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Schlumberger Ltd/NV, et al. – ‘SC TO-T/A’ on 4/24/01 re: Sema Group PLC – EX-99.D.26

On:  Tuesday, 4/24/01, at 12:14pm ET   ·   Accession #:  1021408-1-500298   ·   File #:  5-60559

Previous ‘SC TO-T’:  ‘SC TO-T/A’ on 4/6/01   ·   Next & Latest:  ‘SC TO-T/A’ on 6/4/01

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/24/01  Schlumberger Ltd/NV               SC TO-T/A             22:275K Sema Group PLC                    Donnelley R… Fin’l/NY/FA
          Schlumberger BV
          Schlumberger Industries SA
          Schlumberger Investments
          Schlumberger Ltd/NY

Amendment to Tender-Offer Statement — Third-Party Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T/A   Amendment Nr 8 to Schedule to                         20±    86K 
 2: EX-99.A.20  Letterhead of Schlumberger                             3     16K 
 3: EX-99.A.21  Letter of Lehman                                       2     15K 
 4: EX-99.A.22  Notice to Non Assenting Shareholders                   2     12K 
 5: EX-99.D.17  Form of Election                                       4     18K 
 6: EX-99.D.18  Recommended Cash Offer by Schlumberger                 6     28K 
 7: EX-99.D.19  Recommended Cash Offer by Schlumberger                 5     29K 
 8: EX-99.D.20  Form of Election                                       4     18K 
 9: EX-99.D.21  Recommended Cash Offer by Schlumberger                 7     35K 
10: EX-99.D.22  Recommended Cash Offer by Schlumberger                 7±    27K 
11: EX-99.D.23  Recommended Cash Offer by Schlumberger                 2     17K 
12: EX-99.D.24  Recommended Cash Offer by Schlumberger                 2     17K 
13: EX-99.D.25  Recommended Cash Offer by Schlumberger                 4     23K 
14: EX-99.D.26  Recommended Cash Offer by Schlumberger                 2     17K 
15: EX-99.D.27  Recommended Cash Offer by Schlumberger                 2     16K 
16: EX-99.D.28  Recommended Cash Offer by Schlumberger                 7     32K 
17: EX-99.D.29  Recommended Cash Offer by Schlumberger                 7     30K 
18: EX-99.D.30  Form of Election                                       4     20K 
19: EX-99.D.31  Form of Election                                       4     20K 
20: EX-99.D.32  Form of Election                                       4     20K 
21: EX-99.D.33  Form of Election                                       4     15K 
22: EX-99.D.34  Form of Election                                       4     20K 


EX-99.D.26   —   Recommended Cash Offer by Schlumberger

EX-99.D.261st Page of 2TOCTopPreviousNextBottomJust 1st
 

Exhibit 99(D)26 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about what action you should take, you are recommended immediately to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services Act 1986 or from another appropriate authorised independent financial adviser. Lehman Brothers, Morgan Stanley Dean Witter and Schroder Salomon Smith Barney each of which is regulated in the United Kingdom by The Securities and Futures Authority Limited, are acting for Schlumberger, Schlumberger Industries S.A. and Schlumberger Investments and no one else in connection with the Offer and will not be responsible to anyone other than Schlumberger, Schlumberger Industries S.A. and Schlumberger Investments for providing the protections afforded to customers of Lehman Brothers, Morgan Stanley Dean Witter and Schroder Salomon Smith Barney nor for giving advice in relation to the Offer. Lehman Brothers, as dealer manager for the Offer, is making the Offer in the United States on behalf of Schlumberger Investments. Credit Suisse First Boston and NM Rothschild & Sons Limited, each of which is regulated in the United Kingdom by The Securities and Futures Authority Limited, are acting exclusively for Sema plc and no one else in connection with the Offer and will not be responsible to anyone other than Sema for providing the protections afforded to customers of Credit Suisse First Boston and NM Rothschild & Sons Limited, nor for giving advice in relation to the Offer. Lehman Brothers, Morgan Stanley Dean Witter, Schroder Salomon Smith Barney, Credit Suisse First Boston and NM Rothschild & Sons Limited have each given and not withdrawn their written consent to the issue of this letter with the references to their names in the form and context in which they appear. The Offer is not being made, directly or indirectly, in or into Australia, Canada or Japan and may not be accepted in or from Australia, Canada or Japan. Accordingly, copies of this letter, forms of election and related documents are not being, and must not be, mailed or otherwise distributed or sent in or into Australia, Canada or Japan. ------------------------------------------------------------------------------- Schlumberger Investments Sema plc 8th Floor 233 High Holborn South Quay Plaza II London 183 Marsh Wall WC1V 7DJ London E14 9SH Registered in England Registered in England No. 1240677 No. 04157867 23 April 2001 To: non-French tax-resident Option holders in the Sema Group plc 1998 Savings Related Share Option Scheme (the SAYE Scheme) and option holders in the Sema Irish Sharesave Scheme (the Irish SAYE Scheme) (together the SAYE Schemes) Dear Option Holder RECOMMENDED CASH OFFER BY SCHLUMBERGER INVESTMENTS FOR SEMA - EFFECT ON YOUR OPTION(S) UNDER THE SAYE SCHEMES You will be aware of the Offer (the Offer) made by Lehman Brothers on behalf of Schlumberger Investments for Sema plc (Sema). Under the Offer, Schlumberger Investments has agreed to pay 560p for each Sema Share. Schlumberger Investments announced on 6 April 2001 that the Offer was unconditional in all respects. This letter explains the effect of the Offer on your option(s) under the SAYE Schemes. Effect of the Offer on your option(s) Your option(s) were granted at a fixed exercise price to be paid from the proceeds of your linked savings account. Although as a result of the Offer, your option(s) are now exercisable, all options granted under the SAYE Schemes have an exercise price which is higher than the Offer price of 560p per Sema Share. You could choose to exercise such options and accept the Offer for the Sema Shares you acquire (or sell or retain those Sema Shares) but you would receive less for those shares than you would have paid for them and you would suffer a loss. 1
EX-99.D.26Last Page of 2TOC1stPreviousNextBottomJust 2nd
What this means for you It is therefore unlikely to be in your interests to exercise your option(s). Assuming you do not exercise your option(s), they will lapse in due course, and you do not need to do anything. Please note that Schlumberger Investments has today exercised its right to acquire compulsorily any minority shareholdings in Sema by giving notice pursuant to Section 429 of the UK Companies Act 1985 (a Section 429 Notice). Options granted under the SAYE Schemes that remain unexercised will lapse at the end of the compulsory acquisition period which will expire on Monday, 4 June 2001. What about my linked savings? You should have received a separate letter detailing how to deal with your linked savings. Responsibility The directors of Schlumberger Investments, whose names are set out in Schedule IVA to Appendix IV of the Offer Document, accept responsibility for the information contained in this letter other than that relating to the Sema Group, the directors of Sema and their immediate families related trusts and controlled companies. To the best of the knowledge and belief of the directors of Schlumberger Investments, (who have taken all reasonable care to ensure that such is the case), the information contained in this letter for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. The members of the Sema Advisory Committee* accept responsibility for the information contained in this letter relating to the Sema Group, the directors of Sema and their immediate families, related trusts and controlled companies. To the best of the knowledge and belief of the Sema Advisory Committee (who have taken all reasonable care to ensure that such is the case), the information contained in this letter for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. Recommendation The Sema Advisory Committee, which has been so advised by Credit Suisse First Boston and NM Rothschild & Sons Limited recommends that, since your option(s) are out of the money, you do not choose to exercise your option(s) and in doing so, allow them to lapse. In providing advice to the Sema Advisory Committee, Credit Suisse First Boston and NM Rothschild & Sons Limited have taken into account the Sema Advisory Committee's commercial assessments. Further information If you are in any doubt about what to do, you are strongly advised to seek your own independent financial advice immediately. If you are unclear as to the meaning of any part of this letter or you still wish to exercise your option(s), you should contact your local HR manager. A copy of the offer document containing the terms and conditions of the Offer is available on the Sema Intranet. Yours faithfully For and on behalf of For and on behalf of Schlumberger Investments Sema plc /s/ Jean-Dominique Percevault /s/ Sir Julian Oswald Jean-Dominique Percevault Sir Julian Oswald Director Chairman *"Sema Advisory Committee" means a committee of the Sema Board consisting of Sir Julian Oswald, Pierre Bonelli and Harry Fryer, which has been charged with responsibility for considering and approving the proposals, the full Sema Board being in a transitional period following the Offer becoming unconditional. Printed by RR Donnelley Financial, 67626
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Filing Submission 0001021408-01-500298   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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