Offer Update

 

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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