On 14 March 2012 the board of Bidco and the independent directors of GlobeOp announced that they had agreed on the terms of a recommended cash offer to be made by Bidco to acquire the entire issued and to be issued share capital of GlobeOp (the "Offer"). The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document issued by Bidco on 26 March 2012 (the "Offer Document").
On 9 May 2012 Bidco announced that, as at 1.00 p.m. (London time) on 8 May 2012, Bidco had received valid acceptances of the Offer representing approximately 62.0 percent of the existing issued share capital of GlobeOp which it could count towards the satisfaction of the Acceptance Condition to the Offer. Bidco also announced that the Offer would be extended and would remain open for acceptance until 1.00 p.m. (London time) on 14 May 2012.
Other than as expressly set out in this announcement, capitalised terms used in this announcement shall have the meaning given to them in the Offer Document.
Level of acceptances
As at 1.00 p.m. (London time) on 14 May 2012 Bidco had received valid acceptances of the Offer in respect of 82,663,536 GlobeOp Shares representing approximately 76.8 percent of the existing issued share capital of GlobeOp, which Bidco may count towards the satisfaction of the Acceptance Condition to the Offer. Accordingly, the Acceptance Condition has now been satisfied and the Offer is unconditional as to acceptances.
So far as Bidco is aware, none of the acceptances have been received from persons acting in concert with Bidco. No irrevocable commitments or letters of intent have been procured by Bidco or any person acting in concert with it. Accordingly, none of the acceptances received were in respect of GlobeOp Shares subject to any such irrevocable commitment or letter of intent.
The percentages of GlobeOp Shares referred to in this announcement are based upon a figure of 107,697,351 GlobeOp Shares in issue on 11 May 2012.
Extension of the Offer and Regulatory Conditions
The Offer, which remains subject to the terms and conditions set out in the Offer Document (including a number of outstanding regulatory clearances), will remain open until further notice and at least 14 days' notice will be given of the closing of the Offer.
As announced on 3 April, Bidco has received early termination of the Hart-Scott-Rodino Act waiting period. In addition, FINRA has now granted approval of an indirect change in ownership of GlobeOp Markets Limited. Accordingly, the Conditions to the Offer relating to those regulatory clearances have been satisfied. The Offer remains subject to further regulatory clearances as set out in the Conditions to the Offer.
Actions to be taken
GlobeOp Shareholders who have not yet accepted the Offer are urged to do so immediately.
If you are a holder of GlobeOp DIs (in CREST), you should ensure that your TTE instruction is settled in accordance with the instructions set out in the Offer Document.
If you hold your GlobeOp Shares in registered form (that is, not in CREST), you should complete and return the Form of Acceptance, which accompanied the Offer Document, in accordance with the instructions set out in the Offer Document.
Interests in GlobeOp Shares
On 11 May 2012 (being the latest practicable date prior to the publication of this announcement), neither Bidco, nor any person acting in concert with Bidco, is interested in, has any rights to subscribe for any relevant securities of GlobeOp nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of GlobeOp. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of GlobeOp and any borrowing or lending of any relevant securities of GlobeOp which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of GlobeOp.