| Thu 15 Jul 2010, 8:29 | | DDT - Dimension Data - Recommended Cash Offer for Dimension Data by NTT |
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DDT
DIDDT
DDT - Dimension Data - Recommended Cash Offer for Dimension Data by NTT
Dimension Data Holdings Plc
Incorporated in England and Wales under the Companies Act 1985
Registration Number: 3704278
Share Code: DDT
Issuer code: DIDDT
ISIN number: GB0008435405
("Dimension Data" or "the Company")
Not for release, publication or distribution, in whole or in part, in or into
any Restricted Jurisdiction or the United States.
FOR IMMEDIATE RELEASE
15 July 2010
Recommended Cash Offer for Dimension Data by NTT
Summary
- The NTT Directors and Dimension Data Directors are
pleased to announce that they have reached agreement on
the terms of a recommended cash offer to be made by NTT
for the entire issued and to be issued ordinary share
capital of Dimension Data.
- Under the terms of the Offer, Dimension Data
Shareholders will receive 120 pence in cash for each
Dimension Data Share.
- The Offer values the existing issued ordinary share
capital of Dimension Data at approximately GBP2.1 billion.
- The Offer represents a premium of approximately:
* 18 per cent to the Closing Price of 101.6 pence
per Dimension Data Share on 14 July 2010, being
the last Business Day immediately prior to the
date of this announcement;
* 30 per cent to 92 pence, being the average daily
closing price per Dimension Data Share over the 6
months prior to 14 July 2010, being the last
Business Day immediately prior to the date of this
announcement; and
* 50 per cent to 80 pence, being the average daily
closing price per Dimension Data Share over the 12
months prior to 14 July 2010, being the last
Business Day immediately prior to the date of this
announcement.
- NTT Group is the largest provider of fixed and mobile
voice-related services, internet protocol/packet
communications services, sales of telecommunications
equipment, system integration and other
telecommunications related services in Japan and
operates one of the largest telephone networks in the
world.
- Dimension Data is a recognised global leader in the
provision and management of specialist IT infrastructure
solutions. Dimension Data plans, builds, supports and
manages IT infrastructure solutions for over 6,000
clients in 49 countries around the world. Dimension Data
Shares are listed on the Official List of the London
Stock Exchange and have a secondary listing on the
Johannesburg Securities Exchange.
- A core element of NTT`s growth strategy is to focus on
further addressing international business opportunities
and increasing revenue from value-added services for
enterprise solutions on a global basis, utilising the
comprehensive strengths of the NTT Group.
- NTT expects significant opportunities and strategic
benefits from its combination with Dimension Data. NTT
and Dimension Data have highly complementary offerings
and geographic presences, which will allow the combined
business to offer a comprehensive portfolio of solutions
to existing and new clients on a global basis.
- NTT and Dimension Data share a common vision for the
evolution of the Information and Communications
Technology (ICT) industry and possess the capabilities
to address the opportunities it presents. By leveraging
the complementary strengths of NTT and Dimension Data,
NTT believes the enlarged group will be well-positioned
to establish a leadership position as a comprehensive
ICT services provider that offers significant value to
its clients.
- The Dimension Data Directors, who have been so advised
by J.P. Morgan Cazenove, consider the terms of the Offer
to be fair and reasonable. In providing its advice to
the Dimension Data Directors, J.P. Morgan Cazenove has
taken into account the commercial assessments of the
Dimension Data Directors. In addition, the Dimension
Data Directors consider the terms of the Offer to be in
the best interests of Dimension Data Shareholders as a
whole.
- Accordingly, the Dimension Data Directors intend
unanimously to recommend that Dimension Data
Shareholders accept the Offer as the Dimension Data
Directors have irrevocably undertaken to do in respect
of their own beneficial holdings, representing as at the
date of this announcement, in aggregate, approximately
1.1 per cent of the existing issued ordinary share
capital of Dimension Data.
- NTT has received irrevocable undertakings from certain
institutional shareholders to accept, procure the
acceptance of, or recommend to their clients to accept,
the Offer in respect of Dimension Data Shares
representing approximately 51 per cent of the existing
issued ordinary share capital of Dimension Data. NTT has
therefore received total irrevocable undertakings and
recommended support in relation to the Offer in respect
of Dimension Data Shares representing approximately 52
per cent of the existing issued ordinary share capital
of Dimension Data.
- Commenting on the announcement, Satoshi Miura, President and CEO of NTT
stated:
"By leveraging the complementary strengths of both companies, we are confident
that we will provide end-to-end, global-one-stop and high quality ICT services.
Dimension Data and NTT share the common vision to create new services and values
to succeed in the coming age of cloud computing. Our combined strength will
allow us to accelerate the execution of our strategies to achieve our shared
vision. We have established a strong relationship between the management of
Dimension Data and that of NTT. We are looking forward to welcoming the
management and employees of Dimension Data to the enlarged NTT group."
- Commenting on the announcement, Jeremy Ord, Executive Chairman of Dimension
Data stated:
"We believe our alliance with NTT will now allow Dimension Data to accelerate
the execution of its medium and long-term strategy at a rapid pace. The
combination of NTT`s global assets and Dimension Data`s system integrator
capabilities is an extremely powerful combination."
Enquiries:
NTT - Global Business Strategy Office Telephone: +81 44 965 5636
Morgan Stanley
(Financial Adviser to NTT)
Laurence Hopkins (London) Telephone: +44 20 7425 8000
Hironobu Wakabayashi (Tokyo) Telephone: +81 3 5424 5000
Risana Zitha (Johannesburg) Telephone: +27 11 587 0800
Dimension Data
Patrick Quarmby Telephone: +27 11 575 0000
David Sherriffs Telephone: +27 11 575 0000
J.P. Morgan Cazenove
(Financial Adviser and Corporate
Broker to Dimension Data)
Michael Wentworth-Stanley (London) Telephone: +44 20 7588 2828
David Harvey-Evers (London) Telephone: +44 20 7588 2828
Grant Tidbury (Johannesburg) Telephone: +27 11 507 0300
Morgan Stanley is acting as exclusive financial adviser to NTT and no one else
in connection with the Offer and this announcement and will not be responsible
to anyone other than NTT for providing the protections afforded to clients of
Morgan Stanley or for providing advice in connection with the Offer, the
contents of this announcement or any other matter referred to herein.
J.P. Morgan plc, which conducts its UK investment banking business as J.P.
Morgan Cazenove and which is authorised and regulated by the UK Financial
Services Authority, is acting exclusively for Dimension Data and no one else in
connection with the Offer and will not be responsible to anyone other than
Dimension Data for providing the protections afforded to clients of J.P. Morgan
plc or for providing advice in connection with the Offer or any matter referred
to herein.
This announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase or subscribe for any securities or
the solicitation of an offer to buy any securities in any jurisdiction, pursuant
to the Offer or otherwise, nor shall there be any sale, issue or transfer of the
securities referred to in this announcement in any jurisdiction in contravention
of applicable law. The Offer will be made solely through the Offer Document and
the Acceptance Forms, which will contain the full terms and conditions of the
Offer, including details of how it may be accepted. This announcement does not
constitute a prospectus or prospectus equivalent document.
This announcement has been prepared for the purpose of complying with English
law and the City Code and, where appropriate, the laws of South Africa and the
SRP Code and the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in accordance with
the laws of other jurisdictions outside the United Kingdom. The release,
publication or distribution of this announcement in certain jurisdictions may be
restricted by law. Persons who are not resident in the United Kingdom or who are
subject to other jurisdictions should inform themselves of, and observe, any
applicable legal or regulatory requirements. Any failure to comply with the
applicable requirements may constitute a violation of the securities laws of any
such jurisdiction. To the fullest extent permitted by applicable law, the
companies involved in the proposed Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
The Offer relates to the shares of a UK company and will be governed by English
law. The Offer will primarily be subject to the disclosure requirements and
practices applicable in the UK to takeover offers, which may differ from the
disclosure requirements of the SRP.
The Offer will be subject to the applicable requirements of the City Code, the
Panel, the SRP, the SRP Code, the London Stock Exchange, the Financial Services
Authority and the Johannesburg Securities Exchange.
Neither the US Securities and Exchange Commission nor any securities commission
of a state in the United States has (a) approved or disapproved of the Offer;
(b) passed upon the merits of fairness of the Offer; or (c) passed upon the
adequacy or accuracy of the disclosure in this press release. Any representation
to the contrary is a criminal offence in the United States.
The availability of the Offer to Dimension Data Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.
Unless otherwise determined by NTT, this announcement and the Offer will not be
made, directly or indirectly, in or into any jurisdiction where to do so would
violate the laws in that jurisdiction (a "Restricted Jurisdiction") or the
United States, or by use of any means or instrumentally (including, without
limitation, telex, facsimile transmission, telephone, internet or other forms of
electronic communication) of interstate or foreign commerce, or of any facility
of a national securities exchange of any Restricted Jurisdiction or the United
States. Unless so determined by NTT, the Offer will not be capable of acceptance
by any such use, means or instrumentally or facility of any Restricted
Jurisdiction or the United States.
Copies of this announcement will not be, and must not be, directly or
indirectly, mailed or otherwise forwarded (including, without limitation, by
telex, facsimile transmission, telephone, internet or other forms of electronic
communication), distributed or sent in, into or from any Restricted Jurisdiction
or the United States. NTT does not currently expect to extend the Offer to
holders of Dimension Data`s American Depositary Receipts.
NTT reserves the right to elect, with the agreement of Dimension Data and the
consent of the Panel and the SRP (where necessary), to implement the acquisition
of Dimension Data by way of a court-approved scheme of arrangement in accordance
with Part 26 of the Act. In such event, the acquisition will be implemented on
substantially the same terms, subject to appropriate amendments, as those which
would apply to the Offer.
NTT will prepare the Offer Document to be distributed to Dimension Data
Shareholders in jurisdictions where it is permissible to do so. Dimension Data
and NTT urge Dimension Data Shareholders to read the Offer Document when it
becomes available because it will contain important information relating to the
Offer.
Other than the SRP, no listing authority or equivalent has reviewed, approved or
disapproved of this announcement or any of the proposals described herein.
Forward Looking Statements
This announcement contains statements about NTT and Dimension Data that are or
may be forward looking statements. All statements other than statements of
historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans" "believes", "expects", "aims"," intends",
"will", "may", "anticipates", "estimates", "projects" or, words or terms of
similar substance or the negative thereof, are forward looking statements.
Forward looking statements include statements relating to the following: (i)
statements relating to the expected benefits of the acquisition to NTT; (ii)
background to and reasons for the Offer; (iii) expectations of the impact of the
acquisition on revenue and earnings of NTT; (iv) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (v) business
and management strategies and the expansion and growth of NTT`s or Dimension
Data`s operations and potential synergies resulting from the Offer; and (vi) the
effects of government regulation on NTT`s or Dimension Data`s business.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward looking statements, including risks relating
to the successful combination of Dimension Data with NTT; higher than
anticipated costs relating to the combination of Dimension Data with NTT or
investment required in Dimension Data to realise expected benefits and facts
relating to Dimension Data that may impact the timing or amount of benefit
realised from the acquisition that are unknown to NTT. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on such forward
looking statements, which speak only as of the date hereof. NTT and Dimension
Data disclaim any obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person`s
interests and short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company; and (ii) any paper offeror(s).
An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no later than 3.30
pm (London time) on the 10th business day following the announcement in which
any paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
percent or more of any class of relevant securities of the offeree company or of
any paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the person`s
interests and short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company; and (ii) any paper offeror, save
to the extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4 of the Code).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel`s website at
http://www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel`s Market Surveillance Unit on +44 (0)20 7638 0129.
In accordance with Rule 2.10 of the Code, Dimension Data confirms that, as at
close of business on 14 July 2010 it had 1,709,104,477 ordinary shares of USD
0.01 in issue. The International Securities Identification Number ("ISIN") for
the ordinary shares is GB0008435405.
Publication on Website
A copy of this announcement will be made available on NTT`s website at
http://www.ntt.co.jp/ir/index_e.html and on Dimension Data`s website at
www.dimensiondata.com/InvestorRelations by no later than 12 noon (London time)
on 16 July 2010.
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement and the Appendices. The Offer will be subject
to the conditions set out in Appendix I to this announcement. Appendix II to
this announcement contains the bases and sources of certain information
contained in this announcement. Appendix III to this announcement contains
details of the irrevocable undertakings. Appendix IV to this announcement
contains a description of the principal terms of the Implementation Agreement.
Appendix V contains the definitions of certain terms used in this summary.
Not for release, publication or distribution, in whole or in part, in or into
any Restricted Jurisdiction or the United States.
FOR IMMEDIATE RELEASE
15 July 2010
Recommended Cash Offer for Dimension Data by NTT
Introduction
The NTT Directors and the Dimension Data Directors are pleased to announce that
they have reached agreement on the terms of a recommended cash offer to be made
by NTT for the entire issued and to be issued ordinary share capital of
Dimension Data.
Morgan Stanley is acting as exclusive financial adviser to NTT. J.P. Morgan
Cazenove is acting as exclusive financial adviser and corporate broker to
Dimension Data.
The Offer
Under the Offer (which will be made subject to the conditions and further terms
set out in Appendix I to this announcement and will be subject to further terms
to be set out in the Offer Document) Dimension Data Shareholders will be
entitled to receive:
for each Dimension Data Share: 120 pence in cash
The Offer values the existing issued ordinary share capital of Dimension Data at
approximately GBP2.1 billion and represents a premium of approximately:
- 18 per cent to the Closing Price of 101.6 pence per
Dimension Data Share on 14 July 2010, being the
last Business Day immediately prior to the date of
this announcement;
- 30 per cent to 92 pence, being the average daily
closing price per Dimension Data Share over the 6
months prior to 14 July 2010, being the last
Business Day immediately prior to the date of this
announcement; and
- 50 per cent to 80 pence, being the average daily
closing price per Dimension Data Share over the 12
months prior to 14 July 2010, being the last
Business Day immediately prior to the date of this
announcement.
The Dimension Data Shares will be acquired pursuant to the Offer fully paid and
free from all liens, charges, equitable interests, encumbrances, rights of pre-
emption and any other rights and interests of any nature whatsoever and together
with all rights now and hereafter attaching thereto, including voting rights and
the right to receive and retain in full all dividends and other distributions
(if any) declared, made or paid on or after the date of this announcement.
NTT reserves the right to acquire Dimension Data Shares in the market at or
below the Offer Price.
Background to and Reasons for the Offer
NTT expects significant opportunities and strategic benefits from its
combination with Dimension Data. NTT and Dimension Data have highly
complementary offerings and geographic presences, which will allow the combined
business to offer a comprehensive portfolio of solutions to existing and new
clients on a global basis.
NTT and Dimension Data share a common vision for the evolution of the
Information and Communications Technology (ICT) industry and possess the
capabilities to address the opportunities it presents. By leveraging the
complementary strengths of NTT and Dimension Data, NTT believes the enlarged
group will be well-positioned to establish a leadership position as a
comprehensive ICT services provider that offers significant value to its
clients.
NTT has strong offerings in managed network services, data centres, application
integration and mobile services through NTT Communications, NTT Data and NTT
DOCOMO. Dimension Data`s business is focused on a full lifecycle of services
including the building, integration and management of IT infrastructure such as
networking, voice, video, data centre, security and Microsoft services for
enterprise and service provider clients. Additionally, Dimension Data has strong
alliances with the leading technology vendors, and is recognised across the
industry for its quality of service delivery. NTT believes that the combined
business will be well-positioned to become a global one-stop-shop to deliver
comprehensive ICT solutions to its client base. The combined group will have
strong offerings in high-growth segments of the industry, such as cloud
computing, messaging, VoIP and security.
NTT believes the enhanced solution portfolio will allow for attractive cross-
selling opportunities and position the combined group to attract additional Tier
1 clients. The combination will provide NTT`s client base of approximately 3,000
companies, which comprises both Japanese enterprises and multinational
corporations, with access to Dimension Data`s leading offerings in network
integration, unified communications and collaboration, security, and Microsoft
based solutions. Dimension Data has more than 6,000 clients, including 63 per
cent of the Global Fortune 500 companies, and has a strong presence in multiple
international locations. Dimension Data`s client base will benefit from NTT`s
strong delivery infrastructure, R&D capabilities and financial resources.
There is a compelling geographical fit between Dimension Data`s and NTT`s
operations. NTT primarily operates in Asia, the US and Europe with network
services in 159 countries and data centres in 31 cities worldwide. Dimension
Data has a strong presence in Africa, the Middle East, Asia and Australia in
addition to its operations in the US and Europe, a total of 49 countries
globally. Dimension Data`s business brings a strong local presence in multiple
international locations that will allow NTT to strengthen its service
infrastructure for Japanese enterprises expanding overseas as well as for new
multinational clients. Similarly Dimension Data`s clients will benefit from the
expanded global delivery network of the combined business.
Over the last few years, NTT has been focused on growing the share of overall
revenue that it derives from its international business. In FY09, NTT`s
international business had revenues of USD 2.9 billion (based on the simple
consolidation of each of its subsidiaries` revenues), in FY07: USD 2.0 billion
and in FY08: USD 2.6 billion. On a pro forma basis incorporating the acquisition
of Dimension Data, total international revenues for FY09 are equivalent to USD
7.0 billion, driving NTT`s shift to a new phase in the growth of its
international business and strengthening its position in fast-growing emerging
markets. NTT and Dimension Data will have a combined headcount of approximately
22,000 employees in subsidiaries outside Japan and a combined client base of
approximately 9,000 companies worldwide.
NTT is delighted to welcome Dimension Data into the NTT Group of companies and
intends Dimension Data to form the core of the combined group`s integrated ICT
offering. NTT believes it is important to preserve Dimension Data`s management
structure, operating structure, brand and business model to allow it to leverage
its entrepreneurial, high performance and client centric culture as an
independent subsidiary while continuing to provide services through the
Dimension Data/Datacraft branded global network. Likewise, the business and
operations of NTT`s subsidiaries, which are complementary to Dimension Data`s
business, will be maintained as is. NTT will look to leverage the significant
assets of the two groups and realise the attractive opportunities that this
collaboration will unlock.
NTT and Dimension Data intend to create working groups, drawing on talent from
both businesses, which will be tasked with focusing on the realisation of
synergies and growth.
Benefits to South Africa
NTT`s proposed acquisition of Dimension Data represents a vote of confidence in
South Africa and in Dimension Data. Dimension Data will be at the core of NTT`s
global integrated IT infrastructure management services and Dimension Data`s
platform significantly enhances NTT`s global footprint by expanding its presence
in particular in the Middle East and Africa. This is therefore a landmark
transaction that also enhances the relationship between South Africa and Japan
and from which Dimension Data and South Africa will gain access to NTT`s world
class scale and technology.
Recommendation
The Dimension Data Directors, who have been so advised by J.P. Morgan Cazenove,
consider the terms of the Offer to be fair and reasonable. In providing its
advice to the Dimension Data Directors, J.P. Morgan Cazenove has taken into
account the commercial assessments of the Dimension Data Directors. In addition,
the Dimension Data Directors consider the terms of the Offer to be in the best
interests of Dimension Data Shareholders as a whole.
Accordingly, the Dimension Data Directors intend unanimously to recommend that
Dimension Data Shareholders accept the Offer as the Dimension Data Directors
have irrevocably undertaken to do in respect of their own beneficial holdings,
representing as at the date of this announcement, in aggregate, approximately
1.1 per cent of the existing issued ordinary share capital of Dimension Data.
Further details of these undertakings are set out in Appendix III to this
announcement.
Background to and Reasons for the Recommendation
Dimension Data has had significant success over recent years in driving
profitable growth. It has achieved this by transitioning its systems integration
(SI) business globally into a services-led organisation focused on key areas of
ICT demand and developing a leading professional and managed services offering
for clients.
The next stage of Dimension Data`s strategic development is intended to drive
further into delivery of next generation services, including converged
communications, data centre services and assisting its clients on the journey
towards a cloud computing focused model. Dimension Data will be well placed to
provide a market-leading blend of on-premise, hybrid and cloud based solutions
for clients. A combination with NTT will put Dimension Data in the position to
accelerate its capability to compete in these areas, bringing improved access to
datacentre infrastructure, communication networks and R&D capabilities. Near-
term, Dimension Data will gain access to NTT`s significant client base and will
be well placed to have transferred to it contracts that are currently outsourced
by NTT on behalf of its multi-national clients.
The Board of Dimension Data believes the Offer reflects the value of Dimension
Data`s current market position. The Offer provides an opportunity for Dimension
Data Shareholders to realise value for their investment in cash now.
Irrevocable Undertakings and Recommended Support
NTT has received irrevocable undertakings from each of the Dimension Data
Directors:
- to accept, or procure the acceptance of, the Offer in respect of their
entire holdings in respect of the Dimension Data Shares, representing as at the
date of this announcement, in aggregate, approximately 1.1 per cent of the
existing issued ordinary share capital of Dimension Data; or
- in case NTT elects to implement the transaction by way of a scheme of
arrangement, to cast, or procure the casting of, all votes in relation to
Dimension Data Shares held by the relevant director in favour of resolutions
proposed at the court meeting and/or Dimension Data`s general meeting convened
in connection with such scheme of arrangement.
NTT has also received irrevocable undertakings from VenFin DD Holdings Limited
("VenFin") to accept, or procure the acceptance of, the Offer in respect of its
entire holding of Dimension Data Shares, which represents 25.2 per cent. of the
existing issued ordinary share capital of Dimension Data. The undertaking of
VenFin to accept the Offer is conditional on approval of its shareholders at a
general meeting. VenFin shareholders holding approximately 79 per cent. of the
share capital of VenFin have undertaken to NTT to vote in favour of acceptance
of the Offer at such general meeting.
In addition, NTT has received irrevocable undertakings from Allan Gray Limited
("Allan Gray") to accept, or procure the acceptance of, the Offer in respect of
the Dimension Data Shares that it holds on a discretionary basis for clients,
which represent 4.5 per cent. of the existing issued ordinary share capital of
Dimension Data. Furthermore, NTT has received irrevocable undertakings from
Allan Gray to recommend to its clients to accept the Offer in respect of
Dimension Data Shares that it holds on their behalf on a non-discretionary
basis, which represent 21.2 per cent. of the existing issued ordinary share
capital of Dimension Data.
On the basis described above, NTT has therefore received total irrevocable
undertakings and recommended support in relation to the Offer in respect of
Dimension Data Shares representing approximately 52 per cent of the existing
issued ordinary share capital of Dimension Data.
Further details of these irrevocable undertakings and recommended support are
set out in Appendix III to this announcement.
Information on NTT
NTT Group is the largest provider of fixed and mobile voice-related services,
internet protocol/packet communications services, sales of telecommunications
equipment, system integration and other telecommunications related services in
Japan and operates one of the largest telephone networks in the world. NTT
Group`s principal businesses are regional communications, long distance and
international communications, mobile communications and data communications.
NTT`s shares are listed on the Tokyo Stock Exchange and on the Osaka, Nagoya,
Fukuoka and Sapporo stock exchanges in Japan. In 1994, NTT listed its shares on
the New York Stock Exchange (in ADR form) and also on the London Stock Exchange.
For the fiscal year ending 31 March 2010, NTT Group had revenues of JPY10,416
billion and operating income of JPY1,110 billion.
Information on Dimension Data
Dimension Data was founded in 1983 and, for the fiscal year ended 30 September
2009, had revenues of USD 4.0 billion. It is a specialist IT services and
solutions provider that helps its approximately 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.
The Dimension Data Group is currently positioned at the forefront of networking
and communications in 49 countries around the world and employs in excess of
11,500 highly skilled employees. Dimension Data is one of the leaders within its
industry receiving over 50 partner awards in 2009 and has a primary listing on
the London Stock Exchange and is also listed on the Johannesburg Securities
Exchange.
Current Trading and Prospects of the Dimension Data Group
Dimension Data is optimistic about its market positioning. It believes there are
signs of improving market conditions and a greater willingness amongst clients
to spend on IT and IT services in particular. Dimension Data is continuing to
invest in resources to meet market demand and to accelerate its services
strategy. It anticipates that the second half of 2010 will see further recovery
in client spending and is confident that its target of single digit constant
currency revenue growth for the full year is achievable.
Dimension Data is positive about the Dimension Data Group`s short and medium
term prospects. It continues to see evidence that its value proposition provides
competitive differentiation in the marketplace, and believes that successful
progression of its services strategy will provide further differentiation and
growth.
Management and Employees
NTT attaches great importance to the skills and experience of the existing
management and employees of Dimension Data. As such, NTT expects that Dimension
Data employees will play an important role in the enlarged group.
NTT does not currently intend to make any material changes to the conditions of
employment of Dimension Data employees.
Dimension Data Share Schemes
Participants in any Dimension Data Share Schemes will be contacted regarding the
effect of the Offer on their rights under those schemes and appropriate
proposals will be made to such participants in due course. Further details of
these proposals will be set out in separate letters to be sent to participants
in the Dimension Data Share Schemes.
Financing
The cash consideration payable by NTT under the terms of the Offer will be
funded using a combination of NTT`s existing cash resources and loan facilities
arranged by The Bank of Tokyo-Mitsubishi UFJ, Ltd, for the purpose of the Offer.
Morgan Stanley & Co. Limited, financial adviser to NTT, is satisfied that the
resources available to NTT are sufficient to satisfy in full the cash
consideration payable to Dimension Data Shareholders under the Offer.
Implementation Agreement and Inducement Fee
NTT and Dimension Data have entered into the Implementation Agreement dated 15
July 2010 which sets out the terms on which they have agreed to implement the
Offer. The Implementation Agreement contains arrangements relating to an
inducement fee which has been approved by the Panel.
The principal terms of the Implementation Agreement and further details of the
inducement fee are set out in Appendix IV to this announcement.
Disclosure of Interests in Dimension Data
As at the close of business on 13 July 2010, being the last practicable date
before this announcement, and save for the irrevocable undertakings referred to
in paragraph 7 above, neither NTT nor any NTT Directors nor, so far as NTT is
aware, any party acting or deemed to be acting in concert with NTT, has any
interest in, or right to subscribe for, any Dimension Data Shares or any
Dimension Data Securities, nor does any such person have any short position
(whether conditional or absolute and whether in the money or otherwise)
including short positions under derivatives or arrangements in relation to
Dimension Data Securities nor has borrowed or lent any relevant Dimension Data
Securities (save for any borrowed shares which have been on-lent or sold). For
these purposes, "arrangement" includes any indemnity or option arrangement or
any agreement or understanding, formal or informal, of whatever nature, relating
to Dimension Data Securities which may be an inducement to deal or refrain from
dealing in such securities.
NTT reserves the right to acquire Dimension Data Shares in the market at or
below the Offer Price.
Since neither NTT nor any member of the NTT Group nor any party acting or deemed
to be acting in concert with NTT, has any interest in relevant securities in
Dimension Data, no Opening Position Disclosure is required under Rule 8.1(a) of
the City Code.
Regulatory Issues
The Offer is conditional upon NTT receiving approvals for the acquisition of
Dimension Data from the European Commission as well as certain other regulatory
bodies in other jurisdictions. Having taken legal advice, NTT is confident that
any regulatory aspects relating to the consummation of the Offer are capable of
being successfully dealt with.
Shareholders Outside the United Kingdom
The availability of the Offer to Dimension Data Shareholders who are not
resident in the United Kingdom may be affected by the laws of their relevant
jurisdiction. Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction. Dimension
Data Shareholders who are in any doubt regarding such matters should consult an
appropriate independent professional adviser in the relevant jurisdiction
without delay. The Offer consideration due to each Dimension Data Shareholder is
to be paid in Pounds Sterling. In order to comply with applicable requirements
in South Africa, South African resident Dimension Data Shareholders who hold
their shares on Dimension Data`s South African branch register are to receive
their consideration in South African Rand, based on a conversion mechanism which
will be described in the Offer Document to be posted to Dimension Data
Shareholders by NTT.
Delisting, Compulsory Acquisition and Re-registration
If the Offer becomes or is declared unconditional in all respects, and
sufficient acceptances under the Offer are received, NTT intends to procure that
Dimension Data makes applications to cancel the listing of the Dimension Data
Shares from the UKLA`s Official List and from the Johannesburg Securities
Exchange and to cancel admission to trading in Dimension Data Shares on the
London Stock Exchange`s and Johannesburg Securities Exchange`s markets for
listed securities.
If NTT receives acceptances under the Offer in respect of, or otherwise
acquires, 90 per cent or more of the Dimension Data Shares to which the Offer
relates, NTT intends to exercise its rights pursuant to the provisions of Part
28 of the Companies Act or s440K of the South African Companies Act 51 1973 in
respect of Dimension Data Shares which are held on Dimension Data`s South
African branch register, to acquire compulsorily the remaining Dimension Data
Shares in respect of which the Offer has not been accepted on the same terms as
the Offer.
It is anticipated that cancellation of listing on the Official List and
Johannesburg Securities Exchange and of admission to trading on the London Stock
Exchange and Johannesburg Securities Exchange will take effect no earlier than
20 Business Days after either (i) the date on which NTT has, by virtue of its
shareholdings and acceptances of the Offer, acquired or agreed to acquire issued
share capital carrying 75 per cent of the voting rights of Dimension Data or
(ii) the first date of issue of compulsory acquisition notices under Part 28 of
the Act, as applicable. NTT will notify Dimension Data Shareholders when the
required 75 per cent has been attained and confirm that the notice period has
commenced and the anticipated date of cancellation and will take such steps as
are required in order to procure the cancellation of Dimension Data`s listing on
the Johannesburg Securities Exchange in accordance with its rules.
The cancellation of Dimension Data`s listing would significantly reduce the
liquidity and marketability of any Dimension Data Shares in respect of which the
Offer has not been accepted at that time.
It is also intended that, following the Offer becoming or being declared
unconditional, Dimension Data will be re-registered as a private company under
the relevant provisions of the Companies Act.
General
It is expected that the Offer Document and the Acceptance Forms accompanying the
Offer Document will be posted as soon as possible and, in any event, (save with
the consent of the Panel) within 28 days of this announcement. The Offer will be
subject to the conditions set out in Appendix I. The basis and sources of
certain financial information contained in this announcement are set out in
Appendix II. Certain terms used in this announcement are defined in Appendix V.
Subject to satisfaction or waiver of the conditions set out in Appendix I, the
Offer is expected to become or be declared unconditional in all respects by the
end of October 2010.
NTT reserves the right to elect, with the agreement of Dimension Data and the
consent of the Panel and the SRP (where necessary), to implement the acquisition
of Dimension Data by way of a court-approved scheme of arrangement in accordance
with Part 26 of the Act. In such event, the acquisition will be implemented on
substantially the same terms, subject to appropriate amendments, as those which
would apply to the Offer.
Enquiries:
NTT - Global Business Strategy Office Telephone: +81 44 965 5636
Morgan Stanley
(Financial Adviser to NTT)
Laurence Hopkins (London) Telephone: +44 20 7425 8000
Hironobu Wakabayashi (Tokyo) Telephone: +81 3 5424 5000
Risana Zitha (Johannesburg) Telephone: +27 11 587 0800
Dimension Data
Patrick Quarmby Telephone: +27 11 575 0000
David Sherriffs Telephone: +27 11 575 0000
J.P. Morgan Cazenove
(Financial Adviser and Corporate
Broker to Dimension Data)
Michael Wentworth-Stanley (London) Telephone: +44 20 7588 2828
David Harvey-Evers (London) Telephone: +44 20 7588 2828
Grant Tidbury (Johannesburg) Telephone: +27 11 507 0300
Morgan Stanley is acting as exclusive financial adviser to NTT and no one else
in connection with the Offer and this announcement and will not be responsible
to anyone other than NTT for providing the protections afforded to clients of
Morgan Stanley or for providing advice in connection with the Offer, the
contents of this announcement or any other matter referred to herein.
J.P. Morgan plc, which conducts its UK investment banking business as J.P.
Morgan Cazenove and which is authorised and regulated by the UK Financial
Services Authority, is acting exclusively for Dimension Data and no one else in
connection with the Offer and will not be responsible to anyone other than
Dimension Data for providing the protections afforded to clients of J.P. Morgan
plc or for providing advice in connection with the Offer or any matter referred
to herein.
This announcement is for information purposes only and does not constitute an
offer to sell or invitation to purchase or subscribe for any securities or the
solicitation an offer to buy any securities in any jurisdiction pursuant to the
Offer or otherwise, nor shall there be any sale, issue or transfer of the
securities referred to in this announcement in any jurisdiction in contravention
of applicable law. The offer will be made solely through the Offer Document and
the Acceptance Forms, which will contain the full terms and conditions of the
Offer, including details of how it may be accepted. This announcement does not
constitute a prospectus or prospectus equivalent document.
This announcement has been prepared for the purpose of complying with English
law and the City Code and, where appropriate, the laws of South Africa and the
SRP Code and the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in accordance with
the laws of other jurisdictions. The release, publication or distribution of
this announcement in certain jurisdictions may be restricted by law. Persons who
are not resident in the United Kingdom or who are subject to other jurisdictions
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with the applicable requirements may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies involved in the
proposed Offer disclaim any responsibility or liability for the violation of
such restrictions by any person.
The Offer relates to the shares of a UK company and will be governed by English
law. The Offer will primarily be subject to the disclosure requirements and
practices applicable in the UK to takeover offers, which may differ from the
disclosure requirements of the SRP.
The Offer will be subject to the applicable requirements of the City Code, the
Panel, the SRP, the SRP Code, the London Stock Exchange, the Financial Services
Authority and the Johannesburg Securities Exchange.
Neither the US Securities and Exchange Commission nor any securities commission
of a state in the United States has (a) approved or disapproved of the Offer;
(b) passed upon the merits of fairness of the Offer; or (c) passed upon the
adequacy or accuracy of the disclosure in this press release. Any representation
to the contrary is a criminal offence in the United States.
The availability of the Offer to Dimension Data Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.
Unless otherwise determined by NTT, this announcement and the Offer will not be
made, directly or indirectly, in or into a Restricted Jurisdiction or the United
States, or by use any means or instrumentality (including, without limitation,
telex, facsimile transmission, telephone, internet, or other forms of electronic
communication) of interstate or foreign commerce, or of any facility of a
national securities exchange, of any Restricted Jurisdiction or the United
States. Unless so determined by NTT, the Offer will not be capable of acceptance
by any such use, means or instrumentality or facility of, or from or within, any
Restricted Jurisdiction or the United States.
Copies of this announcement, the Offer Document and the Acceptance Forms will
not be, and must not be, directly or indirectly, mailed or otherwise forwarded,
(including without limitation by telex, facsimile transmission, telephone,
internet or other forms of electronic communication) distributed or sent in,
into or from any Restricted Jurisdiction or the United States. NTT does not
currently expect to extend the Offer to holders of Dimension Data`s American
Depository Receipts.
NTT will prepare the Offer Document to be distributed to Dimension Data
Shareholders in jurisdictions where it is permissible to do so. Dimension Data
and NTT will urge Dimension Data Shareholders to read the Offer Document when it
becomes available because it will contain important information relating to the
Offer.
Other than the SRP, no listing authority or equivalent has reviewed, approved or
disapproved of this announcement or any of the proposals described herein.
Forward Looking Statements
This announcement contains statements about NTT and Dimension Data that are or
may be forward looking statements. All statements other than statements of
historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or, words or terms of
similar substance or the negative thereof, are forward looking statements.
Forward looking statements include statements relating to the following: (i)
statements relating to the expected benefits of the acquisition to NTT; (ii)
background to and reasons for the Offer; (iii) expectations of the impact of the
acquisition on revenue and earnings of NTT; (iv) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (v) business
and management strategies and the expansion and growth of NTT`s or Dimension
Data`s operations and potential synergies resulting from the Offer; and (vi) the
effects of government regulation on NTT`s or Dimension Data`s business.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward looking statements, including risks relating
to the successful combination of Dimension Data with NTT; higher than
anticipated costs relating to the combination of Dimension Data with NTT or
investment required in Dimension Data to realise expected benefits and facts
relating to Dimension Data that may impact the timing or amount of benefit
realised from the acquisition that are unknown to NTT. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on such forward
looking statements, which speak only as of the date hereof. NTT and Dimension
Data disclaim any obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person`s
interests and short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company; and (ii) any paper offeror(s).
An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no later than 3.30
pm (London time) on the 10th business day following the announcement in which
any paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person`s interests and
short positions in, and rights to subscribe for, any relevant securities of each
of: (i) the offeree company; and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4 of the Code).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel`s website at
http://www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel`s Market Surveillance Unit on +44 (0)20 7638 0129.
In accordance with Rule 2.10 of the Code, Dimension Data confirms that, as at
close of business on 14 July 2010 it had 1,709,104,477 ordinary shares of USD
0.01 in issue. The International Securities Identification Number ("ISIN") for
the ordinary shares is GB0008435405.
Publication on Website
A copy of this announcement will be made available on NTT`s website at
http://www.ntt.co.jp/ir/index_e.html and on Dimension Data`s website at
www.dimensiondata.com/InvestorRelations by no later than 12 noon (London time)
on 16 July 2010.
Appendix I
Conditions and Further Terms of the Offer
Part A
Conditions of the Offer
The Offer, which will be made by NTT, will comply with the City Code and will be
governed by English law and be subject to the jurisdiction of the English courts
(save for certain procedural aspects of the Offer which relate to Dimension Data
Shares which are held on Dimension Data`s South African branch register, which
will be governed by the laws of South Africa). In addition, the Offer will be
subject to the terms and conditions to be set out in the Offer Document. The
Offer will be subject to the following conditions:
valid acceptances of the Offer being received (and not, where permitted,
withdrawn) by no later than 3.00 p.m. (London time) on the first closing date as
set out in the Offer Document (or such later time(s) and/or date(s) as NTT may,
subject to the rules of the Code, decide) in respect of not less than 90 per
cent (or such lesser percentage as NTT may decide) of the Dimension Data Shares
to which the Offer relates, provided that this condition will not be satisfied
unless NTT shall have acquired or agreed to acquire (whether pursuant to the
Offer or otherwise) Dimension Data Shares carrying in aggregate more than 50 per
cent. of the voting rights normally exercisable at a general meeting of
Dimension Data. For the purposes of this condition:
Dimension Data Shares which have been unconditionally allotted but not issued
shall be deemed to carry the voting rights which they will carry upon issue;
the expression "Dimension Data Shares to which the Offer relates" shall be
construed in accordance with Part 28 of the Companies Act; and
valid acceptances shall be deemed to have been received in respect of Dimension
Data Shares which are treated for the purposes of Part 28 of the Companies Act
as having been acquired or contracted to be acquired by NTT by virtue of
acceptances of the Offer;
In addition, the Offer will also be conditional upon the following conditions
(as amended if appropriate) being satisfied or waived as referred to below:
to the extent that the Offer constitutes a concentration falling within the
scope of Council Regulation (EC) 139/2004 (as amended) (the "Regulation"):
the European Commission taking a decision (or being deemed to have taken a
decision) under Article 6(1)(b) declaring the Offer compatible with the common
market, without imposing any conditions or obligations that are not on terms
reasonably satisfactory to NTT; or
the European Commission taking a decision (or being deemed to have taken a
decision) to refer the Offer to the competent authorities of one or more Member
States under Article 9(3) of the Regulation; and
(i) each such authority taking a decision with
equivalent effect to that referred to in
Clause 2.1.1 with respect to those parts of
the Offer referred to it; and
(ii) the European Commission taking any of the
decisions referred to in Clause 2.1.1 with
respect to any part of the Offer retained by
it;
the South African Competition authorities approving the Offer, in terms of the
South African Competition Act of 1998, without conditions or subject to such
conditions as may be satisfactory to NTT, acting reasonably;
the Exchange Control of the South African Reserve Bank approving the Offer, to
the extent required, without conditions or subject to such conditions as may be
satisfactory to NTT, acting reasonably;
the Independent Communications Authority of South Africa approving the Offer, to
the extent required, without conditions or subject to such conditions as may be
satisfactory to NTT, acting reasonably;
all required filings having been made under the United States Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (as amended) and the rules and regulations
thereunder and all applicable waiting periods with respect thereto having
expired or been terminated;
NTT having received clearance from CFIUS under the U.S. Defense Production Act
of 1950 as amended in relation to the Offer;
one of the following occurs:
the Treasurer of the Commonwealth of Australia (the "Treasurer") or his agent
advises NTT to the effect that there are no objections to the acquisition of up
to all the Dimension Data Shares by NTT in terms of the Commonwealth
Government`s foreign investment policy; or
no order is made in relation to the Offer under section 22 of the Foreign
Acquisitions and Takeovers Act 1975 (Cth) (the "FATA") within a period of 40
days after NTT has notified the Treasurer that it proposes to acquire the
Dimension Data Shares under the Offer, and no notice is given by the Treasurer
to NTT during that period to the effect that there are any objections to the
acquisition of the Dimension Data Shares by NTT in terms of the Commonwealth
Government`s foreign investment policy; or
where an order is made under section 22 of the FATA, a period of 90 days has
expired after the order comes into operation and no notice has been given by the
Treasurer to NTT during that period to the effect that there are any objections
to the acquisition of the Dimension Data Shares by NTT in terms of the
Commonwealth Government`s foreign investment policy;
no central bank, government or governmental, quasi-governmental, state or local
government, supranational, statutory, environmental, administrative,
investigative or regulatory body, agency, court, association or any other person
or body in any jurisdiction (a "Relevant Authority") having given notice of a
decision to take or having decided to take or having taken, instituted,
implemented or threatened any action, proceeding, suit, investigation or
enquiry, or enacted, made or proposed any statute, regulation, order, decision,
changed a published position or otherwise taken any other step that would or
might in the reasonable opinion of NTT in any respect reasonably be expected to:
require, prevent or delay the divestiture by any member of the Wider NTT Group
or any member of the Wider Dimension Data Group of all or any portion of their
respective businesses, assets or properties or impose any limitation on the
ability of any member of the Wider NTT Group or the Wider Dimension Data Group
to conduct their respective businesses (or any part of them) or to own or
control any of their respective assets or properties or any part of them which,
in any such case, is material in the context of the Wider Dimension Data Group
taken as a whole or in the context of the Offer; or
other than pursuant to the Offer or Part 28, Chapter 3 of the Act require any
member of either the Wider NTT Group or Wider Dimension Data Group to make an
offer to acquire any shares or other securities in any member of the Wider
Dimension Data Group owned by any third party; or
impose any material limitation on, or result in a material delay in, the ability
of NTT or the Wider NTT Group directly or indirectly to acquire or to hold or to
exercise effectively directly or indirectly all or any rights of ownership in
respect of shares or loans or securities convertible into shares or any other
securities (or the equivalent) in Dimension Data or the ability of NTT to hold
or exercise effectively any rights of ownership of shares, loans or other
securities in, or to exercise management control over any member of the Wider
Dimension Data Group, which, in any such case, is material in the context of the
Wider Dimension Data Group taken as a whole or in the context of the Offer; or
otherwise adversely affect the business, assets, liabilities, financial or
trading position, profits or prospects of any member of the Wider Dimension Data
Group in each case to an extent which is material in the context of the Wider
Dimension Data Group taken as a whole or in the context of the Offer; or
result in any member of the Wider Dimension Data Group ceasing to be able to
carry on business under any name under which it presently does so which is
material in the context of the Wider Dimension Data Group taken as a whole or in
the context of the Offer; or
make the Offer, its implementation or the acquisition of any shares in, or
control of, Dimension Data by any member of the Wider NTT Group, void,
unenforceable, illegal and/or prohibited in or under the laws of any
jurisdiction or otherwise directly or indirectly restrict, restrain, prohibit,
delay or otherwise materially interfere with the implementation of, or impose
additional conditions or obligations with respect to, or require amendment of,
or otherwise challenge or interfere with, the Offer,
and all applicable waiting and other time periods during which any such Relevant
Authority could decide to take, institute, implement or threaten any such
action, proceedings, suit, investigation, enquiry or reference or take any other
step under the laws of any jurisdiction having expired, lapsed or been
terminated;
all necessary filings, applications and/or notifications which are necessary or
reasonably considered necessary by NTT having been made and all statutory and
regulatory obligations in connection with the Offer in any relevant
jurisdictions which are necessary or reasonably considered necessary by NTT
having been complied with and all appropriate waiting periods (including any
extensions thereof) under any applicable legislation or regulation of any
jurisdiction having expired, lapsed or been terminated in each case in respect
of the Offer and the acquisition of any shares or other securities in, or
control of, Dimension Data by NTT or any member of the Wider NTT Group and all
authorisations, orders, grants, recognitions, confirmations, licences, consents,
clearances, permissions and approvals ("authorisations") necessary or
appropriate in any jurisdiction for or in respect of the Offer and the proposed
acquisition of any shares or other securities in, or control or management of,
Dimension Data by NTT or any member of the Wider NTT Group being obtained in
terms and in a form satisfactory to NTT, acting reasonably, from appropriate
Relevant Authorities or from any persons or bodies with whom any member of the
Wider NTT Group or the Wider Dimension Data Group has entered into contractual
arrangements and such authorisations together with all authorisations necessary
or appropriate for any member of the Wider Dimension Data Group to carry on its
business remaining in full force and effect in each case where the absence of
such authorisation would have a material adverse effect on the Wider Dimension
Data Group and there being no notice or other intimation of any intention to
revoke, suspend, restrict or modify or not to renew any of the same having been
made and all necessary statutory or regulatory obligations in any jurisdiction
having been complied with;
save as fairly disclosed in the Annual Report or as Publicly Announced or fairly
disclosed in writing to NTT or its advisers by or on behalf of Dimension Data in
the course of the negotiations relating to the Offer, in each case prior to the
date of this announcement, there being no provision of any arrangement,
agreement, lease, licence, permit or other instrument to which any member of the
Dimension Data Group is a party or by or to which any such member or any of its
assets is or may be bound or be subject which, as a consequence of the Offer or
the acquisition or the proposed acquisition by NTT or any member of the Wider
NTT Group of any shares or other securities (or the equivalent) in Dimension
Data or because of a change in the control or management of any member of the
Wider Dimension Data Group or otherwise, would or might reasonably be expected
to result in, in any case to an extent which is material in the context of the
Wider Dimension Data Group taken as a whole or in the context of the Offer in:
any monies borrowed by, or any other indebtedness, actual or contingent, of, or
any grant available to, any member of the Wider Dimension Data Group being or
becoming repayable, or being capable of being declared repayable immediately or
prior to their or its stated maturity, or the ability of any such member to
borrow monies or incur any indebtedness being withdrawn or inhibited or becoming
capable of being withdrawn or inhibited;
the creation or enforcement of any mortgage, charge or other security interest,
over the whole or any part of the business, property or assets of any member of
the Wider Dimension Data Group or any such mortgage, charge or other security
interest (whenever arising or having arisen) becoming enforceable;
any such arrangement, agreement, lease, licence, permit or other instrument
being, or becoming capable of being, terminated or adversely modified or
affected or any onerous obligation or liability arising or any adverse action
being taken thereunder;
any assets or interests of any member of the Wider Dimension Data Group being or
falling to be disposed of or charged or any right arising under which any such
asset or interest could be required to be disposed of or charged or could cease
to be available to any member of the Wider Dimension Data Group;
the rights, liabilities, obligations or interests of any member of the Wider
Dimension Data Group in, or the business of any such member with, any person,
firm or body (or any arrangement or arrangements relating to any such interest
or business) being terminated, adversely modified or adversely affected;
any such member of the Wider Dimension Data Group ceasing to be able to carry on
business under any name under which it presently does so;
the value, financial or trading position, profits or prospects of Dimension Data
or any member of the Wider Dimension Data Group being prejudiced or adversely
affected;
the creation of any liability (actual or contingent) of any member of the Wider
Dimension Data Group to make severance, termination, bonus or other payment to
any of its directors or officers; or
the creation of any liability (actual or contingent) by any member of the Wider
Dimension Data Group other than in the ordinary course of business, and no event
having occurred which under any provision of any agreement, arrangement,
licence, permit or other instrument to which any member of the Wider Dimension
Data Group is a party or by or to which any such member or any of its assets may
be bound or subject, could reasonably be expected to result in any of the events
or circumstances which are referred to in conditions 2.10.1 to 2.10.8;
save as fairly disclosed in the Annual Report or as Publicly Announced or fairly
disclosed in writing to NTT or its advisers by or on behalf of Dimension Data in
the course of the negotiations relating to the Offer, in each case prior to the
date of this announcement, no member of the Wider Dimension Data Group having
since 1 October 2009:
issued or agreed to issue or authorised or proposed or announced its intention
to authorise or propose the issue of additional shares of any class, or
securities convertible into, or exchangeable for, or rights, warrants or options
to subscribe for or acquire, any such shares or convertible securities (save as
between Dimension Data and wholly-owned subsidiaries of Dimension Data and save
for the issue of the Dimension Data Shares pursuant to or in connection with
rights granted before the date of this announcement under, or the grant of
rights before such date under, the Dimension Data Share Schemes);
recommended, declared, paid or made or proposed to recommend, declare, pay or
make any bonus issue, dividend or other distribution whether payable in cash or
otherwise other than dividends (or other distributions whether payable in cash
or otherwise) lawfully paid or made by any wholly-owned subsidiary of Dimension
Data to Dimension Data or any of its wholly-owned subsidiaries;
other than pursuant to the implementation of the Offer (and save for
transactions between Dimension Data and its wholly-owned subsidiaries and
transactions in the ordinary course of business) implemented, effected,
authorised, proposed or announced its intention to implement, effect, authorise
or propose any merger, demerger, reconstruction, amalgamation, scheme,
commitment or acquisition or disposal of assets or shares (or the equivalent
thereof) in any undertaking or undertakings, that is material in the context of
the Wider Dimension Data Group taken as a whole, its share or loan capital or in
the context of the Offer;
(save for transactions between Dimension Data and its wholly-owned subsidiaries
and save for transactions in the ordinary course of business) disposed of, or
transferred, mortgaged or charged, or created any other security interest over,
any asset or any right, title or interest in any asset that is material in the
context of the Wider Dimension Data Group taken as a whole or authorised,
proposed or announced any intention to do so;
made, authorised, proposed or announced an intention to propose any change in
its loan capital which is material in the context of the Wider Dimension Data
Group taken as a whole or in the context of the Offer;
(save for transactions between Dimension Data and its wholly-owned subsidiaries)
issued, authorised or proposed or announced an intention to authorise or
propose, the issue of any debentures or (save for transactions between Dimension
Data and its wholly-owned subsidiaries or transactions under existing credit
arrangements or in the ordinary course of business) incurred any indebtedness or
contingent liability which is material in the context of the Wider Dimension
Data Group as a whole or in the context of the Offer;
entered into, varied or terminated, or authorised, proposed or announced its
intention to enter into, terminate or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, unusual or onerous nature or magnitude or
which involves or is reasonably likely to involve an obligation of such a nature
or magnitude which is, in any such case, or which is or is likely to be
restrictive on the business of any member of the Wider Dimension Data Group,
which is, in each such case, material in the context of the Wider Dimension Data
Group or in the context of the Offer;
entered into or varied to a material extent or authorised, proposed or announced
its intention to enter into or vary to a material extent the terms of, or make
any offer (which remains open for acceptance) to enter into or vary to a
material extent the terms of, any service agreement with any director or senior
executive of any member of the Wider Dimension Data Group;
proposed, agreed to provide or modified the terms of any share option scheme,
incentive scheme or other benefit relating to the employment or termination of
employment of any person employed by the Wider Dimension Data Group save as
agreed by NTT in writing;
other than in connection with the Offer, implemented or effected, or authorised,
proposed or announced its intention to implement or effect, any composition,
assignment, reconstruction, amalgamation, commitment, scheme or other offer or
arrangement otherwise than in the ordinary course of business which is material
in the context of the Wider Dimension Data Group taken as a whole or in the
context of the Offer;
purchased, redeemed or repaid or announced a proposal to purchase, redeem or
repay any of its own shares or other securities (or the equivalent) or reduced
or made any other change to or proposed the reduction or other change to any
part of its share capital, save for any shares allotted in connection with the
Dimension Data Share Schemes pursuant to rights granted before the date of this
announcement or as between Dimension Data and wholly-owned subsidiaries of
Dimension Data;
(other than in respect of claims between Dimension Data and wholly-owned
subsidiaries of Dimension Data) waived, compromised or settled any claim which
is material in the context of the Wider Dimension Data Group as a whole;
terminated or varied the terms of any agreement or arrangement between any
member of the Wider Dimension Data Group and any other person in a manner which
would or might reasonably be expected to have a material adverse effect on the
financial position of the Wider Dimension Data Group taken as a whole;
(save as disclosed on publicly available registers prior to the date of the
announcement) made any material alteration to its memorandum or articles of
association;
save to the extent agreed by NTT in writing, made or agreed or consented to any
significant change to the terms of the trust deeds constituting the pension
schemes established for its directors and/or employees and/or their dependants
or any material favourable change to the benefits which accrue, or to the
pensions which are payable (including contributions payable to any such
Schemes), thereunder, or to the basis on which qualification for or accrual or
entitlement to such benefits or pensions are calculated or determined or to the
basis upon which the liabilities (including pensions) of such pension schemes
are funded or made, or agreed or consented to any change to the trustees
involving the appointment of a trust corporation;
been unable, or admitted in writing that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or any part of
any business which is material in the context of the Wider Dimension Data Group
as a whole or in the context of the Offer;
(other than in respect of a company which is dormant and was solvent at the
relevant time) taken or proposed any corporate action or had any action or
proceedings or other steps instituted against it for its winding-up (voluntary
or otherwise), dissolution or reorganisation or for the appointment of a
receiver, administrator, administrative receiver, trustee or similar officer of
all or any material part of its assets or revenues or any analogous proceedings
in any jurisdiction or appointed any analogous person in any jurisdiction which
is material in the context of the Wider Dimension Data Group taken as a whole or
in the context of the Offer; or
entered into any contract, agreement, arrangement or commitment or passed any
resolution or made any proposal or announcement with respect to, or to effect,
any of the transactions, matters or events referred to in this condition 2.11;
save as fairly disclosed in the Annual Report or as Publicly Announced or fairly
disclosed in writing to NTT or its advisers by or on behalf of Dimension Data in
the course of negotiations relating to the Offer, in each case prior to the date
of this announcement, since 1 October 2009 there having been:
no adverse change or deterioration in the business, assets, financial or trading
position or profits or prospects of any member of the Wider Dimension Data Group
which is material in the context of the Wider Dimension Data Group taken as a
whole or in the context of the Offer;
no litigation, arbitration proceedings, prosecution or other legal proceedings
having been threatened, announced or instituted by or against or remaining
outstanding against or in respect of any member of the Wider Dimension Data
Group and which might reasonably be expected to have a material adverse effect
on the Wider Dimension Data Group taken as a whole or in the context of the
Offer;
no enquiry or investigation by or complaint or reference to any Relevant
Authority or other investigative body, threatened, announced, implemented or
instituted or remaining outstanding by, against or in respect of any member of
the Wider Dimension Data Group which would or might reasonably be expected to
have a material adverse effect on the Wider Dimension Data Group taken as a
whole in the context of the Offer;
no contingent or other liability arising or becoming apparent to any member of
the Wider NTT Group which would or might reasonably be expected to adversely
affect any member of the Wider Dimension Data Group and which in any such case
is material in the context of the Wider Dimension Data Group taken as a whole or
in the context of the Offer; and
no steps taken and no omissions made which are likely to result in the
withdrawal, cancellation, termination or modification of any licence held by any
member of the Wider Dimension Data Group which is necessary for the proper
carrying on of its business, which is material in the context of the Wider
Dimension Data Group taken as a whole or in the context of the Offer;
save as fairly disclosed in the Annual Report or as Publicly Announced or fairly
disclosed in writing to NTT or its advisers by or on behalf of Dimension Data in
the course of negotiations relating to the Offer, in each case prior to the date
of this announcement, NTT not having discovered:
that the financial, business or other information concerning the Wider Dimension
Data Group Publicly Announced or disclosed at any time by or on behalf of any
member of the Wider Dimension Data Group contains a misrepresentation of fact or
omits to state a fact necessary to make the information contained therein not
misleading and which was not subsequently corrected by 14 July 2010 by
disclosure either publicly or otherwise to NTT, which is, in any case, material
in the context of the Wider Dimension Data Group or in the context of the Offer;
that any member of the Wider Dimension Data Group, partnership, company or other
entity in which any member of the Wider Dimension Data Group has a significant
economic interest and which is not a subsidiary undertaking of the Wider
Dimension Data Group is, otherwise than in the ordinary course of business,
subject to any liability, contingent or otherwise, which is material in the
context of the Wider Dimension Data Group taken as a whole or in the context of
the Offer;
any information which affects the import of any information disclosed at any
time by or on behalf of any member of the Wider Dimension Data Group to an
extent which is material in the context of the Wider Dimension Data Group as a
whole or in the context of the Offer;
that any past or present member of the Wider Dimension Data Group has failed to
comply in any material respect with any and/or all applicable legislation or
regulations of any jurisdiction or any notice or requirement of any third party
with regard to the storage, treatment, transport, handling, disposal, discharge,
spillage, release, leak or emission of any waste or hazardous or harmful
substance or any substance likely to impair the environment or harm human or
animal health or otherwise relating to environmental matters or that there has
otherwise been any such use storage, treatment, transport, handling, disposal,
discharge, spillage, release, leak or emission (whether or not the same
constituted non-compliance by any person with any such legislation or
regulation, and whenever the same may have taken place), any of which non-
compliance would be likely to give rise to any material liability (whether
actual or contingent) or cost on the part of any member of the Wider Dimension
Data Group and which is material, in the aggregate, in the context of the Wider
Dimension Data Group taken as a whole;
there is, or is reasonably likely to be, any material obligation or liability
(whether actual or contingent) to make good, repair, reinstate or clean up any
property now or previously owned, occupied, operated or made use of or
controlled by any past or present member of the Wider Dimension Data Group under
any environmental legislation, regulation, notice, circular, order or other
requirement of any Relevant Authority in any jurisdiction, in each case to an
extent which is material in the context of the Wider Dimension Data Group taken
as a whole; or
that any past or present member of the Wider Dimension Data Group, partnership,
company or entity in which any member of the Wider Dimension Data Group has an
economic interest and which is not a subsidiary undertaking of the Wider
Dimension Data Group, has breached any trade marks, service marks, trade names,
domain names, logos, get-up, patents, inventions, registered and unregistered
design rights, copyrights, semi-conductor topography rights, database rights and
all other similar rights in any part of the world (including, where such rights
are obtained or enhanced by registration, any registration of such rights and
applications and rights to apply for such registrations) of any third party to
an extent which is material in the context of the Wider Dimension Data Group
taken as a whole or in the context of the Offer.
Part B
Waiver of Conditions and Further Terms of the Offer
Subject to the requirements of the Panel, NTT reserves the right to waive, in
whole or in part, all or any of the above conditions 2.1 to 2.13 (inclusive).
If NTT is required by the Panel to make an offer for Dimension Data Shares under
the provisions of Rule 9 of the City Code, NTT may make such alteration to any
of the above conditions, including Condition 1, as are necessary to comply with
the provisions of that Rule.
The Offer will lapse unless all the above conditions have been fulfilled or,
where permitted, waived or, where appropriate, have been determined by NTT to be
or remain satisfied, by midnight (London time) on the twenty-first day after the
later of the first closing date of the Offer Document and the date on which
condition 1 is fulfilled (or in each case such later date as NTT may determine,
in accordance with the City Code).
The Offer will lapse (unless otherwise agreed with the Panel) if, before the
later of the first closing date of the Offer and the date when the Offer becomes
or is declared unconditional as to acceptances the European Commission has
indicated that it will not approve the acquisition of Dimension Data by NTT.
NTT shall be under no obligation to waive (if capable of waiver), to determine
to be or remain satisfied or to treat as fulfilled any of conditions 2.1 to 2.13
(inclusive) by a date earlier than the latest date for the fulfilment of that
condition notwithstanding that the other conditions of the Offer may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such conditions may not be capable
of fulfilment.
If the Offer lapses, the Offer will cease to be capable of further acceptances
and accepting Dimension Data Shareholders and NTT shall cease to be bound by
Acceptance Forms submitted at or before the time when the Offer so lapses.
NTT reserves the right to elect to implement the Offer by way of a scheme of
arrangement under Part 26 of the Companies Act. In such event, the scheme of
arrangement will be implemented on the same terms (subject to appropriate
amendments), so far as applicable, as those which would apply to the Offer.
Appendix II
Sources of Information and Bases of Calculation
The Offer values the existing issued ordinary share capital of Dimension Data
based upon 1,709,104,477 Dimension Data Shares in issue at the close of business
on 14 July 2010, being the last Business Day prior to the date of this
announcement.
The closing mid-market price of Dimension Data Shares on 14 July 2010, being the
last Business Day prior to the date of this announcement, is the closing middle
market quotation derived from the Official List.
The historical average share prices for Dimension Data Shares for the 6 and 12
month periods ended 14 July 2010 are derived from Bloomberg and taken as the
average daily closing price for the period.
Unless otherwise stated, the financial information relating to Dimension Data is
extracted from the audited consolidated financial statements of Dimension Data
for the year ended 30 September 2009 or from the interim results statement of
Dimension Data for the six months ended 31 March 2010.
Unless otherwise stated, the financial information relating to NTT is extracted
from the audited consolidated financial statements of NTT for the year ended 31
March 2010.
Under the Dimension Data Share Schemes, there are outstanding options which are
exercisable in relation to approximately 56 million Dimension Data Shares.
Appendix III
Details of Irrevocable Undertakings and Recommended Support
Directors
The Dimension Data Directors have given irrevocable undertakings to accept the
Offer as follows:
Name Number of Dimension Data % of issued ordinary
Shares share capital
R G Barclay 60,000 0.00%
B W Dawson 2,182,832 0.13%
S M Joubert 1,534,683 0.09%
J J Ord 12,361,608 0.72%
P K Quarmby 1,368,725 0.08%
D B Sherriffs 500,000 0.03%
R M Scott 179,319 0.01%
Total 18,187,167 1.06%
These undertakings will cease to have effect if:
- the Offer Document is not posted within 28 days of this
announcement (or within such longer period as NTT, with
the consent of the Panel, determines); or
- the Offer lapses or is withdrawn.
If NTT elects to implement the transaction by means of a scheme of arrangement,
the undertakings shall cease to have effect if:
- the scheme document is not posted within 28 days of this
announcement (or within such longer period as NTT, with
the consent of the Panel, determines); or
- the scheme of arrangement does not become effective on
or before 31 October 2010 or lapses or is withdrawn in
accordance with its terms.
Certain Institutional Shareholders
The following holders of Dimension Data Shares have given irrevocable
undertakings to accept the Offer (or, in the case of Dimension Data Shares held
by Allan Gray Limited on behalf of its clients on a non-discretionary basis, to
recommend to such clients to accept the Offer):
Name Number of % of issued
Dimension Data ordinary share
Shares capital
VenFin DD Holdings Limited 430,467,810 25.19%
Allan Gray Limited 77,674,583 4.54%
(discretionary)
Allan Gray Limited (non- 362,562,257 21.21%
discretionary)
Total 870,704,650 50.95%
These undertakings will cease to have effect on the earlier of:
- 31 October 2010;
- the date of fulfilment (or the waiver, as the case may
be) of all the conditions to the acquisition set out in
this announcement or the Offer Document or, if the
transaction is implemented by means of a scheme of
arrangement, scheme circular;
- the Offer lapsing; and
- 6 pm on the third Business Day following the
announcement by a third party of a bona fide competing
offer for the share capital of Dimension Data which is
greater than the Offer Price by at least 10 per cent per
Dimension Data Share provided that such announcement is
prior to the date of acceptance of the Offer or, if the
transaction is implemented by means of a scheme of
arrangement, the general meeting of Dimension Data in
relation to the scheme, and provided that NTT has not
announced an increase in the Offer consideration to a
level equal to or higher than such competing offer.
The undertaking by VenFin DD Holdings Limited ("VenFin") to accept the Offer is
conditional on approval of VenFin`s shareholders at a general meeting. VenFin
shareholders holding approximately 79 per cent of the share capital of VenFin
have undertaken to NTT to vote in favour of acceptance of the Offer at such
general meeting.
Allan Gray Limited ("Allan Gray") acts as a portfolio manager and holds
77,674,583 Dimension Data Shares (representing 4.54 per cent of the issued
ordinary share capital of Dimension Data) on a discretionary basis on behalf of
its clients and has given irrevocable undertakings to accept the Offer in
respect of these Dimension Data Shares. Allan Gray also holds 362,562,257
Dimension Data Shares (representing 21.21 per cent of the issued ordinary share
capital of Dimension Data) on a non-discretionary basis and has undertaken to
recommend to its clients to accept the Offer in relation to such Dimension Data
Shares. Therefore, Allan Gray has either given irrevocable undertakings to
accept, or to recommend that its clients accept, the Offer in relation to, in
total, 440,236,840 Dimension Data Shares (representing 25.76 per cent of the
issued ordinary share capital of Dimension Data).
Appendix IV
Implementation Agreement
NTT and Dimension Data have entered into an Implementation Agreement in relation
to the Offer which contains provisions relating to the implementation of the
Offer and certain assurances and confirmations between the parties (including
terms regarding the conduct of the business of Dimension Data).
Inducement Fee
Dimension Data has agreed to pay an inducement fee, if after the release of this
announcement:
the Dimension Data Directors withdraw or adversely modify their recommendation
to the Dimension Data Shareholders to accept the Offer (or, if applicable, to
vote in favour of the scheme of arrangement and/or the resolutions in relation
thereto) and:
the Offer does not become or is not declared unconditional in all respects or,
if NTT elects to implement the proposal by way of a scheme of arrangement, such
scheme of arrangement does not become effective in accordance with its terms; or
NTT`s offer for the Dimension Data Shares is not otherwise completed,
provided that the recommendation of the Dimension Data Directors ceasing to be
unanimous shall not constitute an adverse modification or qualification and
provided further that if (a) the Dimension Data Directors withdraw or adversely
modify or qualify their recommendation in order to recommend a Superior
Proposal, (b) such Superior Proposal offers Dimension Data Shareholders cash
consideration only and (c) such Superior Proposal does not complete as a result
of the failure of Dimension Data Shareholders to vote in favour of, or accept,
such Superior Proposal, then such Inducement Fee shall not be payable; or
a Competing Offer is announced for the purposes of Rule 2.5 of the Code (or the
terms of such Competing Offer are formally announced as appropriate) prior to
the Offer lapsing or being withdrawn and the Competing Offer referred to in such
announcement or any other Competing Offer announced prior to the first Competing
Offer lapsing or being withdrawn becomes or is declared unconditional in all
respects or is completed.
The agreed inducement fee is an amount equal to one per cent. of the Offer
consideration calculated by reference to the price to be received per Dimension
Data Share multiplied by the fully diluted equity share capital of Dimension
Data at the time of this announcement, less an amount equal to the aggregate
exercise price payable by holders of options and warrants granted in respect of
Dimension Data.
The Company has consulted the Panel regarding arrangements in relation to the
inducement fee and the Panel has not raised any objections in this regard.
Third Party Approaches
Dimension Data has undertaken, amongst other things:
not to, and to procure (so far as it is able) that no members of the Dimension
Data Group nor any director, employee, adviser or agent of them will directly or
indirectly solicit, invite or encourage any enquiries, negotiations or
discussion directly or indirectly with a view to obtaining a Competing Offer;
if any third party makes a Competing Offer, Dimension Data will not, save as
required by law, certain regulatory authorities and directors` statutory (and,
if applicable, fiduciary) duties, and will procure (so far as it is able) that
no member of the Dimension Data Group nor any director, employee, adviser or
agent of Dimension Data or any member of the Dimension Data Group will, directly
or indirectly, engage with that third party or enter into any discussions or
negotiations with that third party in relation to such Competing Offer;
to notify NTT promptly of any approach that is made to it or any other member of
the Dimension Data Group (or any director, officer, adviser or agent of
Dimension Data or any member of the Dimension Data Group) in relation to any
Competing Offer; and
that it will not, and will procure that no member of its Group will, pay, or
offer or agree or otherwise commit to pay, any work fee, inducement fee, break
fee or other similar arrangement to any party other than NTT.
Appendix V
Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise.
"Acceptance Forms" means the acceptance forms and authority to be issued in
connection with the Offer and which will accompany the Offer Document;
"Act" or "Companies Act" means the Companies Act 2006;
"Annual Report" means the annual report and accounts of Dimension Data for the
year ended 30 September 2009;
"Business Day" means a day on which the London Stock Exchange and the
Johannesburg Securities Exchange are both open for the transaction of business;
"City Code" or "Code" means the City Code on Takeovers and Mergers;
"CFIUS" means the Committee on Foreign Investment in the United States;
"Competing Offer" means a proposal made by a third party, which is not acting in
concert with NTT: (a) of an intention to make an offer for Dimension Data,
pursuant to Rule 2.5 of the Code and/or Rule 2.3 of the SRP Code; or (b) which
involves a change of control of Dimension Data (other than the acquisition of
control by NTT or a member of the NTT Group and/or a person acting in concert
with NTT); or (c) which involves the disposal of any interest in a part of the
business of Dimension Data which would have a material effect on the business of
Dimension Data as a whole;
"Closing Price" means the middle market price of a Dimension Data Share at the
close of business on the day to which such price relates, as derived from the
daily official list of the UKLA;
"Dimension Data" means Dimension Data Holdings plc, a company incorporated in
England and Wales with registration number 3704278 having its registered office
at Dimension Data House, Building 2, Waterfront Business Park, Fleet Road,
Fleet, Hampshire GU51 3QT;
"Dimension Data Directors" means the directors of Dimension Data as at the date
of this announcement;
"Dimension Data Group" means Dimension Data, its subsidiaries and subsidiary
undertakings;
"Dimension Data Securities" means securities convertible or exchangeable into
Dimension Data Shares;
"Dimension Data Shareholders" or "Shareholders" means the holders of Dimension
Data Shares;
"Dimension Data Shares" means the ordinary shares of one US cent each in the
capital of Dimension Data;
"Dimension Data Share Schemes" means the Dimension Data Share Appreciation
Rights Scheme, the Dimension Data Employee Share Incentive Trust Scheme (and the
share scheme referred to therein), the Dimension Data Long-Term Incentive Plan,
the Dimension Data Share Option Scheme 2000, the Datacraft Asia Employee`s Share
Option Scheme, the Datacraft Asia Share Option Scheme 2003 and the Datacraft
Asia Performance Share Plan;
"FSA" or "Financial Services Authority" means the Financial Services Authority
in its capacity as the competent authority for the purposes of Part VI of the
Financial Services and Markets Act 2000;
"FY" means NTT`s fiscal year ended 31 March, and for the avoidance of doubt,
FY07 means NTT`s fiscal year ending 31 March 2008, and FY08 and FY09 shall be
construed accordingly;
"ICT" means information & communications technology;
"IFRS" means International Financial Reporting Standards;
"IT" means information technology;
"Implementation Agreement" means the implementation agreement dated 15 July 2010
between Dimension Data and NTT pursuant to which, amongst other things, the
parties have agreed to implement the Offer;
"Johannesburg Securities Exchange" means the JSE Limited, Securities Exchange of
RSA or its successor;
"J.P. Morgan Cazenove" means J.P. Morgan plc of 125 London Wall, London EC2Y
5AJ;
"JPY" means Japanese Yen;
"London Stock Exchange" means the London Stock Exchange plc or its successor;
"Morgan Stanley" means Mitsubishi UFJ Morgan Stanley Securities Co. Ltd of 5-2,
Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-0005, Morgan Stanley & Co. Limited of
25 Cabot Square, Canary Wharf, London E14 4QA and Morgan Stanley South Africa
(Proprietary) Limited of 2 Merchant Place, Cnr Fredman Drive & Rivonia Road,
Sandton, Johannesburg, 2196;
"NTT" means Nippon Telegraph and Telephone Corporation, having its registered
office at 3-1 Otemachi 2-chome, Chiyoda-ku, Tokyo 100-8116, Japan;
"NTT Directors" means the directors of NTT as at the date of this announcement;
"NTT Group" means NTT, its subsidiaries and subsidiary undertakings;
"Offer" means the proposed recommended offer of 120 pence in cash per Dimension
Data Share to be made by NTT to acquire the entire issued and to be issued
ordinary share capital of Dimension Data on the terms and subject to the
conditions to be set out in the Offer Document and the Acceptance Forms
including, where the context requires, any subsequent revision, variation,
extension or renewal of such offer;
"Offer Document" means the document to be despatched on behalf of NTT containing
the terms and conditions of the Offer and, where appropriate, any other
document(s) containing terms and conditions of the Offer constituting the full
terms and conditions of the Offer;
"Offer Period" means the offer period (as defined by the Code) relating to
Dimension Data, which commenced on 15 July 2010;
"Offer Price" means 120 pence in cash per Dimension Data Share;
"Official List" means the Official List of the UK Listing Authority;
"Panel" means the Panel on Takeovers and Mergers;
"Publicly Announced" means fairly disclosed in any public announcement by
Dimension Data to any Regulatory Information Service or in the Annual Report;
"Regulatory Information Service" means (i) a service approved by the London
Stock Exchange for the distribution to the public of London Stock Exchange
announcements and included within the list maintained on the London Stock
Exchange`s website, www.londonstockexchange.com or (ii) the Stock Exchange News
Service of the Johannesburg Securities Exchange;
"RSA" or "South Africa" means the Republic of South Africa;
"SRP" means the South African Securities Regulation Panel;
"SRP Code" means South Africa`s securities code on takeovers and mergers and the
rules of the SRP;
"Superior Proposal" means a bona fide Competing Offer which the Dimension Data
Directors, acting reasonably and in good faith and having consulted with their
legal and financial advisers, consider would be superior to the Offer from a
financial point of view and which the Dimension Data Directors are therefore
minded to recommend;
"UKLA" means the UK Listing Authority, being the Financial Services Authority
acting in its capacity as the competent authority for the purposes of Part VI of
the Financial Services and Markets Act 2000;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern
Ireland;
"United States" or "US" means the United States of America, its territories and
possessions, any State of the United States of America and the District of
Columbia;
"USD" and "US cents" means US dollars and cents, the lawful currency of the
United States;
"Wider NTT Group" means NTT, its subsidiaries, subsidiary undertakings and
associated undertakings and any other body corporate, partnership, joint venture
or person in which NTT and such undertakings (aggregating their interests) have
a direct or indirect interest of 20 per cent or more of the voting or equity
capital or equivalent;
"Wider Dimension Data Group" means Dimension Data, its subsidiaries, subsidiary
undertakings and associated undertakings and any other body corporate,
partnership, joint venture or person in which Dimension Data and such
undertakings (aggregating their interests) have a direct or indirect interest of
20 per cent or more of the voting or equity capital or the equivalent; and
"GBP" and "pence (or penny)" means pounds and pence sterling, the lawful
currency of the United Kingdom.
For the purposes of this announcement, "parent undertaking", "associated
undertaking", "subsidiary", "subsidiary undertaking" and "undertaking" have the
respective meanings given thereto by the Companies Act.
All the times referred to in this announcement are London times unless otherwise
stated.
References to the singular include the plural and vice versa.
Date: 15/07/2010 08:29:01 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.
