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.21 — Recommended Cash Offer by Schlumberger
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Exhibit 99(D)21
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
E14 9SH WC1V 7DJ
Registered in England Registered in
No. 04157867 England
No. 1240677
23 April 2001
To: 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:
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[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)Options now exercisable
Schlumberger Investments announced on 6 April 2001 that the Offer was
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 233 High Holborn, London WC1V 7DJ by 5.00 p.m. on 14
May 2001. If you take no action, your options 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 rights to
acquire compulsorily any minority shareholdings in Sema by giving notice
pursuant to Section 429 of the 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, cash will be paid to you in return for your
agreement to cancel your option(s). The amount of the cash cancellation
payment for each Sema Share under your option(s) will be the difference
between the Offer Price of 560p per Sema Share and the exercise price of your
option(s) for that Sema Share.
As mentioned in the Appendix (United Kingdom Tax Treatment) to this letter,
the cash cancellation payment is fully subject to income tax and the income
tax liability for UK tax resident option holders will be deducted through the
PAYE system. Acceptance of the Cash Cancellation Offer may therefore be
inappropriate if you hold options which are not subject to income tax on
exercise.
2
Procedure to accept the Cash Cancellation Offer
If you wish to accept the Cash Cancellation Offer for an option, you should
tick Box A of the Form of Election against that option. 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. 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 a payroll deduction in satisfaction of the
PAYE due) with your pay for June 2001.
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 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 your completed Form of Election together with your 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. on 14 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 (after deduction of any PAYE liability in relation
to unapproved options granted on 6 May 1997 and 14 October 1998 under the
Executive Scheme) 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 the Company
Secretarial Department at Sema plc, on 020 7830 4215 or email
emma.turner@sema.co.uk 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 exercise of your option(s) under the Executive Scheme will have tax
consequences for you. Please read the Appendix (United Kingdom Tax Treatment)
to this letter and the United Kingdom Taxation section set out in paragraph 13
of Appendix IV of the Offer Document carefully before deciding what course of
action to take.
If you have more than one unexercised option, you may wish to make different
choices for each option (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.
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), you can only
exercise your option 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 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, consider 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 option holders 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 the Company Secretarial Department of Sema plc on 020 7830 4215 or
email emma.turner@sema.co.uk
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.
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APPENDIX
United Kingdom Tax Treatment
Summarised below are some of the United Kingdom taxation implications of the
courses of action described in this letter for option holders resident or
ordinarily resident in the UK for tax purposes. This appendix is for guidance
only. The precise implications for you will depend on your particular
circumstances and, if you are in any doubt as to your taxation position or you
are subject to taxation in a jurisdiction other than the UK, you should
consult your own appropriate professional adviser before taking any action.
You should also refer to paragraph 13 of Appendix IV of the Offer Document for
additional information on UK taxation relating to the Offer.
1.Acceptance of the Cash Cancellation Offer
(i) The cash cancellation payment will be subject to income tax in full and
this income tax liability will be deducted at source under the PAYE
system unless you are a former employee of the Sema Group in which case
only basic rate tax will be deducted. You should note that this charge
to income tax arises irrespective of whether you would be entitled to
exercise your option without any charge to income tax arising. There
will be no National Insurance since your option was granted before 6
April 1999.
(ii) A condition of acceptance of the Cash Cancellation Offer will be that
the amount of your income tax liability will first be deducted from
the cash cancellation payment due to you and you will receive only the
net amount.
2.Exercise of options and acceptance of the offer
(A)Income tax--Approved options granted under the Executive Scheme
(i) An income tax charge will arise on the exercise of any Inland Revenue
approved option granted on 14 October 1998 but will only arise on the
exercise of approved options granted before that date if you have
exercised Inland Revenue approved options (other than options under an
approved savings related scheme) within the last three years in
circumstances where no income tax liability arose. Exercise of more
than one option on the same day, each of which is free from income tax
liability, will not prejudice the income tax free treatment of other
options exercised on the same day. There will be no National Insurance
since your option was granted before 6 April 1999.
(ii) The income tax charge will be calculated on the amount by which the
market value of your Sema Shares on the date of exercise of the option
exceeds the exercise price of the option.
(iii) You will need to declare any income tax liability arising on exercise
of your approved options to the Inland Revenue on your tax return
relating to the year in which the option was exercised (that is the
tax year ending 5 April 2002). This tax will not be deducted at
source under the PAYE system. You will be required to notify the
Inland Revenue (the Inspector of Taxes for your tax district) even if
you do not automatically receive a tax return. You may therefore need
to request a self-assessment return form for completion and
submission to the Inland Revenue. You are strongly recommended to put
aside enough money to pay the tax which will be due on 31 January
2003.
(B)Income tax--Unapproved options granted under the Executive Scheme
(i) An income tax charge will arise on the exercise of your unapproved
option.
(ii) The income tax charge on exercise will be calculated on the amount by
which the market value of your Sema Shares on the date of exercise of
the option exceeds the exercise price of the option.
(iii) The income tax liability in respect of your options granted on 6 May
1997 and 14 October 1998 under the Executive Scheme will be deducted
at source under PAYE. A condition of the exercise of such options
will be that you authorise Schlumberger Investments and/or Sema to
deduct from the cash proceeds arising on acceptance of the Offer such
amount as is necessary to discharge any PAYE liability which arises
on exercise of these options.
(C)Capital Gains Tax--the Executive Scheme
(i) Whether or not an income tax charge arises when you exercise your
option you may be chargeable to capital gains tax on disposal of the
Sema Shares you acquire on exercise of your option. Acceptance of the
Offer or a sale in the market would amount to a disposal for these
purposes.
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Inland Revenue approved options exercised without income tax charge.
(ii) If you sell or accept the Offer in respect of the Sema Shares you
acquire on exercise of your option, the amount of any capital gain
will be the excess of the proceeds from any subsequent sale or the
acceptance of the Offer (being 560p per Sema Share acquired if you
accept the Offer) over the base cost of your Sema Shares. The base
cost will normally be the exercise price of the option.
Options subject to an income tax charge on exercise.
(iii) If you are liable to income tax on the exercise of your approved or
unapproved options, any capital gain will be the excess of the
proceeds from any subsequent sale or acceptance of the Offer (being
560p per Sema Share acquired if you accept the Offer) over the base
cost of your Sema Shares. The base cost will normally be the market
value of your Sema Shares on the date of exercise. These two amounts
may be similar, in which case no charge or only a minimal charge to
capital gains tax would arise.
(iv) You should note that liability to tax on capital gains will arise only
to the extent that your total capital gains (less any available
reliefs and allowances) for the tax year exceeds the annual exempt
amount for each individual (which is (Pounds)7,500 for the 2001/2002
tax year).
(v) In relation to the calculation of any capital gains tax liability, you
should note that, if you have disposed of any Sema Shares, by accepting
the Offer or otherwise, and within 30 days of doing so have acquired
Sema Shares (for example, by exercising your option), the Sema Shares
which you acquired on exercise of such option will be identified for
capital gains tax purposes with those previously disposed of. This
means that the base cost of your Sema Shares disposed of will be
treated as equal to the base cost of the Sema Shares subsequently
acquired. If this applies to you, you are strongly advised to seek your
own independent financial advice immediately.
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