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Exhibit (a)(1)(E)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
AND CLASS A COMMON STOCK
[SPARK LOGO]
OF
GLOBALNET FINANCIAL.COM, INC.
AT
$0.36 AND $0.036 NET PER SHARE, RESPECTIVELY,
BY
GLOBALNET ACQUISITIONS INC.,
A WHOLLY OWNED SUBSIDIARY OF
NEWMEDIA SPARK PLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON AUGUST 22, 2001, UNLESS THE OFFER IS EXTENDED.
To Brokers, Dealers, Banks, Trust Companies and other Nominees:
GlobalNet Acquisitions Inc., a Delaware corporation (the "Purchaser") and a
wholly owned subsidiary of NewMedia SPARK plc, a company organized under the
laws of England and Wales ("Parent"), is offering to purchase all outstanding
shares of common stock (the "Common Shares") and class A common stock (the
"Class A Shares"), par value $.001 per share, together with the rights to
purchase the Series A Junior Participating Preferred Stock and the Series B
Junior Participating Preferred Stock pursuant to the Rights Agreement, dated
July 19, 2001, between the Company (as defined below) and the Bank of New York,
as Rights Agent (together, the "Shares"), of GlobalNet Financial.com, Inc., a
Delaware corporation (the "Company"), at $0.36 and $0.036, respectively, per
share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Purchaser's Offer to Purchase dated
July 25, 2001 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). Please furnish copies of the enclosed
materials to those of your clients for whom you hold Shares registered in your
name or in the name of your nominee.
Enclosed herewith are copies of the following documents:
1. Offer to Purchase dated July 25, 2001;
2. Letter of Transmittal to be used by stockholders of the Company
in accepting the Offer (facsimile copies of the Letter of Transmittal may
be used to tender the Shares);
3. The Letter to Stockholders of the Company from the President and
Chief Executive Officer of the Company accompanied by the Company's
Solicitation/Recommendation Statement on Schedule 14D-9;
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4. A printed form of letter that may be sent to your clients for
whose account you hold shares in your name or in the name of a nominee,
with space provided for obtaining such clients' instructions with regard to
the Offer;
5. Notice of Guaranteed Delivery with respect to Shares;
6. Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 and Instructions for Form W-8BEN; and
7. Return envelope addressed to The Bank of New York, as
Depositary.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT VALIDLY WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN
SECTION 1 OF THE OFFER TO PURCHASE) THAT NUMBER OF SHARES THAT WOULD REPRESENT
AT LEAST FIFTY ONE PERCENT OF THE COMBINED VOTING POWER OF THE COMPANY ON A
FULLY DILUTED BASIS.
We urge you to contact your clients promptly. Please note that the Offer
and withdrawal rights will expire at 5:00 p.m., New York City Time, on August
22, 2001, unless extended.
The Board of Directors of the Company has approved and adopted the Merger
Agreement (as defined herein) and the transactions contemplated thereby and
determined that the Offer and the Merger (as defined herein) are advisable and
fair to and in the best interests of the Company and its stockholders.
Accordingly, the Board of Directors of the Company recommends that the
stockholders tender their Shares in the Offer.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated
as of June 15, 2001, as amended by the First Amendment to Agreement and Plan of
Merger dated as of July 17, 2001 (the "Merger Agreement"), among Parent, the
Purchaser and the Company, pursuant to which, as soon as practicable following
the consummation of the Offer and the satisfaction or waiver of certain
conditions, the Purchaser will be merged with and into the Company, with the
Company surviving the merger as a wholly owned subsidiary of Parent (the
"Merger"). At the effective time of the Merger, each outstanding Share (other
than Shares owned by Parent, the Purchaser or the Company or any subsidiary of
Parent or the Company or by stockholders, if any, who are entitled to and
properly exercise appraisal rights under Delaware law) will be converted into
the right to receive $0.36 and $0.036 per Common Share and Class A Share,
respectively, without interest thereon, as set forth in the Merger Agreement and
described in the Offer to Purchase.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (a) certificates for
(or a timely Book-Entry Confirmation (as defined in the Offer to Purchase) with
respect to) such Shares, (b) a Letter of Transmittal (or a facsimile thereof),
properly completed, and duly executed, with any required signature guarantees,
or, in the case of a book-entry transfer effected pursuant to the procedure set
forth in Section 2 of the Offer to Purchase, an Agent's Message (as defined in
the Offer to Purchase), and (c) any other documents required by the Letter of
Transmittal. Accordingly, tendering shareholders may be paid at different times
depending upon when certificates for Shares or Book-Entry Confirmations with
respect to Shares are actually received by the Depositary. Under no
circumstances will interest be paid on the purchase price of the Shares to be
paid by the Purchaser, regardless of any extension of the Offer or any delay in
making such payment.
Neither of the Purchaser nor Parent will pay any fees or commissions to any
broker or dealer or other person in connection with the solicitation of tenders
of Shares pursuant to the Offer. You will be reimbursed by the Purchaser upon
request for customary mailing and handling expenses incurred by you in
forwarding the enclosed Offering materials to your customers.
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Questions and requests for additional copies of the enclosed material may
be directed to the Information Agent at its address and telephone numbers set
forth on the back cover of the enclosed Offer to Purchase.
Very truly yours,
New Media SPARK plc
LOGO
Joel D. Plasco
Director
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF THE PURCHASER, PARENT, THE DEPOSITARY, OR THE
INFORMATION AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION
OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER
NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL.
(Enclosures)
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