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Cash Offer DIMENSION DATA HOLDINGS PLC ACCESSKENYA

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Cash Offer DIMENSION DATA HOLDINGS PLC ACCESSKENYA Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This offer document (the “Offer Document”) is issued pursuant to Regulation 7 of the Capital Markets (Take-overs and Mergers) Regulations, 2002 (the “Take-over Regulations). If you are in any doubt about what to do, you should consult your stockbroker, custodian, investment bank or other professional investment adviser. If you have transferred all your holding of AccessKenya shares, please send the Offer Document together with the Form of Acceptance at once to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of certificated AccessKenya shares, you should retain these documents and consult the stockbroker, investment bank or custodian through whom the sale or transfer was effected. Cash Offer by DIMENSION DATA HOLDINGS PLC (Incorporated in England & Wales, company number 3704278) to purchase 100% of the issued ordinary shares of ACCESSKENYA GROUP LIMITED (Incorporated in Kenya, company number C.17/2007) Dated: *●+ 2013 Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 Enclosed in the envelope containing this Offer Document you will also find: The circular issued by the board of directors of AccessKenya (as defined on page 3) as required under regulation 9 of the Capital Markets (Take-overs and Mergers) Regulations, 2002 containing the recommendation of the board of directors of AccessKenya in respect to the Offer made by Dimension Data (as defined on page 3). The independent adviser’s circular as required under regulation 10 of the Capital Markets (Take-overs and Mergers) Regulations, 2002 prepared by [Kestrel Capital (East Africa) Limited]. A Form of Acceptance (as defined on page4) to enable you to accept the Offer (as defined on page4). A Notice of Extraordinary General Meeting of AccessKenya (“De-Listing EGM”) issued by the board of directors of AccessKenya for the purpose of calling a general meeting to consider and, if thought fit, to pass a resolution for the De-Listing (as defined on page 3) of AccessKenya and a form of proxy for your use in connection with the proposed business of such meeting. ACTION TO BE TAKEN 1. Read this document fully. 2. Read the instructions in APPENDIX IV of this document and then complete the Form of Acceptance should you wish to accept the offer. 3. Send the completed Form of Acceptance and your share certificate(s) (if any) to your stockbroker or investment bank by no later than [23 July] 2013. A list of NSE (as defined on page 4) member firms (stockbrokers and investment banks) is provided in APPENDIX V. 4. Should you wish to be present at the De-Listing EGM, you should go to the meeting at the Kenyatta International Conference Centre, Nairobi at [8.00 a.m.] on [●] 2013, or alternatively complete the form of proxy and, by 8.00 a.m. on *●+2013, return it to: The Company Secretary AccessKenya Group Limited 4th Floor Purshottam Place, P. O. Box 43588 – 00100 Nairobi, Kenya.. i Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you have transferred all your AccessKenya shares, please send this Offer Document (and the documents accompanying it) as soon as possible to the stockbroker, investment bank or custodian through whom the sale or transfer was effected, for transmission to the transferee. Pursuant to this Offer Document Dimension Data makes a cash offer to acquire 100% of the issued shares of AccessKenya (the “Offer”). Once acquired, the AccessKenya shares will be held by DDMEA (as defined on page 3) as Dimension Data’s nominee. Approval has been obtained from the Capital Markets Authority for the compliance with the requirements relating to the Offer Document under the Capital Markets (Take-overs and Mergers) Regulations, 2002. As a matter of policy, the Capital Markets Authority assumes no responsibility for the correctness of any statements or opinions made in this Offer Document. Approval of the Offer is not to be taken as an indication of the merits of the Offer or of a recommendation by the Capital Markets Authority to the shareholders of AccessKenya. This Offer Document has been approved by the directors of Dimension Data, whose names appear in PART II paragraph 3 of this Offer Document, all of whom jointly and severally accept responsibility for the accuracy of the information given and confirm that after making all reasonable enquiries and to the best of their knowledge and belief, there are no facts the omission of which would make any statement herein misleading. No person is authorised to give any information or to make any representation not contained in this document and any information or representation not contained in this document must not be relied upon as having been authorised by Dimension Data. Neither the delivery of this document, nor any disposal made hereunder will, under any circumstances, create any implication that the information contained in this document is correct as at any time subsequent to its date. AccessKenya shareholders will be given notice, published in any two English language dailies of national circulation in Kenya, of any event that occurs during the Offer Period that materially affects the accuracy of the information contained in this document that comes to the knowledge of Dimension Data. This Offer Document has been sent to all AccessKenya shareholders on the register of members as at the close of trading on the Nairobi Securities Exchange on 6th May 2013. This Offer Document does not intend to and does not constitute or form part of any offer to sell or to subscribe for or an invitation to purchase or subscribe for any securities in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale or purchase, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Offer is for securities of a company organised under the laws of Kenya and is subject to the procedure and disclosure requirements of Kenyan law. Since this document has been prepared in accordance with Kenyan law and the Take-over Regulations, the information disclosed may not be the same as that which would have been prepared in accordance with the laws of any other jurisdiction. This document is NOT for sale. If you are in doubt about what to do, you should consult the independent adviser appointed by the directors of AccessKenya or your stockbroker, investment bank or other professional adviser. ii Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 TABLE OF CONTENTS GENERAL INFORMATION AND DIMENSION DATA’S ADVISERS ............................................................................. 1 TIMETABLE OF KEY EVENTS ........................................................................................................................................... 2 DEFINITIONS ......................................................................................................................................................... 3 PART I SUMMARY OF THE OFFER ..................................................................................................... 5 PART II INFORMATION ON DIMENSION DATA .................................................................................... 9 PART III CONDITIONS OF THE OFFER AND OTHER DISCLOSURES ......................................................... 12 PART IV PROCEDURE FOR ACCEPTING THE OFFER ............................................................................. 19 PART V SETTLEMENT ..................................................................................................................... 21 PART VI GENERAL INFORMATION .................................................................................................... 23 APPENDIX I FINANCIAL INFORMATION ON DIMENSION DATA ................................................................. 24 APPENDIX II CASH CONFIRMATION LETTER ............................................................................................. 29 APPENDIX III SHARE PRICE MOVEMENTS OF ACCESSKENYA SHARES .......................................................... 30 APPENDIX IV INSTRUCTIONS FOR COMPLETING THE FORM OF ACCEPTANCE ............................................. 32 iii Strictly Confidential Offer Document - Offer by Dimension Data for the acquisition of AccessKenya Draft version 1 2013 05 22 GENERAL INFORMATION AND DIMENSION DATA’S ADVISERS Offeror: Dimension Data Holdings plc Dimension Data House, Building 2, Waterfront Business Park Fleet Road, Fleet, Hampshire, GU51 3QT United Kingdom Offeree: AccessKenya Group Limited 4th Floor Purshottam Place P.O. Box 43588 – 00100 Nairobi Kenya Financial Adviser and Sponsoring Standard Investment Bank Limited Stockbroker ICEA Building, 16th Floor Kenyatta Avenue P.O. Box 13714-00800 Nairobi Kenya Lead Financial Adviser: Pamoja Capital Limited 3rd Floor, Mayfair Centre, Ralph Bunche Road P.O. Box 51718 -00200 Nairobi Kenya Legal Adviser: Coulson Harney Advocates Unit A, Nairobi Business Park, Ngong Road, P.O. Box 10643-00100 Nairobi Kenya Public Relations: Hill & Knowlton
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