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.18 — Recommended Cash Offer by Schlumberger
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EXHIBIT 99(D)18
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 Holborn
South Quay Plaza II London
183 Marsh Wall WC1V 7DJ
London
E14 9SH Registered in England
No. 1240677
Registered in England
No. 04157867
24 April 2001
To: Malaysian 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 sent by email (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(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
Shares 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 Elisabeth Ng
at LHS Asia Pacific Sdn Bhd, Suite FO1, First Floor, 2310 Century Square,
Jalan Usahawan, 63000 Cyberjaya, Selangor Darul Ehsan, West Malaysia by 5.00
p.m. on 15 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, 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.
(ii)Compulsory acquisition
Please note that on 23 April 2001 Schlumberger Investments exercised its right
to acquire compulsorily any minority shareholdings in Sema by giving notice
pursuant to Section 429 of the UK Companies Act 1985. Options granted under
the Stock Purchase Plan that remain unexercised will lapse at the end of the
period of one month from the date of this letter.
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 Shares in the market, or retain
your Sema Shares.
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 again depend on the value of the Sema Shares on the date on which
your election becomes effective, as explained below.
A summary of the tax treatment of Malaysian 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 Elisabeth Ng at LHS Asia Pacific Sdn Bhd, Suite FO1, First
Floor, 2310 Century Square, Jalan Usahawan, 63000 Cyberjaya, Selangor Darul
Ehsan, West Malaysia to be received by no later than 5.00 p.m. on 15 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 June (or
during June 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 15 May 2001.
Choice 2 Exercise your option(s)
You may exercise your option(s) under the Stock Purchase Plan to subscribe for
Sema Shares using your contributions made under the Stock Purchase Plan up to
the date of exercise. Given that the current value of Sema Shares is less than
their value at the date of grant of your option(s), the exercise price is
likely to be calculated by reference to the mid market quotation for Sema
Shares as derived from the Daily Official List of the London Stock Exchange on
the date of exercise. Accordingly, by exercising your option you may use your
contributions to acquire Sema Shares at a price per Sema Share of 85% of the
value of a Sema Share on the date of exercise. On 20 April 2001, the last
practicable date prior to posting this letter, the mid market quotation for
Sema Shares was 558p. If when you exercise your option a Sema Share is no
longer traded on the London Stock Exchange the exercise price will be 85% of
the Offer Price (560p).
2
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, as mentioned above,
such Sema 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 (although it may not be possible
to sell at the Offer Price of 560p per Sema Share and you will
probably incur dealing costs in respect of such sale. You should also
note that Sema Shares will have their listing on the London Stock
Exchange cancelled on 9 May 2001).
If you exercise your option 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).
A summary of the tax treatment of Malaysian tax resident option holders who
choose to exercise their option(s) and accept the Offer is set out in the
Appendix to this letter. You should read this 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 Shares 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 Shares and for any
surplus contributions to be returned to you; and
(ii) authorising your employing company to transfer the Sema Shares you
would have received to Schlumberger Investments and to pay you cash
for them.
You should then send your completed Form of Election to Elisabeth Ng at LHS
Asia Pacific Sdn Bhd, Suite FO1, First Floor, 2310 Century Square, Jalan
Usahawan, 63000 Cyberjaya, Selangor Darul Ehsan, West Malaysia so as to be
received no later than 5.00 p.m. on 15 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 Elisabeth Ng at
LHS Asia Pacific Sdn Bhd, Suite FO1, First Floor, 2310 Century Square, Jalan
Usahawan, 63000 Cyberjaya, Selangor Darul Ehsan, West Malaysia 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
Shares 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 and 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 Elisabeth Ng on 0060 383 11 28 28.
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
/1/"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.
4
Malaysian Tax Treatment
Summarised below are some of the Malaysian taxation implications of the
courses of action described in this letter for participants resident in
Malaysia 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 Malaysia, you should consult your own
appropriate professional adviser before taking any action.
ACCEPTANCE OF THE CASH CANCELLATION OFFER
If you accept the cash cancellation offer,
1. your contributions to the Stock Purchase Plan (which will be returned to
you), will not be subject to any taxation;
2. cash amounts received in excess of your contributions could represent the
following;
(i) interest -- this would be taxed only when it is remitted to Malaysia.
Foreign tax relief against the Malaysian tax payable will be given for
the foreign tax paid. There will be no social security obligations nor
withholding tax on the interest amount.
(ii) cash in excess of contributions and interest -- this would be taxable
as an employment sourced income and withholding tax and social
security contributions would be applicable.
EXERCISE OF OPTION AND ACCEPTANCE OF THE OFFER
If you decide to exercise your option, you will be subject to taxation at the
time of exercise. The taxable benefit is equivalent to the difference between
the fair market value of the Sema Share on the date of exercise and the price
paid for such Sema Share.
There is no withholding tax and social security on the taxable benefit.
The subsequent disposal of such Sema Share will not attract Malaysian tax.
5
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