| Tue 22 Jul 2008, 8:00 | | DDT - Dimension Data Holdings Plc - Proposed underwritten placing of new |
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DDT
DIDDT
DDT - Dimension Data Holdings Plc - Proposed underwritten placing of new
ordinary shares to raise approximately GBP60.2m
Dimension Data Holdings Plc
Incorporated in Great Britain under the Companies Act 1985
Registration Number: 3704278
Share Code: DDT
Issuer code: DIDDT
ISIN number: GB0008435405
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL
22 July 2008
Dimension Data Holdings plc
Proposed acquisition of the outstanding shares in Datacraft Asia Limited
("Datacraft Asia") that Dimension Data Holdings plc ("Dimension Data" or the
"Company") does not already own (the "Acquisition")
Proposed underwritten placing of new ordinary shares to raise approximately
GBP60.2m
Summary
Proposed acquisition of the outstanding shares in Datacraft Asia that
Dimension Data does not already own at a price of US$1.33 per Datacraft Asia
share in cash
Acquisition to be effected by way of a scheme of arrangement under Section
210 of the Companies Act, Chapter 50 of Singapore
Strategic rationale for the Acquisition:
Increase the Dimension Data group`s exposure to attractive growth markets
through full ownership of one of the leading information technology services
and solutions provider in Asia-Pacific
Strengthen Datacraft Asia`s position in the market by improving its access
to group-wide resources and enable it to react faster to available
opportunities
Improve group-wide operating efficiency and eliminate certain public company
costs
Eliminate Datacraft Asia`s public listing which no longer serves a material
purpose
Offers Datacraft Asia shareholders the opportunity to realise their
investment at an attractive price
Total consideration of approximately US$276m to be funded from a combination
of internal cash resources and placing of new ordinary shares
Placing of approximately 136m new ordinary shares to raise approximately
GBP60.2m is fully underwritten by R&V, a subsidiary of VenFin Limited, and
Allan Gray (on behalf of its clients)
Application will be made for the new ordinary shares to be admitted to the
Official List of the UK Listing Authority and to be admitted to trading by
the London Stock Exchange on its main market for listed securities.
Application will also be made to the JSE for admission of the new ordinary
shares on the list of securities kept by the JSE
Brett Dawson, CEO of Dimension Data commented, "We are excited about the
opportunity to acquire the remaining shares of Datacraft, taking into
consideration the growth prospects in Asia and the competitive landscape in
our industry. Integrating Datacraft as a wholly-owned subsidiary will
provide greater flexibility and place us in a better position to capture
market opportunities."
This summary should be read in conjunction with the full text of this
Announcement.
Appendix I sets out the terms and conditions of the Placing.
Appendix II sets out the definitions used in this Announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL
22 July 2008
Dimension Data Holdings plc
Proposed acquisition of the outstanding shares in Datacraft Asia Limited
("Datacraft Asia") that Dimension Data Holdings plc ("Dimension Data" or the
"Company") does not already own (the "Acquisition")
Proposed underwritten placing of new ordinary shares to raise approximately
GBP60.2m
Introduction
Dimension Data is pleased to announce a proposed acquisition of the
outstanding shares in Datacraft Asia that Dimension Data does not already
own at a price of US$1.33 per Datacraft Asia share in cash for a total
consideration of approximately US$276m.
The Acquisition is proposed to be effected by way of a scheme of arrangement
under Section 210 of the Companies Act, Chapter 50 of Singapore (the
"Scheme"). In consideration of the transfer of each Datacraft share under
the Scheme, eligible shareholders will receive an aggregate of US$1.33 in
cash. This per share consideration will be comprised of approximately
US$1.09 in cash from Dimension Data and approximately US$0.24 in cash
through a capital distribution from Datacraft Asia. For the avoidance of
doubt, Dimension Data and its related corporations will not be entitled to
the capital distribution. Documentation in respect of the Scheme will be
posted to Datacraft Asia shareholders in due course but it is currently
anticipated that the Scheme would, subject to Datacraft Asia shareholder
approval and the approval of the High Court of the Republic of Singapore,
complete in Q4 of this calendar year.
Further details on the Acquisition and the Scheme are set out in the
Acquisition Announcement dated 22 July 2008 released by Dimension Data and
Datacraft Asia earlier today.
The Acquisition is to be funded by a combination of internal cash resources
and the Placing. The Placing is intended to raise approximately GBP60.2m
through the issue of the Placing Shares. The Placing is fully underwritten
by R&V, a subsidiary of VenFin Limited, and Allan Gray (on behalf of its
clients) (the "Underwriters").
The Placing is conditional on Admission occurring not later than 8:00 a.m.
on 25 July 2008 (or such later date as the Company, JPMorgan Cazenove and
the Underwriters may agree but not later than the Longstop Date).
Settlement for the Placing Shares issued pursuant to the Placing, as well as
Admission, is expected to take place on a "T+3" basis on 25 July 2008.
Background to and reasons for the Acquisition
Dimension Data was founded in 1983 and in the year ended 30 September 2007
had revenues of approximately US$3.8bn. It is a specialist IT services and
solutions provider that helps its 6,000 clients plan, build, support and
manage their IT infrastructures. By continually building on its knowledge
and expertise in IT infrastructure technologies, Dimension Data has become a
recognised global leader in the provision and management of specialist IT
infrastructure solutions. Drawing on its experience in network integration,
security, converged communications, data centres and storage, contact centre
and Microsoft technologies, Dimension Data delivers a full lifecycle of IT
services. Today, the Dimension Data group is positioned at the forefront of
networking and communications in nearly 40 countries around the world and
employs in excess of 10,600 highly skilled employees. Dimension Data is a
recognised industry leader with 80 industry awards in 2007, has a primary
listing on the London Stock Exchange and is also listed on the JSE.
Datacraft Asia was incorporated in Singapore on 29 March 1993 and was listed
on the Main Board of the SGX-ST in 1995. Datacraft Asia is an independent IT
services and solutions provider in Asia-Pacific. As a pioneer in systems and
network integration, Datacraft Asia has designed, implemented and managed
network infrastructure for many global corporations and leading service
providers, as well as the equivalent of the "Fortune 200 companies" in every
country throughout Asia-Pacific. For the year ended 30 September 2007, the
Datacraft Asia group generated revenues of US$580.8m, had a pre-tax profit
of US$41.2m and had gross assets of US$348.7m. Dimension Data presently
holds approximately 55.1 per cent. of Datacraft Asia. Datacraft Asia is
headquartered in Singapore and has more than 50 major offices and over 1,450
employees across 13 Asia-Pacific markets.
Dimension Data has held a majority stake in Datacraft Asia since 1997,
during which time there has been an increasing alignment of the strategic
and operating models of both companies. Dimension Data continues to pursue
its strategy of driving profitable growth from its global presence and
believes that it would gain increased exposure to attractive growth markets
through full ownership of one of the leading information technology services
and solutions provider in Asia-Pacific.
Dimension Data believes that Datacraft Asia`s leadership position in Asian
markets will be strengthened by bringing it fully within the Dimension Data
group, offering it the opportunity to leverage more effectively the
resources of the wider group and capitalise on opportunities in the market.
Dimension Data believes that, if privatised, Datacraft Asia`s management
will be able to react faster with greater flexibility to available
opportunities internationally and accelerate its growth in key markets.
As a listed entity, Datacraft Asia incurs listing, compliance and other
related costs associated with continuing listing requirements under the
listing rules. Datacraft Asia`s public listing no longer serves a material
purpose as Datacraft Asia has not raised any funds from the capital markets
since the year 2000, and with US$162.7m in cash and cash equivalents on the
balance sheet as at 31 March 2008, being the end of the second quarter for
the financial year ending 30 September 2008, there is no foreseeable
requirement to do so. Further, since being excluded from the MSCI Singapore
Index in mid-2006, Datacraft Asia has experienced a reduced level in the
trading of Datacraft Asia shares, with average daily traded volume over the
last 12 months down approximately 92 per cent. on the average daily traded
volume in the three years prior to June 2006. The low trading liquidity of
the Datacraft Asia shares limits the purpose of its public listing and
reduces the effectiveness of its employee incentive schemes.
If privatised, efficiencies would result from greater sharing of services
and resources with Dimension Data`s other strategic business units. In
particular, Dimension Data and Datacraft Asia would be better able to freely
transfer intellectual property, share best practices and ensure unfettered
staff mobility within the enlarged group. Similarly, Dimension Data and
Datacraft Asia will be able to fully align their businesses to increase
operational efficiencies. Management of group-wide cashflows and capital
structure would also be significantly improved.
The Scheme provides an opportunity for Datacraft Asia shareholders, other
than Dimension Data itself, to realise their investment in Datacraft Asia
for cash at an attractive premium to recent market prices. The price payable
per Datacraft Asia Share under the Scheme represents a 33 per cent. premium
over the volume weighted average of transacted prices of the Datacraft Asia
Shares on the SGX-ST of US$1.00 over the last three months prior to the date
of this Announcement.
Dimension Data has agreed to make an appropriate proposal to holders of
Datacraft Asia Options in connection with the Scheme. This proposal will
preserve the position of the holders of Datacraft Asia Options and continue
to encourage their contribution and sense of belonging in Dimension Data.
Dimension Data has been integrally involved with Datacraft Asia for 11 years
and, in the event the Scheme becomes effective, anticipates minimal changes
in the operations of Datacraft Asia. Dimension Data intends to continue
Datacraft Asia`s services and solutions portfolio and maintain its go-to-
market strategy, which are already closely aligned to that of Dimension
Data. Dimension Data believes that Datacraft Asia has a strong and
experienced management team and committed employees who are a key and valued
component of the Dimension Data group and therefore also does not anticipate
any change in the management and reporting structure or envision any
retrenchments. Save as disclosed above, Dimension Data has no near-term
plans, in the event that the Scheme becomes effective, to (a) introduce any
major changes to the businesses of the Datacraft Asia group, (b) make any
major disposal or redeployment of assets (including the fixed assets of the
Datacraft Asia group) or (c) discontinue the employment of the employees of
the Datacraft Asia group.
The Placing
The Placing will be effected by way of an accelerated bookbuilding to be
managed by JPMorgan Cazenove as sole bookrunner and joint lead manager and
JPMSL as joint lead manager. The Placing is fully underwritten by the
Underwriters at a price of 44.25 pence per ordinary share, and is subject to
the terms and conditions set out in Appendix I.
The issue of 136,121,909 Placing Shares is expected to raise approximately
GBP60.2m before expenses and represents an increase of approximately 8.7% in
Dimension Data`s current issued share capital. The books will open with
immediate effect. The timing of the closing of the books, pricing and
allocations is at the absolute discretion of JPMorgan Cazenove. Details of
the results of the Placing will be announced by the Company as soon as
practicable after the close of the bookbuild.
VenFin Limited (through R&V and its other subsidiaries holding Dimension
Data shares) and Allan Gray currently own 21.3% and 22.9% respectively of
the outstanding share capital of Dimension Data.
The Placing is conditional on Admission occurring not later than 8:00 a.m.
on 25 July 2008 (or such later date as the Company, JPMorgan Cazenove and
the Underwriters may agree but not later than the Longstop Date).
Settlement for the Placing Shares issued pursuant to the Placing, as well as
Admission, is expected to take place on a "T+3" basis on 25 July 2008.
The Placing Shares will, when issued, be issued credited as fully paid and
will rank pari passu in all respects with the existing ordinary shares of
Dimension Data, including the right to receive all dividends and other
distributions declared, made or paid after the date of the issue.
Application will be made for the Placing Shares to be admitted to the
Official List and to be admitted to trading by the London Stock Exchange on
its main market for listed securities. Application will also be made to the
JSE for admission of the Placing Shares on the list of securities kept by
the JSE and it is expected that such admission will take place shortly
following Admission.
By choosing to participate in the Placing by making an oral and legally
binding
offer to acquire Placing Shares, investors will be deemed to have read and
understood this Announcement in its entirety (including Appendix I) and to
be
making such offer on the terms and conditions contained herein and to be
providing the representations, warranties and acknowledgements and
undertakings contained in Appendix I to this Announcement.
This Announcement is for information purposes only and does not constitute
an offer or invitation to acquire or dispose of any securities or investment
advice in any jurisdiction.
Past performance is no guide to future performance and persons needing
advice
should consult an independent financial adviser.
For further information:
Dimension Data Holdings plc
Karen Cramer +44 207 651 7017
Kevin Handelsman +27 11 575 3632
JPMorgan Cazenove Limited
Michael Wentworth-Stanley +44 207 588 2828
David Harvey-Evers
Thomas White
Greg Chamberlain (Syndication)
This Announcement and the information contained herein are not for
publication or distribution, directly or indirectly, to persons in the
United States, Canada, Australia or Japan or in any jurisdiction in which
such publication or distribution is unlawful.
This Announcement is not an offer of securities for sale in the United
States. Placing Shares may not be offered or sold in the United States
absent registration under the Securities Act or an exemption from, or in a
transaction not subject to, the registration requirements of the of the
Securities Act. The Company has not and does not intend to offer any
securities to the public in the United States. No money, securities or
other consideration from any person inside the United States is being
solicited and, if sent in response to the information contained in this
Announcement, will not be accepted.
This Announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in any
jurisdiction, including, without limitation, the United States, Canada,
Australia or Japan, in which such offer or solicitation is or may be
unlawful. The Placing Shares referred to in this Announcement have not been
and will
not be registered under the Securities Act or with any securities regulatory
authority of any State or other jurisdiction of the United States, and may
not be offered, sold or transferred within the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. The Placing Shares are not being offered
and sold in the United States.
The distribution of this Announcement and the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law and persons
into whose possession any document or other information referred to herein
comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
The Joint Lead Managers, which are authorised and regulated in the United
Kingdom by the Financial Services Authority, are acting exclusively for the
Company and no one else in connection with the Acquisition, the Placing and
the other matters referred to in this Announcement. The Joint Lead Managers
will not regard any other person as their client and will not be responsible
to anyone other than the Company for providing the protections afforded to
their respective clients nor for giving advice in relation to the Placing
and the other matters referred to herein.
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including inter alia
the terms "believes", "plans", "expects", "may", "will", or "should" or, in
each case, their negative or other variations or comparable terminology.
These forward-looking statements include matters that are not historical
facts and include statements regarding the Company`s intentions, beliefs or
current expectations concerning, among other things, the Company`s results
of operations, financial condition, liquidity, prospects, growth,
strategies, the outlook for relevant markets and the proposed Acquisition
and Placing. By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances. A number
of factors could cause actual results and developments to differ materially
from those expressed or implied by the forward-looking statements. Forward-
looking statements may and often do differ materially from actual results.
Any forward-looking statements in this Announcement reflect the Company`s
view with respect to future events
as at the date of this Announcement and are subject to risks relating to
future events and other risks, uncertainties and assumptions relating to the
Company`s operations, results of operations, growth strategy and liquidity.
Save as required by relevant law or regulation, the Company undertakes no
obligation publicly to release the results of any revisions to any forward-
looking statements in this Announcement that may occur due to any change in
its expectations or to reflect events or circumstances after the date of
this Announcement. Information in this Announcement or any of the documents
relating to the Acquisition or the Placing should not be relied upon as a
guide to
future performance.
This Announcement has been issued by, and is the sole responsibility of,
the Company. The directors of Dimension Data (including any director who may
have delegated detailed supervision of this Announcement) have taken all
reasonable care to ensure that the facts stated and opinions expressed in
this Announcement (other than those relating to Datacraft Asia, R&V, VenFin
Limited, Allan Gray and the Joint Lead Managers) are fair and accurate and
that no material facts have been omitted from this Announcement, and they
jointly and severally accept responsibility accordingly. Where any
information has been extracted from published or publicly available sources,
the sole responsibility of the directors of Dimension Data has been to
ensure through reasonable enquiries that such information is accurately
extracted from such sources or, as the case may be, reflected or reproduced
in this Announcement. The Joint Lead Managers and their Affiliates and
agents shall have no
liability for any information contained in this Announcement
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND (1) ARE "QUALIFIED INVESTORS" AS DEFINED IN
SECTION 86(7) OF FSMA, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2.1(e)(i), (ii) OR (iii) OF THE PROSPECTUS DIRECTIVE AND (2) IN THE UNITED
KINGDOM FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE ORDER OR
ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER OR TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN (AND THE ANNOUNCEMENT OF WHICH IT FORMS PART) MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES
IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. PERSONS DISTRIBUTING THIS APPENDIX (AND THE ANNOUNCEMENT
OF WHICH IT FORMS PART) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN DIMENSION DATA HOLDINGS PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND, ABSENT REGISTRATION, MAY NOT BE
OFFERED OR SOLD IN
THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR AS A PART OF A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES.
THIS ANNOUNCEMENT IS NOT INTENDED TO BE AND DOES NOT CONSTITUTE AN OFFER TO
THE PUBLIC AS CONTEMPLATED IN SECTION 142 OF THE SOUTH AFRICAN COMPANIES ACT
61 OF 1973 (AS AMENDED). IN SOUTH AFRICA IT IS ONLY DIRECTED AT:
(1) BANKS, MUTUAL BANKS OR INSURERS AS REGISTERED UNDER THE APPLICABLE
SOUTH AFRICAN LEGISLATION OR A WHOLLY-OWNED SUBSIDIARY OF A REGISTERED BANK,
MUTUAL BANK OR INSURER ACTING IN AN AGENCY CAPACITY AS AN AUTHORISED
PORTFOLIO MANAGER FOR A REGISTERED PENSION FUND OR AS A MANAGER FOR A
REGISTERED COLLECTIVE INVESTMENT SCHEME; AND/OR
(2) ADDRESSEES ACTING AS PRINCIPALS WHO ARE WILLING TO SUBSCRIBE FOR SHARES
TO A VALUE OF AT LEAST SOUTH AFRICAN RAND 100,000,
OTHER THAN ANY SHARES THAT ARE TAKEN UP BY ALLAN GRAY ON BEHALF OF ITS
CLIENTS AS UNDERWRITER. SOUTH AFRICAN SUBSCRIBERS (WHO COMPLY WITH THESE
SELLING RESTRICTIONS) WILL ONLY BE ENTITLED TO SUBSCRIBE FOR SHARES ON THE
COMPANY`S SHARE REGISTER IN LONDON AND NOT ON THE COMPANY`S SOUTH AFRICAN
BRANCH REGISTER.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS ONLY ADDRESSED TO,
AND DIRECTED AT, PERSONS IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED
INVESTORS (AS DEFINED ABOVE).
By participating in the Bookbuilding and the Placing, Placees will be deemed
to have read and understood this Appendix in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, agreements, acknowledgements and undertakings contained herein.
Capitalised terms used in this Appendix but not otherwise defined, shall
have the meaning given to them in the section entitled "Definitions" at
Appendix II.
In particular each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
2. in the case of a Relevant Person in a Relevant Member State who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor; and
(b) in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 3(2) of the Prospectus
Directive:
(i) the Placing Shares acquired by it in the Placing have not been acquired
on behalf of, nor have they been acquired with a view to their offer or
resale to, persons in any Relevant Member State other than Qualified
Investors or in circumstances in which the prior consent of JPMorgan
Cazenove has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in
any member state of the EEA other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the Prospectus Directive as
having been made to such persons;
3. in the case of a Placee in South Africa, it:
(a) is a bank, mutual bank or insurer as registered under the applicable
South African legislation or a wholly-owned subsidiary of a registered bank,
mutual bank or insurer acting in an agency capacity as an authorised
portfolio manager for a registered pension fund or as a manager for a
registered collective investment scheme; and/or
(b) is acting as principal and is subscribing for Placing Shares to a value
of at least South African Rand 100,000; and
4. it is acquiring the Placing Shares outside the United States in an
"offshore transaction" (within the meaning of Regulation S, a safe harbour
from registration under the Securities Act promulgated thereunder).
This Announcement (including this Appendix) is not an offer of securities
for sale in the United States. Placing Shares may not be offered or sold in
the United States absent registration under the Securities Act or an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. The Company has not offered and does not
intend to offer any securities to the public in the United States. No money,
securities or other consideration from any person inside the United States
is being solicited and, if sent in response to the information contained in
this Announcement, will not be accepted.
This Announcement (including this Appendix) does not constitute an offer to
sell or issue or the solicitation of an offer to buy or subscribe for
Placing Shares in any jurisdiction, including, without limitation, the
United States, Canada, Australia or Japan, in which such offer or
solicitation is or may be unlawful. This Announcement and the information
contained herein are not for publication or distribution, directly or
indirectly, to persons in the United States, Canada, Australia or Japan or
in any jurisdiction in which such publication or distribution is unlawful.
The Placing Shares referred to in this Announcement have not been and will
not be registered under the Securities Act or with any securities regulatory
authority of any State or other jurisdiction of the United States, and may
not be offered, sold or transferred within the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. The Placing Shares are not being offered
and sold in the United States. The Placing Shares are being offered and sold
outside the United States in reliance on Regulation S.
The distribution of this Announcement and the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, the Joint Lead Managers, the Underwriters or
any of their respective Affiliates that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and the Joint
Lead Managers to inform themselves about and to observe any such
restrictions.
In this Appendix, unless the context otherwise requires, the "Company" means
Dimension Data Holdings plc and "Placee" includes a person (including
individuals, funds or others) on whose behalf a commitment to acquire
Placing Shares has been given.
No prospectus
No prospectus or other offering document has been or will be submitted to be
approved by the FSA or any other authority in relation to the Placing and
the Placees` commitments will be made solely on the basis of the information
contained in this Announcement, the ABO Closing Announcement, the
Acquisition Announcement and the Publicly Available Information. Each
Placee, by participating in the Placing, agrees that it has neither received
nor relied on any information, representation, warranty or statement made by
or on behalf of the Joint Lead Managers, the Company, the Underwriters or
any other person other than the Publicly Available Information and neither
the Joint Lead Managers, the Company, the Underwriters nor any person acting
on such person`s behalf nor any of their Affiliates has or shall have any
liability for any Placee`s decision to accept this invitation to participate
in the Placing based on any other information, representation, warranty or
statement. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company
and Datacraft Asia in accepting a participation in the Placing. Nothing in
this paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing and Underwriting Agreement and the Placing Shares
The Joint Lead Managers and the Underwriters have entered into the Placing
and Underwriting Agreement with the Company under which:
(a) the Joint Lead Managers have undertaken to arrange the Placing and use
their reasonable endeavours to procure Placees for the Placing Shares at the
Placing Price; and
(b) the Underwriters have undertaken to underwrite the Placing at the
Placing Price, each on the terms and subject to the conditions set out in
the Placing and Underwriting Agreement.
The Placing Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary Shares,
including the right to receive all dividends and other distributions
declared, made or paid in respect of such Ordinary Shares after the date of
issue of the Placing Shares.
The allotment and issue of the Placing Shares will be made by the Company to
Placees procured by the Joint Lead Managers (or, if applicable, to the
Underwriters) in consideration for the transfer to the Company of certain
shares in a Jersey incorporated company by JPMorgan Cazenove.
Application for admission to listing and trading
Application will be made to the FSA and to the London Stock Exchange for
Admission. It is expected that Admission will take place on or before the
Longstop Date. Application will also be made to the JSE for admission of the
Placing Shares on the list of securities kept by the JSE and it is expected
that such admission will take place shortly following Admission.
Bookbuilding
The Joint Lead Managers will today commence the Bookbuilding to determine
demand for participation in the Placing by Placees. This Appendix gives
details of the terms and conditions of, and the mechanics of participation
in, the Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
The Joint Lead Managers shall be entitled to effect the Placing by such
alternative method to the Bookbuilding as they may, in their sole
discretion, determine.
Principal terms of the Bookbuilding and Placing
1. The Joint Lead Managers (whether through themselves or any of their
Affiliates) are arranging the Placing as agents of the Company.
Participation in the Placing will only be available to persons who may
lawfully be, and are, invited by the Joint Lead Managers to participate.
2. The Bookbuilding will be at the Placing Price and shall be payable to
the Joint Lead Managers by all Placees. The results of the Bookbuilding are
expected to be announced by 5:00 p.m today via a Regulatory Information
Service, although JPMorgan Cazenove reserves the right, at its sole
discretion, to close the books earlier.
3. To bid in the Bookbuilding, Placees should communicate their bid by
telephone to their usual sales contact at the Joint Lead Managers. Each bid
should state the number of shares in the Company which a prospective Placee
wishes to acquire at the Placing Price. Bids may be scaled down by JPMorgan
Cazenove on the basis referred to in paragraph 6 below.
4. The Bookbuilding is expected to close no later than 4:30 p.m. on 22
July 2008 but may be closed earlier or later at the discretion of JPMorgan
Cazenove. JPMorgan Cazenove may, at its sole discretion, accept bids that
are received after the Bookbuilding has closed. The Company reserves the
right to reduce or seek to increase the amount to be raised pursuant to the
Placing, in its discretion.
5. Allocations will be confirmed orally by the Joint Lead Managers
following the close of the Placing and a trade confirmation will be
despatched as soon as possible thereafter. A Joint Lead Manager`s oral
confirmation will constitute an irrevocable legally binding commitment upon
a person who has made a bid (who at that point will become a Placee) in
favour of the Joint Lead Managers and the Company, under which it agrees to
subscribe for the number of Placing Shares allocated to it at the Placing
Price on the terms and conditions set out in this Appendix and in accordance
with the Company`s memorandum and articles of association.
6. Subject to paragraph 4 above, JPMorgan Cazenove may choose to accept
bids, either in whole or in part, on the basis of allocations determined at
its discretion (in consultation with the Company) and may scale down any
bids for this purpose on such basis as it may determine. JPMorgan Cazenove
may also, notwithstanding paragraphs 4 and 5 above, (a) allocate Placing
Shares after the time of any initial allocation to any person submitting a
bid after that time and (b) allocate Placing Shares after the Bookbuilding
has closed to any person submitting a bid after that time.
7. A bid in the Bookbuilding will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and, except with the consent of the Joint Lead
Managers, will not be capable of variation or revocation after the time at
which it is submitted. Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to JPMorgan Cazenove or JPMSL, to
pay to JPMorgan Cazenove or JPMSL (or as JPMorgan Cazenove or JPMSL may
direct) in cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares such Placee has agreed to acquire. Each
Placee`s obligations will be owed to the Company and to the Joint Lead
Managers.
8. Except as required by law or regulation, no press release or other
announcement will be made by the Joint Lead Managers or the Company using
the name of any Placee (or its agent), in its capacity as Placee (or agent),
other than with such Placee`s prior written consent.
9. Irrespective of the time at which a Placee`s allocation(s) pursuant to
the Placing is/are confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement".
10. All obligations under the Bookbuilding and Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis referred to
below under "Termination of the Placing".
11. By participating in the Bookbuilding, each Placee will agree that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
12. To the fullest extent permissible by law, neither the Joint Lead
Managers, the Underwriters nor any of their respective Affiliates shall have
any liability to Placees (or to any other person whether acting on behalf of
a Placee or otherwise). In particular, neither the Joint Lead Managers, the
Underwriters nor any of their respective Affiliates shall have any liability
(including, to the extent permissible by law, any fiduciary duties) in
respect of the Joint Lead Managers` conduct of the Bookbuilding or of such
alternative method of effecting the Placing as the Joint Lead Managers, the
Underwriters and the Company may agree.
Registration and Settlement
Settlement of transactions in the Placing Shares following Admission will
take place within the CREST system (in pounds sterling only). Settlement
will be on a delivery versus payment basis. However, in the event of any
difficulties or delays in the admission of the Placing Shares to CREST or
the use of CREST in relation to the Placing, the Company, the Joint Lead
Managers and the Underwriters may agree that the Placing Shares should be
issued in certificated form. The Joint Lead Managers reserve the right to
require settlement of the Placing Shares, and to deliver the Placing Shares
to Placees, by such other means as they deem necessary if delivery or
settlement to Placees is not possible or practicable within the CREST system
or would not be consistent with regulatory requirements in a Placee`s
jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to it at the
Placing Price, the aggregate amount owed by such Placee to the relevant
Joint Lead Manager and settlement instructions. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is
completed in accordance with either the standing CREST or certificated
settlement instructions that it has in place with the relevant Joint Lead
Manager.
It is expected that settlement will be on 25 July 2008 on a T+3 basis,
unless otherwise notified by the Joint Lead Managers in accordance with the
instructions set out in the trade confirmation.
Interest is chargeable daily on payments not received on the due date in
accordance with the arrangements set out above, in respect of either CREST
or certificated deliveries, at the rate of 2 percentage points above the
prevailing LIBOR as determined by the Joint Lead Managers.
If Placees do not comply with their obligations and fail to acquire on the
Closing Date the Placing Shares conditionally allotted to such Placees, upon
the terms of and subject to the conditions of the Placing and Underwriting
Agreement, the Underwriters (as principal) may, at the sole discretion of
the Joint Lead Managers, acquire such number of Placing Shares on the
Closing Date and such Placees are deemed to agree to such an arrangement.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the trade confirmation is copied and
delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee`s name or that of its
nominee or in the name of any person for whom a Placee is contracting as
agent or that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax. Placees will not be entitled to
receive any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing and Underwriting Agreement
becoming unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Lead Managers and the Underwriters under the
Placing and Underwriting Agreement are, and the Placing is, conditional on
Admission occurring by not later than 8:00 a.m. on the Closing Date.
By participating in the Bookbuilding, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above
and under "Termination of the Placing" below and will not be capable of
rescission or termination by it.
Each of JPMorgan Cazenove and the Underwriters may, at their discretion and
upon such terms as they determine, extend the time and/or date for
fulfilment by the Company of the Company`s obligations in relation to the
condition in the Placing and Underwriting Agreement but the condition may
not be waived. Any such extension will not affect Placees` commitments as
set out in this Appendix.
Neither the Company, the Joint Lead Managers, the Underwriters nor any of
their respective Affiliates shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision any of them may make as to whether or not to extend
the time and/or date for the satisfaction of the condition to the Placing
nor for any decision any of them may make as to the satisfaction of the
condition or in respect of the Placing generally.
Termination of the Placing
If the condition to the Placing and Underwriting Agreement has not been
satisfied by the date specified therein (or such later time and/or date as
the Company, JPMorgan Cazenove and the Underwriters may agree but not later
than the Longstop Date), JPMorgan Cazenove, on behalf of itself, JPMSL and
the Underwriters (following consultation and agreement with JPMSL and the
Underwriters) may, in its absolute discretion, terminate the obligations of
itself and those of JPMSL and the Underwriters under the Placing and
Underwriting Agreement with immediate effect by notice in writing delivered
to the Company or (if such delivery is not practicable in the circumstances)
by an oral communication to any Director (such communication to be confirmed
in writing by JPMorgan Cazenove (on behalf of itself, JPMSL and the
Underwriters) as soon as reasonably practicable afterwards), and such
delivery or communication to be made before Admission.
If the Placing and Underwriting Agreement is terminated in accordance with
its terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement (including this Appendix) shall
cease and terminate at such time and no claim may be made by any Placee in
respect thereof.
By participating in the Placing, each Placee agrees that the exercise by
JPMorgan Cazenove, on behalf of itself, JPMSL and the Underwriters, of any
right of termination or any other right or other discretion under the
Placing and Underwriting Agreement shall be within the absolute discretion
of the Joint Lead Managers and the Underwriters (as the case may be) and
that neither the Company, the Joint Lead Managers nor the Underwriters need
make any reference to such Placee and that neither the Company, the Joint
Lead Managers, the Underwriters nor any of their respective Affiliates shall
have any liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any such
exercise.
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and will not
be capable of rescission or termination by it after oral confirmation by the
Joint Lead Managers following the close of the Bookbuilding.
Representations and further terms
By submitting a bid in the Bookbuilding, each prospective Placee (and any
person acting on such Placee`s behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that:
it has read this Announcement (including this Appendix) in its entirety and
that its purchase of the Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements, agreements
and undertakings and other information contained herein;
it has not received a prospectus or other offering document in connection
with the Placing and acknowledges that no prospectus or other offering
document has been or will be prepared in connection with the Placing;
(a) it has made its own assessment of the Company, Datacraft Asia, the
Placing Shares and the terms of the Placing and the Acquisition based on the
Publicly Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing Shares;
(b) neither the Joint Lead Managers, the Underwriters, the Company nor any
of their Affiliates has provided to it any information document (including
any material prepared by the research department of the Joint Lead Managers
or any of their Affiliates) or made any representation to it, express or
implied, with respect to the Company, Datacraft Asia, the Placing, the
Placing Shares or the Acquisition or the accuracy, completeness or adequacy
of the Publicly Available Information; and (c) it has conducted its own
investigation of the Company, Datacraft Asia, the Placing, the Placing
Shares and the Acquisition and it has satisfied itself that the information
is still current and it has relied on that investigation for the purposes of
its decision to participate in the Placing;
neither the Company nor the Joint Lead Managers nor the Underwriters nor any
of their Affiliates nor any person acting on behalf of any of them has
provided, nor will they provide, it with any material regarding the Placing,
the Placing Shares or the Company other than this Announcement; nor has it
requested any of the Company, the Joint Lead Managers, the Underwriters or
any of their Affiliates or any person acting on behalf of any of them to
provide it with any such information;
the content of this Announcement is exclusively the responsibility of the
Company and neither the Joint Lead Managers, the Underwriters nor any person
acting on their respective behalf is responsible for or has or shall have
any liability for any information or representation relating to the Company
or Datacraft Asia contained in this Announcement or the Publicly Available
Information and will not be liable for any Placee`s decision to participate
in the Placing based on any information, representation, warranty or
statement contained in this Announcement, the Publicly Available Information
or otherwise. Nothing in this Appendix shall exclude any liability of any
person for fraudulent misrepresentation;
it is not, and at the time the Placing Shares are acquired will not be, a
resident of Australia, Canada or Japan, and it is not, and at the time the
Placing Shares are acquired will not be, in the United States and it will be
acquiring the Placing Shares in an "offshore transaction" in accordance with
Rule 903 or Rule 904 of Regulation S;
the Placing Shares have not been nor will be registered under the Securities
Act, nor under the securities laws of any of the States of the United
States, nor approved or disapproved by the United States Securities and
Exchange Commission, any state securities commission in the United States
nor any other United States regulatory authority nor under the securities
laws of Australia, Canada, South Africa or Japan and, except in transactions
exempt from the registration requirements of the United States, Australia,
Canada, South Africa or Japan, may not be offered, sold, taken up, renounced
or delivered or transferred, directly or indirectly, to any person within
those jurisdictions (except pursuant to an exemption under the relevant
local law) or in any other jurisdiction where to do so would be in breach of
any applicable law and/or regulation;
it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the Placing under the
laws of all relevant jurisdictions;
(b) has fully observed such laws;
(c) has all necessary capacity and authority and is entitled to enter
into and perform its obligations as an acquirer of Placing Shares and will
honour such obligations;
(d) has obtained all necessary consents and authorities (including,
without limitation, in the case of a person acting on behalf of a Placee,
all necessary consents and authorities to agree to the terms set out or
referred to in this Appendix) to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation thereto; and
(e) has not taken any action or omitted to take any action which will
or may result in the Company, the Joint Lead Managers, the Underwriters or
any of their respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any jurisdiction
in connection with the Placing;
if it is a pension fund or investment company, its purchase of Placing
Shares is in full compliance with applicable laws and regulations;
participation in the Placing is on the basis that it is not and will not be
a client of the Joint Lead Managers and that neither Joint Lead Manager nor
any Underwriter has any duties or responsibilities to a Placee for providing
protections afforded to its clients or for providing advice in relation to
the Placing nor in respect of any representations, warranties, undertakings
or indemnities contained in the Placing and Underwriting Agreement;
it (and any person acting on its behalf) will make payment to JPMorgan
Cazenove or JPMSL (as the case may be) (in pounds sterling only) in
accordance with the terms and conditions of this Announcement on the due
times and dates set out in this Announcement;
the person who it specifies for registration as holder of the Placing Shares
will be (a) the Placee or (b) a nominee of the Placee, as the case may be.
Neither the Joint Lead Managers, the Company nor the Underwriters will be
responsible for any liability to stamp duty or stamp duty reserve tax
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to acquire Placing Shares
pursuant to the Placing on the basis that the Placing Shares will be
allotted to a CREST stock account of the Joint Lead Managers who will hold
them as nominee on behalf of the Placee until settlement in accordance with
its standing settlement instructions;
the allocation, allotment, issue and delivery to it, or the person specified
by it for registration as holder, of Placing Shares will not give rise to a
liability under (or at a rate determined under) any of sections 67, 70, 93
or 96 of the Finance Act 1986 (depository receipts and clearance services),
that it is not participating in the Placing as nominee or agent for any
person or persons to whom the allocation, allotment, issue or delivery of
Placing Shares would give rise to such a liability and that the Placing
Shares are not being subscribed by it in connection with arrangements to
issue depositary receipts or to transfer Placing Shares into a clearance
system;
it and any person acting on its behalf falls within Article 19 and/or 49 of
the Order and undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
it has not offered or sold and will not offer or sell any Placing Shares to
persons in the United Kingdom prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and which
will not result in an offer to the public in the United Kingdom within the
meaning of section 85(1) of the FSMA;
it is a qualified investor as defined in section 86(7) of the FSMA, being a
person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus
Directive;
if it is a prospective Placee in South Africa, the Company has not
registered a prospectus with the Registrar of Companies in South Africa for
the offer of the Placing Shares and it:
(a) is a bank, mutual bank or insurer as registered under the applicable
South African legislation or a wholly-owned subsidiary of a registered bank,
mutual bank or insurer acting in an agency capacity as an authorised
portfolio manager for a registered pension fund or as a manager for a
registered collective investment scheme; and/or
(b) is acting as principal and is subscribing for Placing Shares to a value
of at least South African Rand 100,000;
it has only communicated or caused to be communicated and it will only
communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the FSMA)
relating to Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an authorised person;
it has complied and it will comply with all applicable provisions of the
FSMA with respect to anything done by it or on its behalf in relation to the
Placing Shares in, from or otherwise involving the United Kingdom;
if it has received any confidential price sensitive information about the
Company in advance of the Placing, it has not (a) dealt in the securities of
the Company, (b) encouraged or required another person to deal in the
securities of the Company; or (c) disclosed such information to any person,
prior to the information being made generally available;
it is not acting in concert (within the meaning given in the City Code on
Takeovers and Mergers) with any other Placee or any person in relation to
the Company;
it has not offered or sold and will not offer or sell any Placing Shares to
persons in the EEA prior to Admission except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purpose of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in any member state of the EEA within the meaning
of the Prospectus Directive (which means Directive 2003/71/EC and includes
any relevant implementing measure in any member state);
it has complied with its obligations in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended) and the Money Laundering Regulations 2007
(the "Regulations") and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
the Company, the Joint Lead Managers, the Underwriters and others will rely
upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements, agreements and undertakings which are irrevocable;
if it is a financial intermediary, as that term is used in Article 3(2) of
the Prospective Directive, the Placing Shares purchased by it in the Placing
have not been acquired on a non-discretionary basis on behalf of, nor have
they been acquired with a view to their offer or resale to, persons in a
Relevant Member State other than Qualified Investors or in circumstances in
which the prior written consent of the JPMorgan Cazenove has been given to
the offer or resale;
the Placing Shares will be issued subject to the terms and conditions of
this Appendix and time shall be of the essence as regards obligations
pursuant to this Announcement; and
any agreements entered into by it pursuant to these terms and conditions
shall be governed by and construed in accordance with the laws of England
and it submits (on behalf of itself and on behalf of any person on whose
behalf it is acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such contract,
except that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Company or the Joint Lead Managers in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee`s behalf) agrees to indemnify and hold the Company, the Joint Lead
Managers and the Underwriters harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of
or in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion
of the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons
for whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the UK relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, directly by the Company.
Such agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to transfer the
Placing Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for which
neither the Company, the Joint Lead Managers nor the Underwriters would be
responsible. If this is the case, each Placee should seek its own advice and
notify the Joint Lead Managers accordingly.
In addition, Placees should note that they will be liable for any capital
duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the UK by them or any
other person on the acquisition by them of any Placing Shares or the
agreement by them to acquire any Placing Shares.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to the Joint Lead Managers and the Underwriters
for themselves and on behalf of the Company and are irrevocable.
The Joint Lead Managers are acting exclusively for the Company and no one
else in connection with the Bookbuilding and the Placing, and the Joint Lead
Managers will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to their respective
clients or for providing advice in relation to the Bookbuilding or the
Placing or any other matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
the Joint Lead Managers and the Underwriters owe no fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing and Underwriting Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that each Joint Lead Manager may (at its absolute discretion) satisfy
its obligations to procure Placees by itself agreeing to or procuring that
one of its Affiliates shall become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person to do so.
Each Placee and any person acting on behalf of the Placee also acknowledges
and agrees that each Underwriter may participate in the Placing (on behalf
of itself or its clients) as a Placee.
When a Placee or any person acting on behalf of the Placee is dealing with
the Joint Lead Managers, any money held in an account with the Joint Lead
Managers on behalf of such Placee and/or any person acting on behalf of such
Placee will not be treated as client money within the meaning of the
relevant rules and regulations of the FSA. The Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from the Joint
Lead Manager`s money in accordance with the client money rules. The money
will be held by it under a banking relationship and not as trustee and will
be used by the Joint Lead Managers in the course of its own business and the
Placee will rank only as a general creditor of the Joint Lead Managers.
Past performance is no guide to future performance and persons needing
advice should consult an independent financial adviser. Each Placee and each
person acting on behalf of the Placee acknowledges that neither the Joint
Lead Managers, the Underwriters nor any of their respective Affiliates, is
making any recommendations to it, advising it regarding the suitability of
any transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
warranties, representations, undertakings or indemnities contained in the
Placing and Underwriting Agreement nor the exercise or performance of any of
the Joint Lead Manager`s and the Underwriters` rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination rights.
All times and dates in this Announcement are to times and dates in London
and may be subject to amendment. The Joint Lead Managers will notify Placees
and any persons acting on behalf of the Placees of any changes.
APPENDIX II
DEFINITIONS
In this Announcement, unless the context otherwise requires:
"ABO Closing Announcement" means the press announcement by the Company
giving details of the number of Placing Shares to be allotted pursuant to
the Placing at the Placing Price;
"Acquisition" means the proposed acquisition by the Company, by way of the
Scheme, of approximately 45 per cent. of the entire issued share capital of
Datacraft Asia that it does not already own as announced by Dimension Data
and Datacraft Asia earlier today in the Acquisition Announcement;
"Acquisition Announcement" means the press announcement dated the date
hereof released by Dimension Data and Datacraft Asia relating to the
Acquisition;
"Admission" means admission of the Placing Shares to the Official List
maintained by the FSA and to trading on the London Stock Exchange`s main
market for listed securities;
"Affiliate" means (save where used in the context of the Securities Act, in
which case the term shall have the meaning given to it in Regulation D of
the Securities Act) in respect of a person, any holding company (including,
in respect of JPMorgan Cazenove, Cazenove Group Limited and JPMorgan
Cazenove Holding and in respect of JPMSL, JP Morgan Chase & Co.) or
subsidiary undertaking of such person or any subsidiary undertaking of any
such holding company, or any of their respective associated undertakings;
"Allan Gray" means Allan Gray Limited, a company incorporated in South
Africa whose registered office is at Granger Bay Court, Beach Road, V&A
Waterfront, Cape Town, 8001, South Africa;
"Bookbuilding" means the process to be carried out by the Joint Lead
Managers to establish demand from potential Placees for the Placing Shares
at the Placing Price;
"Closing Date" means the date to be specified by the Company for the closing
of the Placing and in any event before the Longstop Date;
"Company" or "Dimension Data" means Dimension Data Holdings plc, a company
registered in England and Wales whose registered office is at Dimension Data
House, Building 2 Waterfront Business Park, Fleet Road, Fleet, Hampshire
GU51 3QT;
"Datacraft Asia" means Datacraft Asia Limited (company registration number
199301842Z), a public company limited by shares incorporated in the Republic
of Singapore under the Singapore Companies Act;
"Datacraft Asia Options" means the options granted under the Datacraft Asia
Option Schemes;
"Datacraft Asia Option Schemes" means the Datacraft Asia Share Option Scheme
and the Datacraft Asia Share Option Scheme 2003;
"Datacraft Asia Shares" means ordinary shares in the capital of Datacraft
Asia;
"Director" means a director of the Company from time to time;
"EEA" means the European Economic Area;
"FSA" means the Financial Services Authority acting in its capacity as the
competent authority for the purposes of Part VI of the FSMA and in the
exercise of its functions in respect of the admission of securities to the
Official List otherwise than in accordance with Part VI of the FSMA;
"FSMA" means the Financial Services and Markets Act 2000, as amended;
"Implementation Agreement" means the agreement dated the date hereof between
the Company and Datacraft Asia in connection with the Scheme;
"Joint Lead Managers" means JPMorgan Cazenove and JPSML;
"JPMorgan Cazenove" means JPMorgan Cazenove Limited, a company registered
in England and Wales whose registered office is at 20 Moorgate, London EC2R
6DA;
"JPMSL" means J.P. Morgan Securities Ltd., a company registered in England
and Wales whose registered office is at 125 London Wall, London EC2Y 5AJ;
"JSE" means JSE Limited (registration number 2005/022939/06), a public
company registered and incorporated in South Africa, licensed as an exchange
under the South African Securities Services Act, No. 36 of 2004, as amended;
"Listing Rules" means the listing rules produced by the FSA under Part VI of
the FSMA and forming part of the FSA`s Handbook of rules and guidance, as
amended from time to time;
"London Stock Exchange" means London Stock Exchange plc;
"Longstop Date" means 1 August 2008;
"Official List" means the Official List maintained by the FSA;
"Order" means the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended;
"Ordinary Shares" means ordinary shares with a nominal value of US$0.01 each
in the capital of the Company;
"Placees" means persons (including individuals, funds or others) on whose
behalf a commitment to acquire Placing Shares has been given and Placee
means any one of them;
"Placing" means the placing of the Placing Shares by the Joint Lead Managers
on behalf of the Company pursuant to the provisions of the Placing and
Underwriting Agreement;
"Placing and Underwriting Agreement" means the agreement dated the date
hereof between the Company, the Joint Lead Managers and the Underwriters
relating to the Placing;
"Placing Price" means 44.25 pence per Ordinary Share at which the Placing
Shares are to be placed with Placees;
"Placing Shares" means the new ordinary shares to be placed with
institutional investors, representing approximately 8.7% of the Company`s
issued share capital;
"Prospectus Directive" means Directive 2003/71/EC;
"Publicly Available Information" means any information publicly announced by
or on behalf of Datacraft Asia or any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or prior to
the date of this Announcement;
"Regulation S" means Regulation S promulgated under the Securities Act;
"Regulatory Information Service" means any of the regulatory information
services included within the list maintained on the London Stock Exchange`s
website;
"Relevant Member State" means a member state of the EEA which has
implemented the Prospectus Directive;
"R&V" means R&V Technology Holdings Limited, a company incorporated in the
British Virgin Islands whose registered office is at CITCO Building,
Wickham`s Cay, P.O. Box 662, Road Town, Tortola, British Virgin Islands;
"SGX-ST" means Singapore Exchange Securities Trading Limited;
"Securities Act" means the United States Securities Act of 1933, as amended;
"Scheme" means the scheme of arrangement under Section 210 of the Singapore
Companies Act, to be undertaken by Datacraft Asia in accordance with the
terms of the Implementation Agreement to effect the Acquisition;
"Singapore Companies Act" means the Companies Act, Chapter 50 of Singapore;
"South Africa" means the Republic of South Africa;
"Underwriters" means R&V and Allan Gray;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and
Northern Ireland; and
"United States" or "US" means the United States of America, its territories
and possessions, any State of the United States and the District of
Columbia.
Date: 22/07/2008 08:00:30 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
