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Exhibit (a)(1)(F)
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.
July 25, 2001
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated July 25, 2001
(the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with amendments or supplements thereto, collectively constitute the
"Offer") relating to the Offer by 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"), 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"), upon the terms and subject to the
conditions set forth in the Offer. Also enclosed is the Letter to Stockholders
of the Company from the Chairman of the Company accompanied by the Company's
Solicitation/ Recommendation Statement on Schedule 14D-9.
We (or our nominees) are the holder of record of Shares held by us for your
account. A tender of such Shares can be made only by us as the holder of record
and pursuant to your instructions. The Letter of Transmittal is furnished to you
for your information only and cannot be used to tender Shares held by us for
your account.
We request instructions as to whether you wish to tender any of or all the
Shares held by us for your account pursuant to the terms and conditions set
forth in the Offer.
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Your attention is directed to the following:
1. The purchase price for each Common Share and each Class A Share is
$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 of
the Offer.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company has approved and adopted the
Merger Agreement (as defined below) and the transactions contemplated
thereby and determined that the Offer and the Merger (as defined below) 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.
4. 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, 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 indirect 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 the price per
Share paid pursuant to the Offer in cash, without interest, as set forth in
the Merger Agreement and described in the Offer to Purchase.
5. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON AUGUST 22, 2001 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS
EXTENDED BY THE PURCHASER, IN WHICH EVENT THE TERM "EXPIRATION DATE" SHALL
MEAN THE LATEST TIME AT WHICH THE OFFER, AS SO EXTENDED BY THE PURCHASER,
WILL EXPIRE.
6. The Offer is conditioned upon, among other things, there being
validly tendered and not validly withdrawn prior to the Expiration Date
that number of Shares that would represent at least fifty one percent total
combined voting power of the Company on a fully diluted basis on the date
of purchase.
7. Any stock transfer taxes applicable to a sale of Shares to the
Purchaser will be borne by the Purchaser, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
8. Tendering stockholders will not be obligated to pay brokerage fees
or commissions, to the Depositary or the Information Agent or, except as
set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on
the purchase of Shares by Purchaser pursuant to the Offer. However, federal
income tax backup withholding at a rate of 30.5% may be required, unless an
exemption is provided or unless the required taxpayer identification
information is provided. See Instruction 9 of the Letter of Transmittal.
Your instructions to us should be forwarded promptly to permit us to
submit a tender on your behalf prior to the Expiration Date.
If you wish to have us tender any of or all the Shares held by us for
your account, please so instruct us by completing, executing, detaching and
returning to us the instruction form on the detachable part hereof. An
envelope to return your instructions to us is enclosed. If you authorize
the tender of your Shares, all such Shares will be tendered unless
otherwise specified on the detachable part hereof. YOUR INSTRUCTIONS SHOULD
BE FORWARDED TO US IN AMPLE
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TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION
DATE.
Payment for Shares accepted for payment pursuant to the Offer will in
all cases be made only after timely receipt by The Bank of New York (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 procedures set forth in
Section 2 of the Offer to Purchase, an Agent's Message, and (c) any other
documents required by the Letter of Transmittal. Accordingly, tendering
stockholders 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.
The Offer is being made solely under the Offer to Purchase and the
related Letter of Transmittal and is being made to all record holders of
shares. The offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of shares residing in any jurisdiction in which
the making of the Tender Offer or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of that
jurisdiction.
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INSTRUCTION FORM
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK AND CLASS A COMMON STOCK OF
GLOBALNET FINANCIAL.COM, INC.
The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase of GlobalNet Acquisitions Inc., dated July 25, 2001 (the "Offer to
Purchase"), and the related Letter of Transmittal relating to shares of common
stock and class A common stock, par value $.001 per share (the "Shares"), of
GlobalNet Financial.com, Inc., a Delaware corporation.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, on the terms and subject to the
conditions set forth in the Offer to Purchase and related Letter of Transmittal.
Number of Shares to be Tendered(1):
- ------------------------------ Shares of Common Stock
- ------------------------------ Shares of Class A Common Stock
SIGN HERE
Signature(s)
- --------------------------------------------------------------------------------
Please type or print name(s)
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Please type or print address(es)
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Area Code and Telephone Number
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Taxpayer Identification or Social Security No.
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Dated:
- ------------------, 2001
(1) Unless otherwise indicated, it will be assumed that all your Shares are to
be tendered.
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