Globalnet Financial - Re 'A' Shares
13 Décembre 1999 - 4:24PM
UK Regulatory
RNS Number:4061C
Globalnet Financial.com Inc.
13 December 1999
Globalnet Financial.com, Inc.
Attention is drawn to the fact that the "A" Shares have not been
registered under the US Securities Act of 1933 ("Securities Act")
and subject to certain exceptions may not be offered, sold or
delivered in the United States or to, or for the account or
benefit of, any US person as such terms are defined in Regulation
S under the Securities Act.
You should note that purchasers in the secondary market of "A"
Shares will be required to sign the following declaration printed
on the share certificate:
"The undersigned, being the transferee of the shares (the
"Shares") of Class A Common Stock of GlobalNet Financial.com, Inc.
(the "Company") represented by the certificate attached hereto, do
hereby certify and agree as follows:
"1. I understand that the Shares have not been registered under
the United States Securities Act of 1933 ("Securities Act")
and may not be offered, resold, pledged or otherwise
transferred except (a) (i) in an offshore transaction meeting
the requirements of Rule 303 or Rule 904 of Regulations S
("Regulation S") under the Securities Act, (ii) pursuant to
an effective registration statement under the Securities Act,
or (iii) pursuant to an available exemption from the
registration requirements of the Securities Act, and (b) in
accordance with all applicable securities laws of the states
of the United States and other jurisdiction;
2. I certify that, at the time the buy order for the Shares was
originated, I was outside the United States, was not a "U.S.
person" as defined in Regulation S, and was not purchasing for the
account or benefit of a U.S. person. If I am a natural person (
other than a distributor), I am not resident in the United States.
3. I agree to resell the Shares only in accordance with the
provisions of Regulation S, pursuant to registration under
the Securities Act, or pursuant to an available exemption
from such registration.
4. I agree not to engage in hedging transactions with regard to
the Shares or the Common Stock of the Company unless in
compliance with the Securities Act.
5. I acknowledge that the Company and others will rely upon the
truth and accuracy of the foregoing certifications and agreements,
and I agree that if any such certification or agreement is no
longer accurate, I will promptly notify the Company.
6. My correct full name and mailing address are set forth
below."
Further your attention is drawn to the wording on pages 2 to 6
(inclusive) of the Prospectus dated 23 November 1999, which
states, inter alia and contains no new information:
"This prospectus has been prepared by the Company in making offers
and sales of the Offer Shares outside the United States to non-US
Persons in reliance on Regulation S under the US Securities Act of
1933 ("Securities Act''). Terms used in the following description
that are defined in Regulation S are used as therein defined.
The issue and sale of the Offer Shares offered hereby including
those being offered by the Selling Shareholders and the Company
and any Option Shares sold pursuant to the Over-allotment Options
have not been registered under the Securities Act. The Offer
Shares are "restricted securities'' as defined in Rule 144
promulgated under the Securities Act. The Offer Shares may not be
offered, sold or delivered in the United States or to, or for the
account or benefit of, any US Person, except in certain
transactions specified in Regulation S. Hedging transactions in
the Offer Shares may not be conducted unless in compliance with
the Securities Act. The Offer Shares will bear a legend to the
following effect, unless the Company determines otherwise in
compliance with applicable law.
"THE SHARES OF CLASS 'A' COMMON STOCK REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT'') AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN AN
OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (3)
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS. HEDGING TRANSACTIONS
INVOLVING THE COMMON STOCK OR THE CLASS 'A' COMMON STOCK OF THE
COMPANY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.''
Prior to one year after the later of (1) the time when the Offer
Shares are first offered to persons other than distributors (as
defined in Regulation S) in reliance upon Regulation S or (2) the
date of closing of the Offer:
(1) every purchaser of Offer Shares other than a distributor will
be required to certify that it is not a US Person and is not
acquiring the securities for the account or benefit of any US
Person or is a US Person who purchased securities in a transaction
that did not require registration under the Securities Act;
(2) any purchaser of the Offer Shares will be required to agree
to resell such Offer Shares only in accordance with the provisions
of Regulation S, pursuant to registration under the Securities
Act, or pursuant to an available exemption from registration and
will be required to agree not to engage in hedging transactions
with regard to the 'A' Shares or the common stock unless in
compliance with the Securities Act; and
(3) each distributor selling securities to a distributor, a
dealer (as defined in section 2(a)(12) of the Securities Act), or
a person receiving a selling concession, fee or other remuneration
will be required to send a confirmation or other notice to the
purchaser stating that the purchaser is subject to the same
restrictions on offers and sales that apply to a distributor.
Pursuant to the Company's bylaws and the Placing Agreement the
Company will be required to refuse to register any transfer of the
Offer Shares not made in accordance with the provisions of
Regulation S, pursuant to registration under the Securities Act,
or pursuant to an available exemption from registration.
Beeson Gregory has agreed that, except pursuant to an effective
registration statement or pursuant to an available exemption from
the registration requirement of the Securities Act, it will not
offer, sell or deliver any Placing Shares (A) as part of its
distribution at any time or (B) otherwise until one year after the
later of (1) the time when the Placing Shares are first offered to
persons other than distributors in reliance upon Regulation S or
(2) the date of closing of the Placing, within the United States
or to, or for the account or benefit of, a US Person, and that it
will not engage in hedging transactions in the Shares except in
compliance with the Securities Act. Beeson Gregory has agreed to
send to each distributor, dealer or other person receiving a
selling concession, fee or other remuneration to which it sells
Placing Shares a confirmation to the foregoing effect.
Each purchaser of Offer Shares offered hereby sold in reliance on
Regulation S will be deemed to have represented and agreed as
follows (terms used herein that are defined in Regulation S are
used herein as therein defined):
(1) the purchaser is not a US Person and is not acting for the
account or benefit of a US Person (other than a distributor);
(2) the purchaser understands that the Offer Shares have not been
registered under the Securities Act and may not be offered,
resold, pledged or otherwise transferred by such purchaser except
(a)(i) in an offshore transaction meeting the requirements of Rule
903 or Rule 904 of Regulation S, (ii) pursuant to an effective
registration statement under the Securities Act, or (iii) pursuant
to an available exemption from the registration requirements of
the Securities Act, and (b) in accordance with all applicable
securities laws of the states of the United States and other
jurisdictions;
(3) the purchaser understands and agrees that, if in the future
it decides to resell, pledge or otherwise transfer any Offer
Shares or any beneficial interests in any Offer Shares prior to
the date which is one year after the later of (1) the date when
the Offer Shares are first offered to persons other than
distributors (as defined in Regulation S) pursuant to Regulation S
and (2) the date of closing of the Offer, it will do so only
outside the United States in an offshore transaction in compliance
with Rule 903 or Rule 904 under the Securities Act, pursuant to an
effective registration statement under the Securities Act or
pursuant to an available exemption from the registration
requirements of the Securities Act and in each of such cases in
accordance with any applicable securities law of any state of the
United States;
(4) the purchaser agrees to, and each subsequent holder is
required to, notify any purchaser of the Offer Shares from it of
the resale restrictions referred to in paragraph (3) above, if
then applicable;
(5) the purchaser acknowledges that prior to any proposed
transfer of Offer Shares (other than pursuant to an effective
registration statement) the transferee of Offer Shares may be
required to provide certifications and other documentation
relating to the non-US Person status of such transferee and such
other agreements and documentation as provided in the Registrar
and Transfer Agency Agreement;
(6) the purchaser acknowledges that the Company and Beeson
Gregory and others will rely upon the truth and accuracy of the
foregoing acknowledgements, representations and agreements and
agrees that if any such acknowledgements, representations or
warranties deemed to have been made by virtue of its purchase of
Offer Shares are no longer accurate, it shall promptly notify the
Company and Beeson Gregory; and
(7) the purchaser acknowledges that the Offer Shares will bear a
restrictive legend, unless the Company determines otherwise in
compliance with applicable law.
In this prospectus, a "US Person'' means:
(i) Any natural person resident in the United States;
(ii)Any partnership or corporation organised or incorporated
under the laws of the United States;
(iii)Any estate of which any executor or administrator is a
US Person;
(iv)Any trust of which any trustee is a US Person;
(v) Any agency or branch of a foreign entity located in the
United States;
(vi)Any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for
the benefit or account of a US Person;
(vii)Any discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary
organised, incorporated, or (if an individual) resident in
the United States; and
(viii)Any partnership or corporation if:
(a) Organised or incorporated under the laws of any foreign
jurisdiction; and
(b) Formed by a US Person principally for the purpose of
investing in securities not registered under the Securities Act,
unless it is organised or incorporated, and owned, by accredited
investors (as defined in 17 US Code of Federal Regulations S
230.501(a)) who are not natural persons, estates or trusts.
The following are not "US Persons'':
(i) Any discretionary account or similar account (other than an
estate or trust) held for the benefit or account of a non-US
Person by a dealer or other professional fiduciary organised,
incorporated, or (if an individual) resident in the United
States;
(ii)Any estate of which any professional fiduciary acting as
executor or administrator is a US Person if:
(a) An executor or administrator of the estate who is not a US
Person has sole or shared investment discretion with respect
to the assets of the estate; and
(b) The estate is governed by foreign law:
(iii)Any trust of which any professional fiduciary acting as
trustee is a US Person, if a trustee who is not a US Person
has sole or shared investment discretion with respect to the
trust assets, and no beneficiary of the trust (and no settlor
if the trust is revocable) is a US Person;
(iv)An employee benefit plan established and administered in
accordance with the law of a country other than the United
States and customary practices and documentation of such
country;
(v) Any agency or branch of a US Person located outside the
United States if:
(a) The agency or branch operates for valid business reasons; and
(b) The agency or branch is engaged in the business of insurance
or banking and is subject to substantive insurance or banking
regulation, respectively, in the jurisdiction where located;
and
(vi) The International Monetary Fund, the International Bank for
Reconstruction and Development, the Inter-American Development
Bank, the Asian Development Bank, the African Development Bank,
the United Nations, and their agencies, affiliates and pension
plans, and any other similar international organisations, their
agencies, affiliates and pension plans.
United States. "United States'' means the United States of
America, its territories and possessions, any State of the United
States, and the District of Columbia.
This prospectus does not constitute an offer of, or a solicitation
of an offer to buy, any shares by or on behalf of the Company, the
Selling Shareholders or Beeson Gregory, in any jurisdiction or in
any circumstances where it is not authorised or lawful to make
such an offer or solicitation.
The distribution of this prospectus and the Offer may be
restricted by law in certain jurisdictions. Persons into whose
possession this prospectus comes are required by the Company, the
Selling Shareholders and Beeson Gregory to inform themselves about
any such restrictions and to observe any such restrictions. For a
description of certain further restrictions on the distribution of
this prospectus and the offer and sale of the Shares, see below
and Part II of this prospectus, "Details of the Offer''.
This prospectus should not be distributed to persons with
addresses in Canada, Australia, Japan, or the USA, its territories
or possessions or to its citizens, or to any corporation,
partnership or other entity created or organised under its laws.
Any such distribution could result in a violation of US, Canadian,
Australian or Japanese law."
END
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