Posting of Shareholder Circular

 

TIDMDDT 
 
RNS Number : 2080V 
Dimension Data Holdings PLC 
29 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 
 
FOR IMMEDIATE RELEASE 
 
29 OCTOBER 2010 
 
                  Dimension Data Holdings plc (the "Company") 
 
          Posting of Shareholder Circular and Notice of General Meeting 
 
The Board of Dimension Data Holdings plc announces that it has posted a circular 
to its shareholders (the "Circular") on 29 October 2010 setting out details of 
the proposed creation of four new classes of ordinary share capital and the 
associated amendments required to the Company's articles of association in order 
to reflect the rights attaching to such new share classes. 
 
Creation of New Classes of Ordinary Share Capital and Amendment to Articles of 
Association 
 
The Circular contains a notice convening a General Meeting of shareholders on 17 
November 2010 at The Wanderers Building, The Campus, 57 Sloane Street, 
Bryanston, Sandton, South Africa  at 15h00 (UK time) 17h00 (SA time) for the 
purposes of giving the Directors authority to allot and issue the A Ordinary 
Shares, B Ordinary Shares, C Ordinary Shares and D Ordinary Shares (each as 
defined below) on a non-pre-emptive basis and to effect the proposed amendments 
to the Current Articles (as defined below) and the adoption of the New Articles 
(as defined below) in order to create the A Ordinary Shares, B Ordinary Shares, 
C Ordinary Shares and D Ordinary Shares with the rights set out in the New 
Articles. 
 
General Meeting 
 
A Form of Proxy for use by Shareholders in relation to the General Meeting, as 
applicable, will be enclosed with the Circular. The Form of Proxy should be 
completed in accordance with its instructions and returned by post or (during 
normal business hours only) by hand to Computershare  Investor Services PLC at 
The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom (for members 
registered on the Company's principal register of members)  or Computershare 
Investor Services (Proprietary) Limited, 70 Marshall Street, Johannesburg, 2001 
or PO Box 61051, Marshalltown 2107 (for members registered on the Company's SA 
register of members) as soon as possible, but in any event so as to be received 
by no later than 15h00 (UK time), 17h00 (SA  time) on 15 November 2010. 
CREST members who wish to appoint one or more proxies through the CREST system 
may do so by using the procedures described in "the CREST voting service" 
section of the CREST Manual. CREST personal members or other CREST sponsored 
members, and those CREST members who have appointed one or more voting service 
providers, should refer to their CREST sponsor or voting service provider(s), 
who will be able to take the appropriate action on their behalf. 
 
The Directors consider that the passing of the Resolutions is in the best 
interests of the Company and its Shareholders as a whole. 
Accordingly, the Directors unanimously recommend that Shareholders vote in 
favour of the Resolutions to be proposed at the General Meeting. 
 
 
 
Availability of Documents 
 
The Circular, the Current Articles and the New Articles will shortly be 
available for inspection on the National Storage Mechanism (at 
http://www.hemscott.com/nsm.do). In addition, the Circular will shortly be 
available to view on the Company's website (www.dimensiondata.com) or can be 
inspected at the Company's registered office (Dimension Data House, Building 2, 
Waterfront Business Park, Fleet Road, Fleet, Hampshire GU51 3QT) and at The 
Wanderers Building, The Campus, 57 Sloane Street, Bryanston, Sandton, South 
Africa, during normal business hours from the date of this notice until the date 
of the General Meeting. The above documents will also be available for 
inspection during the General Meeting and for at least fifteen minutes before it 
begins. 
 
                                      ENDS 
 
Enquiries: 
+----------------------------------------+------------------------+ 
| Dimension Data                         |                        | 
+----------------------------------------+------------------------+ 
| Sanet de Witt                          | Telephone: [phone]  | 
|                                        | 0000                   | 
+----------------------------------------+------------------------+ 
| Patrick Quarmby                        | Telephone: [phone]  | 
|                                        | 0000                   | 
+----------------------------------------+------------------------+ 
|                                        |                        | 
+----------------------------------------+------------------------+ 
| J.P. Morgan Cazenove                   |                        | 
| (Financial Adviser and Corporate       |                        | 
| Broker to Dimension Data)              |                        | 
+----------------------------------------+------------------------+ 
| Michael Wentworth-Stanley (London)     | Telephone: [phone] | 
|                                        | 2828                   | 
+----------------------------------------+------------------------+ 
| David Harvey-Evers (London)            | Telephone: [phone] | 
|                                        | 2828                   | 
+----------------------------------------+------------------------+ 
| Grant Tidbury (Johannesburg)           | Telephone: [phone]  | 
|                                        | 0300                   | 
+----------------------------------------+------------------------+ 
 
 
ABOUT DIMENSION DATA HOLDINGS PLC 
 
Dimension Data was founded in 1983 and, for the fiscal year ended 30 September 
2009, had revenues of US$ 4.0 billion. It is a specialist IT services and 
solutions provider that helps its approximately 6,000 clients plan, build, 
support and manage their IT infrastructures. By continually building on its 
knowledge and expertise in IT infrastructure technologies, Dimension Data has 
become a recognised global leader in the provision and management of specialist 
IT infrastructure solutions. Drawing on its experience in network integration, 
security, converged communications, data centres and storage, contact centre and 
Microsoft technologies, Dimension Data delivers a full lifecycle of IT services. 
The Dimension Data Group is currently positioned at the forefront of networking 
and communications in 49 countries around the world and employs in excess of 
11,500 highly skilled employees. Dimension Data is one of the leaders within its 
industry receiving over 50 partner awards in 2009 and has a primary listing on 
the London Stock Exchange and is also listed on the Johannesburg Securities 
Exchange. 
 
On 11 October 2010, Nippon Telegraph and Telephone Corporation ("NTT") announced 
that its intended acquisition of the Company had become wholly unconditional. 
 
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 intended acquisition of the Company by NTT and this announcement 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 intended acquisition, the contents of this announcement or any 
matter referred to in this announcement. 
 
 
                            Appendix 
 Definitions 
The following definitions apply throughout this announcement unless the context 
requires otherwise. 
+---------------------------------+---------------------------------+ 
| "A Ordinary Shares"             | A ordinary shares of 0.1 US     | 
|                                 | cent each in the share capital  | 
|                                 | of the Company having the       | 
|                                 | rights set out in the New       | 
|                                 | Articles                        | 
|                                 |                                 | 
+---------------------------------+---------------------------------+ 
| "B Ordinary Shares"             | B ordinary shares of 0.1 US     | 
|                                 | cent each in the share capital  | 
|                                 | of the Company having the       | 
|                                 | rights set out in the New       | 
|                                 | Articles                        | 
+---------------------------------+---------------------------------+ 
| "C Ordinary Shares"             | C ordinary shares of 0.1 US     | 
|                                 | cent each in the share capital  | 
|                                 | of the Company having the       | 
|                                 | rights set out in the New       | 
|                                 | Articles                        | 
+---------------------------------+---------------------------------+ 
| "Current Articles"              | the articles of association of  | 
|                                 | the Company currently in force  | 
+---------------------------------+---------------------------------+ 
| "D Ordinary Shares"             | D ordinary shares of 0.1 US     | 
|                                 | cent each in the share capital  | 
|                                 | of the Company having the       | 
|                                 | rights set out in the New       | 
|                                 | Articles                        | 
+---------------------------------+---------------------------------+ 
| "New Articles"                  | the new articles of association | 
|                                 | of the Company proposed to be   | 
|                                 | adopted at the General Meeting  | 
+---------------------------------+---------------------------------+ 
| "Notice"                        | the notice convening the        | 
|                                 | General Meeting, which is set   | 
|                                 | out at the end of the Circular  | 
+---------------------------------+---------------------------------+ 
| "Resolutions"                   | the resolutions to be proposed  | 
|                                 | at the General Meeting as set   | 
|                                 | out in the Notice               | 
+---------------------------------+---------------------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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