Offer Update (5477W)

TIDMNPN TIDMDDT

RNS Number : 5477W

Nippon Telegraph and Telephone Corp

22 November 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

22 November 2010

Recommended Cash Offer

for

Dimension Data Holdings plc ("Dimension Data")

Nippon Telegraph and Telephone Corporation ("NTT")

Closing of Offer

Further to NTT's announcement on 25 October 2010 that notices under Part 28 of the Companies Act and Section 440K of the South African Companies Act had been despatched to those holders of Dimension Data Shares who had not accepted the Offer in connection with the compulsory acquisition of their Dimension Data Shares, NTT announces that the Offer will close at 13:00 (London time)/15:00 (Johannesburg time) on 6 December 2010 and will not be capable of acceptance after that point. The closing of the Offer will coincide with the end of the notice period for the compulsory acquisition procedure.

Holders of Dimension Data Shares who have not already accepted the Offer are urged to do so as soon as possible. Full details of how to accept the Offer are set out in the Offer Document. Settlement of the consideration to Dimension Data Shareholders (or their designated agents) who have accepted the Offer will be effected within 14 calendar days of such receipt.

For those who validly accept the Offer in respect of SA Dimension Data Shares prior to the closing of the Offer, or whose SA Dimension Data Shares are compulsorily acquired, the conversion of the Offer Consideration into ZAR will be calculated in accordance with the Offer Document using the pound sterling/ZAR rate of ZAR 10.88623 for each GBP 1.00, being the equivalent of ZAR 13.06348 per Dimension Data Share.

Dimension Data Shares in respect of which a valid acceptance has not been tendered prior to the closing of the Offer will remain subject to the compulsory acquisition procedure.

Defined terms used but not defined in this announcement have the same meanings as in the Offer Document.

- Ends -

For further information:

 
 NTT - Global Business Strategy       Telephone: +81 
  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 (London)   Telephone: +44 
                                       20 7588 2828 
 David Harvey-Evers (London)          Telephone: +44 
                                       20 7588 2828 
 Grant Tidbury (Johannesburg)         Telephone: +27 
                                       11 507 0300

Mitsubishi UFJ Morgan Stanley Securities Co. Ltd, Morgan Stanley & Co. Limited and Morgan Stanley South Africa (Proprietary) Limited (together, "Morgan Stanley") are acting as exclusive financial advisers to NTT and no one else in connection with the Offer and will not be responsible to anyone other than NTT for providing the protections afforded to clients of Morgan Stanley nor for providing advice in connection with the Offer, the contents of this announcement or any matter referred to herein.

J.P. Morgan plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and which is authorised and regulated by the UK Financial Services Authority, is acting for Dimension Data and no-one else in connection with the Offer and this document and will not be responsible to anyone other than Dimension Data for providing the protections afforded to clients of J.P. Morgan plc or for providing advice in relation to the Offer, the contents of this announcement or any matter referred to in this document.

The Offer will be made in the United States in reliance on, and compliance with, Section 14(e) of the Exchange Act and Regulation 14E thereunder. The Offer will not be extended to, and may not be accepted by, holders of Dimension Data's American Depositary Receipts.

The Offer relates to the shares of a UK company and will be governed by English law. The Offer will primarily be subject to the disclosure requirements and practices applicable in the UK to takeover offers, which may differ from the disclosure requirements of the SRP and the United States. Furthermore, the payment and settlement procedures with respect to the Offer will comply with the relevant United Kingdom rules, which differ from United States payment and settlement procedures.

Publication on Website

A copy of this announcement will be made available, free of charge, on NTT's website at (http://www.ntt.co.jp/ir/index_e.html) by no later than 12.00 noon (London time) on 23 November 2010.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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