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 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.
On 24 April 2012 Bidco announced that, as at 5.00 p.m. (London time) on 23 April 2012, being the First Closing Date of the Offer, Bidco had received valid acceptances of the Offer representing approximately 24.9 per cent. 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 8 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 8 May 2012 Bidco had received valid acceptances of the Offer in respect of 66,785,197 GlobeOp Shares representing approximately 62.0 per cent of the existing issued share capital of GlobeOp, which Bidco may count towards the satisfaction of the Acceptance Condition to the Offer. So far as Bidco is aware, none of these 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 107,686,414 GlobeOp Shares in issue on 4 May 2012.
Extension of Offer
The Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended and will remain open for acceptance until the next closing date which will be 1.00 p.m. (London time) on 14 May 2012.
GlobeOp Shareholders who have not yet accepted the Offer are urged to do so by the following deadlines:
- If you are a holder of GlobeOp DIs (in CREST), your acceptance should be made so that the TTE Instruction settles no later than 1.00 p.m. (London time) on 14 May 2012.
- 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, by no later than 1.00 p.m. (London time) on 14 May 2012.
Interests in GlobeOp Shares
On 4 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.