| Mon 22 Nov 2010, 9:00 | | DDT - Dimension Data Holdings Plc - Closing of Offer |
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DDT
DIDDT
DDT - Dimension Data Holdings Plc - Closing of Offer
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
22 November 2010
Recommended Cash Offer for Dimension Data Holdings plc ("Dimension Data")by
Nippon Telegraph and Telephone Corporation ("NTT")
Closing of Offer
Further to NTT`s announcement on 25 October 2010 that notices under Part 28 of
the Companies Act and Section 440K of the South African Companies Act had been
despatched to those holders of Dimension Data Shares who had not accepted the
Offer in connection with the compulsory acquisition of their Dimension Data
Shares, NTT announces that the Offer will close at 13:00 (London time)/15:00
(Johannesburg time) on 6 December 2010 and will not be capable of acceptance
after that point. The closing of the Offer will coincide with the end of the
notice period for the compulsory acquisition procedure.
Holders of Dimension Data Shares who have not already accepted the Offer are
urged to do so as soon as possible. Full details of how to accept the Offer are
set out in the Offer Document. Settlement of the consideration to Dimension Data
Shareholders (or their designated agents) who have accepted the Offer will be
effected within 14 calendar days of such receipt.
For those who validly accept the Offer in respect of SA Dimension Data Shares
prior to the closing of the Offer, or whose SA Dimension Data Shares are
compulsorily acquired, the conversion of the Offer Consideration into ZAR will
be calculated in accordance with the Offer Document using the pound sterling/ZAR
rate of ZAR 10.88623 for each GBP 1.00, being the equivalent of ZAR 13.06348 per
Dimension Data Share.
Dimension Data Shares in respect of which a valid acceptance has not been
tendered prior to the closing of the Offer will remain subject to the compulsory
acquisition procedure.
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 23 November 2010.
Date: 22/11/2010 09:00:02 Produced by the JSE SENS Department.
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