SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. 7)
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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
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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. 7 (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, Amendment No. 4 filed on August
21, 2001, Amendment No. 5 filed on August 30, 2001 and Amendment No. 6 filed on
September 4, 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 1, 4, 8 and 11 are hereby amended and supplemented to add the following
information:
"The subsequent offering period to the tender offer was originally
scheduled to expire at 5:00 p.m., New York City time, on Monday, September 10,
2001. On September 11, 2001, Parent issued a press release announcing the
extension of the subsequent offering period. The subsequent offering period is
now scheduled to expire at 5:00 p.m., New York City time, on Wednesday,
September 12, 2001. The full text of Parent's press release is attached hereto
as Exhibit (a)(1)(O) and incorporated herein by reference."
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the
following:
"(a)(1)(O) Press Release issued by Parent on September 11, 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
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Name: Joel D. Plasco
Title: President
NEWMEDIA SPARK PLC
By: /s/ Joel D. Plasco
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Name: Joel D. Plasco
Title: Director
Dated: September 11, 2001
EXHIBIT (a)(1)(O)
11 September 2001
NewMedia SPARK plc Announces Extension of Subsequent Offering Period
NewMedia SPARK plc (LSE: NMS) ("SPARK") today announced the extension of the
previously announced subsequent offering period in connection with the cash
tender offer to purchase all of the outstanding shares of GlobalNet
Financial.com, Inc. (Nasdaq: GLBN; LSE: GLFA) ("GlobalNet").
The subsequent offering period to the tender offer was previously scheduled to
expire at 5:00 p.m., New York City time, on Monday, September 10, 2001. Pursuant
to the extension, the subsequent offering period is now scheduled to expire at
5:00 p.m., New York City time, on Wednesday, September 12, 2001. Based on
information provided by the depositary for the tender offer, at this time
16,201,662 shares of GlobalNet common stock and 25,822,400 shares of GlobalNet
class A common stock have been validly tendered, representing approximately 75%
of the combined voting power of GlobalNet.
During the extended subsequent offering period, common stock and class A common
stock of GlobalNet will be purchased at a price of $0.45 per share of common
stock and $0.045 per share of class A common stock, net to the seller in cash,
without interest thereon.
If shares representing at least of 80.1% of the combined voting power of
GlobalNet are tendered before the expiration of the subsequent offering period,
GlobalNet Acquisitions (a wholly owned subsidiary of SPARK) intends to exercise
its option to purchase an additional amount of shares of GlobalNet common stock
so that following such exercise GlobalNet Acquisitions will own shares
representing at least 90% of the combined voting power of GlobalNet. In such
case, SPARK intends to complete the merger of GlobalNet Acquisitions with and
into GlobalNet under Section 253 of the Delaware General Corporation Law.
The terms of the offer and other relevant information are available through
public filings made by GlobalNet Acquisitions Inc. and GlobalNet at
http://www.sec.gov.
The information agent for the tender offer is MacKenzie Partners, Inc. For
additional information please contact MacKenzie Partners, Inc. at (800) 322-2885
(calling from inside the United States) or 00 800 3222 8851 (calling from
outside the United States).
The tender offer statement (including an offer to purchase, letter of
transmittal and related tender offer documents) and the solicitation/
recommendation statement filed with the SEC contain important information, which
should be read carefully before any decision is made with respect to the offer.
GlobalNet stockholders may obtain a free copy of the tender offer statement and
the solicitation/recommendation statement when it is available and other
documents filed by GlobalNet Acquisitions Inc. and GlobalNet with the SEC at the
SEC's Web site at www.sec.gov. The tender offer statement and the
solicitation/recommendation statement and these other documents may also be
obtained by GlobalNet stockholders without cost to them from MacKenzie Partners,
Inc.
Contacts:
Joel Plasco - NewMedia SPARK plc +44 (0)20 7851 7777