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.34 — Form of Election
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Exhibit 99 (D)34
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 advisor
authorised under the Financial Services Act 1986 or from another appropriate
authorised independent financial adviser.
This Form of Election should be read in conjunction with the offer document
addressed to the holders of Sema Shares dated 21 February 2001 (the Offer
Document) and the letter from Schlumberger Investments and Sema plc (Sema)
accompanying this Form (the Letter). The definitions used in the Offer
Document and the Letter apply in this Form of Election save where the context
otherwise requires.
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FORM OF ELECTION
Proposals to Participants in the Priority Call Management Inc. Amended and
Restated 1993 Stock Option Plan (the PCM ISO Plan)
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Once completed this Form of Election should be returned to your local HR
representative if you have chosen cash cancellation, or to Karen Jagram, AST,
250 Broadway, 14th Floor, New York, NY 10007, USA if you have chosen to
exercise your option(s) and accept the Offer. In order for this Form of
Election to be effective, it must be received no later than 5.00 p.m. on 14
May 2001.
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To: Sema plc
Schlumberger Investments
Computershare Services PLC
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1. WHICH OFFER DO YOU ELECT TO ACCEPT FOR YOUR OPTION(S)
[Download Table]
BOX A BOX B
Accept the Cash Exercise my
Cancellation option(s) and
Offer accept the Offer
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By ticking Box A, I irrevocably elect to accept the Cash Cancellation Offer in
respect of all my option(s) on the terms set out in the Letter and this Form.
By ticking Box B, I irrevocably elect to exercise all my option(s) which have
an exercise price of a dollar value on the date of exercise less than the
Offer price of 560p in respect of the Sema Shares available to me and to
accept the Offer in respect of the Sema Shares I thereby acquire.
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2. IF YOU TICKED BOX B, HOW DO YOU WANT TO PAY FOR THE EXERCISE OF YOUR
OPTIONS?
(Complete Box C only if you ticked Box B in Part 1)
BOX C
I enclose a cheque payable to Sema plc for the full exercise cost of the
options.
(Tick Box C)
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3. IF YOU TICKED BOX B IN RESPECT OF THE SEMA SHARES ACQUIRED ON EXERCISE OF
YOUR OPTION(S), DO YOU WANT TO RECEIVE THE PROCEEDS FROM YOUR ACCEPTANCE OF
THE OFFER IN US DOLLARS? (COMPLETE BOX D, BUT ONLY IF YOU TICKED BOX B IN
PART 1.)
BOX D
Please put YES in Box D to receive all of the cash due
to you (net of deductions for tax) from acceptance of
the Offer in respect of your Sema Shares acquired on
exercise of your option(s) in US dollars instead of
pounds sterling.
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4.I HEREBY:
(a) confirm that the elections which I have made in this Form of Election are
irrevocable;
(b) warrant that the option(s) in respect of which I have elected above are
valid and subsisting and free from all liens, charges and encumbrances of
any nature whatsoever, and acknowledge that any option certificate in
respect of such option(s) shall become void once the Sema Shares subject
to that option have been acquired pursuant to my elections in this Form of
Election;
(c) irrevocably authorise any director or officer of Sema or Schlumberger
Investments or any agent of such person as my attorney on my behalf to do
all acts and things and to execute any document as may be necessary or
desirable to give effect to the elections and acceptances I have made
above, and I hereby undertake to execute any further assurances that may
be required in connection with such elections and acceptances;
(d) confirm that all powers of attorney and authorities on the terms conferred
by this Form of Election are given by way of security for the performance
of my obligations and are irrevocable in accordance with Section 4 of the
Powers of Attorney Act 1971;
(e) undertake to confirm and ratify any action properly or lawfully taken on
my behalf by any attorney appointed by or pursuant to this Form of
Election;
(f) accept that the option certificate(s) issued in respect of the option(s)
granted to me in relation to which I have made elections and acceptances
under this form are cancelled; and
(g) confirm that I have read and agree to the Terms and Conditions attached to
this Form of Election and that I have received the Offer Document and the
Letter.
[Enlarge/Download Table]
Executed as a deed by the option holder: To be completed by witness (the witness must
be over 18 years of age and not the option
holder's spouse)
Name of option holder Name of Witness
(print): _________________________________(print):_____________________________________
Signature: _______________________________Signature:___________________________________
Date: ____________________________________Date:________________________________________
Address: _________________________________Address:_____________________________________
________________________________________________________________________________________
________________________________________________________________________________________
Your signature on this Form of Election must be witnessed because English law
requires you to execute this Form of Election as a deed to give effect to
certain instructions in the Form.
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TERMS AND CONDITIONS
1. The delivery of this Form of Election duly signed may, if Schlumberger
Investments determines it appropriate, be as effective as if it were duly
completed and received notwithstanding that it is not completed or received
strictly in accordance with the Form of Election, the instructions and
these Terms and Conditions.
2. If you incorrectly place a tick against any option which you do not hold,
that instruction will be ignored, but your remaining instructions may be
actioned.
3. By completing Box A in respect of your option(s) you irrevocably:
(a) release your option(s) over Sema Shares; and
(b) accept the Cash Cancellation Offer on the terms set out in the Letter
and authorise Schlumberger Investments to procure the payment to you of
the appropriate sum net of any withholding or employee's social
security charges through the payroll system.
4. By completing Box B in respect of your option(s) you irrevocably:
(a) elect to exercise your option(s), other than any out of the money
options;
(b) accept the Offer in respect of the Sema Shares allotted to you on the
exercise of your option(s);
(c) authorise each of Sema and Schlumberger Investments, jointly and
severally, any director or officer of Sema and Schlumberger
Investments, or any agent of such person as your attorney to execute on
your behalf a Form of Acceptance of the Offer, and a form of transfer
in favour of Schlumberger Investments in respect of those Sema Shares,
and you are thereby deemed to give the various warranties,
representations, agreements, undertakings and authorities set out in
Parts A and B of Appendix I of the Offer Document;
(d) authorise Sema to procure the registration of the transfer of those
Sema Shares and the delivery of a certificate in respect of those Sema
Shares to Schlumberger Investments or as it may direct;
(e) authorise Sema or Schlumberger Investments or Computershare Services
PLC, or any of their agents, to deduct from the cash consideration due
to you under the Offer such amount as is necessary to discharge any tax
or social security liability which arises as a result of the exercise
of the option and account for the sum to the appropriate authorities;
and
(f) authorise Schlumberger Investments or Computershare Services PLC to
send to you or procure the sending to you of a cheque in respect of any
cash due to you (less any applicable taxes) at the address you have
shown on this Form of Election and at your risk.
5. By ticking Box C, you irrevocably warrant that any cheque for the amount
due on exercise of your option(s) will, when presented, be honoured on
first presentation.
6. By completing Box D you irrevocably elect to receive US dollars instead of
pounds sterling on the terms set out in paragraph 11 of part B of Appendix
1 to the Offer Document in respect of all of the cash proceeds due to you
(net of deductions for any applicable taxes) to which you are entitled from
acceptance of the Offer in respect of the Sema Shares acquired on exercise
of your option(s). You accept that any fluctuation in the US dollar / pound
sterling exchange rate will be at your risk.
7. The Letter and the Form of Election shall be governed by, and construed in
accordance with, English law.
8. Accidental omission to despatch this Form of Election or the Letter to, or
any failure to receive the same by, any person to whom the proposals are
made or should be made shall not invalidate the proposals in any way.
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