Geo 3 & Co. S.C.A. ("Geo") Makes Disclosures

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LUXEMBOURG--(BUSINESS WIRE)--

Further to the announcement made by Geo on 1 February 2012 in connection with its recommended cash offer for GlobeOp, pursuant to Rule 2.7 of the Code (the “Offer Announcement”), on 10 February 2012 Geo received additional irrevocable undertakings to accept the Offer from members of GlobeOp's operational management team as set out below, in respect of their beneficial holdings in GlobeOp amounting to, in aggregate, 15,722 Ordinary Shares, representing approximately 0.015 per cent. of the existing issued share capital of GlobeOp (the “Irrevocables”).1

Geo also entered into deeds of adherence to the Share Exchange Agreement on 10 February 2012 with the members of GlobeOp's operational management team set out below, whereby they agreed to exchange their Ordinary Shares, as set out against their name below, for securities in Geo 1 S.à.r.l., an indirect holding company of Geo (the “Rollover”).2 Together with the Irrevocables, these arrangements relate to, in aggregate, 423,472 Ordinary Shares, representing approximately 0.40 per cent. of the existing issued share capital of GlobeOp.

Pursuant to the Irrevocables, the relevant members of the operational management team have also agreed to accept the Offer in respect of any Ordinary Shares which are issued to them pursuant to the Share Schemes or otherwise, and have agreed that, except with the prior consent of Geo, they will only exercise any rights to acquire Ordinary Shares, pursuant to Share Schemes or otherwise, upon the Offer becoming or being declared unconditional in all respects by Geo in accordance with the Code.

In aggregate, Geo has now received irrevocable undertakings to accept the Offer, letters of intent and agreements to sell pursuant to the Share Exchange Agreement in respect of a total of 38,982,705 Ordinary Shares, representing approximately 36.75 per cent of the existing issued share capital of GlobeOp. In addition, Geo owns 5.5 million shares of GlobeOp, equivalent to approximately 5.2% of the current issued share capital of GlobeOp.

Name   No. of Ordinary Shares subject to Rollover   % of Ordinary Shares in issue at the date hereof^
Rob Diaz*   86,200   0.08
Eamonn Graeves*   25,000   0.02
Nandini Sankar*   196,550   0.19
Bob Schwartz*   100,000   0.09
Jon Anderson*   N/A   N/A
Tom Kirkpatrick*   N/A   N/A
Total (Rollover)   407,750   0.384
Phil Tazza   N/A (15,722 Ordinary Shares subject to Irrevocable)   0.015
Total (Rollover plus Irrevocables)   423,472   0.40
   

* These managers have signed Irrevocables in respect of any Ordinary Shares they receive pursuant to the exercise of rights under the GlobeOp Share Option Schemes or otherwise. They have not signed deeds of adherence to the Share Exchange Agreement.

^ With reference to GlobeOp's issued share capital as at the date hereof of 106,061,040 Ordinary Shares.

Defined terms used in this announcement have the meaning given to them in the Offer Announcement unless otherwise defined herein.

J.P. Morgan Limited, which conducts its UK investment banking activities as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for TPG and Geo and no one else in connection with the recommended cash offer by Geo for the entire issued and to be issued share capital of GlobeOp and this announcement, and will not be responsible to anyone other than TPG and Geo for providing the protections afforded to its clients nor for providing advice in connection with the Offer or any matter referred to herein.

Publication on Website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in any jurisdiction where making the announcement available would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other form which Geo regards as unduly onerous) on http://www.globeop.com/globeop/ab/fi by no later than 12 noon (London time) on 10 February 2012.

1 The Irrevocables cease to be binding if (i) the Offer document is not published within 28 days of 1 February 2012 (or such later date as the Takeover Panel may permit) and (ii) the Offer does not become wholly unconditional.

2 The Rollover is subject only to the Offer becoming or being declared wholly unconditional (or in certain circumstances can be completed immediately prior to the Offer becoming or being declared wholly unconditional).

Enquiries:
J.P. Morgan Cazenove (Financial Adviser to TPG and Geo)
Barry Weir, +44 (0)20 7742 4000
James Thomlinson
or
Pelham Bell Pottinger (Media enquiries to TPG and Geo)
Gavin Davis, +44 (0)20 7861 3159
Tristan Peniston-Bird, +44 (0)20 7861 3928







 
 
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