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.33 — Form of Election
| EX-99.D.33 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
Exhibit 99(D)33
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.
This Form of Election should be read in conjunction with the letter from
Schlumberger Investments and Sema plc (Sema) accompanying this Form (the
Letter). The definitions used in the Letter apply in this Form of Election
save where the context otherwise requires.
-------------------------------------------------------------------------------
FORM OF ELECTION
Proposals to Canadian holder of an option granted on 14 October 1998 under the
Sema Group plc 1994 Senior Executive Share Option Scheme (the Executive
Scheme).
-------------------------------------------------------------------------------
Once completed this Form of Election should be returned to the Company
Secretarial Department at Sema plc, 233 High Holborn, London WC1V 7DJ. 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.
1
To: Sema plc
Schlumberger Investments
Computershare Services PLC
-------------------------------------------------------------------------------
1. DO YOU ACCEPT THE CASH CANCELLATION OFFER?
[Download Table]
BOX A
Exercise Price* Accept the Cash
per Cancellation
Date of Grant Sema Share Offer
------------- --------------- ---------------
14 October 1998 480p [________]
By ticking Box A, I irrevocably elect to accept the Cash Cancellation Offer on
the terms set out in the Letter and this Form.
-------------------------------------------------------------------------------
2.I HEREBY:
(a) confirm that the elections which I have made in this Form of Election are
irrevocable;
(b) warrant that each option in respect of which I have elected above is 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 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 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 certificates issued in respect of the options
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.
2
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 a particular option you irrevocably:
(a) release that option 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. The Letter and the Form of Election shall be governed by, and construed in
accordance with, English law.
5. Accidental omission to despatch this document 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.
3
| EX-99.D.33 | Last Page of 4 | TOC | 1st | Previous | Next | ↓Bottom | Just 4th |
|---|
Printed by RR Donnelley Financial, 76891
↑Top
Filing Submission 0001021408-01-500298 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., Apr. 26, 9:58:35.1pm ET 