Recommended Offer for Dimension Data

 

TIDMNPN TIDMDDT 
 
RNS Number : 3896P 
Nippon Telegraph and Telephone Corp 
15 July 2010 
 
Not for release, publication or distribution, in whole or in part, in or into 
any Restricted Jurisdiction or the United States. 
FOR IMMEDIATE RELEASE 
                                                                    15 July 2010 
                Recommended Cash Offer for Dimension Data by NTT 
Summary 
·            The NTT Directors and Dimension Data Directors are pleased to 
announce that they have reached agreement on the terms of a recommended cash 
offer to be made by NTT for the entire issued and to be issued ordinary share 
capital of Dimension Data. 
·            Under the terms of the Offer, Dimension Data Shareholders will 
receive 120 pence in cash for each Dimension Data Share. 
·            The Offer values the existing issued ordinary share capital of 
Dimension Data at approximately GBP2.1 billion. 
·            The Offer represents a premium of approximately: 
·            18 per cent to the Closing Price of 101.6 pence per Dimension Data 
Share on 14 July 2010, being the last Business Day immediately prior to the date 
of this announcement; 
·            30 per cent to 92 pence, being the average daily closing price per 
Dimension Data Share over the 6 months prior to 14 July 2010, being the last 
Business Day immediately prior to the date of this announcement; and 
·            50 per cent to 80 pence, being the average daily closing price per 
Dimension Data Share over the 12 months prior to 14 July 2010, being the last 
Business Day immediately prior to the date of this announcement. 
·            NTT Group is the largest provider of fixed and mobile voice-related 
services, internet protocol/packet communications services, sales of 
telecommunications equipment, system integration and other telecommunications 
related services in Japan and operates one of the largest telephone networks in 
the world. 
·            Dimension Data is a recognised global leader in the provision and 
management of specialist IT infrastructure solutions. Dimension Data plans, 
builds, supports and manages IT infrastructure solutions for over 6,000 clients 
in 49 countries around the world. Dimension Data Shares are listed on the 
Official List of the London Stock Exchange and have a secondary listing on the 
Johannesburg Securities Exchange. 
·            A core element of NTT's growth strategy is to focus on further 
addressing international business opportunities and increasing revenue from 
value-added services for enterprise solutions on a global basis, utilising the 
comprehensive strengths of the NTT Group. 
·            NTT expects significant opportunities and strategic benefits from 
its combination with Dimension Data. NTT and Dimension Data have highly 
complementary offerings and geographic presences, which will allow the combined 
business to offer a comprehensive portfolio of solutions to existing and new 
clients on a global basis. 
·            NTT and Dimension Data share a common vision for the evolution of 
the Information and Communications Technology (ICT) industry and possess the 
capabilities to address the opportunities it presents. By leveraging the 
complementary strengths of NTT and Dimension Data, NTT believes the enlarged 
group will be well-positioned to establish a leadership position as a 
comprehensive ICT services provider that offers significant value to its 
clients. 
·            The Dimension Data Directors, who have been so advised by J.P. 
Morgan Cazenove, consider the terms of the Offer to be fair and reasonable. In 
providing its advice to the Dimension Data Directors, J.P. Morgan Cazenove has 
taken into account the commercial assessments of the Dimension Data Directors. 
In addition, the Dimension Data Directors consider the terms of the Offer to be 
in the best interests of Dimension Data Shareholders as a whole. 
·            Accordingly, the Dimension Data Directors intend unanimously to 
recommend that Dimension Data Shareholders accept the Offer as the Dimension 
Data Directors have irrevocably undertaken to do in respect of their own 
beneficial holdings, representing as at the date of this announcement, in 
aggregate, approximately 1.1 per cent of the existing issued ordinary share 
capital of Dimension Data. 
·            NTT has received irrevocable undertakings from certain 
institutional shareholders to accept, procure the acceptance of, or recommend to 
their clients to accept, the Offer in respect of Dimension Data Shares 
representing approximately 51 per cent of the existing issued ordinary share 
capital of Dimension Data. NTT has therefore received total irrevocable 
undertakings and recommended support in relation to the Offer in respect of 
Dimension Data Shares representing approximately 52 per cent of the existing 
issued ordinary share capital of Dimension Data. 
·            Commenting on the announcement, Satoshi Miura, President and CEO of 
NTT stated: 
"By leveraging the complementary strengths of both companies, we are confident 
that we will provide end-to-end, global-one-stop and high quality ICT services. 
Dimension Data and NTT share the common vision to create new services and values 
to succeed in the coming age of cloud computing. Our combined strength will 
allow us to accelerate the execution of our strategies to achieve our shared 
vision. We have established a strong relationship between the management of 
Dimension Data and that of NTT. We are looking forward to welcoming the 
management and employees of Dimension Data to the enlarged NTT group." 
·            Commenting on the announcement, Jeremy Ord, Executive Chairman of 
Dimension Data stated: 
"We believe our alliance with NTT will now allow Dimension Data to accelerate 
the execution of its medium and long-term strategy at a rapid pace. The 
combination of NTT's global assets and Dimension Data's system integrator 
capabilities is an extremely powerful combination." 
 
Enquiries: 
+------------------------------+-----------------+ 
| NTT - Global Business        | Telephone: +81  | 
| Strategy Office              | 44 965 5636     | 
+------------------------------+-----------------+ 
|                              |                 | 
+------------------------------+-----------------+ 
| 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     | 
+------------------------------+-----------------+ 
 
Morgan Stanley is acting as exclusive financial adviser to NTT and no one else 
in connection with the Offer and this announcement and will not be responsible 
to anyone other than NTT for providing the protections afforded to clients of 
Morgan Stanley or for providing advice in connection with the Offer, the 
contents of this announcement or any other 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 exclusively for Dimension Data and no one else in 
connection with the Offer 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 connection with the Offer or any matter referred 
to herein. 
This announcement is for information purposes only and does not constitute an 
offer to sell or an invitation to purchase or subscribe for any securities or 
the solicitation of an offer to buy any securities in any jurisdiction, pursuant 
to the Offer or otherwise, nor shall there be any sale, issue or transfer of the 
securities referred to in this announcement in any jurisdiction in contravention 
of applicable law. The Offer will be made solely through the Offer Document and 
the Acceptance Forms, which will contain the full terms and conditions of the 
Offer, including details of how it may be accepted. This announcement does not 
constitute a prospectus or prospectus equivalent document. 
This announcement has been prepared for the purpose of complying with English 
law and the City Code and, where appropriate, the laws of South Africa and the 
SRP Code and the information disclosed may not be the same as that which would 
have been disclosed if this announcement had been prepared in accordance with 
the laws of other jurisdictions outside the United Kingdom. The release, 
publication or distribution of this announcement in certain jurisdictions may be 
restricted by law. Persons who are not resident in the United Kingdom or who are 
subject to other jurisdictions should inform themselves of, and observe, any 
applicable legal or regulatory requirements. Any failure to comply with the 
applicable requirements may constitute a violation of the securities laws of any 
such jurisdiction. To the fullest extent permitted by applicable law, the 
companies involved in the proposed Offer disclaim any responsibility or 
liability for the violation of such restrictions by any person. 
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. 
The Offer will be subject to the applicable requirements of the City Code, the 
Panel, the SRP, the SRP Code, the London Stock Exchange, the Financial Services 
Authority and the Johannesburg Securities Exchange. 
Neither the US Securities and Exchange Commission nor any securities commission 
of a state in the United States has (a) approved or disapproved of the Offer; 
(b) passed upon the merits of fairness of the Offer; or (c) passed upon the 
adequacy or accuracy of the disclosure in this press release. Any representation 
to the contrary is a criminal offence in the United States. 
The availability of the Offer to Dimension Data Shareholders who are not 
resident in the United Kingdom may be affected by the laws of the relevant 
jurisdictions in which they are resident. Persons who are not resident in the 
United Kingdom should inform themselves of, and observe, any applicable 
requirements. 
Unless otherwise determined by NTT, this announcement and the Offer will not be 
made, directly or indirectly, in or into any jurisdiction where to do so would 
violate the laws in that jurisdiction (a "Restricted Jurisdiction") or the 
United States, or by use of any means or instrumentally (including, without 
limitation, telex, facsimile transmission, telephone, internet or other forms of 
electronic communication) of interstate or foreign commerce, or of any facility 
of a national securities exchange of any Restricted Jurisdiction or the United 
States. Unless so determined by NTT, the Offer will not be capable of acceptance 
by any such use, means or instrumentally or facility of any Restricted 
Jurisdiction or the United States. 
Copies of this announcement will not be, and must not be, directly or 
indirectly, mailed or otherwise forwarded (including, without limitation, by 
telex, facsimile transmission, telephone, internet or other forms of electronic 
communication), distributed or sent in, into or from any Restricted Jurisdiction 
or the United States. NTT does not currently expect to extend the Offer 
to holders of Dimension Data's American Depositary Receipts. 
NTT reserves the right to elect, with the agreement of Dimension Data and the 
consent of the Panel and the SRP (where necessary), to implement the acquisition 
of Dimension Data by way of a court-approved scheme of arrangement in accordance 
with Part 26 of the Act. In such event, the acquisition will be implemented on 
substantially the same terms, subject to appropriate amendments, as those which 
would apply to the Offer. 
NTT will prepare the Offer Document to be distributed to Dimension Data 
Shareholders in jurisdictions where it is permissible to do so. Dimension Data 
and NTT urge Dimension Data Shareholders to read the Offer Document when it 
becomes available because it will contain important information relating to the 
Offer. 
Other than the SRP, no listing authority or equivalent has reviewed, approved or 
disapproved of this announcement or any of the proposals described herein. 
Forward Looking Statements 
This announcement contains statements about NTT and Dimension Data that are or 
may be forward looking statements. All statements other than statements of 
historical facts included in this announcement may be forward looking 
statements. Without limitation, any statements preceded or followed by or that 
include the words "targets", "plans" "believes", "expects", "aims"," intends", 
"will", "may", "anticipates", "estimates", "projects" or, words or terms of 
similar substance or the negative thereof, are forward looking statements. 
Forward looking statements include statements relating to the following: (i) 
statements relating to the expected benefits of the acquisition to NTT; (ii) 
background to and reasons for the Offer; (iii) expectations of the impact of the 
acquisition on revenue and earnings of NTT; (iv) future capital expenditures, 
expenses, revenues, earnings, synergies, economic performance, indebtedness, 
financial condition, dividend policy, losses and future prospects; (v) business 
and management strategies and the expansion and growth of NTT's or Dimension 
Data's operations and potential synergies resulting from the Offer; and (vi) the 
effects of government regulation on NTT's or Dimension Data's business. 
Such forward looking statements involve risks and uncertainties that could 
significantly affect expected results and are based on certain key assumptions. 
Many factors could cause actual results to differ materially from those 
projected or implied in any forward looking statements, including risks relating 
to the successful combination of Dimension Data with NTT; higher than 
anticipated costs relating to the combination of Dimension Data with NTT or 
investment required in Dimension Data to realise expected benefits and facts 
relating to Dimension Data that may impact the timing or amount of benefit 
realised from the acquisition that are unknown to NTT. Due to such uncertainties 
and risks, readers are cautioned not to place undue reliance on such forward 
looking statements, which speak only as of the date hereof. NTT and Dimension 
Data disclaim any obligation to update any forward looking or other statements 
contained herein, except as required by applicable law. 
Disclosure Requirements of the Code 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of an offeree company or of any paper offeror 
(being any offeror other than an offeror in respect of which it has been 
announced that its offer is, or is likely to be, solely in cash) must make an 
Opening Position Disclosure following the commencement of the offer period and, 
if later, following the announcement in which any paper offeror is first 
identified. An Opening Position Disclosure must contain details of the person's 
interests and short positions in, and rights to subscribe for, any relevant 
securities of each of: (i) the offeree company; and (ii) any paper offeror(s). 
An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be 
made by no later than 3.30 pm (London time) on the 10th business day following 
the commencement of the offer period and, if appropriate, by no later than 3.30 
pm (London time) on the 10th business day following the announcement in which 
any paper offeror is first identified. Relevant persons who deal in the relevant 
securities of the offeree company or of a paper offeror prior to the deadline 
for making an Opening Position Disclosure must instead make a Dealing 
Disclosure. 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 
or more of any class of relevant securities of the offeree company or of any 
paper offeror must make a Dealing Disclosure if the person deals in any relevant 
securities of the offeree company or of any paper offeror. A Dealing Disclosure 
must contain details of the dealing concerned and of the person's interests and 
short positions in, and rights to subscribe for, any relevant securities of each 
of: (i) the offeree company; and (ii) any paper offeror, save to the extent that 
these details have previously been disclosed under Rule 8. A Dealing Disclosure 
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm 
(London time) on the business day following the date of the relevant dealing. 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire or control an interest in relevant 
securities of an offeree company or a paper offeror, they will be deemed to be a 
single person for the purpose of Rule 8.3. 
Opening Position Disclosures must also be made by the offeree company and by any 
offeror and Dealing Disclosures must also be made by the offeree company, by any 
offeror and by any persons acting in concert with any of them (see Rules 8.1, 
8.2 and 8.4 of the Code). 
Details of the offeree and offeror companies in respect of whose relevant 
securities Opening Position Disclosures and Dealing Disclosures must be made can 
be found in the Disclosure Table on the Takeover Panel's website at 
http://www.thetakeoverpanel.org.uk, including details of the number of relevant 
securities in issue, when the offer period commenced and when any offeror was 
first identified. If you are in any doubt as to whether you are required to make 
an Opening Position Disclosure or a Dealing Disclosure, you should contact the 
Panel's Market Surveillance Unit on [phone]. 
In accordance with Rule 2.10 of the Code, Dimension Data confirms that, as at 
close of business on 14 July 2010 it had 1,709,104,477 ordinary shares of US$ 
0.01 in issue. The International Securities Identification Number ("ISIN") for 
the ordinary shares is GB0008435405. 
Publication on Website 
A copy of this announcement will be made available on NTT's website at 
http://www.ntt.co.jp/ir/index_e.html and on Dimension Data's website at 
www.dimensiondata.com/InvestorRelations by no later than 12 noon (London time) 
on 16 July 2010. 
 
This summary should be read in conjunction with, and is subject to, the full 
text of the following announcement and the Appendices. The Offer will be subject 
to the conditions set out in Appendix I to this announcement. Appendix II to 
this announcement contains the bases and sources of certain information 
contained in this announcement. Appendix III to this announcement contains 
details of the irrevocable undertakings. Appendix IV to this announcement 
contains a description of the principal terms of the Implementation Agreement. 
Appendix V contains the definitions of certain terms used in this summary. 
Not for release, publication or distribution, in whole or in part, in or into 
any Restricted Jurisdiction or the United States. 
FOR IMMEDIATE RELEASE 
                                                                    15 July 2010 
                Recommended Cash Offer for Dimension Data by NTT 
1         Introduction 
The NTT Directors and the Dimension Data Directors are pleased to announce that 
they have reached agreement on the terms of a recommended cash offer to be made 
by NTT for the entire issued and to be issued ordinary share capital of 
Dimension Data. 
Morgan Stanley is acting as exclusive financial adviser to NTT. J.P. Morgan 
Cazenove is acting as exclusive financial adviser and corporate broker to 
Dimension Data. 
2         The Offer 
Under the Offer (which will be made subject to the conditions and further terms 
set out in Appendix I to this announcement and will be subject to further terms 
to be set out in the Offer Document) Dimension Data Shareholders will be 
entitled to receive: 
                for each Dimension Data Share: 120 pence in cash 
The Offer values the existing issued ordinary share capital of Dimension Data at 
approximately GBP2.1 billion and represents a premium of approximately: 
·            18 per cent to the Closing Price of 101.6 pence per Dimension Data 
Share on 14 July 2010, being the last Business Day immediately prior to the date 
of this announcement; 
·            30 per cent to 92 pence, being the average daily closing price per 
Dimension Data Share over the 6 months prior to 14 July 2010, being the last 
Business Day immediately prior to the date of this announcement; and 
·            50 per cent to 80 pence, being the average daily closing price per 
Dimension Data Share over the 12 months prior to 14 July 2010, being the last 
Business Day immediately prior to the date of this announcement. 
The Dimension Data Shares will be acquired pursuant to the Offer fully paid and 
free from all liens, charges, equitable interests, encumbrances, rights of 
pre-emption and any other rights and interests of any nature whatsoever and 
together with all rights now and hereafter attaching thereto, including voting 
rights and the right to receive and retain in full all dividends and other 
distributions (if any) declared, made or paid on or after the date of this 
announcement. 
NTT reserves the right to acquire Dimension Data Shares in the market at or 
below the Offer Price. 
3         Background to and Reasons for the Offer 
NTT expects significant opportunities and strategic benefits from its 
combination with Dimension Data. NTT and Dimension Data have highly 
complementary offerings and geographic presences, which will allow the combined 
business to offer a comprehensive portfolio of solutions to existing and new 
clients on a global basis. 
NTT and Dimension Data share a common vision for the evolution of the 
Information and Communications Technology (ICT) industry and possess the 
capabilities to address the opportunities it presents. By leveraging the 
complementary strengths of NTT and Dimension Data, NTT believes the enlarged 
group will be well-positioned to establish a leadership position as a 
comprehensive ICT services provider that offers significant value to its 
clients. 
NTT has strong offerings in managed network services, data centres, application 
integration and mobile services through NTT Communications, NTT Data and NTT 
DOCOMO. Dimension Data's business is focused on a full lifecycle of services 
including the building, integration and management of IT infrastructure such as 
networking, voice, video, data centre, security and Microsoft services for 
enterprise and service provider clients. Additionally, Dimension Data has strong 
alliances with the leading technology vendors, and is recognised across the 
industry for its quality of service delivery. NTT believes that the combined 
business will be well-positioned to become a global one-stop-shop to deliver 
comprehensive ICT solutions to its client base. The combined group will have 
strong offerings in high-growth segments of the industry, such as cloud 
computing, messaging, VoIP and security. 
NTT believes the enhanced solution portfolio will allow for attractive 
cross-selling opportunities and position the combined group to attract 
additional Tier 1 clients. The combination will provide NTT's client base of 
approximately 3,000 companies, which comprises both Japanese enterprises and 
multinational corporations, with access to Dimension Data's leading offerings in 
network integration, unified communications and collaboration, security, and 
Microsoft based solutions. Dimension Data has more than 6,000 clients, including 
63 per cent of the Global Fortune 500 companies, and has a strong presence in 
multiple international locations. Dimension Data's client base will benefit from 
NTT's strong delivery infrastructure, R&D capabilities and financial resources. 
There is a compelling geographical fit between Dimension Data's and NTT's 
operations. NTT primarily operates in Asia, the US and Europe with network 
services in 159 countries and data centres in 31 cities worldwide. Dimension 
Data has a strong presence in Africa, the Middle East, Asia and Australia in 
addition to its operations in the US and Europe, a total of 49 countries 
globally. Dimension Data's business brings a strong local presence in multiple 
international locations that will allow NTT to strengthen its service 
infrastructure for Japanese enterprises expanding overseas as well as for new 
multinational clients. Similarly Dimension Data's clients will benefit from the 
expanded global delivery network of the combined business. 
Over the last few years, NTT has been focused on growing the share of overall 
revenue that it derives from its international business. In FY09, NTT's 
international business had revenues of US$ 2.9 billion (based on the simple 
consolidation of each of its subsidiaries' revenues), in FY07: US$ 2.0 billion 
and in FY08: US$ 2.6 billion. On a pro forma basis incorporating the acquisition 
of Dimension Data, total international revenues for FY09 are equivalent to US$ 
7.0 billion, driving NTT's shift to a new phase in the growth of its 
international business and strengthening its position in fast-growing emerging 
markets. NTT and Dimension Data will have a combined headcount of approximately 
22,000 employees in subsidiaries outside Japan and a combined client base of 
approximately 9,000 companies worldwide. 
NTT is delighted to welcome Dimension Data into the NTT Group of companies and 
intends Dimension Data to form the core of the combined group's integrated ICT 
offering. NTT believes it is important to preserve Dimension Data's management 
structure, operating structure, brand and business model to allow it to leverage 
its entrepreneurial, high performance and client centric culture as an 
independent subsidiary while continuing to provide services through the 
Dimension Data/Datacraft branded global network. Likewise, the business and 
operations of NTT's subsidiaries, which are complementary to Dimension Data's 
business, will be maintained as is. NTT will look to leverage the significant 
assets of the two groups and realise the attractive opportunities that this 
collaboration will unlock. 
NTT and Dimension Data intend to create working groups, drawing on talent from 
both businesses, which will be tasked with focusing on the realisation of 
synergies and growth. 
4         Benefits to South Africa 
NTT's proposed acquisition of Dimension Data represents a vote of confidence in 
South Africa and in Dimension Data. Dimension Data will be at the core of NTT's 
global integrated IT infrastructure management services and Dimension Data's 
platform significantly enhances NTT's global footprint by expanding its presence 
in particular in the Middle East and Africa. This is therefore a landmark 
transaction that also enhances the relationship between South Africa and Japan 
and from which Dimension Data and South Africa will gain access to NTT's world 
class scale and technology. 
5         Recommendation 
The Dimension Data Directors, who have been so advised by J.P. Morgan Cazenove, 
consider the terms of the Offer to be fair and reasonable. In providing its 
advice to the Dimension Data Directors, J.P. Morgan Cazenove has taken into 
account the commercial assessments of the Dimension Data Directors. In addition, 
the Dimension Data Directors consider the terms of the Offer to be in the best 
interests of Dimension Data Shareholders as a whole. 
Accordingly, the Dimension Data Directors intend unanimously to recommend that 
Dimension Data Shareholders accept the Offer as the Dimension Data Directors 
have irrevocably undertaken to do in respect of their own beneficial holdings, 
representing as at the date of this announcement, in aggregate, approximately 
1.1 per cent of the existing issued ordinary share capital of Dimension Data. 
Further details of these undertakings are set out in Appendix III to this 
announcement. 
6         Background to and Reasons for the Recommendation 
Dimension Data has had significant success over recent years in driving 
profitable growth. It has achieved this by transitioning its systems integration 
(SI) business globally into a services-led organisation focused on key areas of 
ICT demand and developing a leading professional and managed services offering 
for clients. 
The next stage of Dimension Data's strategic development is intended to drive 
further into delivery of next generation services, including converged 
communications, data centre services and assisting its clients on the journey 
towards a cloud computing focused model. Dimension Data will be well placed to 
provide a market-leading blend of on-premise, hybrid and cloud based solutions 
for clients. A combination with NTT will put Dimension Data in the position to 
accelerate its capability to compete in these areas, bringing improved access to 
datacentre infrastructure, communication networks and R&D capabilities. 
Near-term, Dimension Data will gain access to NTT's significant client base and 
will be well placed to have transferred to it contracts that are currently 
outsourced by NTT on behalf of its multi-national clients. 
The Board of Dimension Data believes the Offer reflects the value of Dimension 
Data's current market position. The Offer provides an opportunity for Dimension 
Data Shareholders to realise value for their investment in cash now. 
7         Irrevocable Undertakings and Recommended Support 
NTT has received irrevocable undertakings from each of the Dimension Data 
Directors: 
·             to accept, or procure the acceptance of, the Offer in respect of 
their entire holdings in respect of the Dimension Data Shares, representing as 
at the date of this announcement, in aggregate, approximately 1.1 per cent of 
the existing issued ordinary share capital of Dimension Data; or 
·             in case NTT elects to implement the transaction by way of a scheme 
of arrangement, to cast, or procure the casting of, all votes in relation to 
Dimension Data Shares held by the relevant director in favour of resolutions 
proposed at the court meeting and/or Dimension Data's general meeting convened 
in connection with such scheme of arrangement. 
NTT has also received irrevocable undertakings from VenFin DD Holdings Limited 
("VenFin") to accept, or procure the acceptance of, the Offer in respect of its 
entire holding of Dimension Data Shares, which represents 25.2 per cent. of the 
existing issued ordinary share capital of Dimension Data. The undertaking of 
VenFin to accept the Offer is conditional on approval of its shareholders at a 
general meeting. VenFin shareholders holding approximately 79 per cent. of the 
share capital of VenFin have undertaken to NTT to vote in favour of acceptance 
of the Offer at such general meeting. 
In addition, NTT has received irrevocable undertakings from Allan Gray Limited 
("Allan Gray") to accept, or procure the acceptance of, the Offer in respect of 
the Dimension Data Shares that it holds on a discretionary basis for clients, 
which represent 4.5 per cent. of the existing issued ordinary share capital of 
Dimension Data. Furthermore, NTT has received irrevocable undertakings from 
Allan Gray to recommend to its clients to accept the Offer in respect of 
Dimension Data Shares that it holds on their behalf on a non-discretionary 
basis, which represent 21.2 per cent. of the existing issued ordinary share 
capital of Dimension Data. 
On the basis described above, NTT has therefore received total irrevocable 
undertakings and recommended support in relation to the Offer in respect of 
Dimension Data Shares representing approximately 52 per cent of the existing 
issued ordinary share capital of Dimension Data. 
Further details of these irrevocable undertakings and recommended support are 
set out in Appendix III to this announcement. 
8         Information on NTT 
NTT Group is the largest provider of fixed and mobile voice-related services, 
internet protocol/packet communications services, sales of telecommunications 
equipment, system integration and other telecommunications related services in 
Japan and operates one of the largest telephone networks in the world. NTT 
Group's principal businesses are regional communications, long distance and 
international communications, mobile communications and data communications. 
NTT's shares are listed on the Tokyo Stock Exchange and on the Osaka, Nagoya, 
Fukuoka and Sapporo stock exchanges in Japan. In 1994, NTT listed its shares on 
the New York Stock Exchange (in ADR form) and also on the London Stock Exchange. 
For the fiscal year ending 31 March 2010, NTT Group had revenues of JPY10,416 
billion and operating income of JPY1,110 billion. 
9         Information on Dimension Data 
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. 
10       Current Trading and Prospects of the Dimension Data Group 
Dimension Data is optimistic about its market positioning. It believes there are 
signs of improving market conditions and a greater willingness amongst clients 
to spend on IT and IT services in particular. Dimension Data is continuing to 
invest in resources to meet market demand and to accelerate its services 
strategy. It anticipates that the second half of 2010 will see further recovery 
in client spending and is confident that its target of single digit constant 
currency revenue growth for the full year is achievable. 
Dimension Data is positive about the Dimension Data Group's short and medium 
term prospects. It continues to see evidence that its value proposition provides 
competitive differentiation in the marketplace, and believes that successful 
progression of its services strategy will provide further differentiation and 
growth. 
11        Management and Employees 
NTT attaches great importance to the skills and experience of the existing 
management and employees of Dimension Data. As such, NTT expects that Dimension 
Data employees will play an important role in the enlarged group. 
NTT does not currently intend to make any material changes to the conditions of 
employment of Dimension Data employees. 
12       Dimension Data Share Schemes 
Participants in any Dimension Data Share Schemes will be contacted regarding the 
effect of the Offer on their rights under those schemes and appropriate 
proposals will be made to such participants in due course. Further details of 
these proposals will be set out in separate letters to be sent to participants 
in the Dimension Data Share Schemes. 
13       Financing 
The cash consideration payable by NTT under the terms of the Offer will be 
funded using a combination of NTT's existing cash resources and loan facilities 
arranged by The Bank of Tokyo-Mitsubishi UFJ, Ltd, for the purpose of the Offer. 
Morgan Stanley & Co. Limited, financial adviser to NTT, is satisfied that the 
resources available to NTT are sufficient to satisfy in full the cash 
consideration payable to Dimension Data Shareholders under the Offer. 
14       Implementation Agreement and Inducement Fee 
NTT and Dimension Data have entered into the Implementation Agreement dated 15 
July 2010 which sets out the terms on which they have agreed to implement the 
Offer. The Implementation Agreement contains arrangements relating to an 
inducement fee which has been approved by the Panel. 
The principal terms of the Implementation Agreement and further details of the 
inducement fee are set out in Appendix IV to this announcement. 
15       Disclosure of Interests in Dimension Data 
As at the close of business on 13 July 2010, being the last practicable date 
before this announcement, and save for the irrevocable undertakings referred to 
in paragraph 7 above, neither NTT nor any NTT Directors nor, so far as NTT is 
aware, any party acting or deemed to be acting in concert with NTT, has any 
interest in, or right to subscribe for, any Dimension Data Shares or any 
Dimension Data Securities, nor does any such person have any short position 
(whether conditional or absolute and whether in the money or otherwise) 
including short positions under derivatives or arrangements in relation to 
Dimension Data Securities nor has borrowed or lent any relevant Dimension Data 
Securities (save for any borrowed shares which have been on-lent or sold). For 
these purposes, "arrangement" includes any indemnity or option arrangement or 
any agreement or understanding, formal or informal, of whatever nature, relating 
to Dimension Data Securities which may be an inducement to deal or refrain from 
dealing in such securities. 
NTT reserves the right to acquire Dimension Data Shares in the market at or 
below the Offer Price. 
Since neither NTT nor any member of the NTT Group nor any party acting or deemed 
to be acting in concert with NTT, has any interest in relevant securities in 
Dimension Data, no Opening Position Disclosure is required under Rule 8.1(a) of 
the City Code. 
16       Regulatory Issues 
The Offer is conditional upon NTT receiving approvals for the acquisition of 
Dimension Data from the European Commission as well as certain other regulatory 
bodies in other jurisdictions. Having taken legal advice, NTT is confident that 
any regulatory aspects relating to the consummation of the Offer are capable of 
being successfully dealt with. 
17       Shareholders Outside the United Kingdom 
The availability of the Offer to Dimension Data Shareholders who are not 
resident in the United Kingdom may be affected by the laws of their relevant 
jurisdiction. Such persons should inform themselves of, and observe, any 
applicable legal or regulatory requirements of their jurisdiction. Dimension 
Data Shareholders who are in any doubt regarding such matters should consult an 
appropriate independent professional adviser in the relevant jurisdiction 
without delay. The Offer consideration due to each Dimension Data Shareholder is 
to be paid in Pounds Sterling. In order to comply with applicable requirements 
in South Africa, South African resident Dimension Data Shareholders who hold 
their shares on Dimension Data's South African branch register are to receive 
their consideration in South African Rand, based on a conversion mechanism which 
will be described in the Offer Document to be posted to Dimension Data 
Shareholders by NTT. 
18       Delisting, Compulsory Acquisition and Re-registration 
If the Offer becomes or is declared unconditional in all respects, and 
sufficient acceptances under the Offer are received, 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 Johannesburg Securities 
Exchange and to cancel admission to trading in Dimension Data Shares on the 
London Stock Exchange's and Johannesburg Securities Exchange's markets for 
listed securities. 
If NTT receives acceptances under the Offer in respect of, or otherwise 
acquires, 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 or s440K of the South African Companies Act 51 1973 in 
respect of Dimension Data Shares which are held on Dimension Data's South 
African branch register, to acquire compulsorily the remaining Dimension Data 
Shares in respect of which the Offer has not been accepted on the same terms as 
the Offer. 
It is anticipated that cancellation of listing on the Official List and 
Johannesburg Securities Exchange and of admission to trading on the London Stock 
Exchange and Johannesburg Securities Exchange will take effect no earlier than 
20 Business Days after either (i) the date on which NTT has, by virtue of its 
shareholdings and acceptances of the Offer, acquired or agreed to acquire issued 
share capital carrying 75 per cent of the voting rights of Dimension Data or 
(ii) the first date of issue of compulsory acquisition notices under Part 28 of 
the Act, as applicable. NTT will notify Dimension Data Shareholders when the 
required 75 per cent has been attained and confirm that the notice period has 
commenced and the anticipated date of cancellation and will take such steps as 
are required in order to procure the cancellation of Dimension Data's listing on 
the Johannesburg Securities Exchange in accordance with its rules. 
The cancellation of Dimension Data's listing would significantly reduce the 
liquidity and marketability of any Dimension Data Shares in respect of which the 
Offer has not been accepted at that time. 
It is also intended that, following the Offer becoming or being declared 
unconditional, Dimension Data will be re-registered as a private company under 
the relevant provisions of the Companies Act. 
19       General 
It is expected that the Offer Document and the Acceptance Forms accompanying the 
Offer Document will be posted as soon as possible and, in any event, (save with 
the consent of the Panel) within 28 days of this announcement. The Offer will be 
subject to the conditions set out in Appendix I. The basis and sources of 
certain financial information contained in this announcement are set out in 
Appendix II. Certain terms used in this announcement are defined in Appendix V. 
Subject to satisfaction or waiver of the conditions set out in Appendix I, the 
Offer is expected to become or be declared unconditional in all respects by the 
end of October 2010. 
NTT reserves the right to elect, with the agreement of Dimension Data and the 
consent of the Panel and the SRP (where necessary), to implement the acquisition 
of Dimension Data by way of a court-approved scheme of arrangement in accordance 
with Part 26 of the Act. In such event, the acquisition will be implemented on 
substantially the same terms, subject to appropriate amendments, as those which 
would apply to the Offer. 
 
Enquiries: 
+------------------------------+-----------------+ 
| NTT - Global Business        | Telephone: +81  | 
| Strategy Office              | 44 965 5636     | 
+------------------------------+-----------------+ 
|                              |                 | 
+------------------------------+-----------------+ 
| Morgan Stanley               |                 | 
| (Financial Adviser to NTT)   |                 | 
+------------------------------+-----------------+ 
| Laurence Hopkins (London)    | Telephone: +44  | 
|                              | 20 7425 8000    | 
+------------------------------+-----------------+ 
| Hironobu Wakabayashi (Tokyo) | Telephone: +81  | 
| Risana Zitha (Johannesburg)  | 3 5424 5000     | 
|                              | 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     | 
+------------------------------+-----------------+ 
 
Morgan Stanley is acting as exclusive financial adviser to NTT and no one else 
in connection with the Offer and this announcement and will not be responsible 
to anyone other than NTT for providing the protections afforded to clients of 
Morgan Stanley or for providing advice in connection with the Offer, the 
contents of this announcement or any other 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 exclusively for Dimension Data and no one else in 
connection with the Offer 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 connection with the Offer or any matter referred 
to herein. 
This announcement is for information purposes only and does not constitute an 
offer to sell or invitation to purchase or subscribe for any securities or the 
solicitation an offer to buy any securities in any jurisdiction pursuant to the 
Offer or otherwise, nor shall there be any sale, issue or transfer of the 
securities referred to in this announcement in any jurisdiction in contravention 
of applicable law. The offer will be made solely through the Offer Document and 
the Acceptance Forms, which will contain the full terms and conditions of the 
Offer, including details of how it may be accepted. This announcement does not 
constitute a prospectus or prospectus equivalent document. 
This announcement has been prepared for the purpose of complying with English 
law and the City Code and, where appropriate, the laws of South Africa and the 
SRP Code and the information disclosed may not be the same as that which would 
have been disclosed if this announcement had been prepared in accordance with 
the laws of other jurisdictions. The release, publication or distribution of 
this announcement in certain jurisdictions may be restricted by law. Persons who 
are not resident in the United Kingdom or who are subject to other jurisdictions 
should inform themselves of, and observe, any applicable legal or regulatory 
requirements. Any failure to comply with the applicable requirements may 
constitute a violation of the securities laws of any such jurisdiction. To the 
fullest extent permitted by applicable law, the companies involved in the 
proposed Offer disclaim any responsibility or liability for the violation of 
such restrictions by any person. 
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. 
The Offer will be subject to the applicable requirements of the City Code, the 
Panel, the SRP, the SRP Code, the London Stock Exchange, the Financial Services 
Authority and the Johannesburg Securities Exchange. 
Neither the US Securities and Exchange Commission nor any securities commission 
of a state in the United States has (a) approved or disapproved of the Offer; 
(b) passed upon the merits of fairness of the Offer; or (c) passed upon the 
adequacy or accuracy of the disclosure in this press release. Any representation 
to the contrary is a criminal offence in the United States. 
The availability of the Offer to Dimension Data Shareholders who are not 
resident in the United Kingdom may be affected by the laws of the relevant 
jurisdictions in which they are resident. Persons who are not resident in the 
United Kingdom should inform themselves of, and observe, any applicable 
requirements. 
Unless otherwise determined by NTT, this announcement and the Offer will not be 
made, directly or indirectly, in or into a Restricted Jurisdiction or the United 
States, or by use any means or instrumentality (including, without limitation, 
telex, facsimile transmission, telephone, internet, or other forms of electronic 
communication) of interstate or foreign commerce, or of any facility of a 
national securities exchange, of any Restricted Jurisdiction or the United 
States. Unless so determined by NTT, the Offer will not be capable of acceptance 
by any such use, means or instrumentality or facility of, or from or within, any 
Restricted Jurisdiction or the United States. 
Copies of this announcement, the Offer Document and the Acceptance Forms will 
not be, and must not be, directly or indirectly, mailed or otherwise forwarded, 
(including without limitation by telex, facsimile transmission, telephone, 
internet or other forms of electronic communication) distributed or sent in, 
into or from any Restricted Jurisdiction or the United States. NTT does not 
currently expect to extend the Offer to holders of Dimension Data's American 
Depository Receipts. 
NTT will prepare the Offer Document to be distributed to Dimension Data 
Shareholders in jurisdictions where it is permissible to do so. Dimension Data 
and NTT will urge Dimension Data Shareholders to read the Offer Document when it 
becomes available because it will contain important information relating to the 
Offer. 
Other than the SRP, no listing authority or equivalent has reviewed, approved or 
disapproved of this announcement or any of the proposals described herein. 
Forward Looking Statements 
This announcement contains statements about NTT and Dimension Data that are or 
may be forward looking statements. All statements other than statements of 
historical facts included in this announcement may be forward looking 
statements. Without limitation, any statements preceded or followed by or that 
include the words "targets", "plans", "believes", "expects", "aims", "intends", 
"will", "may", "anticipates", "estimates", "projects" or, words or terms of 
similar substance or the negative thereof, are forward looking statements. 
Forward looking statements include statements relating to the following: (i) 
statements relating to the expected benefits of the acquisition to NTT; (ii) 
background to and reasons for the Offer; (iii) expectations of the impact of the 
acquisition on revenue and earnings of NTT; (iv) future capital expenditures, 
expenses, revenues, earnings, synergies, economic performance, indebtedness, 
financial condition, dividend policy, losses and future prospects; (v) business 
and management strategies and the expansion and growth of NTT's or Dimension 
Data's operations and potential synergies resulting from the Offer; and (vi) the 
effects of government regulation on NTT's or Dimension Data's business. 
Such forward looking statements involve risks and uncertainties that could 
significantly affect expected results and are based on certain key assumptions. 
Many factors could cause actual results to differ materially from those 
projected or implied in any forward looking statements, including risks relating 
to the successful combination of Dimension Data with NTT; higher than 
anticipated costs relating to the combination of Dimension Data with NTT or 
investment required in Dimension Data to realise expected benefits and facts 
relating to Dimension Data that may impact the timing or amount of benefit 
realised from the acquisition that are unknown to NTT. Due to such uncertainties 
and risks, readers are cautioned not to place undue reliance on such forward 
looking statements, which speak only as of the date hereof. NTT and Dimension 
Data disclaim any obligation to update any forward looking or other statements 
contained herein, except as required by applicable law. 
Disclosure Requirements of the Code 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of an offeree company or of any paper offeror 
(being any offeror other than an offeror in respect of which it has been 
announced that its offer is, or is likely to be, solely in cash) must make an 
Opening Position Disclosure following the commencement of the offer period and, 
if later, following the announcement in which any paper offeror is first 
identified. An Opening Position Disclosure must contain details of the person's 
interests and short positions in, and rights to subscribe for, any relevant 
securities of each of: (i) the offeree company; and (ii) any paper offeror(s). 
An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be 
made by no later than 3.30 pm (London time) on the 10th business day following 
the commencement of the offer period and, if appropriate, by no later than 3.30 
pm (London time) on the 10th business day following the announcement in which 
any paper offeror is first identified. Relevant persons who deal in the relevant 
securities of the offeree company or of a paper offeror prior to the deadline 
for making an Opening Position Disclosure must instead make a Dealing 
Disclosure. 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 
or more of any class of relevant securities of the offeree company or of any 
paper offeror must make a Dealing Disclosure if the person deals in any relevant 
securities of the offeree company or of any paper offeror. A Dealing Disclosure 
must contain details of the dealing concerned and of the person's interests and 
short positions in, and rights to subscribe for, any relevant securities of each 
of: (i) the offeree company; and (ii) any paper offeror, save to the extent that 
these details have previously been disclosed under Rule 8. A Dealing Disclosure 
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm 
(London time) on the business day following the date of the relevant dealing. 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire or control an interest in relevant 
securities of an offeree company or a paper offeror, they will be deemed to be a 
single person for the purpose of Rule 8.3. 
Opening Position Disclosures must also be made by the offeree company and by any 
offeror and Dealing Disclosures must also be made by the offeree company, by any 
offeror and by any persons acting in concert with any of them (see Rules 8.1, 
8.2 and 8.4 of the Code). 
Details of the offeree and offeror companies in respect of whose relevant 
securities Opening Position Disclosures and Dealing Disclosures must be made can 
be found in the Disclosure Table on the Takeover Panel's website at 
http://www.thetakeoverpanel.org.uk, including details of the number of relevant 
securities in issue, when the offer period commenced and when any offeror was 
first identified. If you are in any doubt as to whether you are required to make 
an Opening Position Disclosure or a Dealing Disclosure, you should contact the 
Panel's Market Surveillance Unit on [phone]. 
In accordance with Rule 2.10 of the Code, Dimension Data confirms that, as at 
close of business on 14 July 2010 it had 1,709,104,477 ordinary shares of US$ 
0.01 in issue. The International Securities Identification Number ("ISIN") for 
the ordinary shares is GB0008435405. 
Publication on Website 
A copy of this announcement will be made available on NTT's website at 
http://www.ntt.co.jp/ir/index_e.html and on Dimension Data's website at 
www.dimensiondata.com/InvestorRelations by no later than 12 noon (London time) 
on 16 July 2010. 
            Appendix I 
 Conditions and Further Terms of the Offer 
                       Part A 
 Conditions of the Offer 
The Offer, which will be made by NTT, will comply with the City Code and will be 
governed by English law and be subject to the jurisdiction of the English courts 
(save for certain procedural aspects of the Offer which relate to Dimension Data 
Shares which are held on Dimension Data's South African branch register, which 
will be governed by the laws of South Africa). In addition, the Offer will be 
subject to the terms and conditions to be set out in the Offer Document. The 
Offer will be subject to the following conditions: 
1         valid acceptances of the Offer being received (and not, where 
permitted, withdrawn) by no later than 3.00 p.m. (London time) on the first 
closing date as set out in the Offer Document (or such later time(s) and/or 
date(s) as NTT may, subject to the rules of the Code, decide) in respect of not 
less than 90 per cent (or such lesser percentage as NTT may decide) of the 
Dimension Data Shares to which the Offer relates, provided that this condition 
will not be satisfied unless NTT shall have acquired or agreed to acquire 
(whether pursuant to the Offer or otherwise) Dimension Data Shares carrying in 
aggregate more than 50 per cent. of the voting rights normally exercisable at a 
general meeting of Dimension Data. For the purposes of this condition: 
1.1      Dimension Data Shares which have been unconditionally allotted but not 
issued shall be deemed to carry the voting rights which they will carry upon 
issue; 
1.2      the expression "Dimension Data Shares to which the Offer relates" shall 
be construed in accordance with Part 28 of the Companies Act; and 
1.3      valid acceptances shall be deemed to have been received in respect of 
Dimension Data Shares which are treated for the purposes of Part 28 of the 
Companies Act as having been acquired or contracted to be acquired by NTT by 
virtue of acceptances of the Offer; 
2         In addition, the Offer will also be conditional upon the following 
conditions (as amended if appropriate) being satisfied or waived as referred to 
below: 
2.1      to the extent that the Offer constitutes a concentration falling within 
the scope of Council Regulation (EC) 139/2004 (as amended) (the "Regulation"): 
2.1.1       the European Commission taking a decision (or being deemed to have 
taken a decision) under Article 6(1)(b) declaring the Offer compatible with the 
common market, without imposing any conditions or obligations that are not on 
terms reasonably satisfactory to NTT; or 
2.1.2       the European Commission taking a decision (or being deemed to have 
taken a decision) to refer the Offer to the competent authorities of one or more 
Member States under Article 9(3) of the Regulation; and 
(i)        each such authority taking a decision with equivalent effect to that 
referred to in Clause 2.1.1 with respect to those parts of the Offer referred to 
it; and 
(ii)       the European Commission taking any of the decisions referred to in 
Clause 2.1.1 with respect to any part of the Offer retained by it; 
2.2      the South African Competition authorities approving the Offer, in terms 
of the South African Competition Act of 1998, without conditions or subject to 
such conditions as may be satisfactory to NTT, acting reasonably; 
2.3      the Exchange Control of the South African Reserve Bank approving the 
Offer, to the extent required, without conditions or subject to such conditions 
as may be satisfactory to NTT, acting reasonably; 
2.4      the Independent Communications Authority of South Africa approving the 
Offer, to the extent required, without conditions or subject to such conditions 
as may be satisfactory to NTT, acting reasonably; 
2.5      all required filings having been made under the United States 
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the rules 
and regulations thereunder and all applicable waiting periods with respect 
thereto having expired or been terminated; 
2.6      NTT having received clearance from CFIUS under the U.S. Defense 
Production Act of 1950 as amended in relation to the Offer; 
2.7      one of the following occurs: 
2.7.1      the Treasurer of the Commonwealth of Australia (the "Treasurer") or 
his agent advises NTT to the effect that there are no objections to the 
acquisition of up to all the Dimension Data Shares by NTT in terms of the 
Commonwealth Government's foreign investment policy; or 
2.7.2      no order is made in relation to the Offer under section 22 of the 
Foreign Acquisitions and Takeovers Act 1975 (Cth) (the "FATA") within a period 
of 40 days after NTT has notified the Treasurer that it proposes to acquire the 
Dimension Data Shares under the Offer, and no notice is given by the Treasurer 
to NTT during that period to the effect that there are any objections to the 
acquisition of the Dimension Data Shares by NTT in terms of the Commonwealth 
Government's foreign investment policy; or 
2.7.3      where an order is made under section 22 of the FATA, a period of 90 
days has expired after the order comes into operation and no notice has been 
given by the Treasurer to NTT during that period to the effect that there are 
any objections to the acquisition of the Dimension Data Shares by NTT in terms 
of the Commonwealth Government's foreign investment policy; 
2.8     no central bank, government or governmental, quasi-governmental, state 
or local government, supranational, statutory, environmental, administrative, 
investigative or regulatory body, agency, court, association or any other person 
or body in any jurisdiction (a "Relevant Authority") having given notice of a 
decision to take or having decided to take or having taken, instituted, 
implemented or threatened any action, proceeding, suit, investigation or 
enquiry, or enacted, made or proposed any statute, regulation, order, decision, 
changed a published position or otherwise taken any other step that would or 
might in the reasonable opinion of NTT in any respect reasonably be expected to: 
2.8.1       require, prevent or delay the divestiture by any member of the Wider 
NTT Group or any member of the Wider Dimension Data Group of all or any portion 
of their respective businesses, assets or properties or impose any limitation on 
the ability of any member of the Wider NTT Group or the Wider Dimension Data 
Group to conduct their respective businesses (or any part of them) or to own or 
control any of their respective assets or properties or any part of them which, 
in any such case, is material in the context of the Wider Dimension Data Group 
taken as a whole or in the context of the Offer; or 
2.8.2       other than pursuant to the Offer or Part 28, Chapter 3 of the Act 
require any member of either the Wider NTT Group or Wider Dimension Data Group 
to make an offer to acquire any shares or other securities in any member of the 
Wider Dimension Data Group owned by any third party; or 
2.8.3       impose any material limitation on, or result in a material delay in, 
the ability of NTT or the Wider NTT Group directly or indirectly to acquire or 
to hold or to exercise effectively directly or indirectly all or any rights of 
ownership in respect of shares or loans or securities convertible into shares or 
any other securities (or the equivalent) in Dimension Data or the ability of NTT 
to hold or exercise effectively any rights of ownership of shares, loans or 
other securities in, or to exercise management control over any member of the 
Wider Dimension Data Group, which, in any such case, is material in the context 
of the Wider Dimension Data Group taken as a whole or in the context of the 
Offer; or 
2.8.4       otherwise adversely affect the business, assets, liabilities, 
financial or trading position, profits or prospects of any member of the Wider 
Dimension Data Group in each case to an extent which is material in the context 
of the Wider Dimension Data Group taken as a whole or in the context of the 
Offer; or 
2.8.5       result in any member of the Wider Dimension Data Group ceasing to be 
able to carry on business under any name under which it presently does so which 
is material in the context of the Wider Dimension Data Group taken as a whole or 
in the context of the Offer; or 
2.8.6       make the Offer, its implementation or the acquisition of any shares 
in, or control of, Dimension Data by any member of the Wider NTT Group, void, 
unenforceable, illegal and/or prohibited in or under the laws of any 
jurisdiction or otherwise directly or indirectly restrict, restrain, prohibit, 
delay or otherwise materially interfere with the implementation of, or impose 
additional conditions or obligations with respect to, or require amendment of, 
or otherwise challenge or interfere with, the Offer, 
and all applicable waiting and other time periods during which any such Relevant 
Authority could decide to take, institute, implement or threaten any such 
action, proceedings, suit, investigation, enquiry or reference or take any other 
step under the laws of any jurisdiction having expired, lapsed or been 
terminated; 
2.9      all necessary filings, applications and/or notifications which are 
necessary or reasonably considered necessary by NTT having been made and all 
statutory and regulatory obligations in connection with the Offer in any 
relevant jurisdictions which are necessary or reasonably considered necessary by 
NTT having been complied with and all appropriate waiting periods (including any 
extensions thereof) under any applicable legislation or regulation of any 
jurisdiction having expired, lapsed or been terminated in each case in respect 
of the Offer and the acquisition of any shares or other securities in, or 
control of, Dimension Data by NTT or any member of the Wider NTT Group and all 
authorisations, orders, grants, recognitions, confirmations, licences, consents, 
clearances, permissions and approvals ("authorisations") necessary or 
appropriate in any jurisdiction for or in respect of the Offer and the proposed 
acquisition of any shares or other securities in, or control or management of, 
Dimension Data by NTT or any member of the Wider NTT Group being obtained in 
terms and in a form satisfactory to NTT, acting reasonably, from appropriate 
Relevant Authorities or from any persons or bodies with whom any member of the 
Wider NTT Group or the Wider Dimension Data Group has entered into contractual 
arrangements and such authorisations together with all authorisations necessary 
or appropriate for any member of the Wider Dimension Data Group to carry on its 
business remaining in full force and effect in each case where the absence of 
such authorisation would have a material adverse effect on the Wider Dimension 
Data Group and there being no notice or other intimation of any intention to 
revoke, suspend, restrict or modify or not to renew any of the same having been 
made and all necessary statutory or regulatory obligations in any jurisdiction 
having been complied with; 
2.10    save as fairly disclosed in the Annual Report or as Publicly Announced 
or fairly disclosed in writing to NTT or its advisers by or on behalf of 
Dimension Data in the course of the negotiations relating to the Offer, in each 
case prior to the date of this announcement, there being no provision of any 
arrangement, agreement, lease, licence, permit or other instrument to which any 
member of the Dimension Data Group is a party or by or to which any such member 
or any of its assets is or may be bound or be subject which, as a consequence of 
the Offer or the acquisition or the proposed acquisition by NTT or any member of 
the Wider NTT Group of any shares or other securities (or the equivalent) in 
Dimension Data or because of a change in the control or management of any member 
of the Wider Dimension Data Group or otherwise, would or might reasonably be 
expected to result in, in any case to an extent which is material in the context 
of the Wider Dimension Data Group taken as a whole or in the context of the 
Offer in: 
2.10.1     any monies borrowed by, or any other indebtedness, actual or 
contingent, of, or any grant available to, any member of the Wider Dimension 
Data Group being or becoming repayable, or being capable of being declared 
repayable immediately or prior to their or its stated maturity, or the ability 
of any such member to borrow monies or incur any indebtedness being withdrawn or 
inhibited or becoming capable of being withdrawn or inhibited; 
2.10.2     the creation or enforcement of any mortgage, charge or other security 
interest, over the whole or any part of the business, property or assets of any 
member of the Wider Dimension Data Group or any such mortgage, charge or other 
security interest (whenever arising or having arisen) becoming enforceable; 
2.10.3    any such arrangement, agreement, lease, licence, permit or other 
instrument being, or becoming capable of being, terminated or adversely modified 
or affected or any onerous obligation or liability arising or any adverse action 
being taken thereunder; 
2.10.4     any assets or interests of any member of the Wider Dimension Data 
Group being or falling to be disposed of or charged or any right arising under 
which any such asset or interest could be required to be disposed of or charged 
or could cease to be available to any member of the Wider Dimension Data Group; 
2.10.5     the rights, liabilities, obligations or interests of any member of 
the Wider Dimension Data Group in, or the business of any such member with, any 
person, firm or body (or any arrangement or arrangements relating to any such 
interest or business) being terminated, adversely modified or adversely 
affected; 
2.10.6     any such member of the Wider Dimension Data Group ceasing to be able 
to carry on business under any name under which it presently does so; 
2.10.7     the value, financial or trading position, profits or prospects of 
Dimension Data or any member of the Wider Dimension Data Group being prejudiced 
or adversely affected; 
2.10.8     the creation of any liability (actual or contingent) of any member of 
the Wider Dimension Data Group to make severance, termination, bonus or other 
payment to any of its directors or officers; or 
2.10.9     the creation of any liability (actual or contingent) by any member of 
the Wider Dimension Data Group other than in the ordinary course of business, 
and no event having occurred which under any provision of any agreement, 
arrangement, licence, permit or other instrument to which any member of the 
Wider Dimension Data Group is a party or by or to which any such member or any 
of its assets may be bound or subject, could reasonably be expected to result in 
any of the events or circumstances which are referred to in conditions 2.10.1 to 
2.10.8; 
2.11    save as fairly disclosed in the Annual Report or as Publicly Announced 
or fairly disclosed in writing to NTT or its advisers by or on behalf of 
Dimension Data in the course of the negotiations relating to the Offer, in each 
case prior to the date of this announcement, no member of the Wider Dimension 
Data Group having since 1 October 2009: 
2.11.1     issued or agreed to issue or authorised or proposed or announced its 
intention to authorise or propose the issue of additional shares of any class, 
or securities convertible into, or exchangeable for, or rights, warrants or 
options to subscribe for or acquire, any such shares or convertible securities 
(save as between Dimension Data and wholly-owned subsidiaries of Dimension Data 
and save for the issue of the Dimension Data Shares pursuant to or in connection 
with rights granted before the date of this announcement under, or the grant of 
rights before such date under, the Dimension Data Share Schemes); 
2.11.2     recommended, declared, paid or made or proposed to recommend, 
declare, pay or make any bonus issue, dividend or other distribution whether 
payable in cash or otherwise other than dividends (or other distributions 
whether payable in cash or otherwise) lawfully paid or made by any wholly-owned 
subsidiary of Dimension Data to Dimension Data or any of its wholly-owned 
subsidiaries; 
2.11.3     other than pursuant to the implementation of the Offer (and save for 
transactions between Dimension Data and its wholly-owned subsidiaries and 
transactions in the ordinary course of business) implemented, effected, 
authorised, proposed or announced its intention to implement, effect, authorise 
or propose any merger, demerger, reconstruction, amalgamation, scheme, 
commitment or acquisition or disposal of assets or shares (or the equivalent 
thereof) in any undertaking or undertakings, that is material in the context of 
the Wider Dimension Data Group taken as a whole, its share or loan capital or in 
the context of the Offer; 
2.11.4     (save for transactions between Dimension Data and its wholly-owned 
subsidiaries and save for transactions in the ordinary course of business) 
disposed of, or transferred, mortgaged or charged, or created any other security 
interest over, any asset or any right, title or interest in any asset that is 
material in the context of the Wider Dimension Data Group taken as a whole or 
authorised, proposed or announced any intention to do so; 
2.11.5     made, authorised, proposed or announced an intention to propose any 
change in its loan capital which is material in the context of the Wider 
Dimension Data Group taken as a whole or in the context of the Offer; 
2.11.6     (save for transactions between Dimension Data and its wholly-owned 
subsidiaries) issued, authorised or proposed or announced an intention to 
authorise or propose, the issue of any debentures or (save for transactions 
between Dimension Data and its wholly-owned subsidiaries or transactions under 
existing credit arrangements or in the ordinary course of business) incurred any 
indebtedness or contingent liability which is material in the context of the 
Wider Dimension Data Group as a whole or in the context of the Offer; 
2.11.7    entered into, varied or terminated, or authorised, proposed or 
announced its intention to enter into, terminate or vary any contract, 
arrangement, agreement, transaction or commitment (whether in respect of capital 
expenditure or otherwise) which is of a long term, unusual or onerous nature or 
magnitude or which involves or is reasonably likely to involve an obligation of 
such a nature or magnitude which is, in any such case, or which is or is likely 
to be restrictive on the business of any member of the Wider Dimension Data 
Group, which is, in each such case, material in the context of the Wider 
Dimension Data Group or in the context of the Offer; 
2.11.8     entered into or varied to a material extent or authorised, proposed 
or announced its intention to enter into or vary to a material extent the terms 
of, or make any offer (which remains open for acceptance) to enter into or vary 
to a material extent the terms of, any service agreement with any director or 
senior executive of any member of the Wider Dimension Data Group; 
2.11.9    proposed, agreed to provide or modified the terms of any share option 
scheme, incentive scheme or other benefit relating to the employment or 
termination of employment of any person employed by the Wider Dimension Data 
Group save as agreed by NTT in writing; 
2.11.10   other than in connection with the Offer, implemented or effected, or 
authorised, proposed or announced its intention to implement or effect, any 
composition, assignment, reconstruction, amalgamation, commitment, scheme or 
other offer or arrangement otherwise than in the ordinary course of business 
which is material in the context of the Wider Dimension Data Group taken as a 
whole or in the context of the Offer; 
2.11.11  purchased, redeemed or repaid or announced a proposal to purchase, 
redeem or repay any of its own shares or other securities (or the equivalent) or 
reduced or made any other change to or proposed the reduction or other change to 
any part of its share capital, save for any shares allotted in connection with 
the Dimension Data Share Schemes pursuant to rights granted before the date of 
this announcement or as between Dimension Data and wholly-owned subsidiaries of 
Dimension Data; 
2.11.12   (other than in respect of claims between Dimension Data and 
wholly-owned subsidiaries of Dimension Data) waived, compromised or settled any 
claim which is material in the context of the Wider Dimension Data Group as a 
whole; 
2.11.13   terminated or varied the terms of any agreement or arrangement between 
any member of the Wider Dimension Data Group and any other person in a manner 
which would or might reasonably be expected to have a material adverse effect on 
the financial position of the Wider Dimension Data Group taken as a whole; 
2.11.14   (save as disclosed on publicly available registers prior to the date 
of the announcement) made any material alteration to its memorandum or articles 
of association; 
2.11.15   save to the extent agreed by NTT in writing, made or agreed or 
consented to any significant change to the terms of the trust deeds constituting 
the pension schemes established for its directors and/or employees and/or their 
dependants or any material favourable change to the benefits which accrue, or to 
the pensions which are payable (including contributions payable to any such 
Schemes), thereunder, or to the basis on which qualification for or accrual or 
entitlement to such benefits or pensions are calculated or determined or to the 
basis upon which the liabilities (including pensions) of such pension schemes 
are funded or made, or agreed or consented to any change to the trustees 
involving the appointment of a trust corporation; 
2.11.16   been unable, or admitted in writing that it is unable, to pay its 
debts or having stopped or suspended (or threatened to stop or suspend) payment 
of its debts generally or ceased or threatened to cease carrying on all or any 
part of any business which is material in the context of the Wider Dimension 
Data Group as a whole or in the context of the Offer; 
2.11.17   (other than in respect of a company which is dormant and was solvent 
at the relevant time) taken or proposed any corporate action or had any action 
or proceedings or other steps instituted against it for its winding-up 
(voluntary or otherwise), dissolution or reorganisation or for the appointment 
of a receiver, administrator, administrative receiver, trustee or similar 
officer of all or any material part of its assets or revenues or any analogous 
proceedings in any jurisdiction or appointed any analogous person in any 
jurisdiction which is material in the context of the Wider Dimension Data Group 
taken as a whole or in the context of the Offer; or 
2.11.18   entered into any contract, agreement, arrangement or commitment or 
passed any resolution or made any proposal or announcement with respect to, or 
to effect, any of the transactions, matters or events referred to in this 
condition 2.11; 
2.12    save as fairly disclosed in the Annual Report or as Publicly Announced 
or fairly disclosed in writing to NTT or its advisers by or on behalf of 
Dimension Data in the course of negotiations relating to the Offer, in each case 
prior to the date of this announcement, since 1 October 2009 there having been: 
2.12.1     no adverse change or deterioration in the business, assets, financial 
or trading position or profits or prospects of any member of the Wider Dimension 
Data Group which is material in the context of the Wider Dimension Data Group 
taken as a whole or in the context of the Offer; 
2.12.2     no litigation, arbitration proceedings, prosecution or other legal 
proceedings having been threatened, announced or instituted by or against or 
remaining outstanding against or in respect of any member of the Wider Dimension 
Data Group and which might reasonably be expected to have a material adverse 
effect on the Wider Dimension Data Group taken as a whole or in the context of 
the Offer; 
2.12.3     no enquiry or investigation by or complaint or reference to any 
Relevant Authority or other investigative body, threatened, announced, 
implemented or instituted or remaining outstanding by, against or in respect of 
any member of the Wider Dimension Data Group which would or might reasonably be 
expected to have a material adverse effect on the Wider Dimension Data Group 
taken as a whole in the context of the Offer; 
2.12.4     no contingent or other liability arising or becoming apparent to any 
member of the Wider NTT Group which would or might reasonably be expected to 
adversely affect any member of the Wider Dimension Data Group and which in any 
such case is material in the context of the Wider Dimension Data Group taken as 
a whole or in the context of the Offer; and 
2.12.5     no steps taken and no omissions made which are likely to result in 
the withdrawal, cancellation, termination or modification of any licence held by 
any member of the Wider Dimension Data Group which is necessary for the proper 
carrying on of its business, which is material in the context of the Wider 
Dimension Data Group taken as a whole or in the context of the Offer; 
2.13    save as fairly disclosed in the Annual Report or as Publicly Announced 
or fairly disclosed in writing to NTT or its advisers by or on behalf of 
Dimension Data in the course of negotiations relating to the Offer, in each case 
prior to the date of this announcement, NTT not having discovered: 
2.13.1     that the financial, business or other information concerning the 
Wider Dimension Data Group Publicly Announced or disclosed at any time by or on 
behalf of any member of the Wider Dimension Data Group contains a 
misrepresentation of fact or omits to state a fact necessary to make the 
information contained therein not misleading and which was not subsequently 
corrected by 14 July 2010 by disclosure either publicly or otherwise to NTT, 
which is, in any case, material in the context of the Wider Dimension Data Group 
or in the context of the Offer; 
2.13.2     that any member of the Wider Dimension Data Group, partnership, 
company or other entity in which any member of the Wider Dimension Data Group 
has a significant economic interest and which is not a subsidiary undertaking of 
the Wider Dimension Data Group is, otherwise than in the ordinary course of 
business, subject to any liability, contingent or otherwise, which is material 
in the context of the Wider Dimension Data Group taken as a whole or in the 
context of the Offer; 
2.13.3     any information which affects the import of any information disclosed 
at any time by or on behalf of any member of the Wider Dimension Data Group to 
an extent which is material in the context of the Wider Dimension Data Group as 
a whole or in the context of the Offer; 
2.13.4     that any past or present member of the Wider Dimension Data Group has 
failed to comply in any material respect with any and/or all applicable 
legislation or regulations of any jurisdiction or any notice or requirement of 
any third party with regard to the storage, treatment, transport, handling, 
disposal, discharge, spillage, release, leak or emission of any waste or 
hazardous or harmful substance or any substance likely to impair the environment 
or harm human or animal health or otherwise relating to environmental matters or 
that there has otherwise been any such use storage, treatment, transport, 
handling, disposal, discharge, spillage, release, leak or emission (whether or 
not the same constituted non-compliance by any person with any such legislation 
or regulation, and whenever the same may have taken place), any of which 
non-compliance would be likely to give rise to any material liability (whether 
actual or contingent) or cost on the part of any member of the Wider Dimension 
Data Group and which is material, in the aggregate, in the context of the Wider 
Dimension Data Group taken as a whole; 
2.13.5     there is, or is reasonably likely to be, any material obligation or 
liability (whether actual or contingent) to make good, repair, reinstate or 
clean up any property now or previously owned, occupied, operated or made use of 
or controlled by any past or present member of the Wider Dimension Data Group 
under any environmental legislation, regulation, notice, circular, order or 
other requirement of any Relevant Authority in any jurisdiction, in each case to 
an extent which is material in the context of the Wider Dimension Data Group 
taken as a whole; or 
2.13.6     that any past or present member of the Wider Dimension Data Group, 
partnership, company or entity in which any member of the Wider Dimension Data 
Group has an economic interest and which is not a subsidiary undertaking of the 
Wider Dimension Data Group, has breached any trade marks, service marks, trade 
names, domain names, logos, get-up, patents, inventions, registered and 
unregistered design rights, copyrights, semi-conductor topography rights, 
database rights and all other similar rights in any part of the world 
(including, where such rights are obtained or enhanced by registration, any 
registration of such rights and applications and rights to apply for such 
registrations) of any third party to an extent which is material in the context 
of the Wider Dimension Data Group taken as a whole or in the context of the 
Offer. 
         Part B 
 Waiver of Conditions and Further Terms of the Offer 
Subject to the requirements of the Panel, NTT reserves the right to waive, in 
whole or in part, all or any of the above conditions 2.1 to 2.13 (inclusive). 
If NTT is required by the Panel to make an offer for Dimension Data Shares under 
the provisions of Rule 9 of the City Code, NTT may make such alteration to any 
of the above conditions, including Condition 1, as are necessary to comply with 
the provisions of that Rule. 
The Offer will lapse unless all the above conditions have been fulfilled or, 
where permitted, waived or, where appropriate, have been determined by NTT to be 
or remain satisfied, by midnight (London time) on the twenty-first day after the 
later of the first closing date of the Offer Document and the date on which 
condition 1 is fulfilled (or in each case such later date as NTT may determine, 
in accordance with the City Code). 
The Offer will lapse (unless otherwise agreed with the Panel) if, before the 
later of the first closing date of the Offer and the date when the Offer becomes 
or is declared unconditional as to acceptances the European Commission has 
indicated that it will not approve the acquisition of Dimension Data by NTT. 
NTT shall be under no obligation to waive (if capable of waiver), to determine 
to be or remain satisfied or to treat as fulfilled any of conditions 2.1 to 2.13 
(inclusive) by a date earlier than the latest date for the fulfilment of that 
condition notwithstanding that the other conditions of the Offer may at such 
earlier date have been waived or fulfilled and that there are at such earlier 
date no circumstances indicating that any of such conditions may not be capable 
of fulfilment. 
If the Offer lapses, the Offer will cease to be capable of further acceptances 
and accepting Dimension Data Shareholders and NTT shall cease to be bound by 
Acceptance Forms submitted at or before the time when the Offer so lapses. 
NTT reserves the right to elect to implement the Offer by way of a scheme of 
arrangement under Part 26 of the Companies Act. In such event, the scheme of 
arrangement will be implemented on the same terms (subject to appropriate 
amendments), so far as applicable, as those which would apply to the Offer. 
        Appendix II 
 Sources of Information and Bases of Calculation 
1.        The Offer values the existing issued ordinary share capital of 
Dimension Data based upon 1,709,104,477 Dimension Data Shares in issue at the 
close of business on 14 July 2010, being the last Business Day prior to the date 
of this announcement. 
2.        The closing mid-market price of Dimension Data Shares on 14 July 2010, 
being the last Business Day prior to the date of this announcement, is the 
closing middle market quotation derived from the Official List. 
3.        The historical average share prices for Dimension Data Shares for the 
6 and 12 month periods ended 14 July 2010 are derived from Bloomberg and taken 
as the average daily closing price for the period. 
4.        Unless otherwise stated, the financial information relating to 
Dimension Data is extracted from the audited consolidated financial statements 
of Dimension Data for the year ended 30 September 2009 or from the interim 
results statement of Dimension Data for the six months ended 31 March 2010. 
5.        Unless otherwise stated, the financial information relating to NTT is 
extracted from the audited consolidated financial statements of NTT for the year 
ended 31 March 2010. 
6.        Under the Dimension Data Share Schemes, there are outstanding options 
which are exercisable in relation to approximately 56 million Dimension Data 
Shares. 
 
  Appendix III 
 Details of Irrevocable Undertakings and Recommended Support 
Directors 
The Dimension Data Directors have given irrevocable undertakings to accept the 
Offer as follows: 
+-----------+------------+----------+ 
| Name      |     Number |     % of | 
|           |         of |   issued | 
|           |  Dimension | ordinary | 
|           |       Data |    share | 
|           |     Shares |  capital | 
+-----------+------------+----------+ 
| R G       |     60,000 |    0.00% | 
| Barclay   |            |          | 
+-----------+------------+----------+ 
| B W       |  2,182,832 |    0.13% | 
| Dawson    |            |          | 
+-----------+------------+----------+ 
| S M       |  1,534,683 |    0.09% | 
| Joubert   |            |          | 
+-----------+------------+----------+ 
| J J       | 12,361,608 |    0.72% | 
| Ord       |            |          | 
+-----------+------------+----------+ 
| P K       |  1,368,725 |    0.08% | 
| Quarmby   |            |          | 
+-----------+------------+----------+ 
| D B       |    500,000 |    0.03% | 
| Sherriffs |            |          | 
+-----------+------------+----------+ 
| R M       |    179,319 |    0.01% | 
| Scott     |            |          | 
+-----------+------------+----------+ 
| Total     | 18,187,167 |    1.06% | 
+-----------+------------+----------+ 
 
These undertakings will cease to have effect if: 
·             the Offer Document is not posted within 28 days of this 
announcement (or within such longer period as NTT, with the consent of the 
Panel, determines); or 
·             the Offer lapses or is withdrawn. 
If NTT elects to implement the transaction by means of a scheme of arrangement, 
the undertakings shall cease to have effect if: 
·             the scheme document is not posted within 28 days of this 
announcement (or within such longer period as NTT, with the consent of the 
Panel, determines); or 
·             the scheme of arrangement does not become effective on or before 
31 October 2010 or lapses or is withdrawn in accordance with its terms. 
Certain Institutional Shareholders 
The following holders of Dimension Data Shares have given irrevocable 
undertakings to accept the Offer (or, in the case of Dimension Data Shares held 
by Allan Gray Limited on behalf of its clients on a non-discretionary basis, to 
recommend to such clients to accept the Offer): 
+---------------------+-------------+----------+ 
| Name                |      Number |     % of | 
|                     |          of |   issued | 
|                     |   Dimension | ordinary | 
|                     |        Data |    share | 
|                     |      Shares |  capital | 
+---------------------+-------------+----------+ 
| VenFin              | 430,467,810 |   25.19% | 
| DD                  |             |          | 
| Holdings            |             |          | 
| Limited             |             |          | 
+---------------------+-------------+----------+ 
| Allan               |  77,674,583 |    4.54% | 
| Gray                |             |          | 
| Limited             |             |          | 
| (discretionary)     |             |          | 
+---------------------+-------------+----------+ 
| Allan               | 362,562,257 |   21.21% | 
| Gray                |             |          | 
| Limited             |             |          | 
| (non-discretionary) |             |          | 
+---------------------+-------------+----------+ 
| Total               | 870,704,650 |   50.95% | 
+---------------------+-------------+----------+ 
 
These undertakings will cease to have effect on the earlier of: 
·             31 October 2010; 
·             the date of fulfilment (or the waiver, as the case may be) of all 
the conditions to the acquisition set out in this announcement or the Offer 
Document or, if the transaction is implemented by means of a scheme of 
arrangement, scheme circular; 
·             the Offer lapsing; and 
·             6 pm on the third Business Day following the announcement by a 
third party of a bona fide competing offer for the share capital of Dimension 
Data which is greater than the Offer Price by at least 10 per cent per Dimension 
Data Share provided that such announcement is prior to the date of acceptance of 
the Offer or, if the transaction is implemented by means of a scheme of 
arrangement, the general meeting of Dimension Data in relation to the scheme, 
and provided that NTT has not announced an increase in the Offer consideration 
to a level equal to or higher than such competing offer. 
The undertaking by VenFin DD Holdings Limited ("VenFin") to accept the Offer is 
conditional on approval of VenFin's shareholders at a general meeting. VenFin 
shareholders holding approximately 79 per cent of the share capital of VenFin 
have undertaken to NTT to vote in favour of acceptance of the Offer at such 
general meeting. 
Allan Gray Limited ("Allan Gray") acts as a portfolio manager and holds 
77,674,583 Dimension Data Shares (representing 4.54 per cent of the issued 
ordinary share capital of Dimension Data) on a discretionary basis on behalf of 
its clients and has given irrevocable undertakings to accept the Offer in 
respect of these Dimension Data Shares. Allan Gray also holds 362,562,257 
Dimension Data Shares (representing 21.21 per cent of the issued ordinary share 
capital of Dimension Data) on a non-discretionary basis and has undertaken to 
recommend to its clients to accept the Offer in relation to such Dimension Data 
Shares. Therefore, Allan Gray has either given irrevocable undertakings to 
accept, or to recommend that its clients accept, the Offer in relation to, in 
total, 440,236,840 Dimension Data Shares (representing 25.76 per cent of the 
issued ordinary share capital of Dimension Data). 
 
                    Appendix IV 
 Implementation Agreement 
NTT and Dimension Data have entered into an Implementation Agreement in relation 
to the Offer which contains provisions relating to the implementation of the 
Offer and certain assurances and confirmations between the parties (including 
terms regarding the conduct of the business of Dimension Data). 
1         Inducement Fee 
Dimension Data has agreed to pay an inducement fee, if after the release of this 
announcement: 
1.1      the Dimension Data Directors withdraw or adversely modify their 
recommendation to the Dimension Data Shareholders to accept the Offer (or, if 
applicable, to vote in favour of the scheme of arrangement and/or the 
resolutions in relation thereto) and: 
1.1.1       the Offer does not become or is not declared unconditional in all 
respects or, if NTT elects to implement the proposal by way of a scheme of 
arrangement, such scheme of arrangement does not become effective in accordance 
with its terms; or 
1.1.2       NTT's offer for the Dimension Data Shares is not otherwise 
completed, 
provided that the recommendation of the Dimension Data Directors ceasing to be 
unanimous shall not constitute an adverse modification or qualification and 
provided further that if (a) the Dimension Data Directors withdraw or adversely 
modify or qualify their recommendation in order to recommend a Superior 
Proposal, (b) such Superior Proposal offers Dimension Data Shareholders cash 
consideration only and (c) such Superior Proposal does not complete as a result 
of the failure of Dimension Data Shareholders to vote in favour of, or accept, 
such Superior Proposal, then such Inducement Fee shall not be payable; or 
1.2      a Competing Offer is announced for the purposes of Rule 2.5 of the Code 
(or the terms of such Competing Offer are formally announced as appropriate) 
prior to the Offer lapsing or being withdrawn and the Competing Offer referred 
to in such announcement or any other Competing Offer announced prior to the 
first Competing Offer lapsing or being withdrawn becomes or is declared 
unconditional in all respects or is completed. 
The agreed inducement fee is an amount equal to one per cent. of the Offer 
consideration calculated by reference to the price to be received per Dimension 
Data Share multiplied by the fully diluted equity share capital of Dimension 
Data at the time of this announcement, less an amount equal to the aggregate 
exercise price payable by holders of options and warrants granted in respect of 
Dimension Data. 
The Company has consulted the Panel regarding arrangements in relation to the 
inducement fee and the Panel has not raised any objections in this regard. 
2         Third Party Approaches 
Dimension Data has undertaken, amongst other things: 
2.1      not to, and to procure (so far as it is able) that no members of the 
Dimension Data Group nor any director, employee, adviser or agent of them will 
directly or indirectly solicit, invite or encourage any enquiries, negotiations 
or discussion directly or indirectly with a view to obtaining a Competing Offer; 
2.2      if any third party makes a Competing Offer, Dimension Data will not, 
save as required by law, certain regulatory authorities and directors' statutory 
(and, if applicable, fiduciary) duties, and will procure (so far as it is able) 
that no member of the Dimension Data Group nor any director, employee, adviser 
or agent of Dimension Data or any member of the Dimension Data Group will, 
directly or indirectly, engage with that third party or enter into any 
discussions or negotiations with that third party in relation to such Competing 
Offer; 
2.3      to notify NTT promptly of any approach that is made to it or any other 
member of the Dimension Data Group (or any director, officer, adviser or agent 
of Dimension Data or any member of the Dimension Data Group) in relation to any 
Competing Offer; and 
2.4      that it will not, and will procure that no member of its Group will, 
pay, or offer or agree or otherwise commit to pay, any work fee, inducement fee, 
break fee or other similar arrangement to any party other than NTT. 
                           Appendix V 
 Definitions 
The following definitions apply throughout this announcement unless the context 
requires otherwise. 
"Acceptance Forms" means the acceptance forms and authority to be issued in 
connection with the Offer and which will accompany the Offer Document; 
"Act" or "Companies Act" means the Companies Act 2006; 
"Annual Report" means the annual report and accounts of Dimension Data for the 
year ended 30 September 2009; 
"Business Day" means a day on which the London Stock Exchange and the 
Johannesburg Securities Exchange are both open for the transaction of business; 
"City Code" or "Code" means the City Code on Takeovers and Mergers; 
"CFIUS" means the Committee on Foreign Investment in the United States; 
"Competing Offer" means a proposal made by a third party, which is not acting in 
concert with NTT: (a) of an intention to make an offer for Dimension Data, 
pursuant to Rule 2.5 of the Code and/or Rule 2.3 of the SRP Code; or (b) which 
involves a change of control of Dimension Data (other than the acquisition of 
control by NTT or a member of the NTT Group and/or a person acting in concert 
with NTT); or (c) which involves the disposal of any interest in a part of the 
business of Dimension Data which would have a material effect on the business of 
Dimension Data as a whole; 
"Closing Price" means the middle market price of a Dimension Data Share at the 
close of business on the day to which such price relates, as derived from the 
daily official list of the UKLA; 
"Dimension Data" means Dimension Data Holdings plc, a company incorporated in 
England and Wales with registration number 3704278 having its registered office 
at Dimension Data House, Building 2, Waterfront Business Park, Fleet Road, 
Fleet, Hampshire GU51 3QT; 
"Dimension Data Directors" means the directors of Dimension Data as at the date 
of this announcement; 
"Dimension Data Group" means Dimension Data, its subsidiaries and subsidiary 
undertakings; 
"Dimension Data Securities" means securities convertible or exchangeable into 
Dimension Data Shares; 
"Dimension Data Shareholders" or "Shareholders" means the holders of Dimension 
Data Shares; 
"Dimension Data Shares" means the ordinary shares of one US cent each in the 
capital of Dimension Data; 
"Dimension Data Share Schemes" means the Dimension Data Share Appreciation 
Rights Scheme, the Dimension Data Employee Share Incentive Trust Scheme (and the 
share scheme referred to therein), the Dimension Data Long-Term Incentive Plan, 
the Dimension Data Share Option Scheme 2000, the Datacraft Asia Employee's Share 
Option Scheme, the Datacraft Asia Share Option Scheme 2003 and the Datacraft 
Asia Performance Share Plan; 
"FSA" or "Financial Services Authority" means the Financial Services Authority 
in its capacity as the competent authority for the purposes of Part VI of the 
Financial Services and Markets Act 2000; 
"FY" means NTT's fiscal year ended 31 March, and for the avoidance of doubt, 
FY07 means NTT's fiscal year ending 31 March 2008, and FY08 and FY09 shall be 
construed accordingly; 
"ICT" means information & communications technology; 
"IFRS" means International Financial Reporting Standards; 
"IT" means information technology; 
"Implementation Agreement" means the implementation agreement dated 15 July 2010 
between Dimension Data and NTT pursuant to which, amongst other things, the 
parties have agreed to implement the Offer; 
"Johannesburg Securities Exchange" means the JSE Limited, Securities Exchange of 
RSA or its successor; 
"J.P. Morgan Cazenove" means J.P. Morgan plc of 125 London Wall, London EC2Y 
5AJ; 
"JPY" or "JPY" means Japanese Yen; 
"London Stock Exchange" means the London Stock Exchange plc or its successor; 
"Morgan Stanley" means Mitsubishi UFJ Morgan Stanley Securities Co. Ltd of 5-2, 
Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-0005, Morgan Stanley & Co. Limited of 
25 Cabot Square, Canary Wharf, London E14 4QA and Morgan Stanley South Africa 
(Proprietary) Limited of 2 Merchant Place, Cnr Fredman Drive & Rivonia Road, 
Sandton, Johannesburg, 2196; 
"NTT" means Nippon Telegraph and Telephone Corporation, having its registered 
office at 3-1 Otemachi 2-chome, Chiyoda-ku, Tokyo 100-8116, Japan; 
"NTT Directors" means the directors of NTT as at the date of this announcement; 
"NTT Group" means NTT, its subsidiaries and subsidiary undertakings; 
"Offer" means the proposed recommended offer of 120 pence in cash per Dimension 
Data Share to be made by NTT to acquire the entire issued and to be issued 
ordinary share capital of Dimension Data on the terms and subject to the 
conditions to be set out in the Offer Document and the Acceptance Forms 
including, where the context requires, any subsequent revision, variation, 
extension or renewal of such offer; 
"Offer Document" means the document to be despatched on behalf of NTT containing 
the terms and conditions of the Offer and, where appropriate, any other 
document(s) containing terms and conditions of the Offer constituting the full 
terms and conditions of the Offer; 
"Offer Period" means the offer period (as defined by the Code) relating to 
Dimension Data, which commenced on 15 July 2010; 
"Offer Price" means 120 pence in cash per Dimension Data Share; 
"Official List" means the Official List of the UK Listing Authority; 
"Panel" means the Panel on Takeovers and Mergers; 
"Publicly Announced" means fairly disclosed in any public announcement by 
Dimension Data to any Regulatory Information Service or in the Annual Report; 
"Regulatory Information Service" means (i) a service approved by the London 
Stock Exchange for the distribution to the public of London Stock Exchange 
announcements and included within the list maintained on the London Stock 
Exchange's website, www.londonstockexchange.com or (ii) the Stock Exchange News 
Service of the Johannesburg Securities Exchange; 
"RSA" or "South Africa" means the Republic of South Africa; 
"SRP" means the South African Securities Regulation Panel; 
"SRP Code" means South Africa's securities code on takeovers and mergers and the 
rules of the SRP; 
"Superior Proposal" means a bona fide Competing Offer which the Dimension Data 
Directors, acting reasonably and in good faith and having consulted with their 
legal and financial advisers, consider would be superior to the Offer from a 
financial point of view and which the Dimension Data Directors are therefore 
minded to recommend; 
"UKLA" means the UK Listing Authority, being the Financial Services Authority 
acting in its capacity as the competent authority for the purposes of Part VI of 
the Financial Services and Markets Act 2000; 
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern 
Ireland; 
"United States" or "US" means the United States of America, its territories and 
possessions, any State of the United States of America and the District of 
Columbia; 
"US$" and "US cents" means US dollars and cents, the lawful currency of the 
United States; 
"Wider NTT Group" means NTT, its subsidiaries, subsidiary undertakings and 
associated undertakings and any other body corporate, partnership, joint venture 
or person in which NTT and such undertakings (aggregating their interests) have 
a direct or indirect interest of 20 per cent or more of the voting or equity 
capital or equivalent; 
"Wider Dimension Data Group" means Dimension Data, its subsidiaries, subsidiary 
undertakings and associated undertakings and any other body corporate, 
partnership, joint venture or person in which Dimension Data and such 
undertakings (aggregating their interests) have a direct or indirect interest of 
20 per cent or more of the voting or equity capital or the equivalent; and 
"GBP" and "pence (or penny)" means pounds and pence sterling, the lawful 
currency of the United Kingdom. 
For the purposes of this announcement, "parent undertaking", "associated 
undertaking", "subsidiary", "subsidiary undertaking" and "undertaking" have the 
respective meanings given thereto by the Companies Act. 
All the times referred to in this announcement are London times unless otherwise 
stated. 
References to the singular include the plural and vice versa. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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