Offer Update (5477W)
22 November 2010 - 8:00AM
UK Regulatory
TIDMNPN TIDMDDT
RNS Number : 5477W
Nippon Telegraph and Telephone Corp
22 November 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
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 Telephone: +81
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 (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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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