| Tue 22 Jul 2008, 8:01 | | DDT - Dimension Data Holdings Plc - Proposed scheme of arrangement to privatise |
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DDT
DIDDT
DDT - Dimension Data Holdings Plc - Proposed scheme of arrangement to privatise
Datacraft Asia Ltd
Dimension Data Holdings Plc DATACRAFT ASIA LTD
Incorporated in Great Britain (Incorporated in the Republic
under the Companies Act 1985 of Singapore)
Registration Number: 3704278 Company Registration No.
Share Code: DDT 199301842Z
Issuer code: DIDDT
ISIN number: GB0008435405
JOINT ANNOUNCEMENT
PROPOSED SCHEME OF ARRANGEMENT TO PRIVATISE DATACRAFT ASIA LTD
INTRODUCTION
The respective boards of Dimension Data Holdings plc ("Dimension Data") and
Datacraft Asia Ltd ("Datacraft") wish to announce a proposal to privatise
Datacraft by way of a scheme of arrangement (the "Scheme") under Section 210 of
the Companies Act, Chapter 50 of Singapore (the "Companies Act").
Datacraft is incorporated in Singapore and is listed on the Mainboard of the
Singapore Exchange Securities Trading Limited (the "SGX-ST"). As at the date of
this Announcement, the issued and paid-up share capital of Datacraft consists of
461,890,427 ordinary shares (excluding 23,321,000 treasury shares) ("Datacraft
Shares"). Dimension Data currently holds directly 254,453,105 Datacraft Shares,
representing approximately 55.09 per cent. of the Datacraft Shares in issue
(excluding treasury shares), and is deemed to be interested in 98,514 Datacraft
Shares, representing approximately 0.02 per cent. of the Datacraft Shares in
issue (excluding treasury shares), held by its wholly-owned subsidiary,
Dimension Data Australia Pty Limited.
THE SCHEME
The Scheme will be proposed in accordance with Section 210 of the Companies Act
and the Singapore Code on Take-overs and Mergers (the "Code"). Dimension Data
and Datacraft have today entered into an implementation agreement (the
"Implementation Agreement") to implement the Scheme.
The Scheme is proposed to all shareholders of Datacraft other than Dimension
Data, its related corporations (as such term is defined in Section 6 of the
Companies Act) and their respective nominees (the "Scheme Shareholders") and
will involve, inter alia, the following:
a transfer of all the issued Datacraft Shares held by Scheme Shareholders to
Dimension Data and/or its nominees;
in consideration of the transfer of their Datacraft Shares, the Scheme
Shareholders will receive an aggregate of US$1.33 in cash (the "Consideration")
for each Datacraft Share transferred, consisting of:
a payment of US$1.09 in cash from Dimension Data for each issued Datacraft Share
transferred; and
a capital distribution by Datacraft of US$0.24 in cash for each issued Datacraft
Share (the "Capital Distribution") to all Scheme Shareholders as at a books
closure date to be determined (the "Books Closure Date"). For the avoidance of
doubt, Dimension Data and its related corporations will not be entitled to the
Capital Distribution.
The Consideration represents:
a premium of approximately 34.3 per cent. over the closing price per Datacraft
Share on the SGX-ST of US$0.99 as at 21 July 2008, being the last trading day of
the Datacraft Shares on the SGX-ST prior to the date of this Announcement;
a premium of approximately 30.6 per cent. over the volume weighted average of
transacted prices of the Datacraft Shares on the SGX-ST of US$1.02 over the last
one month prior to the date of this Announcement; and
a premium of approximately 33.0 per cent. over the volume weighted average of
transacted prices of the Datacraft Shares on the SGX-ST of US$1.00 over the last
three months prior to the date of this Announcement.
The Scheme will also be extended to all Datacraft Shares validly issued pursuant
to the exercise of options granted under the Datacraft Asia Share Option Scheme
(the "Previous Option Scheme") and the Datacraft Asia Share Option Scheme 2003
(the "2003 Option Scheme", and together with the Previous Option Scheme, the
"Datacraft Option Schemes") on or before a final option exercise date to be
determined by the board of directors of Datacraft.
Pursuant to the Scheme, the Datacraft Shares will be transferred fully paid,
free from all liens, equities, charges, encumbrances, rights of pre-emption and
any other third party rights or interests or any nature whatsoever and together
with all rights attached thereto as at the date of the Implementation Agreement,
including the right to receive and retain all dividends, rights and, save for
the Capital Distribution, other distributions (if any) declared, paid or made by
Datacraft on or after the date of the Implementation Agreement.
On completion of the Scheme, Datacraft will become a wholly-owned subsidiary of
Dimension Data and the Datacraft Shares will be delisted from the Official List
of the SGX-ST.
OPTIONS PROPOSAL
Dimension Data has agreed to make an appropriate proposal ("Options Proposal")
to the holders of options granted under the Datacraft Option Schemes ("Datacraft
Options") in connection with the Scheme that will (i) preserve the position of
the holders of the Datacraft Options, (ii) continue to sufficiently motivate
them to continue to contribute to the Datacraft Group and (iii) be on terms that
are fair and reasonable compensation for the holders of Datacraft Options, as
determined by Datacraft`s auditors (acting as experts and not arbitrators) under
the Datacraft Share Option Schemes. The Options Proposal will be subject to,
inter alia, the Scheme becoming effective. Full details of the Options Proposal
will be provided in due course.
CAPITAL DISTRIBUTION
The Capital Distribution (which is an integral part of the Scheme) is proposed
to be effected by way of a capital reduction exercise (the "Capital Reduction")
to be carried out by Datacraft in accordance with Section 78G of the Companies
Act. The Capital Distribution is conditional upon, inter alia,:
the passing of a special resolution of Shareholders approving the Capital
Reduction at an extraordinary general meeting ("EGM") of Datacraft to be
convened. Dimension Data and its related corporations will abstain from voting
on the special resolution to approve the Capital Reduction at the EGM;
the Scheme being approved by a majority in number of, representing not less than
75 per cent. in nominal value of the Datacraft Shares held by the Scheme
Shareholders present and voting, either in person or by proxy, at the meeting of
the Shareholders to be convened by the High Court of the Republic of Singapore
(the "Court") to approve the Scheme (the "Court Meeting");
the approval and confirmation of the Court for the Capital Reduction and the
lodgement of a copy of the Order of Court sanctioning the Capital Reduction with
the Accounting and Corporate Regulatory Authority in Singapore ("ACRA");
the Scheme being sanctioned and approved by the Court, and a copy of the Order
of Court sanctioning the Scheme is lodged with ACRA; and
the approval of all other relevant regulatory authorities.
REGULATORY APPROVALS
The Securities Industry Council ("SIC") has confirmed, inter alia, that Rules
14, 15, 16, 17, 20.1, 21, 22, 28, 29 and 33.2 and Note 1(b) to Rule 19 of the
Code do not apply to the Scheme, subject to the following conditions:
Dimension Data and its concert parties as well as the common substantial
shareholders of Dimension Data and Datacraft abstain from voting on the Scheme;
the Scheme Document (as defined below) discloses the names of Dimension Data and
its concert parties, their current voting rights in Datacraft as of the latest
practicable date and after the Scheme;
the directors of Datacraft who are also directors of Dimension Data or who are
acting in concert with Dimension Data abstain from making a recommendation on
the Scheme to Scheme Shareholders; and
Datacraft appoints an independent financial adviser to advise the Scheme
Shareholders.
The Scheme will be subject to the approval of all relevant regulatory
authorities, including the Court, as stated in paragraph 6.1 below.
CONDITIONS PRECEDENT
The Scheme is conditional upon the satisfaction of a number of conditions
precedent (the "Conditions") which are set out in Schedule 1 to this
Announcement.
Pursuant to the terms of the Implementation Agreement, the Implementation
Agreement may be terminated at any time on or prior to the business day
immediately preceding the effective date of the Scheme (the "Record Date") with
the prior consultation of the SIC:
Court Order: by either Dimension Data or Datacraft, if any court of competent
jurisdiction or governmental agency has issued an order, decree or ruling or
taken any other action permanently enjoining, restraining or otherwise
prohibiting the Scheme, the Acquisition (as defined in the Implementation
Agreement), the Capital Reduction or any part thereof, or has refused to do
anything necessary to permit the Scheme, the Acquisition, the Capital Reduction
or any part thereof, and such order, decree, ruling, other action or refusal
shall have become final and non-appealable;
Breach: by either (i) Dimension Data, if Datacraft is in material breach of any
provision of the Implementation Agreement (other than a provision which is
qualified by a materiality test, in which case any breach shall suffice) or has
failed to perform and comply in all material respects with any of the matters
referred to in paragraph (ix) of Schedule 1 to this Announcement on or prior to
the Record Date, or (b) Datacraft, if Dimension Data is in material breach of
any provision of the Implementation Agreement (other than a provision which is
qualified by a materiality test, in which case any breach shall suffice) or has
failed to perform and comply in all material respects with any of the matters
referred to in paragraph (x) of Schedule 1 to this Announcement (other than in
relation to any breach of the representation and warranty set out in paragraph 7
of Schedule 2 to this Announcement) on or prior to the Record Date, provided
that either Dimension Data or Datacraft, as the case may be, has given written
notice to the other party of its intention to terminate the Implementation
Agreement. In this circumstance, the Implementation Agreement shall be
terminated on the date falling five business days after the date of such notice
of termination; and
Shareholders` Approval: by Dimension Data or Datacraft, if the resolution(s)
submitted to the EGM and/or the Court Meeting are not approved (without
amendment) by the requisite majorities.
An extract of the representations and warranties of each of Dimension Data and
Datacraft provided in the Implementation Agreement are set out in Schedules 2
and 3 to this Announcement.
Notwithstanding anything contained in the Implementation Agreement, the
Implementation Agreement will terminate if any of the Conditions has not been
satisfied (or where applicable, has not been waived) by 31 January 2009 or such
other date as may be agreed between Dimension Data and Datacraft (the "Long-Stop
Date") except that:
in the event of any non-fulfilment of the conditions precedent in paragraphs
(viii) (in relation to Prescribed Occurrences (as defined in Schedule 4 to this
Announcement) relating to Datacraft and its subsidiaries (the "Datacraft
Group")) and (ix) in Schedule 1 to this Announcement, Dimension Data can only
rely on such non-fulfilment of any such condition precedent to terminate the
Implementation Agreement with the prior consultation of the SIC; and
in the event of any non-fulfilment of the conditions precedent in paragraph (x)
in Schedule 1 to this Announcement, Datacraft can only rely on such non-
fulfilment of any such condition precedent to terminate the Implementation
Agreement with the prior consultation of the SIC.
A list of Prescribed Occurrences is set out in Schedule 4 to this Announcement.
By proposing that the privatisation of Datacraft be implemented through a scheme
of arrangement, Scheme Shareholders are provided the opportunity to decide at
the Court Meeting whether they consider the Scheme to be in their best
interests.
Shareholders and potential investors should also be aware that the
implementation of the Scheme is subject to the conditions set out above being
fulfilled and thus may not become effective. They are advised to exercise
caution when dealing in Datacraft Shares.
DELISTING
An application will be made to the SGX-ST to delist Datacraft from the SGX-ST in
the event that the Scheme becomes effective and binding.
INFORMATION ON DIMENSION DATA
Dimension Data was founded in 1983 and in 2007 had revenues of $3.8 billion. It
is a specialist IT services and solutions provider that helps their 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 and has a
primary listing on the London Stock Exchange and is also listed on the
Johannesburg Securities Exchange Limited.
INFORMATION ON DATACRAFT
Datacraft was incorporated in Singapore on 29 March 1993 and was listed on the
Mainboard of the SGX-ST in 1995. Datacraft is an independent IT services and
solutions provider in Asia-Pacific. As a pioneer in systems and network
integration, Datacraft 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. Dimension Data presently holds in aggregate
approximately 55.11 per cent. of Datacraft. Datacraft is headquartered in
Singapore and has more than 50 major offices and over 1,450 employees across 13
Asia-Pacific markets.
RATIONALE FOR THE SCHEME
Strengthen Datacraft`s position in the market. Dimension Data has held a
majority stake in Datacraft since 1997, during which time there has been an
increasing alignment of their 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 providers in Asia-Pacific.
Dimension Data believes that Datacraft`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`s management will be able to react
faster with greater flexibility to available opportunities internationally and
accelerate its growth in key markets.
Reduced costs and improved efficiency. As a listed entity, Datacraft has to
incur listing, compliance and other related costs associated with continuing
listing requirements under the listing rules. 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
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 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.
Public listing no longer beneficial. Datacraft`s public listing no longer
serves a material purpose as Datacraft has not raised any funds from the capital
markets since the year 2000, and with US$162.7 million 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 has experienced a reduced level in the
trading of Datacraft 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
Shares limits the purpose of its public listing and reduces the effectiveness of
its employee incentive schemes.
Attractive premium to share price. The Scheme provides an opportunity for
Scheme Shareholders to realise their investment in Datacraft for cash at an
attractive premium to recent market prices. The aggregate Consideration
(including the Capital Distribution) represents a 33.0 per cent. premium over
the volume weighted average of transacted prices of the Datacraft Shares on the
SGX-ST of US$1.00 over the last three months prior to the date of this
Announcement.
FUTURE PLANS FOR DATACRAFT
Dimension Data has been integrally involved with Datacraft for 11 years and, in
the event the Scheme becomes effective, anticipates minimal changes in the
operations of Datacraft. Dimension Data intends to continue Datacraft`s services
and solutions portfolio and maintain its go-to-market strategy, which are
already closely aligned to that of Dimension Data. It also intends to retain the
Datacraft name due to the considerable brand equity and recognition built up
over the years to avoid significant costs in building a new brand across 13
different countries. Dimension Data believes that Datacraft has a strong and
experienced management team and committed employees who are key and valued
members 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 Group, (b) make any major disposal or redeployment
of assets (including the fixed assets of the Datacraft Group) or (c) discontinue
the employment of the employees of the Datacraft Group.
DISCLOSURES
As at the date of this Announcement, Dimension Data owns or controls an
aggregate of 254,551,619 Datacraft Shares, representing approximately 55.11 per
cent. of the Datacraft Shares in issue (excluding treasury shares).
Save as disclosed in this Announcement, none of Dimension Data or any of its
directors or wholly-owned subsidiaries or Cazenove & Co (Singapore) Pte Limited
("Cazenove") (a) owns, controls or has agreed to acquire any Datacraft Shares or
securities which carry voting rights or which are convertible into Datacraft
Shares or securities which carry voting rights or any rights to subscribe for or
options in the Datacraft Shares or in respect of which carry voting rights in
Datacraft at the date of this Announcement, (b) has dealt for value in any
Datacraft Shares during the three-month period immediately preceding the date of
this Announcement or (iii) has received any irrevocable undertaking from any
party to vote in favour of the Scheme at the Court Meeting as at the date of
this Announcement.
In the interests of confidentiality, Dimension Data has not made enquiries in
respect of certain other parties who are or may be deemed to be acting in
concert with it in connection with the Scheme. Similarly, Cazenove has not made
any enquiries in respect of the members of the Cazenove group. Further enquiries
will be made of such persons and the relevant disclosures will be made in due
course subsequently and in the Scheme Document (defined below).
FINANCIAL ADVISER
Cazenove has been appointed as the financial adviser to Dimension Data in
relation to the Scheme.
CONFIRMATION OF FINANCIAL RESOURCES
Cazenove, as financial adviser to Dimension Data, confirms that sufficient
financial resources are available to Dimension Data to satisfy in full the cash
consideration to be paid to the Scheme Shareholders pursuant to the Scheme.
INDEPENDENT FINANCIAL ADVISER
The directors of Datacraft considered to be independent for the purposes of the
Scheme (being Mr Frank Yung-Cheng Yung, Dr Chew Kia Ngee and Mr Ronald John
Cattell) (the "Independent Directors") have appointed PricewaterhouseCoopers
Corporate Finance Pte Ltd ("PwCCF") as financial adviser to advise the
Independent Directors on the Scheme.
SCHEME DOCUMENT
Full details of the Scheme (including the recommendation of the Independent
Directors along with the advice of PwCCF) and the Capital Distribution will be
contained in a document (the "Scheme Document") or documents to be despatched to
shareholders of Datacraft in due course. Shareholders are advised to exercise
caution when trading in the Datacraft Shares, pending receipt of the Scheme
Document (or documents) which will include the recommendation of the Independent
Directors and the advice of PwCCF. Persons who are in doubt as to the action
they should take should consult their stockbroker, bank manager, solicitor or
other professional advisers.
OVERSEAS SHAREHOLDERS
The applicability of the Scheme to persons not resident in Singapore may be
affected by the laws of the relevant jurisdiction. Scheme Shareholders who are
not resident in Singapore should inform themselves about, and observe, any
applicable requirements. Further details in relation to overseas shareholders
will be contained in the Scheme Document.
RESPONSIBILITY STATEMENTS
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 and Cazenove) 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 directors of Datacraft (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 Dimension Data and Cazenove) 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 Datacraft 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.
BY ORDER OF THE BOARD OF BY ORDER OF THE BOARD OF
DIMENSION DATA HOLDINGS PLC DATACRAFT ASIA LTD
Brett William Dawson William B. G. Padfield
Executive Director and Chief Executive Director and Chief
Executive Officer Executive Officer
22 July 2008
SCHEDULE 1
Conditions Precedent
All capitalised terms used and defined herein shall have the same meanings given
to them in the Implementation Agreement, a copy of which is available for
inspection at the registered office of Datacraft during normal business hours
until the date the Scheme becomes effective.
The Acquisition is conditional upon:
Scheme: the approval of the Scheme by Shareholders in compliance with the
requirements of Section 210(3) of the Companies Act;
Scheme and Capital Reduction Court Order: the grant of the Scheme Court Order
and the Capital Reduction Court Order by the Court and such Scheme Court Order
and Capital Reduction Court Order having become final;
Capital Distribution and Reduction: the approval of the Capital Distribution
and the Capital Reduction by Shareholders in compliance with the requirements of
Section 78G of the Companies Act;
ACRA Registration: the registration of the Scheme Court Order and the Capital
Reduction Court Order with the ACRA;
Cash Resources: Datacraft having available cash resources of not less than
US$50,000,000 as at the Record Date;
No Injunctions: no injunction or other order being issued by any court of
competent jurisdiction or other legal restraint or prohibition preventing the
consummation of the Scheme or the transactions proposed herein or any part
thereof;
Regulatory Approvals: prior to the Record Date, the following being obtained
and not withdrawn:
confirmation from the SIC that rules 14, 15, 16, 17, 20.1, 21, 22, 28, 29 and
33.2 and note 1(b) to rule 19 of the Code shall not apply to the proposed Scheme
subject to any conditions the SIC may deem fit to impose; and
the approval in-principle of the SGX-ST for the Scheme and for the proposed
delisting of Datacraft;
No Prescribed Occurrence: between the date of the Implementation Agreement and
the Record Date, no Prescribed Occurrence in relation to the Datacraft Group
occurs other than as required or contemplated by the Implementation Agreement;
Datacraft`s Representations, Warranties and Covenants:
the representations and warranties of Datacraft set out in the Implementation
Agreement and Schedule 3 of this Announcement that:
are qualified as to materiality being true and correct; and
are not qualified as to materiality being true and correct in all material
respects,
in each case as of the date of the Implementation Agreement and as of the Record
Date as though made on and as of that date except to the extent any such
representation and warranty expressly relates to an earlier date (in which case
as of such earlier date); and
Datacraft shall have, as of the Record Date, performed and complied in all
material respects with all covenants and agreements contained in the
Implementation Agreement which are required to be performed by or complied with
by it, on or prior to the Record Date; and
Dimension Data`s Representations, Warranties and Covenants:
the representations and warranties of Dimension Data set out in the
Implementation Agreement and Schedule 2 to this Announcement (other than the
representation and warranty set out in paragraph 7 of Schedule 2 to this
Announcement) that:
are qualified as to materiality being true and correct; and
are not qualified as to materiality being true and correct in all material
respects,
in each case as of the date of the Implementation Agreement and as of the Record
Date as though made on and as of that date except to the extent any such
representation and warranty expressly relates to an earlier date (in which case
as of such earlier date); and
Dimension Data shall have, as of the Record Date, performed and complied in all
material respects with all covenants and agreements contained in the
Implementation Agreement which are required to be performed by or complied with
by it, on or prior to the Record Date.
SCHEDULE 2
Representations and Warranties of Dimension Data
The representations and warranties of Dimension Data in the Implementation
Agreement are reproduced in this Schedule 2. All capitalised terms used and
defined herein shall have the same meanings given to them in the Implementation
Agreement, a copy of which is available for inspection at the registered office
of Datacraft during normal business hours until the date the Scheme becomes
effective.
Dimension Data represents and warrants that:
Status
Dimension Data is a company duly incorporated in England and Wales, with company
registration number 3704278 and validly existing under its law of incorporation.
Power
Dimension Data has the corporate power to enter into and perform its obligations
under the Implementation Agreement and to carry out the transactions
contemplated by the Implementation Agreement.
Authority
Dimension Data has taken all necessary corporate action and obtained all
necessary corporate approval to authorise the entry into the Implementation
Agreement and the performance of the Implementation Agreement and to carry out
the transactions contemplated in the Implementation Agreement.
Consents
Dimension Data shall obtain all actions, conditions and things required to be
taken, fulfilled and done (including the obtaining of any necessary consents
from third parties) in order to:
enable Dimension Data lawfully to enter into, exercise its rights and perform
and comply with its obligations under the Implementation Agreement; and
ensure that those obligations are valid, legally binding and enforceable have
been taken, fulfilled and done.
Binding Obligation
Dimension Data`s obligations under the Implementation Agreement are valid,
legally binding and enforceable in accordance with its terms.
No Breach
Neither the execution nor performance by Dimension Data of the Implementation
Agreement nor any transaction contemplated under the Implementation Agreement
will violate any provision of its constitutive documents, any order, writ,
injunction or decree of any Governmental Agency applicable to Dimension Data or
its assets, or any agreement or instrument to which Dimension Data is a party or
by which Dimension Data or its assets are bound.
Financial Resources
Dimension Data has the financial resources to undertake and implement the
Scheme.
CHEDULE 3
Representations and Warranties of Datacraft
The representations and warranties of Datacraft in the Implementation Agreement
are reproduced in this Schedule 3. All capitalised terms used and defined herein
shall have the same meanings given to them in the Implementation Agreement, a
copy of which is available for inspection at the registered office of Datacraft
during normal business hours until the date the Scheme becomes effective.
Datacraft represents and warrants that:
Status
Datacraft is a company duly incorporated in the Republic of Singapore with
company registration number 199301842Z and validly existing under its law of
incorporation. As of the date of the Implementation Agreement, the issued share
capital of the Company is US$158,866,000 consisting of 461,890,427 ordinary
shares (excluding 23,321,000 treasury shares).
Power
Datacraft has the corporate power to enter into and perform its obligations
under the Implementation Agreement and to carry out the transactions
contemplated by the Implementation Agreement.
Authority
Datacraft has taken all necessary corporate action and obtained all necessary
corporate approval to authorise the entry into the Implementation Agreement and
the performance of the Implementation Agreement and to carry out the
transactions contemplated in the Implementation Agreement.
Consents
Datacraft shall obtain all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of any necessary consents from third
parties) in order to:
enable Datacraft lawfully to enter into, exercise its rights and perform and
comply with its obligations under the Implementation Agreement; and
ensure that those obligations are valid, legally binding and enforceable have
been taken, fulfilled and done
Binding Obligation
Datacraft`s obligations under the Implementation Agreement are valid, legally
binding and enforceable in accordance with its terms.
No Breach
Neither the execution nor performance by Datacraft of the Implementation
Agreement nor any transaction contemplated under the Implementation Agreement
will violate any provision of its constitutive documents, any order, writ,
injunction or decree of any Governmental Agency applicable to Datacraft or its
assets, or any agreement or instrument to which Datacraft is a party or by which
Datacraft or its assets are bound.
Cash
Datacraft has sufficient cash resources, free from Encumbrances, to effect the
Capital Distribution and it is not aware of any fact, matter or circumstance
which may affect the availability of cash resources to effect the Capital
Distribution.
SCHEDULE 4
Prescribed Occurrences
All capitalised terms used and defined herein shall have the same meanings given
to them in the Implementation Agreement, a copy of which is available for
inspection at the registered office of Datacraft during normal business hours
until the date the Scheme becomes effective.
For the purpose of this Announcement, "Prescribed Occurrence", in relation to
the Datacraft Group means any of the following:
Resolution for Winding Up: Datacraft (or any subsidiary of Datacraft) resolving
that it be wound up;
Appointment of Liquidator and Judicial Manager: the appointment of a
liquidator, provisional liquidator, judicial manager, provisional judicial
manager and/or similar officer of Datacraft (or of any subsidiary of Datacraft);
Order of Court for Winding Up: the making of an order by a court of competent
jurisdiction for the winding up of Datacraft (or any subsidiary of Datacraft);
Composition: Datacraft (or any subsidiary of Datacraft) entering into any
arrangement or general assignment or composition for the benefit of its
creditors generally;
Appointment of Receiver: the appointment of a receiver or a receiver and
manager, in relation to the property or assets of Datacraft (or of any
subsidiary of Datacraft);
Insolvency: any event occurs which, under the laws of any jurisdiction, has an
analogous or equivalent effect to any of the foregoing event(s);
Cessation of Business: Datacraft (or any subsidiary of Datacraft) ceases or
threatens to cease for any reason to carry on business in the usual course;
Breach of Agreement: Datacraft being in material breach of any provisions of
the Implementation Agreement;
Investigations and Proceedings: if Datacraft (or any subsidiary of Datacraft)
or any of its directors is or will be the subject of any governmental, quasi-
governmental, criminal, regulatory or stock exchange investigation and/or
proceeding; or
Analogous Event: Datacraft (or any subsidiary of Datacraft) becoming or being
deemed by law or a court to be insolvent or stops or suspends or threatens to
stop or suspend payment of its debts.
Date: 22/07/2008 08:01:01 Produced by the JSE SENS Department.
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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.
