Offer Update

 

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 
 
 OUPGGGRGUUPUGAG