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.22 — Recommended Cash Offer by Schlumberger
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Exhibit 99(D)22
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
the proposals set out in this letter 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 and the proposals set out in this
letter. 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 the proposals set out in this letter 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 and the proposals set out in
this letter.
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.
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Schlumberger Investments Sema plc
8th Floor 233 High
South Quay Plaza II Holborn
183 Marsh Wall London
London WC1V 7DJ
E14 9SH
Registered in
Registered in England England
No. 04157867 No. 1240677
23 April 2001
To: Non-UK tax resident holders of options granted before 15 October 1998
under the Sema Group plc 1994 Senior Executive Share Option Scheme (the
Executive Scheme)
Dear Option Holder
RECOMMENDED CASH OFFER BY SCHLUMBERGER INVESTMENTS FOR SEMA
1.Introduction
You should already have received (for information only) the Offer Document
dated 21 February 2001 (the Offer Document) which contains the terms and
conditions of the Offer (the Offer) made by Lehman Brothers on behalf of
Schlumberger Investments for Sema plc (Sema).
(i)Option exercise price
You are reminded that, following a share capitalisation in May 1998, the
exercise price of options previously granted under the Executive Scheme was
adjusted as follows:
1
[Download Table]
Exercise Price per
Current Exercise Sema Share on
Price original option
Date of Grant per Sema Share certificate
27 April 1994 99.54p 408.00p
5 March 1996 142.48p 584.00p
6 May 1997 306.875p 1227.5p
Note: the number of Sema Shares under options granted in 1997 was multiplied
by 4 pursuant to the adjustment and the number of Sema Shares under options
granted in 1994 and 1996 was multiplied by 4.099 pursuant to the adjustment.
The adjusted option entitlements should be reflected in an amended option
certificate issued to you following the adjustment.
Options granted on 14 October 1998 remain unadjusted.
(ii)Option(s) now exercisable
Schlumberger Investments announced on 6 April 2001 that the Offer is
unconditional in all respects. All outstanding options under the Executive
Scheme which were not already exercisable have now become exercisable and,
where relevant, performance targets have been waived. This letter explains the
choices open to you in respect of your option(s) under the Executive Scheme
and the steps you should take to give effect to your choice.
Enclosed with this letter is a form of election (the Form of Election) which
you should use to make your choice and which must be returned to the Company
Secretarial Department at Sema plc, 233 High Holborn, London WC1V 7DJ by 5.00
p.m. on 14 May 2001. If you take no action, your option(s) will in due course
lapse and become worthless. As a result you would lose the ability to realise
any value currently in your option(s).
You are advised to refer to the Offer Document, which contains the full terms
and conditions of the Offer, when considering your choices. Words and
expressions in this letter and the Form of Election have the same meaning as
in the Offer Document unless stated otherwise. If you have lost your copy of
the Offer Document you may view a copy on the Sema Intranet.
(iii)Compulsory acquisition
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 Executive Scheme that remain unexercised will lapse
at the end of the compulsory acquisition period which will expire on Monday 4
June 2001.
2.Courses of Action
In summary, your choices are as follows:
1. To accept a cash payment in return for the cancellation of your
option(s) (the Cash Cancellation Offer); or
2. To exercise your option(s) and either accept the offer, sell your Sema
Shares in the market, or retain your Sema Shares (the Exercise and
Acceptance Proposal).
Choice 1 Cash Cancellation Offer
You may accept a cash payment in return for cancelling your option(s). This
effectively gives you the gain you would have made if you had exercised your
option(s) in full and accepted the Offer.
Under the Cash Cancellation Offer, Schlumberger Investments will pay you cash
in return for your agreement to cancel your option(s). The amount of the cash
cancellation payments for each Sema Share under your option(s) will be the
difference between the Offer Price of 560p per share and the exercise price of
your option(s) for that share.
Any cash cancellation payment will be made subject to any withholding or
deduction obligation arising in the jurisdiction in which you are ordinarily
employed.
2
Procedure to accept the Cash Cancellation Offer
If you wish to accept the Cash Cancellation Offer for your option(s), you
should tick Box A of the Form of Election against each option(s) in respect of
which you wish to accept the Cash Cancellation Offer. You should then send the
completed Form of Election to the Company Secretarial Department at Sema plc,
233 High Holborn, London WC1V 7DJ to be received by not later than 5.00 p.m.
local time on 14 May 2001.
If you have elected to accept the Cash Cancellation Offer for your option(s),
then provided that you have properly completed and returned the Form of
Election as instructed, you will be paid the cash cancellation payment to
which you are entitled (subject to any deduction or withholding obligations)
with your pay for June.
Choice 2 Exercise your option(s)
You may now exercise your option(s) under the Executive Scheme to acquire Sema
Shares. You may do this even if it is less than 3 years from the original date
of grant of your option(s).
You may then:
(i) accept the Offer in relation to the Sema Shares you acquire; or
(ii) retain all or any of such Sema Shares (although it is intended that
such shares will be compulsorily acquired by Schlumberger Investments
on the terms of the Offer following the service of a Section 429
Notice); or
(iii) sell your Sema Shares in the market. However, it may not be possible
to sell at the Offer Price of 560p and you will probably incur
dealing costs in respect of such sale. It is also expected that Sema
Shares will have their listing on the London Stock Exchange cancelled
within the next couple of months.
If you exercise your option(s) and accept the Offer using the enclosed Form of
Election, you will be entitled to receive in accordance with the terms set out
in the Offer Document:
for each Sema Share 560p in cash
If you accept the Offer in respect of the Sema Shares acquired on exercise of
your option(s), instead of receiving cash consideration in pounds sterling,
you may elect to receive it in US dollars. If you make such an election, the
cash to which you would otherwise be entitled under the Offer will be
converted, without charge, from pounds sterling to US dollars at the exchange
rate obtainable on the spot market in London at approximately noon (London
time) on the date the cash consideration is made available by Schlumberger
Investments to the relevant payment agent for delivery in respect of the
relevant Sema Shares. You can only elect to receive US dollars in respect of
all your Sema Shares acquired on exercise of your option(s) (you cannot elect
to receive both pounds sterling and US dollars).
Procedure to exercise your option(s) and accept the Offer
If you wish to exercise your option(s) and accept the Offer in respect of the
Sema Shares you acquire on exercise, you should tick Box B on the Form of
Election. You will need to fund the exercise cost of your option(s) and the
Form of Election must therefore be accompanied by a cheque made payable to
Sema plc for the full exercise cost.
If you wish to use the NatWest Finance Facility, you should complete the
enclosed Finance and Acceptance Facilities Form and not the Form of Election.
You should then send either (i) your completed Form of Election and cheque or
(ii) your completed Finance and Acceptance Facilities Form to the Company
Secretarial Department at Sema plc, 233 High Holborn, London WC1V 7DJ so as to
be received no later than 5.00 p.m. local time on 11 May 2001.
If you have properly completed and returned the Form of Election or Finance
and Acceptance Facilities Form as instructed above you will be posted a cheque
for the amount due to you (subject to any deduction or withholding
obligations) within 14 days of Computershare Services PLC (Schlumberger
Investments' receiving agent in respect of the Offer) receiving your completed
Form of Election.
Procedure to exercise your option(s) but not accept the Offer
If you wish to exercise your option(s) but you do not wish to accept the
Offer, do not complete the Form of Election. You should contact your local HR
manager who will supply you with the necessary form.
Take no action
If you take no action, your option(s) will lapse in due course and become
worthless. You will lose the right to acquire Sema Shares and the ability to
realise any value in your option(s).
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3.General
The acceptance of the Cash Cancellation Offer or the exercise of your option(s)
under the Executive Scheme will have tax consequences for you. You are
recommended to confirm your taxation position with your independent financial
adviser. Please also refer to the separate document entitled Local Taxation
Implications which is being sent to option holders in certain (but not all)
jurisdictions.
If you have more than one unexercised option(s), you may wish to make different
choices for each option(s) (for example, you may wish to exercise only one of
your options). However, you may not use the enclosed Form of Election to make
more than one choice in respect of the same option(s).
If you are already in a special exercise period which is unconnected with the
Offer (for example, because you have already left the employment of the Sema
Group and have an existing right to exercise your option(s)), you can only
exercise your option(s) during that special period or any shorter period which
arises under the rules of the Executive Scheme as a result of the Offer.
Nothing in this letter serves to extend the life of an option(s) which lapses
(or has already lapsed) under the rules of the Executive Scheme.
4.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.
5.Recommendation
The Sema Advisory Committee, which has been so advised by Credit Suisse First
Boston and NM Rothschild & Sons Limited, considers the proposals to option
holders under the Executive Scheme set out in this letter to be fair and
reasonable. 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. The Sema Advisory Committee
recommend that participants accept either the Exercise and Acceptance Proposal
or the Cash Cancellation Offer according to their individual circumstances.
6.Further Assistance
The decision as to which course of action to take is a matter for you. You
should bear in mind, in particular, the time limits and tax position explained
in this letter.
If you are in any doubt about which course of action to choose, 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 you should
contact your local HR manager.
Yours faithfully
For and on behalf of For and on behalf of
Schlumberger Investments Sema plc
/s/ Jean-Dominique Percevault Director /s/ Sir Julian Oswald
Jean-Dominique Percevault Director Sir Julian Oswald
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, 82678
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