Offer Update (7476U)

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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

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