| Thu 23 Sep 2010, 10:30 | | 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
by Nippon Telegraph and Telephone Corporation
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")
RECOMMENDED CASH OFFER FOR DIMENSION DATA HOLDINGS PLC ("DIMENSION DATA") BY
NIPPON TELEGRAPH AND TELEPHONE CORPORATION ("NTT")
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
23 September 2010
Satisfaction of Condition
On 12 August 2010, NTT and Dimension Data announced the publication of the
offer documentation in connection with the recommended cash Offer by NTT for
the entire issued and to be issued share capital of Dimension Data.
NTT and Dimension Data are pleased to announce that the South African
Competition Tribunal has unconditionally approved the Offer. Accordingly the
related condition to the Offer has been fulfilled.
NTT and Dimension Data also announce that the Independent Communications
Authority of South Africa has confirmed in writing that the Offer does not
require its` prior approval. Accordingly, the related condition to the Offer
has been fulfilled.
This follows (i) the expiration of the applicable waiting period under the
United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as
amended) announced by NTT and Dimension Data on 12 August 2010, (ii) the
necessary antitrust clearance from the European Commission announced by NTT
and Dimension Data on 19 August 2010, (iii) the notification from the Foreign
Investment Review Board that there are no objections to the Offer under
Australia`s foreign investment policy announced by NTT and Dimension Data on
19 August 2010, and (iv) the approval of the Offer by the Exchange Control
Department of the South African Reserve Bank and the South African Minister
of Finance announced by NTT and Dimension Data on 26 August 2010. 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 meanings set
out in the Offer Document.
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 24 September 2010.
Date: 23/09/2010 10:30:01 Produced by the JSE SENS Department.
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