True12092150SECURITIES 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. 9)
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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. 9 (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, Amendment No. 6 filed on
September 4, 2001, Amendment No. 7 filed on September 11, 2001 and Amendment No.
8 filed on September 13, 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:
"On September 13, 2001, Parent issued a press release announcing a further
extension of the subsequent offering period. In this press release, Parent
announced that the events in the United States on September 11, 2001 had also
necessitated a change of addresses for the depositary and further information
would be provided when it was available. On September 19, 2001, Parent issued a
press release announcing the new addresses for the depositary. The full text of
Parent's press release is attached hereto as Exhibit (a)(1)(Q) 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)(Q) Press Release issued by Parent on September 19, 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: September 19, 2001
EXHIBIT (a)(1)(Q)
19 September 2001
NewMedia SPARK plc Announces Replacement Addresses for US Tenders
NewMedia SPARK plc (LSE: NMS) ("SPARK") today announced replacement addresses
for tenders within the United States in connection with the cash tender offer to
purchase all of the outstanding shares of GlobalNet Financial.com, Inc. (Nasdaq:
GLBN; LSE: GLFA) ("GlobalNet"). SPARK announced on 13 September 2001 that as a
result of the tragic events in the United States which occurred on Tuesday 11
September 2001, the Bank of New York which is acting as depository for the
Offer, was in the process of relocating its 101 Barclay Street office and that
SPARK would announce as soon as available new locations where The Bank of New
York would be accepting completed Letters of Transmittal to accept the Offer.
The subsequent offering period previously announced by SPARK will end at 5:00
p.m. ,New York City time, on 21 September 2001. Commencing 19 September 2001,
tenders may be made in the United states as follows.
By Registered or Certified Mail or Overnight Courier:
The Bank of New York
385 Rifle Camp Road
West Paterson, NJ 07424
ATN: GlobalNet Financial / George Dalton
Phone: 973-247-4889 for confirmation
By Hand:
The Depository Trust Company
55 Water Street
New York, NY 10041
ATN: The Bank of New York window
GlobalNet Financial.com
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