Offer Update

 

TIDMNPN TIDMDDT 
 
RNS Number : 5486S 
Nippon Telegraph and Telephone Corp 
13 September 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 
                                13 September 2010 
 
                             Recommended Cash Offer 
                                      for 
                 Dimension Data Holdings plc ("Dimension Data") 
                                       by 
               Nippon Telegraph and Telephone Corporation ("NTT") 
 
                Extension of the Offer and Level of Acceptances 
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 share capital of Dimension Data. 
NTT announces that the Offer is being extended and will remain open for 
acceptance until 12 noon (London time) on 11 October 2010 for holders of 
Dimension Data Shares which are registered on Dimension Data's UK Share Register 
or 1.00 p.m. (Johannesburg time) on 11 October 2010 for holders of Dimension 
Data Shares which are registered on Dimension Data's South African Branch Share 
Register. 
Holders of Dimension Data Shares which are registered on Dimension Data's South 
African Branch Share Register should note that the SA Form of Acceptance that 
they received together with the Offer Document will remain valid for the 
purposes of accepting the Offer during this extended period. 
Holders of Dimension Data Shares who have not already accepted the Offer are 
urged to do so as soon as possible and, in any event, by the appropriate time on 
11 October 2010. 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). 
NTT also announces that, as at 12 noon (London time) on 10 September 2010, being 
the first closing date for the Offer, valid acceptances, irrevocable 
undertakings and recommended support had been received in respect of 
1,367,288,660 Dimension Data Shares, representing approximately 79.71 per cent. 
of the Dimension Data Shares to which the Offer relates (based on 1,715,420,136 
Dimension Data Shares in issue, as announced by Dimension Data on 9 September 
2010 pursuant to Rule 2.10 of the City Code). 
As at 12 noon (London time) on 10 September 2010, valid acceptances had been 
received in respect of 928,811,620 Dimension Data Shares, representing 
approximately 54.14 per cent. of the Dimension Data Shares to which the Offer 
relates. 
Prior to the announcement of the Offer, NTT had received irrevocable 
undertakings from: (i) the Dimension Data Directors to accept the Offer in 
respect of 18,187,167 Dimension Data Shares, representing approximately 1.06 per 
cent. of the Dimension Data Shares to which the Offer relates; and (ii) Venfin 
DD Holdings Limited in respect of 430,467,810 Dimension Data Shares, 
representing approximately 25.09 per cent. of the Dimension Data Shares to which 
the Offer relates. 
As at 12 noon (London time) on 10 September 2010, 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 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 holds 
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 has now decreased to 363,491,055 Dimension Data 
Shares, representing approximately 21.19 per cent. of the Dimension Data Shares 
to which the Offer relates, on a non-discretionary basis on behalf of its 
clients. Allan Gray Limited has undertaken to recommend that its clients accept 
the Offer in respect of such Dimension Data Shares. 
Acceptance of the Offer by Allan Gray Limited (or, in the case of Dimension Data 
Shares held by Allan Gray Limited on a non-discretionary basis, a recommendation 
from Allan Gray Limited to its clients that they accept the Offer) is expected 
to be forthcoming in due course in accordance with the terms of Allan Gray 
Limited's irrevocable undertaking and upon the satisfaction of the remaining 
regulatory conditions to the Offer. 
The Offer remains conditional upon the satisfaction, or if permitted, waiver of 
the remaining conditions to the Offer contained in the Offer Document published 
on 12 August 2010.  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 14 September 2010. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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