SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
GLOBALNET FINANCIAL.COM, INC.
(Name of Subject Company (Issuer))
GLOBALNET ACQUISITIONS INC.
NEWMEDIA SPARK PLC
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.001 PER SHARE
CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
37937R
(CUSIP Number of Class of Securities)
Joel D. Plasco
33 Glasshouse Street
London W1B 5DG
United Kingdom
+44.207.851.7777
(Name, Address, and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
David E. Schulman
Brian M. McCall
2 Serjeants' Inn
Dechert
London EC4Y 1LT
United Kingdom
+44 207.583.5353
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[x] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
This Amendment No. 5 (the "Amendment") supplements and, as so supplemented,
amends the Tender Offer Statement originally filed on July 25, 2001 and amended
by Amendment No. 1 filed on August 9, 2001, Amendment No. 2 filed on August 16,
2001, Amendment No. 3 filed on August 20, 2001, and Amendment No. 4 filed on
August 21, 2001 (as amended, the "Schedule TO") by GlobalNet Acquisitions Inc.,
a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of
NewMedia SPARK plc, a public limited company organized under the laws of England
and Wales ("Parent"), relating to the offer by Purchaser to purchase (i) all the
outstanding shares of Common Stock, par value $.001 per share, including the
rights to purchase the Series A Junior Participating Preferred Stock issued
pursuant to the Rights Agreement (the "Rights Agreement"), dated as of July 19,
2001, by and between the Company (as defined below) and The Bank of New York, as
Rights Agent (the "Common Shares"), and (ii) all the outstanding shares of Class
A Common Stock, par value $.001 per share, including the rights to purchase the
Series B Junior Participating Preferred Stock issued pursuant to the Rights
Agreement (the "Class A Shares"), of GlobalNet Financial.com, Inc., a Delaware
corporation (the "Company"), at a purchase price of $0.45 per Common Share and
$0.045 per Class A Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated July 25, 2001 (the "Offer to Purchase"), and in the related Letter of
Transmittal.
All capitalized terms used in this Amendment without definition have the
meanings attributed to them in the Schedule TO.
The Items of the Schedule TO set forth below are hereby supplemented and,
as so supplemented, amended as follows:
Item 12 of the Schedule TO is hereby amended and supplemented by adding the
following exhibit:
Exhibit (a)(1)(M) Text of press release issued by Parent on August 29, 2001.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
GLOBALNET ACQUISITIONS INC.
By: /s/ Joel D. Plasco
Name: Joel D. Plasco
Title: President
NEWMEDIA SPARK PLC
By: /s/ Joel D. Plasco
Name: Joel D. Plasco
Title: Director
Dated: August 30, 2001
GlobalNet Financial.com Offer Update
Milan and London, 29 August 2001 - NewMedia SPARK plc ("SPARK") and AISoftw@re
("AIS"), today make the following announcements with respect to GlobalNet
Financial.com, Inc. ("GlobalNet"):
AISoftw@re has decided not to pursue a further bid for GlobalNet and not attempt
unilaterally to present another acquisition proposal to the Board of Directors
of GlobalNet. AISoftw@re has confirmed that it will abide by its existing
agreements with GlobalNet, including an obligation to tender its shares in
GlobalNet (representing 12.9% of the voting power) into the SPARK offer.
Following AIS's decision, no legal actions will take place between the two
companies with respect to past actions. Furthermore, SPARK and AIS have decided
to explore ways in which the two companies could co-operate and pursue potential
joint investments.
AIS Group will receive approx $1,262,700 from the cash tender at $ 0.45 of their
2,806,001 GlobalNet shares owned. Their average book value to date is at approx
$0.85 per share.
Joel Plasco, Director of SPARK, said "Following these announcements, we look
forward to positive co-operation between AIS and SPARK, and to the rapid
conclusion of the tender offer."
Professor Francesco Gardin, President and CEO of AIS said: "We have decided not
to make a further bid for GlobalNet but instead to pursue our goals of expanding
AIS's international presence and increasing the value of INFUSION, our venture
capital subsidiary, in advance of its planned de-merger and IPO, through the
exploration of potential opportunities to work together with SPARK."
According to information provided to SPARK by the Bank of New York who is acting
as the depository for the tender offer, shares representing approximately 48% of
the combined voting power of GlobalNet have been validly tendered and not
withdrawn as of close of business Monday 27 August 2001; this excludes the 12.9%
stake to be tendered by AIS. The offer is conditional among other things on
shares representing at least 51% of the combined voting power of GlobalNet
having been validly tendered and not withdrawn by the expiration of the offer.
The SPARK offer of $0.45 per share of common stock and $0.045 per share of class
A common stock of GlobalNet will expire at midnight New York time on Friday 31
August 2001, unless further extended. For more complete information on the SPARK
offer (including how to tender and withdraw GlobalNet shares), investors should
read the Schedule TO filed by SPARK with the US Securities and Exchange
Commission, as amended to date.
Contacts:
Joel Plasco
NewMedia SPARK +44 207 851 7777
Dott. Marco Mancini
AI Softw@re +39 02 280 141
email: mmancini@ais.it
AISoftw@re
AISoftw@re SpA (www.ais.it), founded in 1983 and with consolidated group sales
in 2000 of 23,727,743 Euros ($ 21.6 million), specializes in the development of
technologically advanced software products for decision-support, knowledge
processing, and data mining and Internet and Intranet solutions. Its proprietary
products target the financial and healthcare industries. AISoftw@re solutions
hold a leading positions in these dynamic vertical markets in Europe. AISoftw@re
has been listed on Nasdaq Europe since November 1999 and on the Italian Nuovo
Mercato since August 2000. The company is pursuing a program of growth based on
international expansion, aggressive recruitment, acquisitions and equity
investments in software companies working in the area of Internet applications
development.
NewMedia SPARK
Listed on London's Alternative Investment Market, NewMedia SPARK plc is one of
Europe's leading early stage investors in the telecoms, media and technology
sectors. SPARK has a portfolio of investments in over 50 companies in Europe and
India. SPARK focuses its investments on software applications, communications
infrastructure businesses and certain areas of digital media such as music and
financial products, typically investing between L0.5 million and L2 million.
SPARK has operations in London, Stockholm, Berlin and Madrid. For further
information see www.newmediaspark.com.