Offer Update (7476U)
21 October 2010 - 5:30PM
UK Regulatory
TIDMNPN TIDMDDT
RNS Number : 7476U
Nippon Telegraph and Telephone Corp
21 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
21 October 2010
Recommended Cash Offer
for
Dimension Data Holdings plc ("Dimension Data")
by
Nippon Telegraph and Telephone Corporation ("NTT")
Suspension of Trading in Dimension Data Shares on the
Johannesburg Stock Exchange
On 11 October 2010, NTT announced that the Offer had been
declared wholly unconditional and that, as valid acceptances had
been received in respect of 90 per cent. or more of the Dimension
Data Shares to which the Offer relates, notices under Part 28 of
the Companies Act and Section 440K of the South African Companies
Act (together, the "Notices") would be despatched in due course to
those holders of Dimension Data Shares who have not validly
accepted the Offer in connection with the compulsory acquisition of
the Dimension Data Shares that they hold (the "Compulsory
Acquisition").
NTT also announced on that date that, in connection with the
despatch of the Notices, it would instruct 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 the Johannesburg Stock Exchange (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").
NTT announces that in connection with the Compulsory Acquisition
of Dimension Data Shares, in order to give effect to settlement
procedures prescribed by the JSE, trading in Dimension Data Shares
on the JSE will be suspended with effect from 26 October 2010,
being the day following the date upon which NTT intends to despatch
Notices to holders of Dimension Data Shares who have not validly
accepted the Offer. 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.
Holders of Dimension Data Shares should also note that, as
disclosed in the Offer Document, from 22 October 2010, it will not
be possible to transfer their shareholdings on Dimension Data's
South African Branch Share Register to an equivalent interest on
Dimension Data's UK Branch Share Register (or vice versa).
An announcement providing further information in relation to the
Compulsory Acquisition procedure and the date upon which Delisting
is expected to take effect will be released on the date upon which
the Notices are despatched.
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 22 October 2010.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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