| Fri 29 Oct 2010, 8:00 | | DDT - Dimension Data Holdings Plc - Posting of shareholder Circular and Notice |
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DDT
DIDDT
DDT - Dimension Data Holdings Plc - Posting of shareholder Circular and Notice
of General Meeting
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
POSTING OF SHAREHOLDER CIRCULAR AND NOTICE OF GENERAL MEETING
The Board of Dimension Data Holdings plc announces that it has posted a circular
to its shareholders (the "Circular") on 29 October 2010 setting out details of
the proposed creation of four new classes of ordinary share capital and the
associated amendments required to the Company`s articles of association in order
to reflect the rights attaching to such new share classes.
Creation of New Classes of Ordinary Share Capital and Amendment to Articles of
Association
The Circular contains a notice convening a General Meeting of shareholders on 17
November 2010 at The Wanderers Building, The Campus, 57 Sloane Street,
Bryanston, Sandton, South Africa at 15h00 (UK time) 17h00 (SA time) for the
purposes of giving the Directors authority to allot and issue the A Ordinary
Shares, B Ordinary Shares, C Ordinary Shares and D Ordinary Shares (each as
defined below) on a non-pre-emptive basis and to effect the proposed amendments
to the Current Articles (as defined below) and the adoption of the New Articles
(as defined below) in order to create the A Ordinary Shares, B Ordinary Shares,
C Ordinary Shares and D Ordinary Shares with the rights set out in the New
Articles.
General Meeting
A Form of Proxy for use by Shareholders in relation to the General Meeting, as
applicable, will be enclosed with the Circular. The Form of Proxy should be
completed in accordance with its instructions and returned by post or (during
normal business hours only) by hand to Computershare Investor Services PLC at
The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom (for members
registered on the Company`s principal register of members) or Computershare
Investor Services (Proprietary) Limited, 70 Marshall Street, Johannesburg, 2001
or PO Box 61051, Marshalltown 2107 (for members registered on the Company`s SA
register of members) as soon as possible, but in any event so as to be received
by no later than 15h00 (UK time), 17h00 (SA time) on 15 November 2010.
CREST members who wish to appoint one or more proxies through the CREST system
may do so by using the procedures described in "the CREST voting service"
section of the CREST Manual. CREST personal members or other CREST sponsored
members, and those CREST members who have appointed one or more voting service
providers, should refer to their CREST sponsor or voting service provider(s),
who will be able to take the appropriate action on their behalf.
The Directors consider that the passing of the Resolutions is in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that Shareholders vote in
favour of the Resolutions to be proposed at the General Meeting.
Availability of Documents
The Circular, the Current Articles and the New Articles will shortly be
available for inspection on the National Storage Mechanism (at
http://www.hemscott.com/nsm.do). In addition, the Circular will shortly be
available to view on the Company`s website (www.dimensiondata.com) or can be
inspected at the Company`s registered office (Dimension Data House, Building 2,
Waterfront Business Park, Fleet Road, Fleet, Hampshire GU51 3QT) and at The
Wanderers Building, The Campus, 57 Sloane Street, Bryanston, Sandton, South
Africa, during normal business hours from the date of this notice until the date
of the General Meeting. The above documents will also be available for
inspection during the General Meeting and for at least fifteen minutes before it
begins.
Enquiries:
Dimension Data
Sanet de Witt
Telephone: +27 11 575 0000
Patrick Quarmby
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
ABOUT DIMENSION DATA HOLDINGS PLC
Dimension Data was founded in 1983 and, for the fiscal year ended 30 September
2009, had revenues of US$ 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.
On 11 October 2010, Nippon Telegraph and Telephone Corporation ("NTT") announced
that its intended acquisition of the Company had become wholly unconditional.
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 intended acquisition of the Company by NTT and this announcement 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 intended acquisition, the contents of this announcement or any
matter referred to in this announcement.
Appendix - Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise.
"A Ordinary Shares" A ordinary shares of 0.1 US cent each in the
share capital of the Company having the
rights set out in the New Articles
"B Ordinary Shares" B ordinary shares of 0.1 US cent each in the
share capital of the Company having the
rights set out in the New Articles
"C Ordinary Shares" C ordinary shares of 0.1 US cent each in the
share capital of the Company having the
rights set out in the New Articles
"Current Articles" the articles of association of the Company
currently in force
"D Ordinary Shares" D ordinary shares of 0.1 US cent each in the
share capital of the Company having the
rights set out in the New Articles
"New Articles" the new articles of association of the
Company proposed to be adopted at the
General Meeting
"Notice" the notice convening the General Meeting,
which is set out at the end of the Circular
"Resolutions" the resolutions to be proposed at the
General Meeting as set out in the Notice
29 October 2010
Date: 29/10/2010 08:00:03 Produced by the JSE SENS Department.
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