Offer Document Posted
August 12 2010 - 2:00AM
UK Regulatory
TIDMNPN TIDMDDT
RNS Number : 9474Q
Nippon Telegraph and Telephone Corp
12 August 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
12 August 2010
Recommended Cash Offer
for
Dimension Data Holdings plc ("Dimension Data")
by
Nippon Telegraph and Telephone Corporation ("NTT")
Publication of Offer Document
On 15 July 2010, NTT and Dimension Data announced that they had reached
agreement on the terms of a recommended Offer to be made by NTT for the entire
issued and to be issued share capital of Dimension Data.
NTT and Dimension Data announce that the Offer Document, which contains the
terms and conditions of the Offer and the procedures for acceptance, is being
published today with the Forms of Acceptance. The first closing date of the
Offer is 12.00 noon (London time) (which corresponds to 1.00 p.m. Johannesburg
time) on 10 September 2010.
If you hold Dimension Data Shares which are registered on Dimension Data's UK
Share Register and they, or any of them are in certificated form (that is, not
in CREST), to accept the Offer in respect of those Dimension Data Shares, you
should complete, sign and return the UK Form of Acceptance (together with your
share certificate(s) and any other document(s) of title) to Computershare as
soon as possible and, in any event, so as to be received by Computershare not
later than 12.00 noon (London time) on 10 September 2010.
If you hold Dimension Data Shares which are registered on Dimension Data's UK
Share Register and they, or any of them are in uncertificated form (that is, in
CREST), to accept the Offer in respect of those Dimension Data Shares, you
should follow the procedure for Electronic Acceptance through CREST so that the
TTE instruction settles as soon as possible and, in any event, not later than
12.00 noon (London time) on 10 September 2010. If you hold your Dimension Data
Shares as a CREST-sponsored member, you should refer to your CREST sponsor as
only your CREST sponsor will be able to send the necessary TTE instruction(s) to
Euroclear.
If you hold Dimension Data Shares which are registered on Dimension Data's South
African Branch Share Register and they, or any of them, are in certificated form
(that is, not in Strate), to accept the Offer in respect of those Dimension Data
Shares, you should complete, sign and return the SA Form of Acceptance (together
with your share certificate(s) or other document(s) of title) to Computershare
as soon as possible and, in any event, so as to be received by Computershare not
later than 1.00 p.m. (Johannesburg time) on 10 September 2010.
If you hold Dimension Data Shares which are registered on Dimension Data's South
African Branch Share Register and they, or any of them, are in uncertificated
form (that is, in Strate), your CSDP or stockbroker should contact you in terms
of the custody or mandate agreement concluded between you and the CSDP or
stockbroker, as the case may be, to ascertain whether or not you wish to accept
the Offer. If you wish to accept the Offer but have not been contacted by your
CSDP or stockbroker, it would be advisable to contact and furnish your CSDP or
stockbroker with instructions in regard to the acceptance of the Offer. These
instructions must be provided in the manner and by the cut-off date and time
advised by your CSDP or stockbroker in terms of the custody or mandate agreement
and must be communicated to Computershare, by not later than 1.00 p.m.
(Johannesburg time) on 10 September 2010.
The Offer Document is displayed on NTT's website
(http://www.ntt.co.jp/ir/index_e.html) and a copy is also available for
inspection during normal business hours at the offices of Linklaters LLP, One
Silk Street, London EC2Y 8HQ and of Dimension Data, The Campus, 57 Sloane
Street, Bryanston, Johannesburg 2021, South Africa, until the end of the Offer.
NTT and Dimension Data also announce that the applicable waiting period under
the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as
amended) has now expired. Accordingly, the US competition condition to the Offer
is now satisfied.
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.
You may request a hard copy of this announcement by contacting Computershare
on 0870 889 4029 (if calling from inside the UK) or on 0861 888892 (if calling
from inside South Africa) or, if you are telephoning from outside the UK and
South Africa, on +44 870 889 4029 (if calling into the UK) or on +27 11 373
0054 (if calling into South Africa). You may also request that all future
documents, announcements and information to be sent to you in relation to the
Offer should be in hard copy form.
Publication on Website
A copy of this announcement will be made available, free of charge, at
(http://www.ntt.co.jp/ir/index_e.html) by no later than 12.00 noon (London time)
on 13 August 2010.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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