Nedcor/Didata

Old Mutual PLC 20 September 2000 Old Mutual plc Old Mutual's banking subsidiary Nedcor reaches exchange agreement with Dimension Data Holdings Nedcor Ltd ('Nedcor'), which is 53%-owned by Old Mutual plc ('Old Mutual'), has concluded binding agreements with Dimension Data Holdings Plc ('Dimension Data') regarding the exchange by Nedcor of its 25.1% shareholding in Dimension Data International Ltd ('DDIL') for a direct shareholding in Dimension Data valued at £715 million and cash equivalent to about £180 million. The transaction valued at R9 billion will yield a gain of R5.9 billion. In exchange for its entire shareholding in DDIL, together with all shareholders claims, Nedcor will receive: * the allotment and issue to Nedcor of 103,134,329 ordinary shares in Dimension Data, registered on the company's principal share register in London; * a cash payment by Dimension Data of R900 million, payable in South Africa; and * a cash payment by Dimension Data of approximately US$124 million, payable in the European Union. The parties will synchronise the due dates for the local payment and the settlement of the capital portion of the option price of R854 million, payable by Nedcor pursuant to the exercise of the option granted to it by Dimension Data to restore its shareholding in DDIL from 20.1% to 25.1%. Nedcor has also agreed to settle certain Rand denominated obligations totalling R16 million, which arose as a consequence of Nedcor's participation in the acquisition by Dimension Data of the European networking assets of Comparex Holdings Limited, together with R80 million funding costs of the option. In addition Nedcor will settle US Dollar denominated obligations totalling US$59 million, which were incurred, inter alia, to fund recent acquisitions by DDIL in the United States of America. The exchange is subject to the following conditions: * all requisite approvals being obtained from the South African Reserve Bank; * the approval of the transaction by the competition authorities in the United Kingdom; * the approval of the transaction by an extraordinary general meeting of shareholders of Dimension Data, in accordance with the related party transaction requirements of the UK Listing Authority ('the UKLA') and the Johannesburg Stock Exchange ('the JSE'); * the UKLA, the London Stock Exchange plc, and the JSE agreeing to list the consideration shares; and * the receipt by Dimension Data of written confirmations from its independent professional advisors, Merrill Lynch International and Deutsche Bank, that the exchange is fair and reasonable to the shareholders of Dimension Data. After the transaction is completed Nedcor will own approximately 8.2% of the enlarged share capital of Dimension Data. Old Mutual and its consolidated subsidiaries own 100 306 180 million shares in Dimension Data as at close of business 18 September 2000, representing approximately 8.66 % of the current share capital of Dimension Data. Dimension Data listed its shares on the London Stock Exchange in July 2000. Continuing strategic relationship Nedcor intends to maintain a strategic relationship with Dimension Data and after the implementation of the exchange, will be one of the single largest beneficial shareholders in Dimension Data. Old Mutual, together with Nedcor, has also taken investment stakes in The Internet Solution (Proprietary) Limited, Miraculum (Proprietary) Limited and Omnilink (Proprietary) Limited the vehicle which owns and operates the leading virtual private network supplier in South Africa. These investments also underpin Nedcor's future relationship with Dimension Data. In terms of the agreements, Nedcor has bound itself to hold at least 80% of the consideration shares until 31 March 2001. Application of net cash proceeds Pursuant to the exchange, Nedcor will receive net cash proceeds of US$65 million offshore. These funds will, together with Nedcor's other offshore cash resources, be used by Nedcor to fund strategic offshore investment initiatives. Financial effects of the transactions In Nedcor's audited accounts for the year ended 31 December 1999, the net assets and profit before tax attributable to the interests being exchanged were R939 million and R41.7 million respectively. The estimated pro-forma financial effects of the transactions on the earnings and net asset value attributable to Nedcor shareholders are set out in the table below and are based on the following assumptions: * the financial effects are calculated for one Nedcor ordinary share; * the Comparex acquisition was effective for the full 6 months ended 30 June 2000 and was funded through the dilution of Nedcor's shareholding in DDIL to 25,1% and by a cash payment of R940 million on 1 January 2000; * the option was exercised, and the option price of R854 million plus funding costs of R80 million was paid,on 1 January 2000; * the exchange was effective on 1 January 2000; * a Rand/US$ exchange rate of 7.261 applied to the offshore payment; * Rand denominated cash balances attract interest at an after tax rate of 6.65% NACM; and * US$ denominated cash balances attract interest at an after tax rate of 5.0% NACM. Actual 6 Pro-forma 6 months months % to 30 June 2000 to 30 June 2000 change Headline earnings per ordinary share 517 cents 519 cents + 0.4 Net asset value per ordinary share (at book value) 4666 cents 4668 cents + 0.04 Net asset value per ordinary share (at market value)** 6484 cents** 7205 cents* + 11.1 ** Adjusted for directors' valuation of technology investments at 30 June 2000 * Based on the R69.60 closing price of Dimension Data shares on the JSE on 18 September 2000. Further cautionary announcement It is anticipated that a further announcement concerning the conditions precedent will be made subsequent to the extraordinary general meeting of Dimension Data shareholders which is due to be held in latter part of October 2000. Shareholders are therefore advised to exercise caution in dealing in Old Mutual or Nedcor shares until such further announcements are made. 20 September 2000 ENQUIRIES: Old Mutual plc, London Tel: + 44 20 7569 0100 James Poole, Director Investor Relations College Hill, London Tel: + 44 20 7457 2020 Nicholas Williams Old Mutual, Cape Town Tel: + 27 21 509 2732 Bruce Allen, Manager, Group Media Communications College Hill, Johannesburg Tel: + 27 11 447 3030 Kim Milnes
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