| Mon 13 Sep 2010, 8:00 | | DDT - Dimension Data Holdings Plc -Recommended Cash Offer for Dimension Data |
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DDT
DIDDT
DDT - Dimension Data Holdings Plc -Recommended Cash Offer for Dimension Data
Holdings plc ("Dimension Data") by Nippon Telegraph and Telephone Corporation
("NTT")
Dimension Data Holdings Plc
Incorporated in Great Britain under the Companies Act 1985
Registration Number: 3704278
Share Code: DDT
Issuer code: DIDDT
ISIN number: GB0008435405
("Dimension Data" or "the Company")
Not for release, publication or distribution, in whole or part, in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws in that jurisdiction
13 September 2010
Recommended Cash Offer for Dimension Data Holdings plc ("Dimension Data") by
Nippon Telegraph and Telephone Corporation ("NTT")
Extension of the Offer and Level of Acceptances
On 12 August 2010, NTT and Dimension Data announced the publication of the
Offer Document in connection with the recommended cash Offer by NTT for the
entire issued and to be issued share capital of Dimension Data.
NTT announces that the Offer is being extended and will remain open for
acceptance until 12 noon (London time) on 11 October 2010 for holders of
Dimension Data Shares which are registered on Dimension Data`s UK Share
Register or 1.00 p.m. (Johannesburg time) on 11 October 2010 for holders of
Dimension Data Shares which are registered on Dimension Data`s South African
Branch Share Register.
Holders of Dimension Data Shares which are registered on Dimension Data`s
South African Branch Share Register should note that the SA Form of
Acceptance that they received together with the Offer Document will remain
valid for the purposes of accepting the Offer during this extended period.
Holders of Dimension Data Shares who have not already accepted the Offer are
urged to do so as soon as possible and, in any event, by the appropriate time
on 11 October 2010. Full details of how to accept the Offer are set out in
the Offer Document, which is available on NTT`s website at
(http://www.ntt.co.jp/ir/index_e.html).
NTT also announces that, as at 12 noon (London time) on 10 September 2010,
being the first closing date for the Offer, valid acceptances, irrevocable
undertakings and recommended support had been received in respect of
1,367,288,660 Dimension Data Shares, representing approximately 79.71 per
cent. of the Dimension Data Shares to which the Offer relates (based on
1,715,420,136 Dimension Data Shares in issue, as announced by Dimension Data
on 9 September 2010 pursuant to Rule 2.10 of the City Code).
As at 12 noon (London time) on 10 September 2010, valid acceptances had been
received in respect of 928,811,620 Dimension Data Shares, representing
approximately 54.14 per cent of the Dimension Data Shares to which the Offer
relates.
Prior to the announcement of the Offer, NTT had received irrevocable
undertakings from: (i) the Dimension Data Directors to accept the Offer in
respect of 18,187,167 Dimension Data Shares, representing approximately 1.06
per cent. of the Dimension Data Shares to which the Offer relates; and (ii)
Venfin DD Holdings Limited in respect of 430,467,810 Dimension Data Shares,
representing approximately 25.09 per cent. of the Dimension Data Shares to
which the Offer relates.
As at 12 noon (London time) on 10 September 2010, NTT had received valid
acceptances in respect of all of the Dimension Data Shares to which the
irrevocable undertakings provided by the Dimension Data Directors and by
Venfin DD Holdings Limited relate.
Prior to the announcement of the Offer, NTT also received an irrevocable
undertaking to accept the Offer from Allan Gray Limited in respect of
74,985,985 Dimension Data Shares, representing approximately 4.37 per cent.
of the Dimension Data Shares to which the Offer relates, that Allan Gray
Limited holds on a discretionary basis on behalf of its clients. Upon
execution of the irrevocable undertaking, Allan Gray Limited also held
363,933,555 Dimension Data Shares, which shareholding has now decreased to
363,491,055 Dimension Data Shares, representing approximately 21.19 per cent.
of the Dimension Data Shares to which the Offer relates, on a non-
discretionary basis on behalf of its clients. Allan Gray Limited has
undertaken to recommend that its clients accept the Offer in respect of such
Dimension Data Shares.
Acceptance of the Offer by Allan Gray Limited (or, in the case of Dimension
Data Shares held by Allan Gray Limited on a non-discretionary basis, a
recommendation from Allan Gray Limited to its clients that they accept the
Offer) is expected to be forthcoming in due course in accordance with the
terms of Allan Gray Limited`s irrevocable undertaking and upon the
satisfaction of the remaining regulatory conditions to the Offer.
The Offer remains conditional upon the satisfaction, or if permitted, waiver
of the remaining conditions to the Offer contained in the Offer Document
published on 12 August 2010. Defined terms used but not defined in this
announcement have the same meanings as in the Offer Document.
- Ends -
For further information:
NTT - Global Business Strategy Office Telephone: +81 3 5205 5191
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
Mitsubishi UFJ Morgan Stanley Securities Co. Ltd, Morgan Stanley & Co.
Limited and Morgan Stanley South Africa (Proprietary) Limited (together,
"Morgan Stanley") are acting as exclusive financial advisers to NTT and no
one else in connection with the Offer and will not be responsible to anyone
other than NTT for providing the protections afforded to clients of Morgan
Stanley nor for providing advice in connection with the Offer, the contents
of this announcement or any 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 for Dimension Data and no-one else in
connection with the Offer and this document 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 relation to the Offer,
the contents of this announcement or any matter referred to in this document.
The Offer will be made in the United States in reliance on, and compliance
with, Section 14(e) of the Exchange Act and Regulation 14E thereunder. The
Offer will not be extended to, and may not be accepted by, holders of
Dimension Data`s American Depositary Receipts.
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 and the United States.
Furthermore, the payment and settlement procedures with respect to the Offer
will comply with the relevant United Kingdom rules, which differ from United
States payment and settlement procedures.
Publication on Website
A copy of this announcement will be made available, free of charge, on NTT`s
website at (http://www.ntt.co.jp/ir/index_e.html) by no later than 12.00 noon
(London time) on 14 September 2010.
Date: 13/09/2010 08:00:13 Produced by the JSE SENS Department.
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information disseminated through SENS.
