Offer Update
October 11 2010 - 11:45AM
UK Regulatory
TIDMNPN TIDMDDT
RNS Number : 2076U
Nippon Telegraph and Telephone Corp
11 October 2010
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
11 October 2010
Recommended Cash Offer
for
Dimension Data Holdings plc ("Dimension Data")
by
Nippon Telegraph and Telephone Corporation ("NTT")
Offer Declared Wholly Unconditional
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 ordinary share capital of Dimension Data. At the time of
publication of the Offer Document, the Offer was conditional upon a number of
regulatory clearances. On 27 September 2010, NTT and Dimension Data announced
that all these regulatory clearances had been received.
NTT announces that, as at 12.00 p.m. (London time) on 11 October 2010, NTT had
received valid acceptances in respect of 1,603,009,731 Dimension Data Shares,
representing approximately 93.42 per cent. of the Dimension Data Shares to which
the Offer relates (based on 1,715,830,366 Dimension Data Shares in issue as at
11 October 2010).
NTT is pleased to announce therefore that all the conditions of the Offer have
now been satisfied or waived and the Offer has been declared wholly
unconditional.
As previously announced on 13 September 2010, as at 12 noon (London time) on 10
September 2010, being the first closing date for the Offer, 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 had 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 held
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 had since decreased to 363,491,055 Dimension Data
Shares as at 13 September 2010, representing approximately 21.18 per cent. of
the Dimension Data Shares to which the Offer relates, on a non-discretionary
basis on behalf of its clients.
As at 12.00 p.m. (London time) on 11 October 2010, NTT had received valid
acceptances in respect of all Dimension Data Shares to which the irrevocable
undertaking provided by Allan Gray Limited relate.
The Offer will remain open for acceptance until further notice and at least 14
days' notice will be given before the Offer is closed. 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, which is available on NTT's website at
(http://www.ntt.co.jp/ir/index_e.html).
Settlement of the consideration to Dimension Data Shareholders (or their
designated agents) who have accepted the Offer will be effected as set out
below:
(i) in the case of acceptances received complete in all respects by today,
within 14 calendar days; or
(ii) in the case of acceptances received complete in all respects after
today but while the Offer remains open for acceptances, within 14 calendar days
of such receipt.
For those Dimension Data Shareholders who hold Dimension Data Shares which are
registered on Dimension Data's South African Branch Share Register, the rate of
conversion of the Offer Consideration into ZAR will be calculated on the basis
set out in the Offer Document and will be announced by NTT on a Regulatory
Information Service and on SENS.
As NTT has received valid acceptances in respect of 75 per cent. of the
Dimension Data Shares to which the Offer relates, NTT intends to procure that
Dimension Data makes applications to cancel the listing of the Dimension Data
Shares from the UKLA's Official List and from the Main Board of the JSE and to
cancel admission to trading in Dimension Data Shares on the London Stock
Exchange's and JSE's markets for listed securities. NTT will notify Dimension
Data Shareholders of the expected date of such cancellations in due course. The
cancellation of the listings of the Dimension Data Shares would significantly
reduce the liquidity and marketability of any Dimension Data Shares that are not
acquired by NTT.
Further, as set out in the Offer Document, as NTT has received valid acceptances
in respect of 90 per cent. or more of the Dimension Data Shares to which the
Offer relates, NTT intends to exercise its rights pursuant to the provisions of
Part 28 of the Companies Act and Section 440K of the South African Companies
Act, as applicable, to acquire compulsorily the remaining Dimension Data Shares
(including Dimension Data Shares underlying Dimension Data ADRs) in respect of
which the Offer has not been accepted. It is intended that notices will be
posted in due course to holders of Dimension Data Shares who have not accepted
the Offer.
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 | Telephone: +81 |
| Strategy Office | 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 | Telephone: +44 |
| (London) | 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 12 October 2010.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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