Offer Update
October 25 2010 - 2:30AM
UK Regulatory
TIDMNPN TIDMDDT
RNS Number : 9116U
Nippon Telegraph and Telephone Corp
25 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
25 October 2010
Recommended Cash Offer
for
Dimension Data Holdings plc ("Dimension Data")
by
Nippon Telegraph and Telephone Corporation ("NTT")
Compulsory Acquisition and Delisting of Dimension Data Shares
Further to NTT's announcement on 11 October 2010 that the Offer had been
declared wholly unconditional, NTT announces that notices under Part 28 of the
Companies Act and Section 440K of the South African Companies Act (together, the
"Notices") will be despatched today to those holders of Dimension Data Shares
who have not accepted the Offer in connection with the compulsory acquisition of
their Dimension Data Shares (the "Compulsory Acquisition"), which is expected to
be completed on or about 6 December 2010.
NTT also announces, in connection with the despatch of the Notices, that it has
instructed 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 JSE Limited (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"). The proposed Delisting is expected to take effect on
14 December 2010.
Holders of Dimension Data Shares should note that pursuant to the announcement
released by NTT on 21 October 2010, in order to comply with the JSE's Listings
Requirements in connection with the Compulsory Acquisition, trading of Dimension
Data Shares on the JSE will be suspended on 26 October 2010 and 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.
For holders of Dimension Data Shares which are registered on Dimension Data's
South African Branch Share Register, the record date for the purposes of the
Compulsory Acquisition will be 1 November 2010.
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. 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 valid acceptances of the Offer which have been received prior to 12.00 noon
(London time) on 25 October 2010, settlement of the consideration due under the
Offer will be effected by 17.00 (London time) on 1 November 2010.
For those Dimension Data Shareholders who have validly accepted the Offer in
respect of SA Dimension Data Shares after 12.00 noon (London time) on 18 October
2010 and before 12.00 noon (London time) on 22 October 2010 (being the date
before NTT first issues the Notices in respect of the Compulsory Acquisition of
Dimension Data Shares) or who have validly accepted the Offer in respect of SA
Dimension Data Shares after 12.00 noon (London time) on 22 October 2010 or whose
SA Dimension Data Shares have been compulsorily acquired in the course of the
Compulsory Acquisition, NTT announces that 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.
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 26 October 2010.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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