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.25 — Recommended Cash Offer by Schlumberger
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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.
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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 England Registered in
No. 04157867 England
No. 1240677
24 April 2001
To: Canadian tax resident holders of options granted on 14 October 1998 under
the Sema Group plc 1994 Senior Executive Share Option Scheme (the Executive
Scheme).
Dear Option Holder
RECOMMENDED CASH OFFER BY SCHLUMBERGER INVESTMENTS FOR SEMA
1.Introduction
Schlumberger Investments (Schlumberger) has made a cash offer for Sema plc
(Sema) which was declared unconditional in all respects on 6 April 2001 (the
Offer).
This letter sets out the specific proposals being put forward by Schlumberger
in relation to your option to acquire shares in Sema under the Executive
Scheme (your Option).
The Offer is not being made, directly or indirectly, in Canada. Accordingly,
Schlumberger is unable to extend the Offer to you and has therefore decided to
give you the opportunity to release your Option in exchange for a cash payment
measured by the excess of 560 pence (being the Offer price for Sema Share)
over the exercise price per Sema Share under your Option.
(i)Option exercise price
We understand you hold an option granted under the Executive Scheme on 14
October 1998 with an exercise price of 480p per Sema Share.
1
(ii)Option now exercisable
Schlumberger Investments announced on 6 April 2001 that the Offer is
unconditional in all respects. All outstanding options under the Executive
Scheme which were not already exercisable have now become exercisable and,
where relevant, performance targets have been waived. This letter explains the
choices open to you in respect of your Option under the Executive Scheme and
the steps you should take to give effect to your choice. You are strongly
advised to read this document carefully before deciding which course of action
is most appropriate to your own personal circumstances.
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 the Company
Secretarial Department at Sema plc, 233 High Holborn, London WC1V 7DJ by 5.00
p.m. on 14 May 2001. If you take no action, your option will in due course
lapse and become worthless. As a result you would lose the ability to realise
any value currently in your Option.
(iii)Compulsory acquisition
Please note that Schlumberger Investments has today exercised its right to
acquire compulsorily any minority shareholdings in Sema by giving notice
pursuant to Section 429 of the UK Companies Act 1985 (a Section 429 Notice).
Options granted under the Executive Scheme that remain unexercised will lapse
at the end of the compulsory acquisition period which will expire on Monday 4
June 2001.
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
(the Cash Cancellation Offer); or
2. To exercise your Option and then sell and/or retain your Sema Shares; or
3. Take no further action in which case your Option will in due course
lapse.
Choice 1 Cash Cancellation Offer
You may accept a cash payment in return for cancelling your Option which
effectively gives you the gain in your Option.
Under the Cash Cancellation Offer, Schlumberger Investments will pay you cash
in return for your agreement to cancel your Option. The amount of the cash
cancellation payments for each Sema Share under your Option will be the
difference between the Offer Price of 560p per share and the exercise price of
your Option being 480p, ie 80p.
Any cash cancellation payment will be made subject to any withholding or
deduction obligation arising in the jurisdiction in which you are ordinarily
employed.
Procedure to accept the Cash Cancellation Offer
If you wish to accept the Cash Cancellation Offer for your Option, you should
tick Box A of the Form of Election against your Option. You should then send
the completed Form of Election to the Company Secretarial Department at Sema
plc, 233 High Holborn, London WC1V 7DJ to be received by no later than 5.00
p.m. local time on 14 May 2001.
If you have elected to accept the Cash Cancellation Offer for your Option,
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 deduction or withholding obligations)
with your pay for June.
Choice 2 Exercise your Option
Options granted under the Executive Scheme are now immediately exercisable. If
you wish to exercise your Option, please contact the Company Secretarial
Department at Sema plc, on 0044 207 830 4215, or email emma.turner@sema.co.uk.
You will then have to give written notice to Sema enclosing your option
certificate and a cheque in sterling for the total amount payable on the
exercise of the Option.
2
You will be able to deal with the Sema shares that arise from the exercise of
your Option in the following ways:
(i) sell your Sema Shares in the market
You should be aware that as Schlumberger has acquired a large percentage of
the existing Sema Shares, the market for Sema Shares is likely to be small.
Therefore it may be difficult for you to find purchasers for these shares.
You are also likely to have to pay dealing costs in respect of such a sale;
or
(ii) retain your Sema Shares
Please note that Schlumberger Investments has today exercised its right to
acquire compulsorily any minority shareholdings in Sema by giving notice
pursuant to Section 429 of the UK Companies Act 1985 (a Section 429
Notice). Options granted under the Executive Scheme that remain unexercised
will lapse at the end of the compulsory acquisition period which will
expire on Monday 4 June 2001.
You should take appropriate advice on the tax implications of exercising your
Option but, where required, any deductions required by law in respect of the
exercise of your Option will be made.
Choice 3 Take no action
If you take no action, your Option will lapse in due course and become
worthless. You will lose the right to acquire Sema Shares and the ability to
realise any value in your Option.
3.General
The acceptance of the Cash Cancellation Offer or the exercise of your Option
under the Executive Scheme will have tax consequences for you. You are
recommended to confirm your taxation position with your independent financial
adviser.
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), you can only
exercise your Option during that special period or any shorter period which
arises under the rules of the Executive Scheme 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 Executive Scheme.
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* 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, who have been so advised by Credit Suisse First
Boston and NM Rothschild & Sons Limited, consider the proposals to Canadian
Option Holders under the Executive Scheme 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 & Sons Limited have taken into account
the Sema Advisory Committee's commercial assessments. The Sema Advisory
Committee recommend that you accept the Cash Cancellation Offer, or exercise
your Option, in accordance with your 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 explained in this letter.
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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 the Company Secretarial Department at Sema plc on 0044 207 830 4215, or
email emma.turner@sema.co.uk.
Yours faithfully
For and on behalf of For and on behalf of
Schlumberger Investments Sema plc
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, 34303
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