Schlumberger Ltd/NV, et al. – ‘SC TO-T/A’ on 4/24/01 re: Sema Group PLC – EX-99.A.22

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

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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.A.22   —   Notice to Non Assenting Shareholders

EX-99.A.22
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                                                                 Exhibit 99(a)22

COMPANIES FORM No. 429(4)                                                       
Notice to non-assenting shareholders                                            
Pursuant to section 429(4) of the Companies Act 1985                      429(4)
as inserted by Schedule 12 to the Financial Services Act 1986                   

UNIBANK A/S                                                       
(UBCC)                                                            
C/O CITIBANK NA                                                   
336 STRAND                                                        
LONDON                                                            
WC2R 1HB                                                          

A takeover offer (the "Offer") was made on 21 February 2001 by Lehman 
 Brothers Europe Limited and Lehman Brothers Inc. ("Lehman Brothers") on
 behalf of Schlumberger Investments (the "Offeror") for the whole of the
     issued ordinary share capital of Sema plc ("Sema") and any further ordinary
     shares of Sema which are unconditionally allotted or issued before the date
on which the Offer closes ("Sema Shares").                            

The Offeror has, within four months of making the Offer, acquired or  
     contracted to acquire not less than nine-tenths in value of the Sema Shares
     to which the Offer relates. The Offeror gives notice that it now intends to
   exercise its right under section 429 of the Companies Act 1985 to acquire
the Sema Shares held by you.                                          

  The terms of the Offer are set out and referred to in the offer document
dated 21 February 2001 (the "Offer Document") and provide for the Sema
Shares to be acquired on the following basis:                         

       for each Sema Share                     560 pence in cash

You may elect, subject to the terms of the Offer set out in the Offer 
   Document, to receive the cash consideration to which you will be entitled
    in US dollars on the basis that the cash amount payable in pounds sterling
     to which you would otherwise be entitled pursuant to the terms of 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
  the Offeror to the relevant payment agent for delivery in respect of the
Sema Shares.                                                          

  As these terms include a choice of consideration, you should, within six
    weeks of the date of this notice, inform the Offeror in writing by post or
by hand, at Computershare Services PLC, PO Box 859, The Pavilions,    
    Bridgwater Road, Bristol BS99 1XZ or, by hand only (during normal business
   hours), to Computershare Services PLC, 7/th/ Floor, Jupiter House, Triton
   Court, 14 Finsbury Square, London EC2A 1BR, which of the choices you wish
     to accept. If you fail to accept the Offer or fail to make a valid election
   for the currency of the cash consideration you wish to receive within six
   weeks of the date of this notice and do not make application to the Court
  (see below), and the Offeror has not otherwise acquired or contracted to
    acquire your Sema Shares, the Offeror will acquire your Sema Shares on the
basis of 560 pence in cash for each Sema Share.                       

    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 the Offer Document or any related documents
    are not being, and must not be, mailed or otherwise distributed or sent in
or into Australia, Canada or Japan.                                   

     NOTE: You are entitled under section 430C of the Companies Act 1985 to make
     application to the Court within six weeks of the date of this notice for an
  order either that the Offeror shall not be entitled and bound to acquire
    your Sema Shares or that different terms to those of the Offer shall apply
     to the acquisition. If you are contemplating such an action you may wish to
seek independent legal advice.                                        

EX-99.A.22
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Signed for and on                                                     
behalf of Schlumberger Investments                                    

/s/ Neil Ray                                                          

Neil Ray                                                              
  Secretary                                           Dated: 23 April 2001

Any communication regarding the above notice should be addressed to   
 Computershare Services PLC, PO Box 859, The Pavilions, Bridgwater Road,
Bristol BS99 1XZ.