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.27 — Recommended Cash Offer by Schlumberger
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Exhibit 99(D)27
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
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.
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 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.
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
South Quay Plaza II Holborn
183 Marsh Wall London
London WC1V 7DJ
E14 9SH
Registered in
Registered in England England
No. 04157867 No. 1240677
23 April 2001
To: Swedish/Norwegian participants in the Sema Group plc 1998 Savings Related
Share Option Scheme (the SAYE Scheme)
Dear Participant
RECOMMENDED CASH OFFER BY SCHLUMBERGER INVESTMENTS FOR SEMA
You will be aware of the Offer (the Offer) made by Lehman Brothers on behalf
of Schlumberger Investments for Sema plc (Sema). Under the Offer, Schlumberger
Investments has agreed to pay 560p for each Sema Share. Schlumberger
Investments announced on 6 April 2001 that the Offer was unconditional in all
respects.
This letter explains the effect of the Offer on your rights under the SAYE
Scheme.
Effect of the Offer on your rights
Your share appreciation rights were granted at a fixed exercise price. You
were deemed to have exercised your share appreciation rights when the Offer
was declared unconditional. However, because the exercise price of your share
appreciation rights is higher than the Offer price of 560p per Sema Share, you
are not entitled to receive any money under your share appreciation rights.
1
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Your share appreciation rights will now lapse
What about my linked savings?
You should have received a separate letter detailing how to deal with your
linked savings.
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* 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.
Recommendation
The Sema Advisory Committee, which has been so advised by Credit Suisse First
Boston and NM Rothschild & Sons Limited considers the proposals to participants
in the SAYE Scheme 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 the Sema Advisory Committee's commercial assessments.
The Sema Advisory Committee recommends that, since you are not entitled to
receive any money under your share appreciation rights, you take no action and
in doing so, allow them to lapse.
Further information
If you are in any doubt about what you should do, 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 your local HR manager.
A copy of the offer document containing the terms and conditions of the Offer
is available on the Sema Intranet.
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
*"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.
Printed by RR Donnelley Financial, 49913
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