Offer Update
September 13 2010 - 1:00AM
UK Regulatory
TIDMNPN TIDMDDT
RNS Number : 5486S
Nippon Telegraph and Telephone Corp
13 September 2010
Not for release, publication or distribution, in whole or part, in, into or from
any jurisdiction where to do so would constitute a violation of the relevant
laws in that jurisdiction
13 September 2010
Recommended Cash Offer
for
Dimension Data Holdings plc ("Dimension Data")
by
Nippon Telegraph and Telephone Corporation ("NTT")
Extension of the Offer and Level of Acceptances
On 12 August 2010, NTT and Dimension Data announced the publication of the Offer
Document in connection with the recommended cash Offer by NTT for the entire
issued and to be issued share capital of Dimension Data.
NTT announces that the Offer is being extended and will remain open for
acceptance until 12 noon (London time) on 11 October 2010 for holders of
Dimension Data Shares which are registered on Dimension Data's UK Share Register
or 1.00 p.m. (Johannesburg time) on 11 October 2010 for holders of Dimension
Data Shares which are registered on Dimension Data's South African Branch Share
Register.
Holders of Dimension Data Shares which are registered on Dimension Data's South
African Branch Share Register should note that the SA Form of Acceptance that
they received together with the Offer Document will remain valid for the
purposes of accepting the Offer during this extended period.
Holders of Dimension Data Shares who have not already accepted the Offer are
urged to do so as soon as possible and, in any event, by the appropriate time on
11 October 2010. Full details of how to accept the Offer are set out in the
Offer Document, which is available on NTT's website at
(http://www.ntt.co.jp/ir/index_e.html).
NTT also announces that, as at 12 noon (London time) on 10 September 2010, being
the first closing date for the Offer, valid acceptances, irrevocable
undertakings and recommended support had been received in respect of
1,367,288,660 Dimension Data Shares, representing approximately 79.71 per cent.
of the Dimension Data Shares to which the Offer relates (based on 1,715,420,136
Dimension Data Shares in issue, as announced by Dimension Data on 9 September
2010 pursuant to Rule 2.10 of the City Code).
As at 12 noon (London time) on 10 September 2010, valid acceptances had been
received in respect of 928,811,620 Dimension Data Shares, representing
approximately 54.14 per cent. of the Dimension Data Shares to which the Offer
relates.
Prior to the announcement of the Offer, NTT had received irrevocable
undertakings from: (i) the Dimension Data Directors to accept the Offer in
respect of 18,187,167 Dimension Data Shares, representing approximately 1.06 per
cent. of the Dimension Data Shares to which the Offer relates; and (ii) Venfin
DD Holdings Limited in respect of 430,467,810 Dimension Data Shares,
representing approximately 25.09 per cent. of the Dimension Data Shares to which
the Offer relates.
As at 12 noon (London time) on 10 September 2010, NTT had received valid
acceptances in respect of all of the Dimension Data Shares to which the
irrevocable undertakings provided by the Dimension Data Directors and by Venfin
DD Holdings Limited relate.
Prior to the announcement of the Offer, NTT also received an irrevocable
undertaking to accept the Offer from Allan Gray Limited in respect of 74,985,985
Dimension Data Shares, representing approximately 4.37 per cent. of the
Dimension Data Shares to which the Offer relates, that Allan Gray Limited holds
on a discretionary basis on behalf of its clients. Upon execution of the
irrevocable undertaking, Allan Gray Limited also held 363,933,555 Dimension Data
Shares, which shareholding has now decreased to 363,491,055 Dimension Data
Shares, representing approximately 21.19 per cent. of the Dimension Data Shares
to which the Offer relates, on a non-discretionary basis on behalf of its
clients. Allan Gray Limited has undertaken to recommend that its clients accept
the Offer in respect of such Dimension Data Shares.
Acceptance of the Offer by Allan Gray Limited (or, in the case of Dimension Data
Shares held by Allan Gray Limited on a non-discretionary basis, a recommendation
from Allan Gray Limited to its clients that they accept the Offer) is expected
to be forthcoming in due course in accordance with the terms of Allan Gray
Limited's irrevocable undertaking and upon the satisfaction of the remaining
regulatory conditions to the Offer.
The Offer remains conditional upon the satisfaction, or if permitted, waiver of
the remaining conditions to the Offer contained in the Offer Document published
on 12 August 2010. Defined terms used but not defined in this announcement have
the same meanings as in the Offer Document.
- Ends -
For further information:
+------------------------------+-----------------+
| NTT - Global Business | Telephone: +81 |
| Strategy Office | 3 5205 5191 |
+------------------------------+-----------------+
| | |
+------------------------------+-----------------+
| Morgan Stanley | |
| (Financial Adviser to NTT) | |
+------------------------------+-----------------+
| Laurence Hopkins (London) | Telephone: +44 |
| | 20 7425 8000 |
+------------------------------+-----------------+
| Hironobu Wakabayashi (Tokyo) | Telephone: +81 |
| | 3 5424 5000 |
+------------------------------+-----------------+
| Risana Zitha (Johannesburg) | Telephone: +27 |
| | 11 587 0800 |
+------------------------------+-----------------+
| | |
+------------------------------+-----------------+
| Dimension Data | |
+------------------------------+-----------------+
| Patrick Quarmby | Telephone: +27 |
| | 11 575 0000 |
+------------------------------+-----------------+
| David Sherriffs | Telephone: +27 |
| | 11 575 0000 |
+------------------------------+-----------------+
| | |
+------------------------------+-----------------+
| J.P. Morgan Cazenove | |
| (Financial Adviser and | |
| Corporate Broker to | |
| Dimension Data) | |
+------------------------------+-----------------+
| Michael Wentworth-Stanley | Telephone: +44 |
| (London) | 20 7588 2828 |
+------------------------------+-----------------+
| David Harvey-Evers (London) | Telephone: +44 |
| | 20 7588 2828 |
+------------------------------+-----------------+
| Grant Tidbury (Johannesburg) | Telephone: +27 |
| | 11 507 0300 |
+------------------------------+-----------------+
Mitsubishi UFJ Morgan Stanley Securities Co. Ltd, Morgan Stanley & Co. Limited
and Morgan Stanley South Africa (Proprietary) Limited (together, "Morgan
Stanley") are acting as exclusive financial advisers to NTT and no one else in
connection with the Offer and will not be responsible to anyone other than NTT
for providing the protections afforded to clients of Morgan Stanley nor for
providing advice in connection with the Offer, the contents of this announcement
or any matter referred to herein.
J.P. Morgan plc, which conducts its UK investment banking business as J.P.
Morgan Cazenove and which is authorised and regulated by the UK Financial
Services Authority, is acting for Dimension Data and no-one else in connection
with the Offer and this document and will not be responsible to anyone other
than Dimension Data for providing the protections afforded to clients of J.P.
Morgan plc or for providing advice in relation to the Offer, the contents of
this announcement or any matter referred to in this document.
The Offer will be made in the United States in reliance on, and compliance with,
Section 14(e) of the Exchange Act and Regulation 14E thereunder. The Offer will
not be extended to, and may not be accepted by, holders of Dimension Data's
American Depositary Receipts.
The Offer relates to the shares of a UK company and will be governed by English
law. The Offer will primarily be subject to the disclosure requirements and
practices applicable in the UK to takeover offers, which may differ from the
disclosure requirements of the SRP and the United States. Furthermore, the
payment and settlement procedures with respect to the Offer will comply with the
relevant United Kingdom rules, which differ from United States payment and
settlement procedures.
Publication on Website
A copy of this announcement will be made available, free of charge, on NTT's
website at (http://www.ntt.co.jp/ir/index_e.html) by no later than 12.00 noon
(London time) on 14 September 2010.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPGGUBGBUPUUAW
Nippon Tel.& T. (LSE:NPN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Nippon Tel.& T. (LSE:NPN)
Historical Stock Chart
From Jul 2023 to Jul 2024