calculated as at the Effective Date. In addition, interest will accrue on the Total Purchase Price from the Effective Date up to the Closing Date. The net asset value of Swiftnet as at March 31, 2023 was ZAR 806.4 million. The Purchaser will fund the purchase consideration from both equity and third-party debt. The Disposal has the support of the Board, which recommends that Shareholders vote in favour of the resolution to approve the Disposal. The Disposal is subject to the fulfilment or, to the extent permissible, waiver of the following suspensive conditions contained in the Sale Agreement: given that the Disposal constitutes a Category 1 transaction for Telkom in terms of section 9 of the JSE Listings Requirements, Telkom Shareholders having passed an ordinary resolution approving the Disposal; approval for the implementation of the Disposal having been obtained from the South African competition authorities in accordance with the requirements under the Competition Act, 1998; approval for implementation of the Disposal, which results in a change of control of Swiftnet licences, having been obtained from the Independent Communications Authority of South Africa in accordance with the requirements of the Electronic Communications Act, 2005 approval, to the extent necessary, of the applicable regulatory authorities, for the direct and/or indirect capital structure of the Purchaser; the Purchaser having converted their credit approved long-form debt term sheets into acquisition debt financing agreement/s with its third-party lenders for the provision of debt funding for the Disposal, and such agreement/s becoming unconditional in accordance with their terms; the conclusion of a transitional services agreement and amendments to certain operational agreements to which Swiftnet is a party; an amendment of the Existing Shareholder Loan agreement to make provision for the Continuing Telkom Loan, to the extent applicable at the Closing Date; and no material adverse change occurring in accordance with the provisions of the Sale Agreement. The Sale Agreement will take full legal effect on the last day of the month preceding the month in which all of the Suspensive Conditions have been fulfilled or, to the extent legally permissible, waived.
Shareholders are hereby advised that pursuant to the General Meeting of Shareholders of Telkom held on Friday, May 24, 2024, the Ordinary Resolution required to implement the Disposal was approved by the requisite majority of votes. In this regard, Telkom confirms that the voting statistics from the General Meeting were as follows: Total number of Shares in issue 511,140,239, Treasury shares and shares held by a plan, trust or scheme (excluded from voting) 24,486,180 and Total voteable shares 486,654,059. Remaining Suspensive Conditions are Shareholders should note that implementation of the Disposal remains subject to the fulfilment or waiver, if applicable, of other remaining Suspensive Conditions as set out in the Circular, including the regulatory approvals required from the South African Competition Authorities and ICASA. A further announcement will be released in accordance with the JSE Listings Requirements, regarding the fulfilment or waiver, if applicable, of the remaining Suspensive Conditions and implementation of the Disposal. As of August 1, 2024, the transaction has received the approval from the Competition Commission of South Africa. As of September 3, 2024, the transaction has received the approval from the Competition Tribunal of South Africa. The transaction is still subject to approval of the Independent Communications Authority of South Africa (ICASA). For the period ended September 30, 2024, The disposal is still subject to regulatory approval. Telkom is still committed to the sale and expects to conclude this in the next 12 months. As of December 13, 2024, the transaction has been approved by ICASA. The Disposal remains subject to the fulfilment or, to the extent permissible, waiver of the remaining outstanding Suspensive Conditions.
Bowman Gilfillan, Inc. acted as legal advisor and Fti Capital Advisors (Difc) Limited acted as financial advisor to Telkom SA SOC Ltd (JSE:TKG).Webber Wentzel acted as legal advisor to Actis LLP and Royal Bafokeng Holdings (Pty) Ltd. Baker & Mckenzie LLP, London and Baker & Mckenzie LLP, London acted as legal advisors to Actis LLP and Royal Bafokeng Holdings (Pty) Ltd. N.M. Rothschild & Sons Limited acted as legal advisor to Actis LLP and N M Rothschild & Sons (South Africa) (Proprietary) Limited acted as legal advisor to Royal Bafokeng Holdings (Pty) Ltd. Rand Merchant Bank, Itai Capital acted as financial advisors to Actis LLP and Royal Bafokeng Holdings (Pty) Ltd.
Actis Ohio Fund managed by Actis LLP and Royal Bafokeng Holdings (Pty) Ltd completed the acquisition of Swiftnet Soc Limited from Telkom SA SOC Ltd (JSE:TKG) on March 28, 2025.
