| Thu 21 Oct 2010, 8:30 | | DDT - Dimension Data Holdings Plc - Suspension of Trading in Dimension Data |
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DDT
DIDDT
DDT - Dimension Data Holdings Plc - Suspension of Trading in Dimension Data
Shares on the Johannesburg Stock Exchange
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
21 October 2010
Recommended Cash Offer for Dimension Data Holdings plc ("Dimension Data")By
Nippon Telegraph and Telephone Corporation ("NTT")
Suspension of Trading in Dimension Data Shares on the Johannesburg Stock
Exchange
On 11 October 2010, NTT announced that the Offer had been declared wholly
unconditional and that, as valid acceptances had been received in respect of 90
per cent. or more of the Dimension Data Shares to which the Offer relates,
notices under Part 28 of the Companies Act and Section 440K of the South African
Companies Act (together, the "Notices") would be despatched in due course to
those holders of Dimension Data Shares who have not validly accepted the Offer
in connection with the compulsory acquisition of the Dimension Data Shares that
they hold (the "Compulsory Acquisition").
NTT also announced on that date that, in connection with the despatch of the
Notices, it would instruct Dimension Data to make applications to cancel the
listing of Dimension Data Shares from the Official List of the United Kingdom
Listing Authority and from the Main Board of the Johannesburg Stock Exchange
(the "JSE") and to make applications to cancel admission to trading in Dimension
Data Shares on the London Stock Exchange (the "LSE") and JSE`s markets for
listed securities (together, the "Delisting").
NTT announces that in connection with the Compulsory Acquisition of Dimension
Data Shares, in order to give effect to settlement procedures prescribed by the
JSE, trading in Dimension Data Shares on the JSE will be suspended with effect
from 26 October 2010, being the day following the date upon which NTT intends to
despatch Notices to holders of Dimension Data Shares who have not validly
accepted the Offer. From that point until Delisting takes place, it will no
longer be possible to trade Dimension Data Shares on the JSE, although it will
still be possible for holders of Dimension Data Shares to accept the Offer as
provided for in the Offer Document should they wish to do so. Trading in
Dimension Data Shares on the LSE will continue as normal during this period
until Delisting takes place.
Holders of Dimension Data Shares should also note that, as disclosed in the
Offer Document, from 22 October 2010, it will not be possible to transfer their
shareholdings on Dimension Data`s South African Branch Share Register to an
equivalent interest on Dimension Data`s UK Branch Share Register (or vice
versa).
An announcement providing further information in relation to the Compulsory
Acquisition procedure and the date upon which Delisting is expected to take
effect will be released on the date upon which the Notices are despatched.
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 22 October 2010.
Date: 21/10/2010 08:30:06 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.
