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.19 — Recommended Cash Offer by Schlumberger
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Exhibit 99(D)19
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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Sema plc
Schlumberger Investments 233 High
8th Floor South Quay Holborn
Plaza 2 London
183 Marsh Wall WC1V 7DJ
London
E14 9SH Registered in
England
Registered in England No. 1240677
No. 04157867
13 April 2001
To: US Participants in the Sema 2000 Stock Purchase Plan (the Stock Purchase
Plan)
Dear Participant
RECOMMENDED CASH OFFER BY SCHLUMBERGER INVESTMENTS FOR SEMA
1.Introduction
You will be aware of the Offer (the Offer) made by Lehman Brothers on behalf
of Schlumberger Investments for Sema plc (Sema).
(i)Option(s) now exercisable
Schlumberger Investments announced on 6 April 2001 that the Offer was
unconditional in all respects. All outstanding option(s) to purchase Sema
American Depositary Shares (Sema ADSs), under the Stock Purchase Plan may now
be exercised. This letter explains the choices open to you under the Stock
Purchase Plan 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 your HR
representative by 5.00 p.m. on 11 May 2001. If you take no action, your
option(s) will in due course lapse and become worthless as explained below. As
a result you would lose the ability to realise any value currently in your
option(s).
1
You are advised to refer to the Offer Document dated 21 February 2001 (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 and need another
copy before you make your choice, you may view a copy on the Sema US Intranet.
(ii)Compulsory acquisition
Please note that on acquiring 90% of the Sema Shares to which the Offer
relates Schlumberger Investments intends 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).
You will be notified when a Section 429 Notice is issued if you have not
already exercised your option(s). Options granted under the Stock Purchase
Plan that remain unexercised will lapse one month after such notification.
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, (the Exercise
and Acceptance Proposal) sell your Sema ADSs in the market, or retain
your Sema ADSs.
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) using your accrued contributions under the Stock Purchase Plan up to
the date you make your election and accepted the Offer.
Under the Cash Cancellation Offer, you will be paid cash in return for your
agreement to cancel your option(s) and your contributions in the purchase
account will be returned to you. The exact amount of the cash cancellation
payment will depend on the value of the Sema ADSs on the date on which your
election becomes effective, as explained below.
A summary of the tax treatment of United States tax resident option holders
who choose the Cash Cancellation Offer alternative is set out in the Appendix
to this letter.
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. You should then send the completed,
Form of Election to your HR representative to be received by no later than
5.00 p.m. on 11 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 withholding) with your pay for May (or
the week ending 18 May 2001 if you are a weekly paid employee). This amount
will be paid in US dollars and will be calculated using the exchange rate
obtainable on the spot market in London at approximately noon (London time) on
11 May 2001.
Choice 2 Exercise your option(s)
You may exercise your option(s) under the Stock Purchase Plan to subscribe for
Sema ADSs using your contributions made under the Stock Purchase Plan up to
and including the date of exercise. Given that the current value of Sema ADSs
is less than the value at the date of grant of your option(s), the exercise
price per Sema ADS is likely to be calculated as 85% of the closing price of
such Sema ADSs on Nasdaq on the date of exercise. On 11 April 2001, the last
practicable date prior to posting this letter the closing price for Sema ADSs
was $15.90. If when you exercise your option a Sema ADS is no longer traded on
Nasdaq the exercise price will be 85% of the Offer Price (1,120p).
2
You may then:
(i) accept the Offer in relation to the Sema ADSs you acquire; or
(ii) retain all or any of such Sema ADSs (although, as mentioned above, it
is intended that all Sema ADSs 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 ADSs in the market (although it may not be possible to
sell at the Offer Price of 1,120p per ADS and you will probably incur
dealing costs in respect of such sale).
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 ADS 1,120p in cash
If you accept the Offer in respect of the Sema ADSs 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 ADSs. You can only elect to receive US dollars in respect of all
your Sema ADSs acquired on exercise of your option(s) (you cannot elect to
receive both pounds sterling and US dollars).
A summary of the tax treatment of US tax resident option holders who choose to
exercise their options and accept the Offer is set out in the Appendix to this
letter and the United States federal income taxation section set out in
paragraph 14 of Appendix IV of the Offer Document should be read carefully
before deciding what course of action to take.
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 ADSs you acquire on exercise, you should tick Box B on the Form of
Election. By ticking Box B you are:
(i) instructing your employing company to apply your contributions in the
purchase account towards the subscription of Sema ADSs and for any
surplus contributions to be returned to you; and
(ii) authorising your employing company to transfer the Sema ADSs you would
have received to Schlumberger Investments and to pay you cash for
them.
You should then send your completed Form of Election to your HR representative
so as to be received no later than 5.00 p.m. on 11 May 2001.
If you have properly completed and returned the Form of Election as instructed
above you will be posted a cheque for the amount due to you (after any
withholding) within 14 days of Computershare Trust Company of New York
(Schlumberger Investments' forwarding 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 Vance Shaffer
at Sema US 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 as explained at 1.(i) above. You will lose the right to acquire Sema
ADSs and the ability to realise any value in your option(s).
3
3.General
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 Stock Purchase Plan 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 relevant Stock Purchase Plan.
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/1/ 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 Stock Purchase Plan 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 those
Sema directors' 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 Vance Schaffer at Sema Inc., Concourse Parkway, Suite 2700, Atlanta GA
30328 on 001 770 280 3190.
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
Vice-President, European Affairs Chairman
/1/"Sema Advisory Committee" means a committee of the Sema Board consisting of
Sir Julian Oswald, Pierre Bonelli and Harry Frier, 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 States Tax Treatment
Summarised below are some of the United States taxation implications of the
courses of action described in this letter for participants resident or
ordinarily resident in the United States of America 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 any jurisdiction other than the
United States, you should consult your own appropriate professional adviser
before taking any action.
You should also refer to paragraph 14 of Appendix IV of the Offer Document for
additional information on United States federal income taxation relating to
the Offer.
ACCEPTANCE OF THE CASH CANCELLATION OFFER
If you accept the Cash Cancellation Offer, (i) your contributions to the Stock
Purchase Plan (which will be returned to you) will not be subject to any
taxation and (ii) any amount received in excess of your contributions will be
taxed as ordinary income and subject to applicable withholding of taxes and
social security (federal, state and local income taxes, FICA, etc.).
EXERCISE OF OPTION(S) AND ACCEPTANCE OF THE OFFER
If you decide to exercise your option(s), you will not be subject to any
taxation at the time of exercise. Upon a sale of the Sema ADSs acquired upon
exercise, however, you will have ordinary income equal to the discount you
receive upon such exercise. The discount, as applicable here, will be equal to
the fair market value of a Sema ADS on the date of exercise less the price you
paid for such Sema ADS. The difference, if any, between the sale price of your
ADSs from the fair market value of such Sema ADSs on the date of exercise will
be taxed as short-term capital gains. There will be no withholding on any
amount deemed to be ordinary income but tax and social security will become
payable in due course. (Please note that the taxation described above assumes
that the Sema ADSs acquired upon exercise of your option(s) will not be held
for at least two years from the date of grant of your option(s) and one year
from the date of exercise. Different tax results may occur if you hold the
Sema ADSs in satisfaction of the foregoing holding periods, although as
indicated above Schlumberger Investments has indicated its intention to
acquire compulsorily all or any of such Sema ADSs following the service of a
Section 429 Notice).
----------------
The foregoing tax discussion is intended to be a general description of
certain expected federal income tax results under current law. No attempt has
been made to address any state and local, foreign or estate and gift tax
consequences that may arise in connection with participation in the Stock
Purchase Plan. All affected individuals should consult their own advisors for
any specific advice as to their own tax situation or if they wish any further
details or have special questions.
Printed by RR Donnelley Financial, 73935
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