| Tue 22 Jul 2008, 17:06 | | DDT - Dimension Data Holdings Plc - Company Announcement |
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DDT
DIDDT
DDT - Dimension Data Holdings Plc - Company Announcement
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
Dimension Data Holdings plc ("Dimension Data" or the "Company") announces the
results of the placing of 136,121,909 new ordinary shares by the Company at a
placing price of 44.25 pence per new ordinary share (the "Placing"), fully
underwritten by R&V Technology Holdings Limited ("R&V"), a subsidiary of VenFin
Limited, and Allan Gray Limited (on behalf of its clients) ("Allan Gray" and
together with R&V the " Underwriters")
Further to the announcement made earlier today (the "ABO Launch Announcement")
regarding the opening of the accelerated bookbuild process in relation to
136,121,909 new ordinary shares in Dimension Data (the "Placing Shares"), the
books are now closed.
The net proceeds of the Placing will be used to part finance a transaction, also
announced earlier today by Dimension Data, whereby the Company proposes to
acquire, by way of a scheme of arrangement under Section 210 of the Companies
Act, Chapter 50 of Singapore (the "Scheme"), the outstanding shares in Datacraft
Asia Limited ("Datacraft Asia") that it 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").
Further details on the Acquisition and the Scheme are set out in the joint
announcement dated 22 July 2008 released by Dimension Data and Datacraft Asia
earlier today.
A total of 32,614,009 Placing Shares have been placed by JPMorgan Cazenove
Limited ("JPMorgan Cazenove") and J.P. Morgan Securities Ltd. ("JPMSL" and
together with JPMorgan Cazenove the "Joint Lead Managers") with institutional
investors at a price of 44.25 pence each, of which 29,014,009 Placing Shares
were placed with R&V. The balance of 103,507,900 Placing Shares have been taken
up by the Underwriters, and as a result VenFin Limited (through R&V and its
other subsidiaries holding Dimension Data shares) and Allan Gray will, following
Admission (as defined below), hold approximately 25.4% and 23.1% respectively of
the outstanding share capital of Dimension Data as increased by the Placing.
The Placing Shares represent in aggregate approximately 8.7 per cent. of
Dimension Data`s issued ordinary share capital prior to the launch of the
Placing.
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.
The Placing is conditional on admission of the Placing Shares to the Official
List of the UK Listing Authority (the "Official List") and to trading on London
Stock Exchange plc`s main market for listed securities 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 1 August 2008) ( "Admission").
It is expected that settlement will occur, Admission will become effective and
that dealings in the Placing Shares will commence, on 25 July 2008. It is also
expected that admission of the Placing Shares on the list of securities kept by
the JSE will take place shortly following Admission.
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 United Securities Act 1933, as amended, (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 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.
Date: 22/07/2008 17:06:01 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.
