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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Sema plc
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(Name of Subject Company (issuer))
Schlumberger N.V. (Schlumberger Limited)
Schlumberger BV
Schlumberger Industries SA
Schlumberger Investments
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(Names of Filing Persons--Offeror)
Ordinary Shares Nominal Value of 10 pence Each
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(Title of Class of Securities)
81661R100
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(CUSIP Number of Class of Securities)
James L. Gunderson Esq.
General Counsel and Secretary
Schlumberger N.V.
277 Park Avenue
New York, New York 10172-2066
(212) 350-9400
COPY TO:
Sarah Murphy, Esq.
Freshfields Bruckhaus Deringer
65 Fleet Street
London EC4Y 1HS
+44 (20) 7832-7429
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(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
CALCULATION OF FILING FEE
================================================================================
Transaction valuation Amount of filing fee
$788,047,972.60(1) $157,609.59(1)(2)
================================================================================
(1) For purposes of calculating the filing fee pursuant to Rule 0-11(d),
the transaction value of the Sema Shares (including Sema Shares represented by
Sema ADSs) to be received by the Purchaser, assuming full acceptance of the
Offer by holders in the United States, is calculated as follows: 97,325,439 Sema
Shares (including Sema Shares represented by Sema ADSs) multiplied by 560 pence
per Sema Share, the cash consideration being offered per Sema Share, which
yields (Pounds)545,022,458.4, converted at the exchange rate on February 19,
2001 of (Pounds)1=$1.4459, which yields $788,047,972.60, multiplied by 1/50/th/
of 1%, which yields $157,609.59.
(2) Sent by wire transfer to the SEC on February 21, 2001.
[_] Check the box if any part of the fee is offset as provided by Rule 0-11
(a) (2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form of Registration No: N/A Date Filed: N/A
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
Item 1. Summary Term Sheet
The information set forth in "Summary Term Sheet" in the Offer Document
dated February 21, 2001 (the "Offer Document") of Schlumberger Investments,
a company incorporated in England and Wales (the "Purchaser"), a copy of
which is attached hereto as Exhibit (a)(1), is incorporated herein by
reference. The Purchaser is owned, directly and indirectly, 100% by
Schlumberger N.V., a company incorporated in the Netherlands Antilles
("Schlumberger"). Schlumberger holds 40% of its interest in the Purchaser
directly. The remaining 60% is held directly by Schlumberger Industries
S.A., a company incorporated in France, which is a wholly owned subsidiary
of Schlumberger B.V., a company incorporated in the Netherlands, which is a
wholly owned subsidiary of Schlumberger.
Item 2. Subject Company Information
(a) The name of the subject company is Sema plc, a company incorporated in
England and Wales ("Sema"). Sema's principal executive office is
located at 233 High Holborn, London WC1V 7DJ, England, and its
telephone number is +44 207 830 4444. The information set forth under
"Letter of Recommendation from the Chairman of Sema" in the Offer
Document is incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO relates to Purchaser's
offer to purchase all of the 648,836,258 issued and to be issued
Shares and ADSs (each ADS representing 2 shares), par value 10 pence
per share, of Sema (the "Sema Securities"), for 560 pence per share or
1,120 pence per ADS, net to seller in cash, less any required
withholding taxes and without interest, upon the terms and subject to
the conditions of the Offer Document and the related Letter of
Transmittal ("Letter of Transmittal"), copies of which are attached
hereto as Exhibits (a)(1) and (a)(2), respectively.
(c) The information set forth in "Summary Term Sheet - How does the Offer
compare with recent prices of Sema Shares?," "Summary Term Sheet -What
is the market value of my Sema Securities as of a recent Date?" and
"Appendix IV - Additional Information" in the Offer Document is
incorporated herein by reference.
Item 3. Identity and background of filing person
The names of the filing persons are Schlumberger Investments, Schlumberger,
Schlumberger Industries S.A. and Schlumberger B.V. The information set
forth regarding the first two companies in "Summary Term Sheet - Who is
buying my shares?," "Letter from Lehman Brothers - Information on
Schlumberger," "Letter from Lehman Brothers - Information on Schlumberger
Investments and Schlumberger Industries S.A.," "Appendix IV - Additional
Information," "Schedule IVA -Information Concerning the Directors of
Schlumberger Investments" and "Schedule IVB - Information Concerning the
Directors and Executive Officers of Schlumberger" in the Offer Document is
incorporated herein by reference. The
Page 3
information for Schlumberger Industries S.A. and Schlumberger B.V. is set
out below.
(a) The principal address of Schlumberger Industries S.A. is 50, Avenue Jean
Jaures 92129, Montrogue, France, and the telephone number is +33 1 47 46 61
00. The principal address of Schlumberger B.V. is Parkstraat 83-89, 2514
JG The Hague, the Netherlands, and the telephone number is + 31 70 310
5400.
(b) Schlumberger B.V. is a finance and holding company, with activities of a
commercial, industrial and financial nature. Activities of Schlumberger
Industries S.A. are set out in the "Letter from Lehman Brothers" in the
Offer Document and is incorporated herein by reference.
(c) Set forth below is the name, present principal occupation or employment and
material occupations, positions, offices or employments for the past five
years of each member of the board of directors and each executive officer
of Schlumberger Industries S.A.
Name and Position with Present Principal Occupation or Employment and
Schlumberger Industries S.A. Material Positions Held During the Past Five Years
---------------------------- --------------------------------------------------
Marcel Tournereau Director Real Estate Atlantic Asia and Director of Social Affairs SSSA,
Director and Vice President Paris, January 2000 to present.
Vice President & General Manager, RPS, Montrouge, September 1997 to January 2000.
Director Real Estate Atlantic Asia, Schlumberger, Paris, VP Division Enertec, Velizy,
January 1996 to September 1997.
Vice President & General Manager, Europe-Africa Unit, Montrouge, March 1994 to January
1996.
Business address: Schlumberger, 50 avenue Jean-Jaures, BP 620-01, 92542 Montrouge Cedex,
France.
Business tel.: +33 1 4647 6102.
Citizenship: France.
Date of Birth: October 12, 1947.
Philippe Bonnard Vice President, RMS France, November 2000 to present.
Director and Vice President Vice President France and Africa Middle East, July 2000 to November 2000.
Vice President RMS France, January 1998 to July 2000.
General Manager, Water and Heat Metering Europe, November 1993 to January 1998.
Business address: Schlumberger RMS, 50 avenue Jean-Jaures, BP 620-03, 92542 Montrouge
Cedex, France.
Business tel.: + 33 1 47 46 6062.
Citizenship: France.
Date of Birth: August 25, 1941.
Anna Hrayssi Deputy General Counsel - Corporate, 1998 to present.
Director and Secretary Legal Department Training Manager, 1997 to 1998.
Regional Counsel OFS Europe Africa, 1996 to 1997.
General Counsel Dowell Schlumberger, 1995 to 1996.
Business address: Schlumberger, 42 rue Saint Dominique, 75007 Paris, France.
Business tel.: + 33 1 4062 1251.
Citizenship: France.
Date of Birth: September 14, 1948.
Page 4
Andre Cornet Retired, July 1, 1994.
Director Director of Industrial Affairs (for Schlumberger Industries International) and Chairman
of Schlumberger Industries, January 1, 1993 to June 30, 1994.
Address: 10, rue Paul Couderc, 9233 Sceaux, France.
Tel.: +33 1 4660 6487.
Citizenship: France.
Date of Birth: January 27, 1934.
Joseph Alloul Retired, November 1, 1997.
Director Financial Director in charge of the Training & Development for Schlumberger, January 19,
1994 to October 31, 1997.
Address: Ile Saint Germain, 7 rue Jean Monet, 92130 Issy-les-Moulineaux, France.
Tel.: +33 2 3188 6396.
Citizenship: France.
Date of Birth: August 13, 1936.
Jacques Biscay Retired, April 1, 1996.
Director Director of Personnel SL Paris, 1993 to March 31, 1996.
Address: 3 rue des Dardanelles, 75017 Paris, France.
Tel.: + 33 1 4572 3271.
Citizenship: France.
Date of Birth: December 5, 1933.
Jean-Dominique Percevault Vice President - European Affairs, since May 1994.
Director and President President - Geco-Prakla, May 1994 and prior.
Address: c/o Schlumberger, 277 Park Avenue, New York, New York 10172-0266, USA.
Tel.: + 1 212 350 9400.
Citizenship: France.
Date of Birth: March 26, 1945.
During the last five years, none of Schlumberger Industries S.A. or, to the
best of their knowledge, any of the persons listed above (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to any judicial or administrative
proceeding (except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violation of such laws.
Set forth below is the name, present occupation or employment and material
occupations, positions, offices or employments for the past five years of
the sole managing director of Schlumberger B.V.
Page 5
Present Principal Occupation or Employment:
Name Material Positions Held During the Past Five Years
---- ---------------------------------------------------
Abraham Verburg Controller, Schlumberger B.V., February 1994 to present.
Director, Schlumberger B.V., February 1994 to present.
Business address: Schlumberger B.V., Parkstraat 83-89, 2514 JG The Hague, the Netherlands.
Business telephone: +31 70 310 5400.
Citizenship: Netherlands.
Date of Birth: October 13, 1951.
During the last five years, none of Schlumberger B.V. or, to the best of
his knowledge, the person listed above (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was a party to any judicial or administrative proceeding (except
for matters that were dismissed without sanction or settlement) that
resulted in a judgment, decree or final order enjoining future violations
of, or prohibiting activities subject to, federal or state securities laws
or finding any violation of such laws.
Item 4. Terms of the Transaction
The information set forth in "Summary Term Sheet - What are the classes and
amounts of Sema Securities sought in the Offer?," "Summary Term Sheet -What
would I receive in exchange for my Sema Securities?," "Summary Term Sheet -
How long do I have to decide whether to accept the offer?," "Summary Term
Sheet - Can the Offer be extended and under what circumstances?," "Summary
Term Sheet - What is the difference between the Initial Offer Period and
the Subsequent Offer Period? Until what time can I withdraw my
acceptance?," "Summary Term Sheet - Can the Offer be extended and under
what circumstances?," "Summary Term Sheet - How will I be notified if the
Offer is extended?," "Summary Term Sheet - What are the most significant
conditions to the Offer?," "Summary Term Sheet - How do I accept the
Offer?," "Summary Term Sheet - How do I withdraw my acceptance?," "Summary
Term Sheet - Will the Offer be followed by a compulsory acquisition?,"
"Summary Term Sheet - If I decide not to accept, how will the offer affect
my securities?," "Summary Term Sheet - Will I be taxed on the cash?,"
Letter from Lehman Brothers," "Appendix I - Conditions and Further Terms of
the Transaction" and Appendix IV - Additional Information" in the Offer
Document is incorporated herein by reference.
Item 5. Past contacts, transactions, negotiations and agreements
The information concerning Schlumberger Investments and Schlumberger set
forth in "Appendix IV - Additional Information" in the Offer Document is
incorporated herein by reference.
Neither Schlumberger Industries S.A. nor Schlumberger B.V., or, to the best
of their knowledge, any of the persons listed in Item 3 above, has any
contract, arrangement, understanding or relationship with any other person
with respect to any securities of Sema, including but not limited to, any
contract, arrangement, understanding or
Page 6
relationship concerning the transfer or voting of such securities, joint
ventures, loan or option arrangements, puts or calls, guarantees of loans,
guarantees against loss or the giving or withholding of proxies.
Neither Schlumberger Industries S.A. nor Schlumberger B.V. or, to the best
of their knowledge, any of the persons listed in Item 3 above, has had any
business relationship or transaction with Sema or any of its executive
officers, directors or affiliates that is required to be reported under
this Schedule TO. There have been no contacts, negotiations, transactions
between Schlumberger Industries S.A. or Schlumberger B.V. or any of the
persons listed in Item 3 above, on the one hand, and Sema and its
affiliates, on the other hand, concerning a merger, consolidation or
acquisition of securities, an election of directors or a sale or other
transfer of a material amount of assets.
Item 6. Purposes of the transaction and plans or proposals
The information set forth in "Summary Term Sheet - Why are we making this
Offer?," "Summary Term Sheet - If I decide not to accept, how will the
offer affect my securities?," "Letter of Recommendation from the Chairman
of SEMA," "Letter from Lehman Brothers," "Schlumberger Press Release on the
Financial Effect of the Offer" and "Appendix IV - Additional Information"
in the Offer Document is incorporated herein by reference.
Item 7. Sources and amount of funds or other consideration
The information set forth in "Summary Term Sheet - Do you have the
financial resources to make payment?," "Letter of Recommendation from the
Chairman of SEMA," "Letter from Lehman Brothers" and "Appendix IV -
Additional Information" in the Offer Document is incorporated herein by
reference.
Item 8. Interests in securities of the subject company
The information regarding Schlumberger Investments and Schlumberger set
forth in "Appendix IV - Additional Information" in the Offer Document is
incorporated herein by reference.
Neither Schlumberger Industries S.A. nor Schlumberger B.V. or, to the best
of their knowledge, any of the persons listed in Item 3 above, or any
associate (as such term is defined for the purposes of the Exchange Act)
beneficially owns or has any right to acquire, directly or indirectly, any
equity securities of Sema, and neither Schlumberger Industries S.A. nor
Schlumberger B.V. or, to the best of their knowledge, any of the persons
listed in Item 3 above, has effected any transaction in such equity
securities during the past sixty days.
Item 9. Persons/assets, retained, employed, compensated or used
The information set forth in "Letter from Lehman Brothers," "Appendix I -
Conditions and Further Terms of Offer" and "Appendix IV - Additional
Information" in the Offer Document is incorporated herein by reference.
Page 7
Item 10. Financial statements of certain bidders
Financial statements are not deemed material because the consideration
consists solely of cash.
Item 11. Additional Information
The information set forth in "Appendix IV - Additional Information" in the
Offer Document is incorporated herein by reference.
Item 12. Exhibits
(a)(1) Offer Document dated February 21, 2001.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Acceptance, Authority and Election.
(a)(6) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(7) Press Release announcing the Recommended Cash Offer by Schlumberger
Investments for Sema plc, dated February 12, 2001.*
(a)(8) Short Form Press Release announcing Recommended Cash Offer by
Schlumberger Investments for Sema plc, dated February 12, 2001.*
(a)(9) Additional Offer Update by Schlumberger Investments for Sema plc,
dated February 12, 2001.*
(a)(10) Press Release issued by Schlumberger Investments, dated February
13, 2001.*
(a)(11) Press Release issued by Schlumberger Investments, dated February
21, 2001.
(a)(12) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(13) Form of Summary Advertisement in The Wall Street Journal, dated
February 21, 2001.
(b)(1) Credit Facility, dated February 20, 2001, between (1) Schlumberger;
(2) Schlumberger Industries S.A.; (3) Schlumberger PLC; (4)
Schlumberger Investments; (5) JP Morgan Plc, BNP Paribas, Salomon
Brothers International Limited and Lehman Brothers International
(Europe) (each as arrangers), Citibank International Plc as
facility agent, and The Chase Manhattan Bank, BNP Paribas Citibank,
N.A., and Lehman Commercial Paper Inc.
Page 8
(c) Not applicable.
(d)(1) Inducement Fee Letter Agreement, dated February 12, 2001, between
Schlumberger Investments and Sema.
(d)(2) Director Undertaking, dated February 11, 2001, from Veronica Oswald
to Schlumberger.
(d)(3) Director Undertaking, dated February 11, 2001, from Sir Julian
Oswald to Schlumberger.
(d)(4) Director Undertaking, dated February 11, 2001, from Pierre Bonelli
to Schlumberger.
(d)(5) Director Undertaking, dated February 11, 2001, from William Bitan
to Schlumberger.
(d)(6) Director Undertaking, dated February 11, 2001, from Gilles Cosson
to Schlumberger.
(d)(7) Director Undertaking, dated February 11, 2001, from Herve Couffin
to Schlumberger.
(d)(8) Director Undertaking, dated February 11, 2001, from Pascal Viginier
to Schlumberger.
(d)(9) Director Undertaking, dated February 11, 2001, from Frank Jones to
Schlumberger.
(d)(10) Director Undertaking, dated February 11, 2001, from Harry Fryer to
Schlumberger.
(d)(11) Director Undertaking, dated February 11, 2001, from Tidu Maini to
Schlumberger.
(d)(12) Director Undertaking, dated February 11, 2001, from Didier Pineau-
Valencienne to Schlumberger.
(d)(13) Director Undertaking, dated February 11, 2001, from George Schmitt
to Schlumberger.
(d)(14) Irrevocable Undertaking, dated February 12, 2001, from Paribas
Affaires Industrielles to Schlumberger Investments and Lehman
Brothers Europe Limited.
(d)(15) Irrevocable Undertaking, dated February 12, 2001, from France
Telecom S.A. to Schlumberger Investments and Lehman Brothers Europe
Limited.
(d)(16) Power of Attorney of Schlumberger Investments and Schlumberger.
Page 9
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
* Previously filed with the Schedule TO filed on February 12, 2001 or
with Amendment No. 1 to the Schedule TO filed on February 13, 2001.
Page 10
Signatures
After due inquiry and to the best of our knowledge and belief, the
undersigned hereby certify that the information set forth in this amendment
to the tender offer statement is true, complete and correct.
Dated: February 21, 2001
SCHLUMBERG INVESTMENTS SCHLUMBERGER N.V.
By: /s/ ELLEN SUMMER By: /s/ ELLEN SUMMER
---------------- -----------------
Name: Ellen Summer Name: Ellen Summer
Title: Authorized Signatory Title: Authorized Signatory
Page 11
Signatures
After due inquiry and to the best of our knowledge and belief, the
undersigned hereby certify that the information set forth in this amendment
to the tender offer statement is true, complete and correct.
Dated: February 21, 2001
SCHLUMBERGER INDUSTRIES S.A. SCHLUMBERGER B.V.
By: /s/ JEAN-DOMINIQUE PERCEVAULT By: /s/ ABRAHAM VERBURG
----------------------------- -------------------
Name: Jean-Dominique Percevault Name: Abraham Verburg
Title: President Title: Sole Managing Director
Page 12
INDEX TO EXHIBITS
Number Exhibit
- ------ -------
(a)(1) Offer Document dated February 21, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Form of Acceptance, Authority and Election.
(a)(6) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(11) Press Release issued by Schlumberger Investments, dated February 21,
2001.
(a)(12) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(13) Form of Summary Advertisement in The Wall Street Journal, dated
February 21, 2001.
(b)(1) Credit Facility, dated February 20, 2001, between (1) Schlumberger;
(2) Schlumberger Industries S.A.; (3) Schlumberger PLC; (4)
Schlumberger Investments; (5) JP Morgan Plc, BNP Paribas, Salomon
Brothers International Limited and Lehman Brothers International
(Europe) (each as arrangers), Citibank International Plc as facility
agent, and The Chase Manhattan Bank, BNP Paribas Citibank, N.A., and
Lehman Commercial Paper Inc.
(d)(1) Inducement Fee Letter Agreement, dated Februay 12, 2001, between
Schlumberger Investments and Sema.
(d)(2) Director Undertaking, dated February 11, 2001, from Veronica Oswald to
Schlumberger.
(d)(3) Director Undertaking, dated February 11, 2001, from Sir Julian Oswald
to Schlumberger.
(d)(4) Director Undertaking, dated February 11, 2001, from Pierre Bonelli to
Schlumberger.
(d)(5) Director Undertaking, dated February 11, 2001, from William Bitan to
Schlumberger.
(d)(6) Director Undertaking, dated February 11, 2001, from Gilles Cosson to
Schlumberger.
(d)(7) Director Undertaking, dated February 11, 2001, from Herve Couffin to
Schlumberger.
(d)(8) Director Undertaking, dated February 11, 2001, from Pascal Viginier to
Schlumberger.
(d)(9) Director Undertaking, dated February 11, 2001, from Frank Jones to
Schlumberger.
(d)(10) Director Undertaking, dated February 11, 2001, from Harry Fryer to
Schlumberger.
(d)(11) Director Undertaking, dated February 11, 2001, from Tidu Maini to
Schlumberger.
(d)(12) Director Undertaking, dated February 11, 2001, from Didier Pineau-
Valencienne to Schlumberger.
(d)(13) Director Undertaking, dated February 11, 2001, from George Schmitt to
Schlumberger.
(d)(14) Irrevocable Undertaking, dated February 12, 2001, from Paribas
Affaires Industrielles to Schlumberger Investments and Lehman Brothers
Europe Limited.
(d)(15) Irrevocable Undertaking, dated February 12, 2001, from France Telecom
S.A. to Schlumberger Investments and Lehman Brothers Europe Limited.
(d)(16) Power of Attorney of Schlumberger Investments and Schlumberger.
EXHIBIT 99 (a) (1)
OFFER DOCUMENT DATED 21 FEBRUARY 2001
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are
in any doubt about this Offer or 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 appropriately authorised independent financial adviser.
If you have sold or otherwise transferred all of your Sema Securities, please
send this document and the accompanying documents, as soon as possible, to the
purchaser or transferee or to the stockbroker, bank or agent through or to
whom the sale or transfer was made, for delivery to the purchaser or
transferee. However, such documents should not be forwarded or transmitted in
or into Australia, Canada or Japan.
This document should be read in conjunction with the accompanying Acceptance
Form.
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, respectively, 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 for Sema 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, respectively, nor for giving advice in relation to
the Offer.
- -------------------------------------------------------------------------------
Recommended Cash Offer
by
Lehman Brothers
on behalf of
Schlumberger Investments
(a wholly-owned subsidiary of Schlumberger N.V.)
for
Sema plc
- -------------------------------------------------------------------------------
Lehman Brothers is offering to acquire, on behalf of Schlumberger Investments,
a wholly-owned subsidiary of Schlumberger N.V., on the conditions and the
further terms set out in this document and in the accompanying Acceptance
Form, all of the Sema Shares and Sema ADSs on the following basis:
For every Sema Share 560 pence in cash
For every Sema ADS 1,120 pence in cash
(each ADS representing 2 Sema Shares)
A letter of recommendation from the Chairman of Sema appears on page 10 of
this document explaining why the Sema Directors are unanimously recommending
acceptance of the Offer.
The Offer will remain open for acceptance during the Initial Offer Period. The
Initial Offer Period will expire at 3.00 p.m. (London time), 10.00 a.m. (New
York City time), on 21 March 2001 unless Schlumberger Investments specify a
later closing date. At the conclusion of the Initial Offer Period if all the
Conditions of the Offer have been satisfied, fulfilled or, to the extent
permitted, waived, the Offer will be extended for a Subsequent Offer Period of
at least 14 calendar days. Sema Securityholders will have withdrawal rights
during the Initial Offer Period, but not during the Subsequent Offer Period.
To accept the Offer, you must complete the relevant Acceptance Form, together
with all other required documents, and return them as soon as possible but, in
any event, so as to be received by no later than 3.00 p.m. (London time),
10.00 a.m. (New York City time), on 21 March 2001, if you hold Sema Shares and
are outside the United States, by post or by hand to Computershare Services
PLC, PO Box 859, The Pavillions, Bridgewater Road, Bristol BS99 1XZ, or by
hand only (during normal business hours) to Computershare Services PLC, 7th
Floor, Jupiter House, Triton Court, 14 Finsbury Square, London EC2A 1BR, or if
you hold Sema Shares and
are in the United States, by mail only, to Computershare Trust Company of New
York, Wall Street Station, P.O. Box 1023, New York, NY 10268--1023 or, by
overnight courier or by hand only (during the hours of 9.00 a.m. and 3.00 p.m.
(New York City time)) to Computershare Trust Company of New York, Wall Street
Plaza, 88 Pine Street--19th Floor, New York, NY 10005 and, if you hold Sema
ADSs, to Citibank, N.A., 111 Wall Street, 9th Floor, New York, New York 10043.
The procedure for acceptance of the Offer is set out on pages 19 to 25 of this
document and in the relevant accompanying Acceptance Form.
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 document, the Acceptance Forms and related
documents are not being, and must not be, mailed or otherwise distributed or
sent in or into Australia, Canada or Japan. Custodians, nominees and trustees
should observe these restrictions and should not send this document, the
Acceptance Forms and related documents in or into Australia, Canada or Japan.
TABLE OF CONTENTS
Page
Important Information.................................................... 2
Timetable................................................................ 4
Summary Term Sheet....................................................... 5
Letter of Recommendation from the Chairman of Sema....................... 10
Letter from Lehman Brothers.............................................. 13
1. Introduction...................................................... 13
2. The Offer......................................................... 13
3. Financing the Offer............................................... 14
4. Terms and Conditions of the Offer................................. 14
5. Inducement fee.................................................... 14
6. Undertakings to accept the Offer.................................. 14
7. Information on Schlumberger....................................... 15
8. Information on Schlumberger Investments and Schlumberger
Industries S.A........................................................ 16
9. Information on Sema............................................... 16
10. Background to and reasons for the Offer........................... 17
11. Management and employees.......................................... 18
12. Sema Share Option Schemes......................................... 18
13. Compulsory acquisition and de-listing of Sema Securities.......... 18
14. United Kingdom taxation........................................... 18
15. US taxation....................................................... 19
16. Procedure for acceptance of the Offer............................. 19
17. Rights of withdrawal.............................................. 22
18. Overseas shareholders............................................. 23
19. Settlement........................................................ 23
20. Further information............................................... 25
21. Action to be taken................................................ 25
APPENDIX IConditions and Further Terms of the Offer...................... I-1
APPENDIX IIFinancial Information on Schlumberger......................... II-1
PART A: Unaudited fourth quarter results for the period to 31 December
2000 and unaudited preliminary results for the year ended 31 December
2000
PART B: Audited Financial Information for the three years ended 31
December 1999
APPENDIX IIIFinancial Information on Sema................................ III-1
PART A: Preliminary announcement of the unaudited 2000 results
PART B: Unaudited pro forma Financial Information for the year ended 31
December 1999
APPENDIX IVAdditional Information........................................ IV-1
Schedule IVA, IVB
APPENDIX VCertain Provisions of the Companies Act........................ V-1
APPENDIX VIDefinitions................................................... VI-1
1
IMPORTANT INFORMATION
Definitions
Some words and terms used in this document are defined in Appendix VI.
Applicable disclosure requirements
Because Schlumberger Investments is making this Offer for securities of an
English company, this Offer is subject to English and US securities laws,
regulations and requirements. US investors should be aware that this document
has been prepared primarily in accordance with UK format and style, which
differs from US format and style for documents of this type. In particular,
the Appendices to this document contain material information that is required
to be disclosed by US federal securities laws.
Financial information
The extracts from the consolidated financial statements of, and other
information about, Schlumberger appearing in this document are presented in US
dollars (US$) and have been prepared in accordance with US GAAP. The financial
information about Sema appearing in this document is presented in pounds
sterling ((Pounds)) or pence (p) and has been prepared in accordance with
UK GAAP. US GAAP and UK GAAP differ in some significant respects. Financial
information relating to Schlumberger is contained in Appendix II. Financial
Information relating to Sema is contained in Appendix III.
Forward-looking statements
This document contains both historical and forward-looking statements. All
statements other than statements of historical fact are, or may be deemed to
be, forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements involve risks and uncertainties, and include
statements about Schlumberger's plans for Sema and certain consequences of the
Offer.
Forward-looking statements are generally identifiable by use of the following
words and other similar expressions, among others:
. "anticipate" . "intend"
. "believe" . "may"
. "budget" . "might"
. "could" . "plan"
. "estimate" . "predict"
. "expect" . "project"
. "forecast" . "should"
The following factors, among others, could affect Schlumberger's future
results of operations, and could cause those results to differ materially from
those expressed in the forward-looking statements included in this document:
economic, competitive and technological factors affecting Schlumberger's and
Sema's operations, markets, services and prices as well as Schlumberger's
ability to integrate Sema's businesses with Schlumberger's and to realise
synergies from the acquisition and the other factors detailed in
Schlumberger's and Sema's SEC filings.
You should not place undue reliance on forward-looking statements. Each
forward-looking statement speaks only as of the date of the particular
statement, and Schlumberger does not undertake any obligation to publicly
update or revise any forward-looking statements.
Absence of appraisal rights
Sema Securityholders generally do not have appraisal rights under English law.
See the section entitled "Compulsory acquisition" in paragraph 10 of Appendix
IV.
2
Rule 8 notices
Any person who, alone or acting together with any other person(s) pursuant to
an agreement or understanding (whether formal or informal) to acquire or
control securities of Sema, owns or controls, or becomes the owner or
controller, directly or indirectly, of one per cent. or more of any class of
securities of Sema is generally required under the provisions of Rule 8 of the
City Code to notify the London Stock Exchange and the Panel of every dealing
in such securities during the Offer Period. Dealings by Schlumberger or by
Sema or by their respective "associates" (within the definition set out in the
City Code) in any class of securities of Sema during the Offer Period must
also be so disclosed. Please consult your financial adviser immediately if you
believe this Rule may be applicable to you.
Disclosure should be made on an appropriate form no later than 12 noon (London
time) on the business day following the date of the dealing transaction. These
disclosures should be sent to the Company Announcements Office of the London
Stock Exchange (fax number: +44 20 7588 6057).
The Panel requests that member firms advise those of their clients who wish to
deal in the relevant securities of Sema, whether in Paris, New York or in the
UK, that they may be affected by these requirements. If there is any doubt as
to their application, the Panel should be consulted (telephone number: +44 20
7638 0129, fax number: +44 20 7638 1554).
Rule 14e-5
In accordance with the City Code, normal UK practice and Rule 14e-5 under the
Exchange Act, affiliates of Lehman Brothers, Morgan Stanley Dean Witter and
Schroder Salomon Smith Barney will continue to act as connected exempt market
makers or connected exempt principal traders in Sema Shares on the London
Stock Exchange. In addition, pursuant to exemptive relief granted by the SEC
from Rule 14e-5, Schlumberger, Schlumberger S.A. and Schlumberger Investments
acting directly or indirectly through their agents, advisers and other
nominees or brokers, may make certain purchases of, or arrangements to
purchase, Sema Securities outside the United States during the period in which
the Offer remains open for acceptance in accordance with exemptive relief
granted by the SEC. In accordance with the requirements of Rule 14e-5 and with
the exemptive relief granted by the SEC, such purchases, or arrangements to
purchase, must comply with applicable UK rules, including the City Code and
the rules of the London Stock Exchange. Information regarding such activities
which is required to be made public in the United Kingdom pursuant to the City
Code is reported to the London Stock Exchange. This information will be made
available to legal or beneficial holders of Sema Securities resident in the
United States, without charge, upon request in writing to the Information
Agent in the United States.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
3
TIMETABLE
Announcement of Offer........................................ 12 February 2001
Offer document and other material mailed to Sema
Securityholders............................................. 21 February 2001
Expiry of Offer (unless extended or Conditions satisfied).... 21 March 2001
4
SUMMARY TERM SHEET
The following are some of the questions you, as a holder of Sema Shares and/or
ADSs, may have and answers to those questions. We urge you to read carefully
the remainder of this document and the accompanying Form of Acceptance or
Letter of Transmittal.
Who is offering to buy my shares?
The Offer is being made by Schlumberger Investments, a wholly-owned subsidiary
of Schlumberger, incorporated in England and Wales for the purposes of making
the Offer. Schlumberger is a Netherlands Antilles corporation listed on the New
York Stock Exchange (symbol: SLB) with secondary listings in London, Paris,
Amsterdam and Switzerland.
We engage in the following business segments:
. Oilfield Services - the leading supplier of services and technology to the
international petroleum industry. It provides a wide spectrum of services to
the upstream exploration and production industry. The business segment is
managed geographically and comprises four geographic areas containing 28
GeoMarket regions, which bring together geographically focused teams to meet
local needs of customers and to provide customised solutions. 13 Service
Groups develop and support the best-in-class technology and services
delivered in the GeoMarkets. The Service Groups also exploits synergies and
introduce innovative solutions into the delivery of products and services
within the GeoMarket regions. The Service Groups reflect key areas of
Schlumberger's expertise. They are organised into three product groups that
represent the key processes that dominate oil company requirements
throughout the life cycle of the reservoir. Reservoir Evaluation combines
wireline and seismic services. Reservoir Development combines all services
relevant to well construction and well productivity: directional drilling,
pressure pumping, drilling fluids, well testing, drilling bits, electrical
submersible pumps and completion products. Reservoir Management combines
integrated services, the software products, data management services and
consulting services of GeoQuest, gas compression services and the production
systems business.
. Resource Management Services ("RMS") - which provides professional business
services for utilities, energy service providers and industry worldwide.
Through consulting, meter deployment and management, data collection and
processing, and information analysis, RMS helps clients achieve network
optimisation, greater operating efficiency and increased customer loyalty in
all utility sectors - water, gas, electricity and heat.
. Test & Transactions - provides smart card-based solutions, semiconductor
test equipment and services, and secure Internet solutions to customers
throughout the world. The segment comprises four units: Cards,
eTransactions, Network Solutions and Semiconductor Solutions.
The addresses of our principal executive offices is 277 Park Avenue, New York,
New York 10172-0266, USA, telephone +1 212 350 9400, 42 rue Saint-Dominique,
Paris, France, telephone +331 40 62 1000, and Parkstraat 83, The Hague,
Netherlands, telephone +31 70 310 5447.
Further information on us is set out in paragraphs 7 and 8 of the letter from
Lehman Brothers and Appendix II.
Why are we making this Offer?
. The acquisition of Sema, a leading diversified IT and business services
company, will accelerate the implementation of Schlumberger's strategy of
providing end to end information solutions to customers in selected growth
markets. Sema will enhance Schlumberger's capabilities and critical mass in
systems integration and the range of IT skills which Schlumberger requires
to serve its present and future customer base. It should also allow
Schlumberger to realise revenue synergies as a result of cross selling its
core competencies in network development and management, IP-based
applications, data management, smart cards and security application
products.
. The board of directors of Schlumberger believes this combination will:
- provide the critical mass and scale to deliver end-to-end information
solutions for a global customer base in key vertical markets and offer
significant cross-selling opportunities;
5
- be important to Schlumberger because of the benefits to its core oilfield
services business of Schlumberger which will be able to provide its
customers with fully integrated information solutions, comprising domain
knowledge and expertise, IT implementation and consulting skills, and
global support to E&P companies;
- allow Schlumberger's Resource Management Services and Sema's
Energy/Utilities business unit to exploit their complementary geographical
reach and technological offering to create significant growth
opportunities, primarily by combining both solutions approaches and thereby
facilitating access to larger, more complex contracts requiring end-to-end
solutions; and
- through the combination of Sema's recognised systems integration
expertise and telecom product offering breadth (customer care and billing,
prepaid and SMS) and Schlumberger's smartcards and systems activities,
which will be enhanced by the forthcoming acquisition of "Bull CP8" from
Bull SA, further accelerate the creation of a leading global technology
services provider for the telecommunications industry.
What are the classes and amounts of Sema Securities sought in the Offer?
We are seeking to acquire all of the issued and to be issued Sema Shares and
Sema ADSs. See paragraph 2 of the letter from Lehman Brothers.
What would I receive in exchange for my Sema Securities?
We are offering to pay:
For every Sema Share 560 pence in cash
For every Sema ADS 1,120 pence in cash
(each ADS representing 2 Sema Shares)
The 1,120 pence in cash offered for every Sema ADS is the equivalent of
approximately $16.22 based on the exchange rate of US$1.4483 :(Pounds)1 on 16
February 2001 (the latest practicable date prior to the posting of this
document).
How does the Offer compare with recent prices of Sema Shares?
The Offer of 560 pence per Sema Share represents a premium of approximately 18
per cent. to the middle market price of a Sema Share on 9 February 2001, the
last dealing day prior to the announcement of the Offer and a premium of
approximately 42 per cent. to the middle market price of a Sema Share on 2
February 2001, the last dealing day prior to the announcement by Sema that it
had received preliminary approaches which may or may not lead to an offer for
it. The Offer also represents a premium of approximately 3 per cent. to the
middle market price of a Sema Share on 16 February 2001, being the latest
practicable date prior to the posting of this document.
Does the Sema Board support the Offer?
The Sema Board, which has been so advised by Credit Suisse First Boston and
Rothschild, considers the terms of the Offer to be fair and reasonable. In
providing advice to the Sema Board, Credit Suisse First Boston and Rothschild
have taken into account the Sema Board's commercial assessments. Accordingly,
the Sema Board unanimously recommends Sema Securityholders to accept the Offer.
The Sema Directors have agreed to accept the Offer for all of their Sema
Shares. See the letter from the Chairman of Sema.
Do any other shareholders support the Offer?
We have received undertakings from two major Sema Shareholders, France Telecom
and Paribas Affaires Industrielles to accept the Offer in respect of
103,634,296 and 31,113,792 Sema Shares, respectively. Accordingly, together
with the undertakings we have received from the Sema Directors, we have
received undertakings to accept the Offer in respect of a total of 135,245,830
Sema Shares representing approximately
6
22 per cent. of Sema's existing issued share capital. Subject to the right for
Schlumberger Investments to improve upon the price of any competing offer, the
undertakings from France Telecom and Paribas Affaires Industrielles in respect
of Sema Shares will cease to be binding if a competing offer is made at a price
in excess of 600 pence per Sema Share before the end of the day falling 17 days
after this document is posted. The terms of these undertakings are summarised
in paragraph 6 of Appendix IV.
Do you have the financial resources to make payment?
The Offer will be financed from a combination of existing cash resources and
additional bank facilities arranged by JP Morgan plc, BNP Paribas,
Citibank/Schroder Salomon Smith Barney and Lehman Brothers for the purposes of
the Offer. The Offer is not conditional upon any financing arrangements. See
paragraph 3 of the letter from Lehman Brothers and paragraph 6 of Appendix IV.
How long do I have to accept the Offer?
You will have until 3.00 p.m. (London time), 10.00 a.m. (New York City time),
on 21 March 2001, to accept the Offer or withdraw your acceptance, unless the
Initial Offer Period is extended. In addition, you may accept the Offer but not
withdraw your acceptance during the Subsequent Offer Period. If you are an ADS
holder and you cannot deliver everything that is required in order to make a
valid tender of Sema ADSs by that time, you may be able to use a Guaranteed
Delivery Procedure, which is described later in this document. See paragraph 16
of the letter from Lehman Brothers and paragraph 10 of Part B of Appendix I.
What is the difference between the Initial Offer Period and the Subsequent
Offer Period? Until what time can I withdraw my acceptance?
The Initial Offer Period for acceptances and withdrawals is the period from the
date of this document until the time and date (not being before 3.00 p.m.
(London time), 10.00 a.m. (New York City time), on 21 March 2001 and not,
except with the consent of the Panel, being after 1.00 p.m. (London time), 8.00
a.m. (New York City time) on 22 April 2001) on which all the Conditions are
satisfied, fulfilled or, to the extent permitted, waived or, if earlier, the
time and date on which the Offer lapses.
The Subsequent Offer Period starts as soon as the Initial Offer Period
terminates. The Subsequent Offer Period must remain open for at least 14
calendar days but we may extend it beyond that time until a further specified
date or until further notice.
You can withdraw your acceptance during the Initial Offer Period but not during
the Subsequent Offer Period. See paragraph 3 of Part B of Appendix I.
Can the Offer be extended and under what circumstances?
Yes. If all of the Conditions have not been either satisfied, fulfilled or, to
the extent permitted, waived by us by 3.00 p.m. (London time), 10.00 a.m. (New
York City time), on 21 March 2001, we may choose, but shall not be obliged, to
extend the Initial Offer Period. We may also be required to extend the Initial
Offer Period under applicable UK and US securities laws if we change the Offer
in any material respects. The Initial Offer Period for acceptances and
withdrawals cannot be extended beyond 1.00 p.m. (London time), 8.00 a.m. (New
York City time) on 22 April 2001 without the consent of the Panel. Once all the
Conditions have been either satisfied, fulfilled or, to the extent permitted,
waived by us, we will extend the Offer for a Subsequent Offer Period of at
least 14 calendar days. See paragraph 1 of Part B of Appendix I.
How will I be notified if the Offer is extended?
If we extend the Offer, we will make a public announcement of the extension,
not later than 8.00 a.m. (London time), 8.00 a.m. (New York City time), on the
next business day after the day on which the Offer was scheduled to expire. See
paragraph 2 of Part B of Appendix I.
We will also announce by not later than 8.00 a.m. (London time) and 8.00 a.m.
(New York City time), on the business day following the end of the Initial
Offer Period that there will be a Subsequent Offer Period. The Subsequent Offer
Period will remain open for at least 14 calendar days but we may extend it
beyond that time until a further specified date or until further notice.
What are the most significant conditions to the Offer?
We are not obliged to purchase any Sema Shares and/or Sema ADSs unless we have
received valid acceptances (which have not been properly withdrawn) in respect
of at least 90 per cent. of the Sema Shares (including Sema
7
Shares represented by Sema ADSs) to which the Offer relates. We may reduce this
percentage, subject to certain limits. At least five US business days prior to
any reduction, we will announce that we may do this through a press release and
an advertisement in a newspaper with general circulation in the United States.
We are not obliged to purchase any Sema Shares and/or Sema ADSs if, among other
things, the European Commission has not indicated, in terms satisfactory to us,
that it does not intend to initiate an in-depth investigation or to make a
referral to a competent authority in the UK or the applicable waiting period
under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, has not expired or been waived.
See Part A of Appendix I.
How do I accept the Offer?
To accept the Offer, you must deliver the certificates representing your Sema
Shares, together with a completed Form of Acceptance to the UK Receiving Agent
(or in the United States, the US Forwarding Agent) or your Sema ADSs, together
with a completed Letter of Transmittal to the US Depositary not later than the
time and date on which the Offer expires. If your shares or ADSs are held in
"street name" in the United States, your nominee can tender them through the
applicable book entry transfer system. In the case of ADSs, if you cannot get
any document or instrument that is required to be delivered by the expiration
of the Offer, you may gain some time by following the procedures for guaranteed
delivery. See paragraph 16 of the letter from Lehman Brothers and paragraph 10
of Part B of Appendix I.
How do I withdraw my acceptance?
To withdraw Sema Shares and/or Sema ADSs, you must deliver a written notice of
withdrawal with the required information to the UK Receiving Agent, US
Forwarding Agent or the US Depositary, as applicable, while you still have the
right to withdraw the shares or ADSs. See paragraph 3 of Part B of Appendix I.
Will the Offer be followed by a compulsory acquisition?
Yes. If all of the Conditions to the Offer are either satisfied, fulfilled or,
where permitted, waived and we have acquired 90 per cent. in nominal value of
Sema Shares (including Sema Shares represented by Sema ADSs) within the
statutory time period then we will be entitled to and intend to acquire all
remaining Sema Shares and Sema ADSs pursuant to the Companies Act. Holders of
Sema Shares and Sema ADSs subject to the compulsory acquisition would receive
the same consideration as those holders of Sema Shares and Sema ADSs who accept
the Offer. See paragraph 13 of the letter from Lehman Brothers and paragraph 10
of Appendix IV.
If I decide not to accept, how will the Offer affect my securities?
If we are able to, we will acquire all Sema Shares (including Sema Shares
represented by ADSs) for which we have not received acceptances pursuant to the
compulsory acquisition provisions of the Companies Act. We also intend to
procure the making of an application by Sema for the removal of Sema Shares
from the Official List and for the cancellation of trading in Sema Shares on
the London Stock Exchange's market for listed securities. It is anticipated
that cancellation of listing and trading will take effect no earlier than 20
business days after the Offer becomes or is declared unconditional in all
respects. We would also intend to procure that Sema applies for de-listing of
the Sema Securities from Nasdaq and from Euronext Paris. Such de-listings and
cancellation would significantly reduce the liquidity and marketability of any
Sema Securities not assented to the Offer. We may also request that Sema
terminate the existing deposit agreement through which the ADS programme is
operated. See paragraph 13 of the letter from Lehman Brothers and paragraph 5
of Appendix IV.
What is the market value of my Sema Securities as of a recent date?
On 9 February 2001, the last dealing day before we announced the Offer, the
closing middle market price of Sema Shares reported on the London Stock
Exchange was 475 pence per share and the last sale price of Sema ADSs reported
on Nasdaq was US$14.00. On 16 February 2001, the latest practicable date prior
to the posting of this document, the closing middle market price of Sema Shares
reported on the London Stock Exchange was 544.75 pence per share and the last
sale price of Sema ADSs reported on Nasdaq was US$16.00. See paragraph 3 of
Appendix IV for the variation in the prices of Sema Shares and Sema ADSs.
8
Can I choose the currency for the cash that I receive?
If you accept the Offer for Sema Shares, you will receive the price for your
shares in pounds sterling, unless you specifically elect to receive it in US
dollars.
If you accept the Offer for Sema ADSs, you will receive the price for your ADSs
in US dollars, unless you specifically elect to receive it in pounds sterling.
If you elect or are deemed to have elected to receive the Offer consideration
in US dollars, 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 Schlumberger Investments
to the relevant paying agent for delivery in respect of your Sema Securities.
The actual amount of US dollars received will depend upon the exchange rate
prevailing on the day on which funds are made available to the relevant payment
agent by Schlumberger Investments.
See paragraph 19 of the letter from Lehman Brothers and paragraph 11 of Part B
of Appendix I.
Will I have to pay any fees or commissions?
If you are the record owner of your Sema Shares and/or Sema ADSs and you accept
the Offer, you will not have to pay brokerage fees or similar expenses. If you
own your Sema Shares and/or Sema ADSs through a broker or other nominee, and
your broker accepts the Offer on your behalf, your broker or nominee may charge
you a fee for doing so. You should consult your broker or nominee to determine
whether any charges will apply.
Will I be taxed on the cash that I receive?
For UK tax purposes, a UK resident holder who accepts the Offer will generally
realise an immediate chargeable gain or allowable loss if the Offer becomes
unconditional.
For US federal income tax purposes, a US holder will recognise a capital gain
or loss on the exchange of Sema Shares or Sema ADSs in an amount equal to the
difference between the US holder's tax basis in its Sema Shares or Sema ADSs
and the offer consideration valued in US dollars. A US holder may also
recognise an exchange gain or loss on a subsequent conversion of the offer
consideration into US dollars.
Further information regarding the application of both US and UK tax laws to
Sema Securityholders who accept the Offer is set out in paragraphs 13 and 14 of
Appendix IV.
Who can answer questions I might have about the Offer?
If you have any questions about the Offer, you should contact the Information
Agent, D. F. King & Co., Inc. in the US toll free on + 1 800 755 7250 or on + 1
212 269 5550 (collect). If you have any questions about procedures for
acceptance of the Offer in the UK, you should contact the UK Receiving Agent,
Computershare Services PLC, on +44 870 702 0100.
9
[LOGO OF SEMA]
LETTER OF RECOMMENDATION FROM THE CHAIRMAN OF SEMA
21 February 2001
To holders of Sema Shares and holders of Sema ADSs and, for information only,
to participants in the Sema Share Option Schemes
Dear Sema Securityholder
RECOMMENDED CASH OFFER FOR SEMA
1. Introduction
On 12 February 2001, the boards of Schlumberger Investments and Sema announced
that they had reached agreement on the terms of a recommended cash offer for
the entire issued, and to be issued, share capital of Sema. The Offer is being
made by Lehman Brothers on behalf of Schlumberger Investments, a wholly-owned
subsidiary of Schlumberger. The purpose of this letter is to set out the
background to the Offer and to explain why the Sema Board recommends that you
accept it.
2. The Offer
Full details of the Offer are set out in the letter from Lehman Brothers, on
pages 13 to 25 of this document. The Offer is being made on the following
basis:
for each Sema Share 560 pence in cash
for each Sema ADS 1,120 pence in cash
(each ADS represents 2 Sema Shares)
The Offer values the entire issued and to be issued share capital of Sema at
approximately (Pounds)3.6 billion (US$5.3 billion) (fully diluted for the
exercise of all outstanding options under the Sema Share Option Schemes).
The Offer represents a premium of approximately 42 per cent. to the middle
market price of 395 pence per Sema Share at the close of business on 2
February 2001, being the last dealing day prior to the announcement by Sema
that it had received preliminary approaches that may or may not lead to an
offer for it, and 18 per cent. to the middle market price of 475 pence per
Sema Share at the close of business on 9 February 2001, the last dealing day
prior to the announcement of the Offer. The Offer also represents a premium of
approximately 3 per cent. to the middle market price of a Sema Share of 544.75
pence at the close of the business on 16 February 2001, being the latest
practicable date prior to the posting of this document.
3. Irrevocable undertakings
Schlumberger has received irrevocable undertakings to accept the Offer from
the Sema Directors in respect of their own beneficial holdings representing
approximately 0.1 per cent. of Sema's existing issued share capital.
Schlumberger Investments has also received undertakings to accept the Offer
from France Telecom and Paribas Affaires Industrielles representing
approximately 16.9 per cent. and 5.1 per cent., respectively, of Sema's
existing issued share capital. Subject to the right for Schlumberger
Investments to improve upon the price of any competing offer, the undertakings
from France Telecom and Paribas Affaires Industrielles will cease to be
binding if a competing offer is made at a price in excess of 600 pence per
Sema Share before the end of the day falling 17 days after the date of this
document. Schlumberger and Schlumberger Investments have therefore received
undertakings to accept the Offer in respect of 135,245,830 Sema Shares in
aggregate, representing approximately 22 per cent. of Sema's existing issued
share capital.
Sema plc-- 233 High Holborn--London--WC1V 7DJ
Registered Number: 1240677-- England and Wales
Registered Office: 233 High Holborn--London--WC1V 7DJ--VAT No. GB 232327983
10
4. Background to, and reasons for recommending, the Offer
Over the last decade Sema has grown rapidly into a worldwide IT services
company serving a wide variety of businesses and governments. As at 31
December 2000, the Sema Group had approximately 21,700 employees. This
progress has been based both upon organic development and acquisitions. Sema's
strong growth has been built on the nurturing of a coherant range of
specialist IT skills in systems integration, the development and marketing of
software products, particularly in the telecoms and finance sectors, and in
outsourcing. From bases in France, the UK and Spain, Sema has expanded to
become a global business independent of any computer hardware manufacturer and
of any dominant client.
Key stages in the growth of Sema have been the merger between Sema Metra and
Cap Group of the United Kingdom in 1988 and the acquisition of key industry
players in Sweden, France, Italy and the UK together with the acquisition last
year of LHS, a US based global provider of billing and operations support
software and services to the communications industry.
Like many other technology companies, Sema's share price performed strongly in
late 1999 and into 2000. With the rapid change in investor sentiment towards
technology stocks and IT services in particular, and the trading statement
issued by Sema on 24 November 2000 highlighting the slowdown in some of Sema's
markets and difficulties related to the integration of LHS, Sema's share price
fell sharply towards the end of 2000. These events prompted several groups to
make tentative approaches to the Sema Board to explore the possibility of
acquiring the Sema Group.
During the summer of 2000, Schlumberger began discussions with Sema about how
the two groups could co-operate, initially on the basis of business
arrangements or joint marketing arrangements including an equity stake.
Following the sharp fall in Sema's share price in November and December 2000,
these discussions moved in January 2001 to consideration of a takeover of
Sema. On 5 February 2001, following press speculation, Sema announced that
preliminary approaches had been received which may or may not lead to an offer
being made for Sema. The Sema Board believes that this announcement increased
the importance of swiftly resolving the longer term future of Sema in order to
preserve and enhance important relationships with customers, partners and
employees.
Schlumberger indicated a willingness to the Sema Board to make an offer in
cash to acquire the shares in Sema. The Sema Board believed it appropriate to
consider an offer from a strong and complementary group with an excellent
cultural fit such as Schlumberger. In addition, the Sema Board believes that
Schlumberger provides the critical mass and stability for Sema to continue to
prosper as well as significant growth opportunities through its international
presence and relationships with major corporates. The Sema Board also
considered that on the basis of the information available to it,
Schlumberger's approach represented an attractive and quickly realisable
alternative available to it which was in the interests of shareholders,
customers, partners and employees.
5. Preliminary results
On 16 February 2001, Sema announced its unaudited preliminary results for the
year ended 31 December 2000. During that period Sema earned an unaudited
profit before taxation and goodwill amortisation of (Pounds)91.9 million on
turnover of (Pounds)1,512.7 million. The full text of the preliminary results
statement is contained in Part A of Appendix III.
6. Management and employees
Schlumberger has stated that it recognises the importance to Sema's business
of the skills and experience of Sema's management team and staff. It intends,
with Sema's senior management, to develop appropriate incentive arrangements
for Sema's employees going forward that reflect that importance.
Schlumberger has given assurances to the Sema Board that the existing
employment rights, including pension rights, of the management and employees
of Sema will be fully safeguarded in accordance with all applicable laws.
7. Sema Share Options Schemes
The Offer extends, subject to the terms and conditions set out in this
document and the Acceptance Form(s), to all Sema Shares (including Sema Shares
represented by Sema ADSs) unconditionally allotted or issued fully paid
11
(or credited as fully paid) upon exercise of options under the Sema Share
Option Schemes while the Offer remains open for acceptance (or until such
earlier date as Schlumberger Investments may, subject to the provisions of the
City Code and of US federal securities laws, determine). Appropriate proposals
will be made to the holders of options under the Sema Share Option Schemes, to
the extent that options are not exercised, once the Offer becomes or is
declared unconditional in all respects.
8. Inducement fee
As an inducement and pre-condition to Schlumberger Investments agreeing to
announce the Offer, Sema has agreed to pay Schlumberger Investments a fee of
US$20 million if:
(a)the Offer lapses or is withdrawn and prior thereto an Independent
Competing Offer for Sema has been announced, and subsequently such
Independent Competing Offer or another Independent Competing Offer
(which has been announced prior to the Offer lapsing or having been
withdrawn) becomes or is declared unconditional in all respects; or
(b)the Offer lapses or is withdrawn and prior thereto the Sema Board, or
any committee thereof, withdraws or modifies, in a manner adverse to
Schlumberger Investments, its approval or recommendation of the Offer,
or approves or recommends an Independent Competing Offer (or resolves to
take any of these actions).
For these purposes, Independent Competing Offer means (a) an offer for, or
scheme of arrangement of, Sema which is made or entered into by a third party
at or above the value of the Offer or (b) certain other transactions resulting
in any third party owning more than 30 per cent. of the voting rights of Sema
or assets representing more than 10 per cent. of the turnover of Sema.
Further details of these arrangements are set out in paragraph 6(a)(v) of
Appendix IV.
9. Action to be taken to accept the Offer
Your attention is drawn to paragraph 16 of the letter from Lehman Brothers,
Part B of Appendix I and the accompanying Acceptance Form, which set out the
procedure for acceptance of the Offer. In order to accept the Offer, you must
complete and return the enclosed Acceptance Form, in accordance with the
instructions printed on it so as to be received as soon as possible, but in
any event no later than 3.00 p.m. (London time), 10.00 a.m. (New York City
time), on 21 March 2001.
10. Taxation
Your attention is drawn to the information regarding UK taxation and US
taxation set out in paragraphs 13 and 14 of Appendix IV to this document. If
you are in any doubt about your tax position or you are subject to taxation in
any jurisdiction other than the UK and the US, you are strongly recommended to
consult an independent professional adviser immediately.
11. Recommendation
The Sema Board, which has been so advised by Credit Suisse First Boston and
Rothschild, considers the terms of the Offer to be fair and reasonable. In
providing advice to the Sema Board, Credit Suisse First Boston and Rothschild
have taken into account the Sema Board's commercial assessments.
Accordingly, the Sema Directors unanimously recommend Sema Securityholders to
accept the Offer. The Sema Directors have irrevocably undertaken to accept the
Offer in respect of their own beneficial holdings comprising 497,742 Sema
Shares in aggregate, representing approximately 0.1 per cent. of Sema's
existing issued share capital.
Yours sincerely,
Sir Julian Oswald
Chairman
12
Letter from Lehman Brothers
LEHMAN BROTHERS
21 February 2001
To holders of Sema Shares and holders of Sema ADSs and, for information only,
to participants in the Sema Share Option Schemes.
Dear Sema Securityholder
RECOMMENDED CASH OFFER FOR SEMA
1. Introduction
It was announced on 12 February 2001 that the boards of Schlumberger
Investments and Sema had reached agreement on the terms of a recommended cash
offer to be made by Lehman Brothers on behalf of Schlumberger Investments, a
wholly-owned subsidiary of Schlumberger, for the entire issued and to be issued
share capital of Sema. This letter, together with Appendix I and the Acceptance
Form(s), contains the formal offer.
The Sema Board, which has been so advised by Credit Suisse First Boston and
Rothschild, considers the terms of the Offer to be fair and reasonable. In
providing advice to the Sema Board, Credit Suisse First Boston and Rothschild
have taken into account the Sema Board's commercial assessments. Accordingly,
the Sema Directors unanimously recommend Sema Securityholders to accept the
Offer. Your attention is drawn to the letter from the Chairman of Sema set out
on pages 10 to 12 of this document which sets out the reasons why the Sema
Board considers the terms of the Offer to be fair and reasonable. The Sema
Directors have irrevocably undertaken to accept the Offer in respect of their
own beneficial holdings comprising 497,742 Sema Shares in aggregate,
representing approximately 0.1 per cent. of Sema's existing issued share
capital on 16 February 2001, being the latest practicable date prior to the
posting of this document.
To accept the Offer you should return the completed Acceptance Form(s) as soon
as possible and, in any event, so as to be received no later than 3.00 p.m.
(London time), 10.00 a.m. (New York City time), on 21 March 2001. The procedure
for acceptance is set out in paragraph 16 below and in the Acceptance Form(s).
Your attention is drawn to the conditions and further terms of the Offer set
out in Appendix I of this document and the accompanying Acceptance Form(s).
Lehman Brothers is acting as financial adviser and corporate broker to
Schlumberger Investments. In addition, Morgan Stanley Dean Witter and Schroder
Salomon Smith Barney have given financial advice to Schlumberger in the context
of the Offer.
2. The Offer
Lehman Brothers on behalf of Schlumberger Investments hereby offers to acquire,
on the terms and subject to the Conditions set out or referred to in this
document and in the Acceptance Form(s), all of the Sema Securities on the
following basis:
for each Sema Share 560 pence in cash
for each Sema ADS 1,120 pence in cash
(each ADS representing 2 Sema Shares)
The Offer values the entire issued and to be issued share capital of Sema at
approximately (Pounds)3.6 billion (US$5.3 billion) (fully diluted for the
exercise of all outstanding options under the Sema Share Option Schemes). This
does not include the option over Sema Shares held by the Continuing LHS
Shareholders (see paragraph 5 of Appendix IV).
LEHMAN BROTHERS EUROPE LIMITED
ONE BROADGATE LONDON EC2M 7HA TELEPHONE 020 7601 0011
Regulated by the Securities and Futures Authority Registered in England No
3950078 at the above address
13
The Offer represents a premium of approximately 42 per cent. to the middle
market price of 395 pence per Sema Share at the close of business on 2
February 2001, being the last dealing day prior to the announcement by Sema
that it had received preliminary approaches that may or may not lead to an
offer being made for it, and 18 per cent. to the middle market price of 475
pence per Sema Share at the close of business on 9 February 2001, the latest
dealing day prior to the announcement of the Offer.
The Offer extends, subject to the terms and conditions set out in this
document and the Acceptance Form(s), to all existing Sema Shares (including
Sema Shares represented by Sema ADSs) and to any Sema Shares (including Sema
Shares represented by Sema ADSs) unconditionally allotted or issued fully paid
(or credited as fully paid) upon exercise of options under the Sema Share
Option Schemes or otherwise while the Offer remains open for acceptance (or
until such earlier date as Schlumberger Investments may, subject to the
provisions of the City Code and of US federal secutities laws, determine).
3. Financing the Offer
The Offer will be financed from a combination of existing cash resources and
additional bank facilities arranged by JP Morgan plc, BNP Paribas,
Citibank/Schroder Salomon Smith Barney and Lehman Brothers for the purposes of
the Offer. The Offer is not conditional upon any financing arrangements.
Further details regarding these bank facilities are set out in paragraphs 6
and 7 of Appendix IV.
4. Terms and Conditions of the Offer
The full terms and conditions of the Offer are set out in Appendix I and the
Acceptance Forms.
The Sema Shares (including Sema Shares represented by Sema ADSs) will be
acquired by Schlumberger Investments pursuant to the Offer fully paid and free
from all liens, charges, equitable interests, encumbrances, and other third
party rights and interests of any nature whatsoever and together with all
rights now or hereafter attaching thereto, including the right to receive and
retain all dividends and other distributions (if any) declared, made or paid
after 12 February 2001. The final dividend of Sema announced on 16 February
2001 will not be declared or paid if the Offer becomes wholly unconditional.
The Offer is not being made, directly or indirectly, in or into Australia,
Canada or Japan and it may not be accepted in or from Australia, Canada or
Japan. Accordingly, copies of this document and the accompanying Acceptance
Form(s) and any related documents are not being, and must not be, mailed or
otherwise distributed or sent in or into Australia, Canada or Japan.
Custodians, nominees and trustees should observe these restrictions and should
not send or distribute this document and the accompanying Acceptance Form(s)
and any related documents in or into Australia, Canada or Japan.
5. Inducement fee
Sema has agreed to pay Schlumberger Investments a fee of US$20 million in
certain limited circumstances. Please see paragraph 8 of the letter from the
Chairman of Sema and paragraph 6(a)(v) of Appendix IV.
6. Undertakings to accept the Offer
Schlumberger Investments has received undertakings to accept the Offer from
certain Sema Securityholders as set out below. The percentage figures are
based on the number of Sema Shares in issue on 16 February 2001, being the
latest practicable date prior to the posting of this document.
14
Number of Per
Securityholder Sema Shares cent.
-------------- ----------- -----
France Telecom......................................... 103,634,296 16.9
Paribas Affaires Industrielles, a division of BNP
Paribas............................................... 31,113,792 5.1
Sir Julian Oswald (and spouse)......................... 24,886 0.004
P S E Bonelli.......................................... 360,116 0.059
W Bitan................................................ 25,612 0.004
H Couffin.............................................. 120 0.000
W H Fryer.............................................. 28,500 0.005
F S Jones.............................................. 46,728 0.008
D Pineau-Valencienne................................... 400 0.000
G Schmitt.............................................. 11,250 0.002
G H Cosson............................................. 120 0.000
P Viginier............................................. 10 0.000
Schlumberger and Schlumberger Investments have therefore received undertakings
to accept the Offer in respect of 135,245,830 Sema Shares in aggregate,
representing approximately 22 per cent. of Sema's existing issued share
capital. Subject to the right for Schlumberger Investments to improve upon the
price of any competing offer, the undertakings from France Telecom and Paribas
Affaires Industrielles in respect of 134,748,088 Sema Shares will cease to be
binding if a competing offer is made at a price in excess of 600 pence per
Sema Share before the end of the day falling 17 days after this document is
posted. See paragraph 6 of Appendix IV.
7. Information on Schlumberger
Schlumberger, the ultimate parent company of Schlumberger Investments, is a
worldwide leader in technical services with approximately 63,000 employees in
more than 100 countries. It comprises three business segments whose activities
are detailed below:
. Oilfield Services--the leading supplier of services and technology to
the international petroleum industry. It provides a wide spectrum of
services to the upstream exploration and production industry. The
business segment is managed geographically and comprises four geographic
areas containing 28 GeoMarket regions, which bring together
geographically focused teams to meet local needs of customers and to
provide customised solutions. 13 Service Groups develop and support the
best-in-class technology and services delivered in the GeoMarkets. The
Service Groups also exploit synergies and introduce innovative solutions
into the delivery of products and services within the GeoMarket regions.
The Service Groups reflect key areas of Schlumberger's expertise. They
are organised into three product groups that represent the key processes
that dominate oil company requirements throughout the life cycle of the
reservoir. Reservoir Evaluation combines wireline and seismic services.
Reservoir Development combines all services relevant to well
construction and well productivity: directional drilling, pressure
pumping, drilling fluids, well testing, drilling bits, electrical
submersible pumps and completion products. Reservoir Management combines
integrated services, the software products, data management services and
consulting services of GeoQuest, gas compression services and the
production systems business.
. Resource Management Services ("RMS") -- which provides professional
business services for utilities, energy service providers and industry
worldwide. Through consulting, meter deployment and management, data
collection and processing, and information analysis, RMS helps clients
achieve network optimisation, greater operating efficiency and increased
customer loyalty in all utility sectors--water, gas, electricity and
heat.
. Test & Transactions--provides smart card-based solutions, semiconductor
test equipment and services, and secure Internet solutions to customers
throughout the world. The segment comprises four units: Cards,
eTransactions, Network Solutions and Semiconductor Solutions.
In the year ended 31 December 1999, Schlumberger had consolidated revenues of
US$8,395 million ((Pounds)5,188 million) (1998: US$10,725 million
((Pounds)6,461 million)) and had consolidated net income before taxes of
US$470 million ((Pounds)290 million) (1998: US$894 million ((Pounds)539
million)) and as at that date had consolidated shareholders' equity of
US$7,721 million ((Pounds)4,771 million) (1998: US$8,119 million
((Pounds)4,891 million)).
15
In its unaudited results for the year ended 31 December 2000, Schlumberger had
consolidated revenues of US$9,611 million ((Pounds)6,437 million) and had
consolidated net income before taxes of US$961 million ((Pounds)644 million)
and as at that date had consolidated shareholders' equity of US$8,295 million
((Pounds)5,556 million). As at the close of business on 16 February 2001 (the
last practicable day prior to the posting of this document), Schlumberger had
a market capitalisation of approximately US$36.93 billion ((Pounds)25.50
billion).
Schlumberger's current trading is in line with the Schlumberger board's
expectations. January 2001 revenue and pre-tax and after-tax operating income
were better than January 2000, and net liquidity and net assets improved since
31 December 2000.
8. Information on Schlumberger Investments and Schlumberger Industries S.A.
Schlumberger Investments is a newly incorporated company set up by
Schlumberger and Schlumberger Industries S.A. for the purposes of acquiring
Sema. Schlumberger Investments has not traded since incorporation.
Schlumberger Industries S.A., a wholly-owned subsidiary of Schlumberger, will
hold approximately 60 per cent. of the issued share capital of Schlumberger
Investments after the Offer becomes unconditional in all respects.
Schlumberger Industries S.A. through itself and its French subsidiaries
provides metering devices and professional business services for utilities,
energy services providers and industry in France and Europe.
In the year to 31 December 1999, Schlumberger Industries S.A. had total
turnover of FF1,603 million ((Pounds)152.0 million) (1998: FF2,180 million
((Pounds)234.3 million)), a loss before taxation of FF16 million ((Pounds)1.5
million) (1998: FF67 million ((Pounds)7.2 million)) and total net assets of
FF1,817 million ((Pounds)172.3 million) (1998: FF1,801 million ((Pounds)193.6
million)). The financial and trading prospects of Schlumberger Industries S.A.
are in line with management expectations.
9. Information on Sema
Sema is an IT services company which provides its customers with the design,
implementation, operations and management of information systems and IT-
related consulting services. Among the industry sectors which Sema serves,
Sema has increasingly focused on the telecommunications and finance sectors,
and provides a range of its own software products specifically designed for
these sectors in addition to its IT services. Sema's customers include a wide
variety of businesses and governmental departments around the world.
Sema's services and product offerings include:
. systems integration and consulting;
. software products, for the telecommunications, energy, transport and
finance sectors; and
. outsourcing.
Sema has its registered office in London and has a substantial portion of its
management and operations in Paris, France, as well as in other countries
throughout the world. As of 31 December 2000, Sema had approximately 21,700
employees working in more than 160 operating sites in 28 countries.
On 29 July 2000, Sema expanded its sphere of operations with the completion of
the acquisition of LHS, a global provider of billing and operations support
software and services to the communications industry. LHS produces pre and
post-paid billing and customer care and voice messaging software.
In the year ended 31 December 1999, Sema reported consolidated turnover of
(Pounds)1,410 million and a consolidated profit before taxation (after
exceptional items and goodwill amortisation) for the financial year of
(Pounds)93.8 million. As at 31 December 1999, Sema had consolidated net assets
of (Pounds)239.7 million.
On 16 February 2001, Sema announced its unaudited preliminary results for the
year ended 31 December 2000. During that period Sema earned an unaudited
profit before taxation and goodwill amortisation of (Pounds)91.9 million on
turnover of (Pounds)1,512.7 million. The full text of the preliminary results
statement is contained in Part A of Appendix III.
16
10. Background to and reasons for the Offer
For several years, Schlumberger has been actively exploiting IT to improve its
internal business processes and efficiencies, to grow the company's existing
businesses and to develop new IT-based revenue generation opportunities.
This focus on leveraging IT has taken the form of extensions of existing
Schlumberger business groups and also the creation of new businesses which
leverage Schlumberger's long-term expertise in network development and
management, IP based applications, backed by a strong culture of global
support. Such initiatives have been ongoing in all three of the Schlumberger
core vertical markets: oilfield services, wireless telecom and utilities.
Schlumberger has concluded that it needs to continue to add strong IT
technology, systems integration and consulting competencies on a global scale
to both accelerate the growth in its core vertical markets and to establish
itself as a leading information solutions provider in those core vertical
markets.
The acquisition of Sema, a leading diversified IT and business services
company, will accelerate the implementation of Schlumberger's strategy of
providing end-to-end information solutions to customers in selected growth
markets. Sema will enhance Schlumberger's capabilities and critical mass in
systems integration and the range of IT skills which Schlumberger requires to
serve its present and future customer base. It should also allow Schlumberger
to realise revenue synergies as a result of cross selling its core
competencies in network development and management, IP-based applications,
data management, smart cards and security application products.
The board of directors of Schlumberger believes this combination will:
. offer a compelling opportunity to add scale and critical mass,
enabling cross-penetration of new markets and customers with existing
and future product/services offerings;
. provide the critical mass and scale to deliver end-to-end information
solutions for a global customer base in key vertical markets and
offer significant cross-selling opportunities;
. be important to Schlumberger because of the benefits to its core
oilfield services business which will be able to provide its
customers with fully integrated information solutions, comprising
domain knowledge and expertise, IT implementation and consulting
skills, and global support to E&P companies. The systems integration
and e-transformation technologies and expertise provided by Sema will
enable Schlumberger to deepen its relationships with its key
customers by providing a comprehensive infrastructure support service
on a global basis and capture a significant share of the emerging,
fast growing global E&P IT transformation market;
. allow Schlumberger's Resource Management Services and Sema's
Energy/Utilities business unit to exploit their complementary
geographical reach and technological offering to create significant
growth opportunities, primarily by combining both solutions
approaches and thereby facilitating access to larger, more complex
contracts requiring end-to-end solutions. Schlumberger's Resource
Management Services specialising in the North American solutions
market for automatic meter reading products and services, related
data management via CellNet based technologies and consulting
services provided by Convergent Group combined with Sema's presence
in the European solutions market for power exchange, customer
management and utility economics are expected to yield significant
cross selling opportunities; and
. through the combination of Sema's recognised systems integration
expertise and telecom product offering breadth (customer care and
billing, prepaid and SMS) and Schlumberger's smartcards and systems
activities, which will be enhanced by the forthcoming acquisition of
"Bull CP8" from Bull SA, further accelerate the creation of a leading
global technology services provider for the telecommunications
industry.
Assuming the transaction closes in April 2001, Schlumberger estimates that the
acquisition will be dilutive to First Call consensus estimates for
Schlumberger's 2001 earnings per share by approximately 8 per cent. before
acquisition related costs and approximately 13 per cent. after acquisition
related costs.
With regard to 2003, the acquisition is expected to be neutral to earnings per
share before acquisition related costs and modestly dilutive after acquisition
related costs.
17
Schlumberger believes that the causes of the recent profitability issues
within Sema have been identified and that appropriate action is being taken to
address those issues. Further, Schlumberger believes significant revenue
synergies can be realised towards the latter part of the year 2002 in each of
its core business verticals: Oilfield Services, Utilities and Wireless
Telecommunications.
The foregoing statements are not intended to imply that Schlumberger's
earnings per share for any period will necessarily exceed or fall below those
of any previous period.
Further details as to the background to and reasons for the Offer are
contained in the paragraph headed "Background to and reasons for recommending
the Offer" in the letter from the Chairman of Sema, which is set out on pages
10 to 12 of this document, and in paragraph 9 of Appendix IV.
11. Management and employees
Schlumberger Investments recognises the importance to Sema's business of the
skills and experience of Sema's management team. It intends, with Sema's
senior management, to develop incentivisation arrangements for Sema's
employees going forward that reflect that importance.
Schlumberger Investments has given assurances to the Sema Board that the
existing employment rights, including pension rights, of the management and
employees of the Sema Group will be fully safeguarded in accordance with all
applicable laws.
Pierre Bonelli, currently Chief Executive Officer of Sema, will become
Chairman of the Sema/Schlumberger business group. Irwin Pfister will become
the Chief Executive Officer of the new Sema/Schlumberger business group within
Schlumberger.
12. Sema Share Option Schemes
The Offer extends, subject to the terms and conditions set out in this
document and the Acceptance Form(s), to all Sema Shares (including Sema Shares
represented by Sema ADSs) unconditionally allotted or issued fully paid (or
credited as fully paid) upon exercise of options under the Sema Share Option
Schemes while the Offer remains open for acceptance (or until such earlier
date as Schlumberger Investments may, subject to the provisions of the City
Code and of US federal securities laws, determine). Appropriate proposals will
be made to the holders of options under the Sema Share Option Schemes, to the
extent that options are not exercised, once the Offer becomes or is declared
unconditional in all respects.
13. Compulsory acquisition and de-listing of Sema Securities
If all of the Conditions are either satisfied, fulfilled or, to the extent
permitted, waived and Schlumberger Investments has acquired or contracted to
acquire, pursuant to the Offer or otherwise, at least 90 per cent. in nominal
value of the Sema Shares to which the Offer relates, before the end of the
four month period provided by the Companies Act, Schlumberger Investments will
be entitled, and intends, to acquire the remaining Sema Shares (including Sema
Shares represented by Sema ADSs) on the same terms as the Offer pursuant to
the compulsory acquisition procedure set out in sections 428 to 430F of the
Companies Act (see paragraph 10 of Appendix IV and Appendix V).
When the Offer becomes or is declared unconditional in all respects,
Schlumberger Investments intends to procure the making of an application by
Sema for the removal of Sema Shares from the Official List and for the
cancellation of trading in Sema Shares on the London Stock Exchange's market
for listed securities. It is anticipated that cancellation of listing and
trading will take effect no earlier than 20 business days after the Offer
becomes or is declared unconditional in all respects. Schlumberger Investments
would also intend to procure that Sema applies for de-listing of the Sema
Securities from Nasdaq and from Euronext Paris. Such de-listings and
cancellation would significantly reduce the liquidity and marketability of any
Sema Securities not assented to the Offer.
14. United Kingdom Taxation
Your attention is drawn to the information regarding UK taxation set out in
paragraph 13 of Appendix IV. If you are in any doubt about your tax position
or you are subject to taxation in any jurisdiction other than the UK or the
US, you are strongly recommended to consult an independent professional
adviser immediately.
18
15. US Taxation
Your attention is drawn to the information regarding US taxation set out in
paragraph 14 of Appendix IV. If you are in any doubt about your tax position
or you are subject to taxation in any jurisdiction other than the UK or the
US, you are strongly recommended to consult an independent professional
adviser immediately.
16. Procedure for acceptance of the Offer
This section should be read together with the notes and instructions on the
relevant Acceptance Form.
(a) Holders of Sema Shares
Sema Shareholders will find enclosed with this document a Form of Acceptance
for use in relation to the Offer. You should note that, if you hold Sema
Shares in both certificated and uncertificated form, you should complete a
separate Form of Acceptance for each holding. If you hold Sema Shares in
uncertificated form, but under different member account IDs, you should
complete a separate Form of Acceptance in respect of each member account ID.
Similarly, if you hold Sema Shares in certificated form, but under different
designations, you should complete a separate Form of Acceptance in respect of
each designation. Further Forms of Acceptance can be obtained, with respect to
holders of Sema Shares outside the United States, from Computershare Services
PLC at the addresses given below or by telephoning Computershare Services PLC
on + 44 870 702 0100, and with respect to holders of Sema Shares in the United
States, from Computershare Trust Company of New York at the addresses given
below or by telephoning Computershare Trust Company of New York on +1 212 701
7650.
The completed Forms of Acceptance should be lodged with Computershare Services
PLC with respect to holders of Shares outside the United States, and with
Computershare Trust Company of New York with respect to holders of Shares in
the United States, together with the relevant share certificates, other
documents(s) of title, letters of indemnity and supporting documents (if any),
as soon as possible, but in any event so as to arrive not later than 3.00 p.m.
(London time), 10.00 a.m. (New York City time), on 21 March 2001. A reply-paid
envelope (for use in the UK only) is enclosed for your convenience.
(i) To accept the Offer
To accept the Offer in respect of all of your Sema Shares you must
complete Boxes 1 and 4 of the Form of Acceptance and, if your Sema
Shares are in CREST, Box 5 and, if appropriate, Boxes 2, 6 and 7. If you
do not insert a number in Box 1, your acceptance will be deemed to be in
respect of all the Sema Shares held by you. In all cases you must sign
and date Box 3 of the Form of Acceptance in accordance with the
instructions printed thereon. All holders of Sema Shares who are
individuals should sign Box 3 of the Form of Acceptance in the presence
of a witness, who should also sign Box 3 in accordance with the
instructions.
If you have any questions as to how to complete the Form of Acceptance,
please telephone Computershare Services PLC on + 44 870 702 0100.
(ii) To accept the Offer in respect of less than all your Sema Shares
To accept the Offer in respect of less than all your Sema Shares, you
must insert in Box 1 of the Form of Acceptance such lesser number of
Sema Shares in respect of which you wish to accept the Offer, in
accordance with the instructions printed thereon. You should then follow
the procedure described in (i) above in respect of such lesser number of
Sema Shares. If you do not insert a number in Box 1, your acceptance
will be deemed to be in respect of all the Sema Shares held by you. In
all cases, holders of Sema Shares who are individuals should sign Box 3
of the Form of Acceptance in the presence of a witness, who should also
sign Box 3 in accordance with the instructions.
(iii) Return of the Form of Acceptance
To accept the Offer, the Form of Acceptance must be completed and
returned, whether or not your Sema Shares are in CREST. The completed,
signed and (if you are an individual) witnessed Form of Acceptance,
together with, if your Sema Shares are not in CREST, the share
certificate(s) and/or other document(s) of title for your Sema Shares,
should be returned (if you are outside the United States), by post or by
hand (during normal business hours) to the UK Receiving Agent,
Computershare Services PLC, PO Box 859, The Pavillions, Bridgewater
Road, Bristol BS99 1XZ or, by hand only (during normal business hours)
to Computershare Services PLC, 7th Floor, Jupiter House,
19
Triton Court, 14 Finsbury Square, London EC2A 1BR or (if you are in the
United States), by mail only, to the US Forwarding Agent, Computershare
Trust Company of New York, Wall Street Station, P.O. Box 1023, New York,
NY 10268--1023 or, by overnight courier or by hand only (during the
hours of 9.00 a.m. and 3.00 p.m. (New York City time)), to Computershare
Trust Company of New York, Wall Street Plaza, 88 Pine Street --19th
Floor, New York, NY 10005, as soon as possible but, in any event, so as
to be received by no later than 3.00 p.m. (London time), 10.00 a.m. (New
York City time), on 21 March 2001. A reply-paid envelope is enclosed for
your convenience and may be used by holders of Sema Shares for returning
Forms of Acceptance within the United Kingdom. The instructions printed
on the Form of Acceptance shall be deemed to form part of the terms of
the Offer.
Any Form of Acceptance received in an envelope postmarked in Australia,
Canada or Japan or otherwise appearing to Schlumberger Investments or
its agents to have been sent from Australia, Canada or Japan may be
rejected as an invalid acceptance of the Offer. For further information
for overseas Sema Shareholders, see paragraph 18 of this letter and
paragraph 7 of Part B of Appendix I.
If you are in any doubt as to the procedure for acceptance, please
telephone Computershare Services PLC on +44 870 702 0100.
(iv)Additional procedures for Sema Shares in uncertificated form (that is, in
CREST)
If your Sema Shares are in uncertificated form you should insert in Box
5 of the enclosed Form of Acceptance the participant ID and member
account ID under which such Sema Shares are held by you in CREST and
otherwise complete and return the Form of Acceptance as described in
(i), (ii) and (iii) above. In addition, you should take (or procure to
be taken) the action set out below to transfer the Sema Shares in
respect of which you wish to accept the Offer to an escrow balance (that
is, a TTE Instruction), specifying Computershare Services PLC (in its
capacity as a CREST participant under Computershare Services PLC
participant ID referred to below) as the escrow agent, as soon as
possible and in any event so that the transfer to escrow settles not
later than 3.00 p.m. (London time), 10.00 a.m. (New York City time), on
21 March 2001.
If you are a CREST sponsored member, you should refer to your CREST
sponsor before taking any action. Your CREST sponsor will be able to
confirm details of your participant ID and the member account ID under
which your Sema Shares are held. In addition, only your CREST sponsor
will be able to send the TTE Instruction to CRESTCo in relation to your
Sema Shares.
You should send (or, if you are a CREST sponsored member, procure that
your CREST sponsor sends) a TTE Instruction to CRESTCo which must be
properly authenticated in accordance with CRESTCo's specifications and
which must contain, in addition to the other information that is
required for a TTE Instruction to settle in CREST, the following
details:
(i) the number of Sema Shares to be transferred to an escrow balance;
(ii) your member account ID. This must be the same member account ID
as the member account ID that is inserted in Box 5 of the Form
of Acceptance;
(iii) your participant ID. This must be the same participant ID as
the participant ID that is inserted in Box 5 of the Form of
Acceptance;
(iv) the participant ID of the escrow agent, Computershare Services
PLC, in its capacity as a CREST receiving agent. This is 3RA09;
(v) the member account ID of the escrow agent. This is SEMA;
(vi) the Form of Acceptance reference number. This is the reference
number that is shown next to Box 5 on page 3 of the Form of
Acceptance. This reference number should be inserted in the
first eight characters of the shared note field on the TTE
Instruction. Such insertion will enable Computershare Services
PLC to match the TTE to your Form of Acceptance. You should keep
a separate record of this reference number for future reference;
(vii) the intended settlement date. This should be as soon as
possible and in any event not later than 3.00 p.m. (London
time), 10.00 a.m. (New York City time), on 21 March 2001;
(viii) the Corporate Action Number for the Offer which is allocated
by CRESTCo and can be found by reviewing the relevant
Corporate Action Details in CREST; and
(ix) input with Standard Delivery instruction of 80.
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After settlement of the TTE Instruction, you will not be able to access the
Sema Shares concerned in CREST for any transaction or charging purposes. If
the Offer becomes or is declared unconditional in all respects, the escrow
agent will transfer the Sema Shares concerned to itself in accordance with
paragraph 9(d)(i) of Part B of Appendix I.
You are recommended to refer to the CREST manual published by CRESTCo for
further information on the CREST procedures outlined above. For ease of
processing, you are requested, wherever possible to ensure that a Form of
Acceptance relates to only one transfer to escrow.
If no Form of Acceptance reference number, or an incorrect Form of Acceptance
reference number, is included on the TTE Instruction, Schlumberger Investments
may treat any amount of Sema Shares transferred to an escrow balance in favour
of the escrow agent specified above from the participant ID and member account
ID identified in the TTE Instruction as relating to any Form(s) of Acceptance
which relate(s) to the same member account ID and participant ID (up to the
amount of Sema Shares inserted or deemed to be inserted on the Form(s) of
Acceptance concerned).
You should note that CRESTCo does not make available special procedures in
CREST for any particular corporate action. Normal system timings and
limitations will therefore apply in connection with a TTE Instruction and its
settlement. You should therefore ensure that all necessary action is taken by
you (or by your CREST sponsor) to enable a TTE Instruction relating to Sema
Shares to settle prior to 3.00 p.m. (London time), 10.00 a.m. (New York City
time), on 21 March 2001. In this regard you are referred in particular to
those paragraphs of the CREST Manual concerning practical limitations of the
CREST system and timings.
Schlumberger Investments will make an appropriate announcement if any of the
details contained in this paragraph 16 alter for any reason in any respect
that is material for Sema Shareholders.
(v)Share certificates not readily available or lost
If your Sema Shares are in certificated form, a completed, signed and (if
appropriate) witnessed Form of Acceptance should be accompanied by the
relevant share certificate(s) and/or other document(s) of title. If for any
reason, your share certificate(s) and/or other document(s) of title is/are not
readily available, you should nevertheless complete, sign and return your
completed Form of Acceptance as stated above. You should send with the Form of
Acceptance any share certificate(s) and/or other documents(s) of title which
you may have available, accompanied by a letter stating that the remaining
documents will follow or that you have lost one or more of your share
certificates and/or other documents of title and such certificate(s) and/or
other document(s) of title should be forwarded as soon as possible thereafter.
If you have lost your share certificate(s) and/or other document(s) of title,
you should write to the Registrar of Sema, IRG plc, Bourne House, 34 Beckenham
Road, Beckenham, Kent BR3 4TU, United Kingdom, for a letter of indemnity for
lost share certificate(s) and/or other document(s) of title which, when
completed in accordance with the instructions given, should be returned to the
UK Receiving Agent (if you are outside the United States) or to the US
Forwarding Agent (if you are in the United States) at the relevant address set
out in paragraph (iii) above.
(vi)Deposits of Sema Shares into, and withdrawals of Sema Shares from, CREST
Normal CREST procedures (including timings) apply in relation to any Sema
Shares that are, or are to be, converted from uncertificated to certificated
form, or from certificated to uncertificated form, during the course of the
Offer (whether any such conversion arises as a result of a transfer of Sema
Shares or otherwise). Sema Shareholders who are proposing so to convert any
such Sema Shares are recommended to ensure that the conversion procedures are
implemented in sufficient time to enable the person holding or acquiring the
Sema Shares as a result of the conversion to take all necessary steps in
connection with an acceptance of the Offer (in particular as regards delivery
of share certificate(s) and/or other document(s) of title or transfers to an
escrow balance prior to 3.00 p.m. (London time), 10.00 a.m. (New York City
time), on 21 March 2001.
(b)Holders of Sema ADSs
The attention of holders of Sema ADSs is drawn to paragraph 10 of Part B of
Appendix I and to the relevant provisions of the Letter of Transmittal.
21
For a holder of ADSs to validly accept the Offer, either (i) a properly
completed and duly executed Letter of Transmittal, together with any other
required signature guarantees or, in the case of a book-entry transfer, an
Agent's Message, and any other documents required by the Letter of
Transmittal, must be received by the US Depositary at its address, set out at
the back of this document, and either the Sema ADRs evidencing such Sema ADSs
must be received by the US Depositary at one of such addresses or such Sema
ADRs must be delivered pursuant to the procedure for book-entry transfer set
out in paragraph 10 of Part B of Appendix I (and a Book-Entry Confirmation
received by the US Depositary in accordance with such procedures); or (ii)
such holder must comply with the guaranteed delivery procedures set out in
paragraph 10(h) of Part B of Appendix I. Acceptances using the guaranteed
delivery procedures will not be taken into account in determining whether the
Acceptance Condition has been satisfied unless the Sema ADRs evidencing the
ADSs or book-entry transfer of the ADSs to which the guaranteed delivery
procedures relate have been received by the US Depositary before the end of
the Initial Offer Period.
(c)Validity of acceptances
Without prejudice to Part B of Appendix I and subject to the City Code,
Schlumberger Investments and Lehman Brothers reserve the right to treat as
valid in whole or in part any acceptance of the Offer which is not entirely in
order or which is not accompanied by (as applicable) the relevant transfer to
escrow or the relevant share certificate(s), Sema ADRs and/or other
document(s) of title or which is received in a form or at a place or places
other than as set out in this document or on the relevant Acceptance Form. In
that event, no payment of cash under the Offer will be required to be made
until after the acceptance is entirely in order to Schlumberger Investments'
satisfaction and (as applicable) the relevant transfer to escrow has been
settled or the relevant share certificate(s), Sema ADRs and/or other
document(s) of title or indemnities satisfactory to Schlumberger Investments
have been received by the UK Receiving Agent, the US Forwarding Agent or the
US Depositary, as the case may be.
(d)General
No acknowledgement or receipt of Acceptance Form(s), Sema share certificates,
Sema ADRs or other documents of title or documentation in respect of the Offer
will be given.
You are urged to complete, sign and return the relevant Acceptance Form to the
UK Receiving Agent Computershare Services PLC, the US Forwarding Agent,
Computershare Trust Company of New York, or to the US Depositary, Citibank
N.A., as soon as possible and, in any event, so as to arrive not later than
3.00 p.m. (London time), 10.00 a.m. (New York City time), on 21 March 2001.
If you are in any doubt as to the procedures for acceptance, please contact
the UK Receiving Agent, Computershare Services PLC, by telephone on +44 870
702 0100 or the US Forwarding Agent, Computershare Trust Company of New York,
by telephone on +1 212 701 7650, if you hold Sema Shares, or the US
Depositary, Citibank, N.A., by telephone on 800 270 0808 or the Information
Agent by telephone on 800 755 7250, if you hold Sema ADSs. You are reminded
that if you are a CREST sponsored member, you should contact your CREST
sponsor before taking any action.
17.Rights of withdrawal
Except to the extent of the exemptive relief which has been granted by the
SEC, the Offer is subject to the US tender offer rules applicable to
securities registered under the Exchange Act, as well as to the City Code.
This has necessitated a number of changes from the procedures which normally
apply to offers for companies governed by the City Code, including those
applicable to the rights of holders of Sema Securities to withdraw their
acceptance of the Offer.
Under the Offer, holders of Sema Securities will be able to withdraw their
acceptances at any time during the Initial Offer Period but will not have any
withdrawal rights during the Subsequent Offer Period, except in certain
limited circumstances (see paragraph 3 of Part B of Appendix I). The
Subsequent Offer Period must remain open for at least 14 calendar days but may
be extended beyond that time until a further specified date or until further
notice.
The Offer will be deemed not to have been validly accepted in respect of any
Sema Securities acceptances in respect of which have been validly withdrawn.
However, the Offer may be accepted again in respect of any withdrawn Sema
Securities by following one of the procedures described in paragraph 16 of
this letter at any time prior to expiry or lapse of the Offer.
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It should be noted that by virtue of the conflicting provisions of the City
Code and US federal securities laws, the Panel has agreed that the Acceptance
Condition can be structured so that the Offer cannot become or be declared
unconditional as to acceptances until such time as all other Conditions to the
Offer have been satisfied, fulfilled or, to the extent permitted, waived. The
Acceptance Condition in paragraph (a) of Part A of Appendix I reflects this.
Further details of these rights of withdrawal and the procedure for effecting
withdrawals are set out in paragraph 3 of Part B of Appendix I.
18.Overseas shareholders
The attention of Sema Securityholders who are citizens or residents of
jurisdictions outside the UK and the US is drawn to paragraph 7 of Part B of
Appendix I and to the relevant provisions of the Acceptance Form(s). The
availability of the Offer to persons not resident in the UK or the US may be
affected by the laws of the relevant jurisdictions. Persons not resident in
the UK or the US should inform themselves about and observe any applicable
requirements.
The Offer is not being made, directly or indirectly, in or into Australia,
Canada or Japan and it may not be accepted in or from Australia, Canada or
Japan. Accordingly, copies of this document, the accompanying Acceptance
Form(s) and any related documents are not being, and must not be, mailed or
otherwise distributed or sent in or into Australia, Canada or Japan unless
Schlumberger Investments, in its sole discretion, determines otherwise.
Custodians, nominees and trustees should observe these restrictions and should
not send or distribute this document, the accompanying Acceptance Form(s) and
any related document in or into Australia, Canada or Japan.
19.Settlement
(a)Date of Payment
The settlement procedure with respect to the Offer will be consistent with UK
practice, which differs from US domestic tender offer procedures in certain
material respects, particularly with regard to the date of payment.
Subject to either the satisfaction, fulfilment or, to the extent permitted,
waiver of all of the Conditions, settlement of consideration to accepting Sema
Shareholders and accepting holders of Sema ADSs or their designated agents
will be effected in the manner set out below:
(i) in the case of acceptances received, complete in all respects, by
the end of the Initial Offer Period, within 14 calendar days of such
date; or
(ii) in the case of acceptances received complete in all respects after
such date but while the Offer remains open for acceptance, within
14 calendar days of such receipt.
(b)Sema Shares in uncertificated form (that is, in CREST)
Where an acceptance relates to Sema Shares in uncertificated form the cash
consideration to which an accepting Sema Shareholder is entitled will be paid
by means of CREST by Schlumberger Investments procuring the creation of an
assured payment obligation in favour of the accepting Sema Shareholder's
payment bank in respect of the cash consideration due, in accordance with the
CREST assured payment arrangements.
Schlumberger Investments reserves the right to settle all or any part of the
cash consideration referred to above, for all or any accepting Sema
Shareholder(s), in the manner referred to in paragraph (c) below, if, for any
reason, it wishes to do so.
(c)Sema Shares and Sema ADSs in certificated form
Where an acceptance relates to Sema Shares or Sema ADSs in certificated form,
cheques drawn on a UK clearing bank in pounds sterling or US dollars, as
appropriate, for the cash due will be despatched by post (or by such other
method as may be approved by the Panel).
(d)Lapsing of the Offer
During the Initial Offer Period, if by the relevant Closing Date the
Conditions are not satisfied, fulfilled or, to the extent permitted, waived,
the Offer will lapse (unless a later Closing Date is selected by Schlumberger
23
Investments). If the Offer lapses then: (i) in respect of Sema Shares in
certificated form and Sema ADSs, the relevant share certificate(s), Sema ADRs
and/or other documents of title will be returned by post (or by such other
method as may be approved by the Panel) within 14 calendar days of the Offer
lapsing to the person or agent whose name and address (outside Australia,
Canada or Japan) is set out in Box 1 (or, if applicable, Box 4 or 7) of the
Form of Acceptance or to the person or agent whose name and address (outside
Australia, Canada or Japan) is set out in the Letter of Transmittal (as
applicable) or, if none is set out, to the name and address of the person who
is the first named holder at his or her registered address; (ii) in respect of
Sema Shares in uncertificated form (that is, in CREST), the UK Receiving Agent
will, immediately after the lapsing of the Offer (or within such longer period
as the Panel may permit, not exceeding 14 calendar days after the lapsing of
the Offer), give transfer from escrow instructions to CRESTCo to transfer all
relevant Sema Shares held in escrow balances and in relation to which it is
the escrow agent for the purposes of the Offer to the original available
balances of the holders of Sema Shares concerned; and (iii) in respect of Sema
ADSs delivered by book-entry transfer into the US Depositary's account at a
Book-Entry Transfer Facility, Sema ADSs will be credited to an account
maintained at the appropriate Book-Entry Transfer Facility.
Further information on the lapsing of the Offer is set out on page 7 of Part A
of Appendix I.
(e)General
All documents and remittances sent by, to or from Sema Securityholders or
their appointed agents will be sent at their own risk.
(f)Currency of cash consideration
Instead of receiving cash consideration in pounds sterling, Sema Shareholders
who so wish may elect to receive US dollars on the basis that the cash amount
payable in pounds sterling to which such holder 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 Schlumberger Investments to the relevant
payment agent for delivery in respect of the relevant Sema Shares. A Sema
Shareholder may receive such amount on the basis set out above only in respect
of the whole of his holding of Sema Shares in respect of which he accepts the
Offer. Sema Shareholders may not elect to receive both pounds sterling and US
dollars.
Holders of Sema ADSs are entitled under the terms of the Offer to receive the
cash element of the consideration in pounds sterling. The pounds sterling
consideration available to holders of Sema ADSs is the same, per Sema Share,
as that offered to Sema Shareholders. To facilitate the settlement of the
Offer, unless they elect to receive pounds sterling, holders of Sema ADSs will
receive consideration converted into US dollars as described above, as if such
holders of Sema ADSs had elected to receive US dollars.
Consideration in US dollars may be inappropriate for Sema Securityholders
other than persons in the US and holders of Sema ADSs.
If you are a Sema Shareholder and you wish to elect to receive cash
consideration in US dollars instead of pounds sterling under the Offer, you
should complete Box 2 of the Form of Acceptance in addition to taking the
actions described in paragraph 16 above.
If you are a holder of Sema ADSs and you wish to elect to receive cash
consideration in pounds sterling instead of US dollars under the Offer, you
should complete Box 2 on the Letter of Transmittal in addition to taking the
actions described in paragraph 16 above.
The actual amount of US dollars received will depend upon the exchange rate
prevailing on the day on which funds are made available to the relevant
payment agent by Schlumberger Investments. Sema Securityholders should be
aware that the US dollar/pound sterling exchange rate which is prevailing on
the date on which an election is made or deemed to be made to receive US
dollars and on the dates of despatch and receipt of payment may be different
from that prevailing on the day on which funds are made available to the
relevant payment agent by Schlumberger Investments. In all cases, fluctuations
in the US dollar/pounds sterling exchange rate are at the risk of accepting
Sema Securityholders who elect or are treated as having elected to receive
their consideration in US dollars. Neither Schlumberger, Schlumberger
Investments nor any of their advisers or agents shall have any responsibility
with respect to the actual amount of cash consideration payable other than in
pounds sterling.
24
20.Further Information
Your attention is drawn to the further information contained in the Appendices
which form part of this document, and to the accompanying Acceptance Form(s),
which should be read in conjunction with this document. The Appendices and the
Acceptance Form(s) contain material information which may not be summarised
elsewhere.
21.Action to be taken
You are urged to complete, sign and return the Form of Acceptance or Letter of
Transmittal (as appropriate), together with all the required documents, as soon
as possible and, in any event, so as to be received by the UK Receiving Agent,
the US Forwarding Agent or the US Depositary, as appropriate, by no later than
3.00 p.m. (London time), 10.00 a.m. (New York City time), on 21 March 2001.
Yours faithfully,
for and on behalf of
Lehman Brothers
/S/ John McIntyre
John McIntyre
Managing Director
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APPENDIX I
Conditions and Further Terms of the Offer
Part A: Conditions of the Offer
The Offer is subject to the following Conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. (London time), 10.00 a.m.
(New York City time), on 21 March 2001 (or such later time(s) and/or
date(s) as Schlumberger Investments may, subject to the rules of the
City Code or with the consent of the Panel and in accordance with
the Exchange Act, decide) in respect of not less than 90 per cent.
(or such lower percentage as Schlumberger Investments may decide) in
nominal value of the Sema Shares (including Sema Shares represented
by Sema ADSs) to which the Offer relates, provided that this
Condition (a) will not be satisfied unless Schlumberger Investments
and/or any of its subsidiaries shall have acquired or agreed to
acquire (whether pursuant to the Offer or otherwise) Sema Shares
(including Sema Shares represented by Sema ADSs) carrying in
aggregate more than 50 per cent. of the voting rights then normally
exercisable at a general meeting of Sema, including for this purpose
(except to the extent otherwise agreed by the Panel) any such voting
rights attaching to any Sema Shares (including Sema Shares
represented by Sema ADSs) that are unconditionally allotted or
issued before the Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise; and for this
purpose:
(i) the expression "Sema Shares (including Sema Shares represented by
Sema ADSs) to which the Offer relates" shall be construed in
accordance with sections 428 to 430F of the Act; and
(ii) Sema Shares (including Sema Shares represented by Sema ADSs)
which have been unconditionally allotted shall be deemed to
carry the voting rights which they will carry upon issue;
provided that, unless Schlumberger Investments otherwise determines,
this Condition (a) shall be capable of being satisfied only at a time
when all of the other Conditions (b) to (j) inclusive have been
either satisfied, fulfilled or, to the extent permitted, waived.
(b) no Third Party having decided to take, instituted, implemented or
threatened any action, proceedings, suit, investigation or enquiry,
or made, proposed or enacted, any statute, regulation or order or
taken any other steps and there continuing not to be outstanding any
statute, regulation, order or other matter which in each case would
or might reasonably be expected to:
(i) make the Offer, its implementation or the acquisition or proposed
acquisition by Schlumberger Investments or any member of the
Wider Schlumberger Group of any or all shares or other securities
in (or the equivalent), or control or management of, Sema or any
member of the Wider Sema Group void, illegal or unenforceable in
or under the laws of any relevant jurisdiction, or otherwise
directly or indirectly materially restrain, prevent, prohibit,
materially restrict or materially delay the same or impose
additional material Conditions or obligations with respect to the
Offer or such acquisition, or otherwise materially impede,
challenge or interfere with the Offer or such acquisition, or
require material amendment to the terms of the Offer or the
acquisition or proposed acquisition of any Sema Securities or the
acquisition of control of Sema or the Wider Sema Group by
Schlumberger Investments;
(ii) limit or delay the ability of any member of the Wider
Schlumberger Group or any member of the Wider Sema Group to
acquire or to hold or to exercise effectively, directly or
indirectly, all or any rights of ownership in respect of shares
or other securities (or the equivalent) in, or to exercise
voting or management control over, any member of the Wider Sema
Group or any member of the Wider Schlumberger Group to an extent
which is material or might reasonably be expected to be
material, in the context of the Offer;
(iii) require, prevent or delay the divestiture or alter the terms
envisaged for any proposed divestiture by any member of the
Wider Schlumberger Group of any shares or other securities (or
the equivalent) in Sema to an extent which is material or might
reasonably be expected to be material, in the context of the
Offer;
I-1
(iv) require, prevent or delay the divestiture or alter the terms
envisaged for any proposed divestiture by any member of the
Wider Schlumberger Group or by any member of the Wider Sema
Group of all or any portion of their respective businesses,
assets or properties or limit the ability of any of them to
conduct any of their respective businesses or to own or control
any of their respective assets or properties or any part thereof
to an extent which is material or might reasonably be expected
to be material, in the context of the Offer;
(v) except pursuant to Part XIIIA of the Act, require any member of
the Wider Schlumberger Group or of the Wider Sema Group to
acquire, or to offer to acquire, any shares or other securities
(or the equivalent) in any member of either group owned by any
third party or to sell or offer to sell any shares or other
securities (or the equivalent in), or any asset or any member of
the Wider Sema Group to an extent which is material or might
reasonably be expected to be material, in the context of the
Offer;
(vi) limit the ability of any member of the Wider Schlumberger Group
or of the Wider Sema Group to conduct or integrate or coordinate
its business, or any part of it, with the businesses or any part
of the businesses of any other member of the Wider Schlumberger
Group or of the Wider Sema Group to an extent which is material
or might reasonably be expected to be material, in the context
of the Offer;
(vii) result in any member of the Wider Schlumberger Group or the
Wider Sema Group ceasing to be able to carry on business under
any name under which it presently does so to an extent which is
material or might reasonably be expected to be material, in the
context of the Offer; or
(viii) otherwise adversely affect the business, assets, profits,
financial or trading position or prospects of any member of
the Wider Sema Group or of the Wider Schlumberger Group to an
extent which is material, or might reasonably be expected to
be material, in the context of the Offer,
and all applicable waiting and other time periods during which any
Third Party could decide to take, institute or threaten any such
action, proceeding, suit, investigation, enquiry or reference or
otherwise intervene under the laws or regulations of any relevant
jurisdiction having expired, lapsed or been terminated;
(c) without limitation to Condition (b) above:
(i) the European Commission indicating, in terms satisfactory to
Schlumberger, that it does not intend to initiate proceedings
under Article 6(1)(c) of Council Regulation (EEC) 4064/89 as
amended, or to make a referral to a competent authority in the UK
under Article 9(1) of such Regulation, in either case with
respect to the Offer or any matter arising from the proposed
acquisition of Sema by Schlumberger Investments;
(ii) all filings having been made and all or any applicable waiting
periods and other time periods (including any extensions
thereof) under the HSR Act and the regulations thereunder having
expired, lapsed or been terminated as appropriate in each case
in respect of the proposed acquisition of Sema by Schlumberger
Investments, or any matters arising from that proposed
acquisition;
(d) all notifications and filings which are necessary or are considered
appropriate by Schlumberger Investments having been made, all
appropriate waiting and other time periods (including any extensions
of such waiting and other time periods) under any applicable
legislation or regulation of any relevant jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
statutory or regulatory obligations in any relevant jurisdiction
having been complied with in each case in connection with the Offer
or the acquisition or proposed acquisition of any shares or other
securities (or the equivalent) in Sema or control (directly or
indirectly) of any other member of the Wider Sema Group by any
member of the Wider Schlumberger Group or the carrying on by any
member of the Wider Sema Group of its business, where the absence
thereof might reasonably be expected to have a material adverse
affect in the context of the Offer;
(e) all Authorisations which are necessary or are considered necessary
or appropriate by Schlumberger Investments in any jurisdiction for
or in respect of the Offer or the acquisition or proposed
I-2
acquisition of any shares or other securities in Sema or control
(directly or indirectly) of any other member of the Wider Sema Group
by any member of the Wider Schlumberger Group or the carrying on by
any member of the Wider Sema Group of its business in any
jurisdiction having been obtained, in terms and in a form
satisfactory to Schlumberger Investments, from all appropriate Third
Parties or from any persons or bodies with whom any member of the
Wider Sema Group has entered into contractual arrangements in each
case where the absence of such Authorisation would have a material
adverse effect in the context of the Offer on the Sema Group taken as
a whole and all such Authorisations remaining in full force and
effect at the time at which the Offer becomes otherwise unconditional
in all respects and there being no notice or intimation of any
intention to revoke, suspend, restrict, modify or not to renew any of
the same;
(f) except as fairly disclosed to Schlumberger by or on behalf of Sema,
or disclosed in Sema listing particulars or filings with the SEC, or
as disclosed in the Annual Report and Accounts of Sema or as
publicly announced by Sema (by the delivery of an announcement to
the Company Announcements Office of the London Stock Exchange),
prior to the announcement of the Offer on 12 February 2001 there
being no provision of any arrangement, agreement, licence, permit,
franchise or other instrument to which any member of the Wider Sema
Group is a party, or by or to which any such member or any of its
assets is or are or may be bound, entitled or subject or any
circumstance, which, in each case as a consequence of the Offer or
the acquisition or proposed acquisition of any shares or other
securities in, or control of, Sema or any other member of the Wider
Sema Group by any member of the Wider Schlumberger Group or
otherwise, could or might reasonably be expected to result in, (in
any case to an extent which is or would be material in the context
of the Sema Group taken as a whole):
(i) any monies borrowed by or any other indebtedness or liabilities
(actual or contingent) of, or any grant available to, any member
of the Wider Sema Group being or becoming repayable or capable of
being declared repayable immediately or prior to its stated
repayment date or the ability of any member of the Wider Sema
Group to borrow monies or incur any indebtedness being withdrawn
or inhibited or becoming capable of being withdrawn;
(ii) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property, assets or interests of any member of the Wider Sema
Group or any such mortgage, charge or other security interest
(wherever created, arising or having arisen) becoming
enforceable;
(iii) any such arrangement, agreement, licence, permit, franchise or
instrument, or the rights, liabilities, obligations or
interests of any member of the Wider Sema Group thereunder,
being, or becoming capable of being, terminated or adversely
modified or affected or any adverse action being taken or any
obligation or liability arising thereunder;
(iv) any asset or interest of any member of the Wider Sema Group
being or falling to be disposed of or ceasing to be available to
any member of the Wider Sema Group or any right arising under
which any such asset or interest could be required to be
disposed of or could cease to be available to any member of the
Wider Sema Group in each case otherwise than in the ordinary
course of business;
(v) any member of the Wider Sema Group ceasing to be able to carry on
business under any name under which it presently does so;
(vi) the creation of liabilities (actual or contingent) by any member
of the Wider Sema Group, otherwise than in the ordinary course
of business;
(vii) the rights, liabilities, obligations or interests of any member
of the Wider Sema Group under any such arrangement, agreement,
licence, permit, franchise or other instrument or the interests
or business of any such member in or with any other person,
firm, company or body (or any arrangement or arrangements
relating to any such interests or business) being terminated,
adversely modified or affected; or
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(viii) the financial or trading position or the prospects or the
value of any member of the Wider Sema Group being prejudiced
or adversely affected, and no event having occurred which,
under any provision of any such arrangement, agreement,
licence, permit or other instrument, could result in any of
the events or circumstances which are referred to in
paragraphs (i) to (viii) of this Condition (f) in any case to
an extent which is or would be material in the context of the
Sema Group taken as a whole;
(g) since 31 December 1999 and except as disclosed in the Annual Report
and Accounts of Sema, or in Sema listing particulars or filings with
the SEC, or as otherwise publicly announced by Sema (by the delivery
of an announcement to the Company Announcements Office of the London
Stock Exchange), or as otherwise fairly disclosed to Schlumberger by
or on behalf of Sema prior to the announcement of the Offer on 12
February 2001 no member of the Wider Sema Group having:
(i) issued or agreed to issue, or authorised or proposed the issue
of, additional shares or securities of any class, or securities
convertible into or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities
or convertible securities other than as between Sema and wholly-
owned subsidiaries of Sema and other than any options granted as
disclosed to Schlumberger prior to 12 February 2001 and any
shares issued upon the exercise of any options granted under any
of the Sema Share Option Schemes;
(ii) purchased or redeemed or repaid any of its own shares or other
securities or reduced or made any other change to any part of
its share capital;
(iii) recommended, declared, paid or made or proposed to recommend
declare, pay or make any bonus, dividend or other distribution
whether payable in cash or otherwise (other than to Sema or a
wholly-owned subsidiary of Sema);
(iv) made, committed to make, authorised, proposed or announced an
intention to propose any change in its share or loan capital;
(v) merged with, demerged or acquired any body corporate, partnership
or business, or (other than any acquisition or disposal in the
ordinary course of business or a transaction between Sema and a
wholly-owned subsidiary of Sema) acquired or disposed of or
transferred, mortgaged or charged or created any security
interest over any assets or any right, title or interest in any
assets (including shares in any undertaking and trade
investments) or authorised the same (which is material in the
context of the Sema Group taken as a whole);
(vi) issued, authorised or proposed the issue of, or authorisation of
or made any change in or to any debentures or (except in the
ordinary course of business) incurred or increased any
indebtedness or liability (actual or contingent) which in any
case is material in the context of the Sema Group taken as a
whole;
(vii) entered into, varied, or authorised any agreement, transaction,
arrangement or commitment (whether in respect of capital
expenditure or otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude or
which is or could involve an obligation of such nature or
magnitude; or
(B) could restrict the business of any member of the Wider Sema
Group or any member of the Wider Schlumberger Group; or
(C) is other than in the ordinary course of business,
and which in any case is material in the context of the Sema
Group taken as a whole;
(viii) entered into, implemented, effected or authorised any merger,
demerger, reconstruction, amalgamation, scheme, commitment or
other transaction or arrangement in respect of itself or
another member of the Wider Sema Group otherwise than in the
ordinary course of business which in any case is material in
the context of the Sema Group taken as a whole;
(ix) entered into or varied or made any offer to enter into or vary
the terms of, any contract, agreement or arrangement with any of
the directors or senior executives of any member of the Wider
Sema Group;
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(x) (other than in respect of any member which is or was at this time
dormant) taken or proposed any corporate action or had any legal
proceedings instituted or threatened against it or petition
presented or order made for its winding-up (voluntarily or
otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrator, administrative receiver, trustee or
similar officer of all or any part of its assets and revenues or
any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction which in any case is
material in the context of the Sema Group taken as a whole;
(xi) been unable, or admitted in writing that it is unable, to pay
its debts or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or
threatened to cease carrying on all or a substantial part of its
business which in any case is material in the context of the
Sema Group taken as a whole;
(xii) waived or compromised or settled any claim in a manner which is
material in the context of the Sema Group taken as a whole;
(xiii) made any alteration to its memorandum or articles of
association which is material in the context of the Offer;
(xiv) implemented, effected or authorised, or proposed or announced
its intention to implement, effect, authorise or propose any
reconstruction, amalgamation, commitment, scheme or other
transaction or arrangement except (in the case of members of
the Wider Sema Group other than Sema) to an extent which is not
material in the context of the Wider Sema Group taken as a
whole;
(xv) purchased, redeemed or repaid or proposed the purchase,
redemption or repayment of any of its own shares or other
securities (or the equivalent) or reduced or made any other
change to any part of its share capital except (in the case of
members of the Wider Sema Group other than Sema) to an extent
which is not material in the context of the Wider Sema Group
taken as a whole;
(xvi) entered into any agreement, commitment or arrangement or passed
any resolution or made any offer (which remains open for
acceptance) or proposed or announced any intention with respect
to any of the transactions, matters or events referred to in
this Condition (g);
(h) since 31 December 1999 and except as disclosed in the Annual Report
and Accounts of Sema, or in Sema listing particulars or filings with
the SEC, or as otherwise publicly announced by Sema (by the delivery
of an announcement to the Company Announcements Office of the London
Stock Exchange) or as otherwise fairly disclosed to Schlumberger by
or on behalf of Sema prior to the announcement of the Offer on
12 February 2001:
(i) there having been no adverse change or deterioration in the
business, assets, financial or trading positions or profit or
prospects of any member of the Wider Sema Group which in any case
is material in the context of the Sema Group taken as a whole;
(ii) no contingent or other liability of any member of the Wider Sema
Group having arisen or become apparent or increased which in any
case is material in the context of the Sema Group taken as a
whole;
(iii) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Sema Group
is or is reasonably likely to become a party (whether as
plaintiff, defendant or otherwise) having been threatened,
announced, implemented or instituted by or against or remaining
outstanding against or in respect of any member of the Wider
Sema Group which in any case is material in the context of the
Sema Group taken as a whole; and
(iv) (other than as a result of the Offer) no enquiry or
investigation by, or complaint or reference to, any Third Party
having been threatened, announced, implemented, instituted by
or against or remaining outstanding against or in respect of
any member of the Wider Sema Group which in any case is
material in the context of the Sema Group taken as a whole;
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(i) Schlumberger Investments not having discovered:
(i) that any financial or business or other information concerning
the Wider Sema Group disclosed at any time by or on behalf of any
member of the Wider Sema Group, to any member of the Wider
Schlumberger Group, whether publicly or otherwise, is materially
misleading or contains any material misrepresentation of fact or
omits to state a fact necessary to make any information contained
therein not misleading and which was not subsequently corrected
before the announcement of the Offer on 12 February 2001 by
disclosure either publicly or otherwise to Schlumberger to an
extent which in any case is material in the context of the Sema
Group taken as a whole;
(ii) that any member of the Wider Sema Group or any partnership
company or other entity in which any member of the Wider Sema
Group has a significant economic interest and which is not a
subsidiary undertaking of Sema is subject to any liability
(actual or contingent) which is not disclosed in the Annual
Report and Accounts of Sema and which in any case is material in
the context of the Sema Group taken as a whole; or
(iii) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the
Wider Sema Group to an extent which is material in the context
of the Sema Group taken as a whole;
(j) Schlumberger Investments not having discovered that, save as fairly
disclosed to Schlumberger by or on behalf of Sema prior to the
announcement of the Offer on 12 February 2001:
(i) any past or present member of the Wider Sema Group has not
complied with any applicable legislation or regulations of any
jurisdiction with regard to the use, treatment, handling,
storage, transport, release, disposal, discharge, spillage, leak
or emission of any waste or hazardous substance or any substance
likely to impair the environment or harm human health, or
otherwise relating to environmental matters or the health and
safety of any person, or that there has otherwise been any such
use, treatment, handling, storage, transport, release, disposal,
discharge, spillage, leak or emission (whether or not this
constituted a non-compliance by any person with any legislation
or regulations and wherever the same may have taken place) which,
in any case, would be reasonably likely to give rise to any
liability (whether actual or contingent) or cost on the part of
any member of the Wider Sema Group which in any case is material
in the context of the Sema Group taken as a whole;
(ii) there is, or is reasonably likely to be, any liability, whether
actual or contingent, or requirement to improve or install new
plant or equipment or to make good, repair, reinstate or clean
up any property now or previously owned, occupied or made use of
by any past or present member of the Wider Sema Group or any
other property or any controlled waters under any environmental
legislation, regulation, notice, circular, order or other lawful
requirement of any relevant authority or third party or
otherwise which in any case is material in the context of the
Sema Group taken as a whole; or
(iii) circumstances exist whereby a person or class of persons would
be reasonably likely to have a claim in respect of any product
or process of manufacture or materials used therein now or
previously manufactured, sold or carried out by any past or
present member of the Wider Sema Group which is or would be
material in the context of the Sema Group taken as a whole.
For the purpose of these Conditions:
(a) "Third Party" means any government, government department or
governmental, quasigovernmental, supranational, statutory,
regulatory, administrative or investigative body, authority
(including any national antitrust, competition or merger control
authorities or similar authorities), court, trade agency,
association, institution or professional or environmental body or
any other person or body whatsoever in any jurisdiction;
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(b) a Third Party shall be regarded as having "intervened" if it has
decided to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference or made,
proposed or enacted any statute, regulation, decision or order or
taken any measures or other steps or required any action to be taken
or information to be provided or otherwise having done anything and
"intervene" shall be construed accordingly;
(c) "Authorisations" means authorisations, orders, grants, recognitions,
determinations, certificates, confirmations, consents, permissions,
licences, clearances, provisions and approvals;
(d) "Wider Schlumberger Group" means the Schlumberger Group and
associated undertakings and any other body corporate, partnership
joint venture or person in which the Schlumberger Group and such
undertakings (aggregating their interests) have an interest of more
than 20 per cent. of the voting or equity capital or the equivalent;
(e) "Wider Sema Group" means the Sema Group and associated undertakings
and any other body corporate, partnership joint venture or person in
which the Sema Group and such undertakings (aggregating their
interests) have an interest of more than 20 per cent. of the voting
or equity capital or the equivalent.
Subject to the requirements of the Panel, Schlumberger Investments reserves
the right to waive all or any of the above Conditions, in whole or in part,
except Condition (a).
The Offer will lapse unless the conditions set out above have been determined
by Schlumberger Investments to have been and to remain satisfied or (if
capable of waiver) waived by 3.00 p.m. (London time), 10.00 a.m. (New York
City time), on 21 March 2001 or such later time and/or date as Schlumberger
Investments may determine in accordance with the City Code or with the consent
of the Panel and subject to any requirements of the laws of the US.
Schlumberger Investments shall be under no obligation to waive or treat as
satisfied any of conditions (a) to (j) inclusive by a date earlier than the
latest date for its satisfaction notwithstanding that any other condition of
the Offer may on or before such date have been waived or fulfilled and/or that
there are no circumstances indicating that any such conditions may not be
capable of fulfilment.
If the Panel requires Schlumberger Investments to make an offer for Sema
Shares under the provisions of Rule 9 of the Code, Schlumberger Investments
may make such alterations to the Conditions, including to Condition (a), as
are necessary to comply with the provisions of that Rule.
The Offer will lapse (unless otherwise agreed by the Panel) if the European
Commission either initiates proceedings under Article 6(1)(c) of Council
Regulation (EEC) 4064/89 (the "Regulation") or makes a referral to a competent
authority of the United Kingdom under Article 9(1) of the Regulation and there
is then a reference to the Competition Commission, before the later of 3.00
p.m. (London time), 10.00 a.m. (New York City time), on 21 March 2001 and the
date when the Offer becomes or is declared unconditional as to acceptances.
If the Offer lapses it will cease to be capable of further acceptance. Sema
Shareholders who have accepted the Offer and Schlumberger shall then cease to
be bound by acceptances delivered on or before the date on which the Offer
lapses.
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Part B: Further Terms of the Offer
The following terms and conditions apply to the Offer, unless the contrary is
expressed or the context requires otherwise.
Unless the context requires otherwise, any reference in this Part B of
Appendix I and in the Acceptance Forms:
(i) to the "Offer" means the Offer and any revision, variation,
renewal or extension of the Offer;
(ii) to the Offer "becoming unconditional" means the Acceptance
Condition becoming or being declared satisfied whether or not
any other condition of the Offer remains to be fulfilled and
references to the Offer having become or not become
unconditional shall be construed accordingly;
(iii) to the Offer "becoming unconditional in all respects" means all
Conditions being fulfilled, satisfied or, to the extent permitted,
waived; and
(iv) to "acceptances of the Offer" includes deemed acceptances of the
Offer.
1.Acceptance period
(a) The Offer will initially be open for acceptance until 3.00 p.m.
(London time), 10.00 a.m. (New York City time), on 21 March 2001.
Schlumberger Investments reserves the right (but will not be
obliged, other than as may be required by the City Code or the
Exchange Act) at any time or from time to time to extend the Offer
after such time and in such event will make a public announcement of
such extension in the manner described in paragraph 2 below.
Although no revision is envisaged, if the Offer is revised it will
remain open for acceptance until at least 14 calendar days (or such
other period as the Panel may permit that is in accordance with the
Exchange Act) from the date on which written notification of the
revision is posted to Sema Securityholders. Except with the Panel's
consent, no revision of the Offer may be made or posted after 8
April 2001 or, if later, the date falling 14 calendar days before
the last date on which the Offer can become unconditional.
(b) The Offer shall not (unless, with the consent of the Panel,
Schlumberger Investments determines otherwise) be capable of
becoming unconditional as to acceptances (nor, therefore,
unconditional in all respects) after midnight (London time), 7.00
p.m. (New York City time), on 22 April 2001 (or any earlier time
and/or date beyond which Schlumberger Investments has stated that
the Offer will not be extended unless Schlumberger Investments has,
where permitted, withdrawn that statement or extended the Offer
beyond the stated earlier date), nor of being kept open for
acceptance after that time and date unless it has previously become
unconditional. Except with the Panel's consent, Schlumberger
Investments may not, for the purpose of determining whether the
Acceptance Condition has been satisfied, take into account
acceptances received or purchases of Sema Securities made in respect
of which all relevant documents are received by the UK Receiving
Agent, the US Forwarding Agent or the US Depositary:
(i) after 1.00 p.m. (London time), 8.00 a.m. (New York City time), on
22 April 2001 (or any earlier time and/or date beyond which
Schlumberger Investments has stated that the Offer will not be
extended unless, where permitted, it has withdrawn that statement
or extended the Offer beyond the stated earlier date); or
(ii) if the Offer is extended, any such later time(s) and/or date(s)
as may be agreed with the Panel.
Subject to the Exchange Act, the Offer is not required to become or
be declared unconditional in all respects only on a Closing Date; it
may become unconditional in all respects prior to the Closing Date
applicable from time to time (but not earlier than 3.00 p.m. (London
time), 10.00 a.m. (New York City time), on 21 March 2001 and not,
except with the consent of the Panel, later than midnight (London
time), 7.00 p.m. (New York City time) on 22 April 2001).
If the latest time at which the Offer may become unconditional is
extended beyond midnight (London time), 7.00 p.m. (New York City
time), on 22 April 2001, acceptances received and
I-8
purchases of Sema Securities made in respect of which relevant
documents are received by the UK Receiving Agent, the US Forwarding
Agent or the US Depositary after 1.00 p.m. (London time), 8.00 a.m.
(New York City time), on 22 April 2001 may (except where the City
Code otherwise permits) only be taken into account with the Panel's
agreement.
If all of the Conditions are not satisfied, fulfilled or, to the
extent permitted, waived by 3.00 p.m. (London time), 10.00 a.m. (New
York City time), on 21 March 2001, or by any later Closing Date
specified by Schlumberger Investments in accordance with the City
Code with the consent of the Panel, the Offer will lapse unless the
Panel agrees otherwise.
(c) If the Offer becomes unconditional in all respects, it will remain
open for acceptance for a Subsequent Offer Period of not less than
14 calendar days from the expiry of the Initial Offer Period but may
be extended beyond that time until a further specified date or until
further notice. If the Offer has become unconditional in all
respects and it is stated by or on behalf of Schlumberger
Investments that the Offer will remain open until further notice,
then not less than 14 calendar days' notice in writing will be
given, before closing the Subsequent Offer Period, to those Sema
Securityholders who have not accepted the Offer.
(d) If a competitive situation arises after a "no extension" statement
and/or a "no increase" statement has been made by or on behalf of
Schlumberger Investments in relation to the Offer, Schlumberger
Investments may, if it specifically reserved the right to do so at
the time such statement was made, or otherwise with the Panel's
consent, withdraw that statement and extend or revise the Offer (as
appropriate) provided that it complies with the requirements of the
City Code and, in particular, that:
(i) it announces such withdrawal and that it is free to extend or
revise the Offer (as appropriate) as soon as possible and in any
event within four business days of the firm announcement of the
competing offer or other competitive situation; and
(ii) Sema Securityholders are informed in writing at the earliest
practicable opportunity or, in the case of Sema Securityholders
with registered addresses outside the UK or the US or whom
Schlumberger Investments or Lehman Brothers knows to be a
nominee, trustee or custodian holding Sema Securities for such
persons, by announcement in the UK and the US.
Schlumberger Investments may, if it has reserved the right to do so,
choose not to be bound by a "no increase" or a "no extension"
statement if it would otherwise prevent the posting of an increased
or improved offer (either as to the value or nature of the
consideration offered or otherwise) which is recommended for
acceptance by the board of directors of Sema, or in other
circumstances permitted by the Panel.
(e) Unless otherwise determined by the Panel, for the purpose of
determining at any particular time whether the Acceptance Condition
has been satisfied, Schlumberger Investments shall be entitled to
take account only of those Sema Securities carrying voting rights
which have been unconditionally allotted or issued before that time
and written notice of allotment or issue of which, containing all
the relevant details, has been received before that time by the UK
Receiving Agent, the US Forwarding Agent or the US Depositary from
Sema or its agents at the appropriate addresses as specified at the
back of this document. Notification by telex, e-mail or facsimile
transmission will not be sufficient.
(f) In accordance with applicable SEC policy, at least five US business
days prior to any reduction in the percentage of Sema Shares
(including Sema Shares represented by Sema ADSs) required to satisfy
the Acceptance Condition, Schlumberger Investments will announce
that it has reserved the right so to reduce such percentage. The
announcement will be made through a press release designed to inform
Sema Securityholders in the United Kingdom and elsewhere and by
placing an advertisement in a newspaper of national circulation in
the United States. Such announcement will state the level to which
the percentage required to satisfy the Acceptance Condition may be
reduced, that such a reduction is possible but that Schlumberger
Investments need not declare its actual intentions until it is
required to do so under the City Code and will contain language
advising Sema Securityholders to withdraw their Sema Securities if
their willingness to accept the Offer would be affected by a
reduction of the Acceptance Condition. Schlumberger Investments will
not make such an announcement unless it believes that there is a
significant possibility that sufficient
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Sema Securities will be tendered to permit the Acceptance Condition to
be satisfied at such reduced level. Sema Securityholders who are not
willing to accept the Offer if the Acceptance Condition is reduced to
a level lower than 90 per cent. should either not accept the Offer
until the Offer has become unconditional in all respects (which may be
at a level of acceptances lower than 90 per cent.) or be prepared to
withdraw their acceptances promptly following an announcement by
Schlumberger Investments of its reservation of the right to reduce the
Acceptance Condition. Upon any announcement being made that the
percentage of Sema Shares (including Sema Shares represented by Sema
ADSs) required to satisfy the Acceptance Condition may be reduced, the
Offer shall not be capable of becoming or being declared unconditional
in all respects until the expiry of at least five US business days
thereafter. Sema Securityholders will be able to accept the Offer for
at least five US business days after a reduction of the Acceptance
Condition.
2.Announcements
(a) By 8.00 a.m. (London time) in the UK and 8.00 a.m. (New York City
time) in the US, in each case on the business day (the "relevant
day") following the day on which the Offer is due to expire or
becomes unconditional or is revised or extended, as the case may be
(or such later time(s) and/or date(s) as the Panel may agree),
Schlumberger Investments will make an appropriate announcement and
inform the London Stock Exchange and the Dow Jones News Service of
the position. The announcement will also state (unless otherwise
permitted by the Panel) the total number of Sema Securities and
rights over Sema Securities (as nearly as practicable):
(i) for which acceptances of the Offer have been received;
(ii) acquired or agreed to be acquired by or on behalf of
Schlumberger Investments or any person acting or deemed to be
acting in concert with Schlumberger Investments for the purposes
of the Offer during the course of the Offer Period;
(iii) held by or on behalf of Schlumberger Investments or any person
acting or deemed to be acting in concert with Schlumberger
Investments for the purposes of the Offer before the Offer
Period; and
(iv) for which acceptances of the Offer have been received from any
person acting or deemed to be acting in concert with
Schlumberger Investments for the purposes of the Offer,
and will specify the percentage of the issued ordinary share capital
of Sema represented by each of these figures.
(b) Any decision to extend the Offer may be made at any time up to, and
will be announced not later than, 8.00 a.m. (London time) in the UK
and 8.00 a.m. (New York City time) in the US, in each case on the
relevant day (as defined in paragraph 2(a) of this Part B) or such
later time(s) and/or date(s) as the Panel may agree. The announcement
will state the next expiry time and/or date unless the Offer is then
unconditional, in which case a statement may instead be made that the
Offer will remain open until further notice. In computing the number
of Sema Securities represented by acceptances and/or purchases, there
may be included or excluded, for announcement purposes, acceptances
and purchases which are not complete in all respects or which are
subject to verification, save that those which could not be counted
towards fulfilment of the Acceptance Condition under Notes 4, 5 and 6
of Rule 10 of the City Code shall not (unless agreed by the Panel) be
included.
(c) In this Appendix I, references to the making of an announcement or
the giving of notice by or on behalf of Schlumberger Investments
include the release of an announcement by public relations
consultants or by Lehman Brothers to the press and the delivery by
hand, telephone, email, telex, facsimile or other electronic
transmission of an announcement to the London Stock Exchange and the
Dow Jones News Service, as the case may be. An announcement made
otherwise than to the London Stock Exchange and the Dow Jones News
Service shall be notified simultaneously the London Stock Exchange
and the Dow Jones News Service.
(d) Without limiting the manner in which Schlumberger Investments may
choose to make any public announcement and, subject to Schlumberger
Investments' obligations under applicable law (including Rules 14d-
4(c) and 14d-6(c) under the Exchange Act relating to Schlumberger
Investments' obligations to disseminate promptly public announcements
concerning material
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changes to the Offer), Schlumberger Investments will have no
obligation to publish, advertise or otherwise communicate any such
public announcement other than by making a release to the London
Stock Exchange and the Dow Jones News Service.
3.Rights of withdrawal
(a) Except as provided by this paragraph 3, acceptances of, and
elections under, the Offer shall be irrevocable.
(b) Sema Securities in respect of which acceptances have been received
may be withdrawn pursuant to the procedures set out below at any
time from the date of this document until the latest time specified
for receipt of acceptances on the last day of the Initial Offer
Period and in certain other circumstances described below. Sema
Securities in respect of which acceptances have been received during
the Initial Offer Period and not validly withdrawn during the
Initial Offer Period, and Sema Securities in respect of which
acceptances have been received during the Subsequent Offer Period,
may not be withdrawn, except in certain limited circumstances
described below.
(c) Schlumberger Investments will only announce that the Acceptance
Condition has been satisfied, if all other Conditions are also
satisfied, fulfilled or to the extent permitted, waived. If
Schlumberger Investments, having announced the Offer to be
unconditional, fails to comply by 3.30 p.m. (London time), 10.30
a.m. (New York City time), on the relevant day (as defined in
paragraph 2(a) of this Part B) (or such later time(s) and/or date(s)
as the Panel may agree) with any of the other requirements specified
in paragraph 2(a) of this Part B, an accepting Sema Securityholder
may (unless the Panel agrees otherwise) immediately thereafter
withdraw his acceptance of the Offer by written notice, in
compliance with paragraphs 3(e) and 3(f) of this Part B (if
appropriate), received by hand or by post by the UK Receiving Agent,
the US Forwarding Agent or the US Depositary, as appropriate, at the
addresses set out at the back of this document. Subject to paragraph
1(b) of this Part B, this right of withdrawal may be terminated not
less than eight calendar days after the relevant day by Schlumberger
Investments confirming, if that be the case, that the Offer is still
unconditional, and complying with the other requirements specified
in paragraph 2(a) of this Part B. If any such confirmation is given,
the first period of 14 calendar days referred to in paragraph 1(c)
of this Part B will run from the date of such confirmation and
compliance.
(d) If a "no extension" statement and/or a "no increase" statement has
been withdrawn in accordance with paragraph 1(d) of this Part B, any
Sema Securityholder who accepted the Offer after the date of the
statement may withdraw his acceptance in the manner referred to in
paragraph 3(c) of this Part B not later than the eighth calendar day
after the date on which written notice of withdrawal of the
statement is posted to Sema Securityholders.
(e) To be effective, a written notice of withdrawal must be received on
a timely basis by the party (either the UK Receiving Agent, the US
Forwarding Agent or the US Depositary) to whom the relevant
Acceptance Form was originally sent and must specify the name of the
person from whom the acceptance was received, the number of Sema
Securities to be withdrawn and (if share certificates or Sema ADRs,
as the case may be, have been delivered) the name of the registered
holder of the relevant Sema Securities, if different from the name
of the person from whom the acceptance was received. In this
paragraph 3, "written notice" (including any letter of appointment,
direction or authority) means notice in writing bearing the original
signature(s) of the relevant accepting Sema Securityholder(s) or his
or their agent(s) duly appointed in writing (evidence of whose
appointment is produced with the notice in a form reasonably
satisfactory to Schlumberger Investments). Notification by telex, e-
mail or facsimile transmissions or copies will not be sufficient to
constitute written notice. No notice which is postmarked in, or
otherwise appears to Schlumberger Investments or its agents to have
been sent from, Australia, Canada or Japan will be treated as valid.
(f) In respect of Sema ADSs, if Sema ADRs have been delivered or
otherwise identified to the US Depositary, then, prior to the
physical release of such Sema ADRs, the serial numbers shown on such
Sema ADRs must be submitted and, unless the Sema ADSs evidenced by
such Sema ADRs have been delivered by an Eligible Institution or by
means of a Letter of Transmittal, the signatures on the notice of
withdrawal must be guaranteed by an Eligible Institution. If
interests in Sema ADSs evidenced by Sema ADRs have been delivered
pursuant to the procedures for book-entry transfer set out in
paragraph 10(c) of this Part B, any notice of withdrawal must
specify the name and number of the account at the appropriate Book-
Entry Transfer Facility to be credited with the
I-11
withdrawn Sema ADSs and must otherwise comply with such Book-Entry
Transfer Facility's procedures.
(g) Withdrawals of Sema Securities in respect of which acceptances have
been received may not be rescinded (without Schlumberger
Investments' consent) and any Sema Securities properly withdrawn and
in respect of which valid acceptances have not been received will
thereafter be deemed not to be the subject of a valid acceptance for
the purposes of the Offer. Withdrawn Sema Securities may be
subsequently the subject of a valid acceptance, by following the
procedures described in paragraphs 8, 9 or 10 of this Part B, as
applicable, at any time whilst the Offer remains open.
(h) All questions as to the validity (including time of receipt) of any
notice of withdrawal will be determined by Schlumberger Investments
whose determination (except as required by the Panel) will be final
and binding. None of Schlumberger Investments, Sema, Lehman
Brothers, the US Depositary, the US Forwarding Agent, the UK
Receiving Agent or any other person will be under any duty to give
notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give such
notification or for any determination under this paragraph (h).
4. Revised offer
(a) No revision of the Offer is envisaged. However, if the Offer (in its
original or any previously revised form(s)) is revised (either in
its terms and conditions or in the value or nature of the
consideration offered or otherwise) and such revision represents on
the date on which it is announced (on such basis as Lehman Brothers
may consider appropriate) an improvement or no diminution in the
value of the consideration or terms offered compared with the
consideration or terms previously offered or in the overall value
received and/or retained by a Sema Securityholder (under the Offer
or otherwise), the benefit of the revised Offer will, subject to
paragraphs 4(b), 4(c), 4(e) and 6 of this Part B, be made available
to any Sema Securityholder who has accepted the Offer in its
original or any previously revised form(s) (a "previous acceptor").
The acceptance of the Offer by or on behalf of a previous acceptor
in its original or any previously revised form(s) shall, subject as
provided in paragraphs 4(b), 4(c), 4(e) and 6 of this Part B, be
treated as an acceptance of the Offer as so revised and shall also
constitute the separate appointment of Schlumberger Investments and
each of its directors and Lehman Brothers and each of its directors
as his attorney and/or agent with authority:
(i) to accept any such revised Offer on behalf of such previous
acceptor;
(ii) if such revised Offer includes alternative forms of
consideration, to make such elections for and/or accept such
alternative forms of consideration on his behalf in the
proportions such attorney and/or agent in his absolute
discretion thinks fit; and
(iii) to execute on behalf of and in the name of such previous
acceptor all such further documents and take such further
actions (if any) as may be required to give effect to such
acceptances and/or elections.
In making any such election and/or acceptance, such attorney and/or
agent shall take into account the nature of any previous elections or
acceptances made by or on behalf of the previous acceptor and such
other facts or matters as he may reasonably consider relevant. The
attorney and/or agent shall not be liable to any Sema Securityholder
or other person in making any such election and/or acceptance or in
making any determination in respect thereof.
(b) The deemed acceptance and/or election referred to in paragraph 4(a)
of this Part B shall not apply, and the authorities conferred by
that paragraph shall be ineffective, to the extent that a previous
acceptor shall lodge with the UK Receiving Agent, the US Forwarding
Agent or the US Depositary, as appropriate, within 14 calendar days
of the posting of the document containing the revised Offer, an
Acceptance Form in which he validly elects to receive the
consideration receivable by him under such revised Offer in some
other manner.
(c) The deemed acceptance and/or election referred to in paragraph 4(a)
of this Part B shall not apply, and the authorities conferred by
that paragraph shall not be exercised if, as a result thereof, the
previous acceptor would (on such basis as Lehman Brothers may
consider appropriate) thereby receive less in aggregate in
consideration under the revised Offer than he would have received in
aggregate in consideration as a result of acceptance of the Offer in
the form in which it was
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previously accepted by him or on his behalf (unless such previous
acceptor has previously agreed in writing to receive less in
aggregate consideration). The authorities conferred by paragraph 4(a)
of this Part B shall not be exercised in respect of any election
available under the revised Offer save in accordance with this
paragraph.
(d) Schlumberger Investments and Lehman Brothers reserve the right to
treat an executed Acceptance Form (in respect of the Offer in its
original or any previously revised form(s)) which is received (or
dated) on or after the announcement of any revised Offer as a valid
acceptance of the revised Offer and/or, where applicable, a valid
election for or acceptance of any of the alternative forms of
consideration. Such acceptances shall constitute an authority in the
terms of paragraph 4(a) of this Part B, mutatis mutandis, on behalf
of the relevant Sema Securityholder.
(e) If Schlumberger Investments makes a material change in the terms of
the Offer or if it waives a material condition of the Offer,
Schlumberger Investments will disseminate additional tender offer
materials and extend the Offer to the extent required by Rules 14d-
4(d), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period
during which an offer must remain open following material changes in
the terms of the offer, other than a change in price or a change in
the percentage of securities sought, will depend upon the facts and
circumstances then existing, including the materiality of the
changes, but generally will be no less than five US business days.
With respect to a change in price or, subject to certain
limitations, a change in the percentage of securities sought, a
minimum of ten US business days is generally required to allow for
adequate dissemination to Sema Securityholders. Any reduction of the
Acceptance Condition will be accomplished and announced in the
manner described in paragraph 1(f) of this Part B and not in
accordance with this paragraph.
5.Acceptances and Purchases
Except as otherwise agreed by the Panel:
(a) an acceptance of the Offer shall not be treated as valid for the
purposes of the Acceptance Condition unless the requirements of Note
4 and, if applicable, Note 6 of Rule 10 of the City Code are
satisfied in respect of it;
(b) a purchase of Sema Securities by Schlumberger Investments or its
nominee(s) or, in the case of a Rule 9 offer, any person acting in
concert with Schlumberger Investments or its nominee will only be
treated as valid for the purposes of the Acceptance Condition if the
requirements of Note 5 and, if applicable, Note 6 of Rule 10 of the
City Code are satisfied in respect of it; and
(c) before the Offer may become unconditional, the UK Receiving Agent
must have issued a certificate to Schlumberger Investments or to
Lehman Brothers which states the number of Sema Shares (including
Sema Shares represented by Sema ADSs) in respect of which
acceptances have been received and not validly withdrawn and the
number of Sema Securities otherwise acquired, whether before or
during the Offer Period, which comply with the provisions of the
City Code referred to in this paragraph 5 or which otherwise comply
with the requirements of the Panel. Copies of the certificate will
be sent to the Panel and to the financial advisers of Sema as soon
as possible after issue.
In respect of Sema ADSs validly tendered pursuant to a Letter of
Transmittal, Schlumberger Investments shall, insofar as it may
determine, be deemed for the purposes of the Acceptance Condition or
generally to have agreed to acquire such ADSs and the Sema Shares
represented by such Sema ADSs.
6.General
(a) The Offer will lapse (unless otherwise agreed by the Panel) if the
European Commission either initiates proceedings under Article
6(1)(c) of Council Regulation (EEC) 4064/89 (the "Regulation") or
makes a referral to a competent authority of the United Kingdom
under Article 9(1) of the Regulation and there is then a reference
to the Competition Commission, before the later of 3.00 p.m. (London
time), 10.00 a.m. (New York City time), on 21 March 2001 and the
date when the Offer becomes or is declared unconditional as to
acceptances.
(b) Except with the Panel's consent, settlement of the consideration to
which any Sema Securityholder is entitled under the Offer will be
implemented in full in accordance with the terms of the Offer and
the City Code without regard to any lien, right of set-off,
counterclaim or other analogous right to which Schlumberger
Investments and/or Lehman Brothers, may otherwise be, or claim to
be,
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entitled as against such Sema Securityholder and will (subject to
paragraph 7 of this Part B) be effected in the manner described in
the letter from Lehman Brothers contained in this document.
(c) The Offer is made at 3.00 p.m. (London time), 10.00 a.m. (New York
City time), on 21 February 2001 and is capable of acceptance from
and after that time. Copies of this document, the Acceptance Forms
and any related documents are available from the UK Receiving Agent,
the US Forwarding Agent, the US Depositary and the Information
Agent, at the addresses set out at the back of this document.
(d) The terms, provisions, instructions and authorities contained in or
deemed to be incorporated in the Acceptance Forms constitute part of
the terms of the Offer. Words and expressions defined in this
document have the same meanings when used in the Acceptance Forms,
unless the context otherwise requires.
(e)(i) The Offer, all acceptances of it and all elections pursuant to
it, the Acceptance Forms, all contracts made pursuant to the
Offer, all action taken or made or deemed to be taken or made
pursuant to any of these terms and the relationship between a
Sema Securityholder and Schlumberger Investments, Lehman
Brothers, the UK Receiving Agent, the US Forwarding Agent, or the
US Depositary shall be governed by and interpreted in accordance
with English law.
(ii) Execution of an Acceptance Form by or on behalf of a Sema
Securityholder will constitute his agreement that the Courts of
England are (subject to paragraph 6(e)(iii) of this Part B) to
have exclusive jurisdiction to settle any dispute which may
arise in connection with the creation, validity, effect,
interpretation or performance of, or the legal relationships
established by the Offer and the Acceptance Form or otherwise
arising in connection with the Offer and the Acceptance Forms,
and for such purposes that he irrevocably submits to the
jurisdiction of the English Courts. However, the conduct of the
Offer is also subject to US federal securities laws.
(iii) Execution of the Acceptance Form by or on behalf of an
accepting Sema Securityholder will constitute his agreement
that the agreement in paragraph 6(e)(ii) of this Part B is
included for the benefit of Schlumberger Investments, Lehman
Brothers, the UK Receiving Agent, the US Forwarding Agent and
the US Depositary and accordingly, notwithstanding the
exclusive agreement in paragraph 6(e)(ii) of this Part B,
Schlumberger Investments, Lehman Brothers, the UK Receiving
Agent, the US Forwarding Agent and the US Depositary shall each
retain the right to, and may in its absolute discretion, bring
proceedings in the courts of any other country which may have
jurisdiction and that the accepting Sema Securityholder
irrevocably submits to the jurisdiction of the courts of any
such country.
(f) If the Offer is extended beyond 3.00 p.m. (London time) and 10.00
a.m. (New York City time) on 21 March 2001, any reference in this
document and in the Acceptance Form to 21 March 2001 shall, except
in Part A of this Appendix I and in the definition of "Offer Period"
and in paragraphs 1(a) and 6(a) of this Part B and where the context
otherwise requires, be deemed to refer to the expiry date of the
Offer as extended.
(g) Any omission or failure (or decision not) to despatch this document,
the Acceptance Forms or any notice required to be despatched under
the terms of, or relating to, the Offer to, or any failure to
receive the same by, any person to whom the Offer is made, or should
be made, shall not invalidate the Offer in any way or create any
implication that the Offer has not been made to any such person.
Subject to paragraph 7 of this Part B, the Offer extends to any such
person and to all Sema Securityholders to whom this document, the
Acceptance Forms and any related documents may not be despatched and
who may not receive such documents, and such persons may collect
copies of those documents from the UK Receiving Agent, the US
Forwarding Agent, the US Depositary or the Information Agent at the
addresses set out at the back of this document.
(h) If the Offer lapses or is withdrawn:
(i) Acceptance Forms, share certificate(s), Sema ADRs and/or other
document(s) of title will be returned by post (or by such other
method as the Panel may approve) within 14 calendar days of the
Offer lapsing, at the risk of the Sema Securityholder concerned,
to the person or agent whose name and address (outside Australia,
Canada and Japan) is set out in the relevant box
I-14
of the Acceptance Form or, if none is set out, to the first named
holder at his registered address (outside Australia, Canada and
Japan) or, in the case of Sema ADSs delivered by book-entry
transfer into the US Depositary's account at a Book-Entry Transfer
Facility pursuant to the procedures set forth in paragraph 10(c)
of this Part B, such Sema ADSs will be credited within such period
to an account maintained at the appropriate Book-Entry Transfer
Facility; and
(ii) the UK Receiving Agent will, immediately after the Offer lapses
(or within such longer period as the Panel may permit not
exceeding 14 calendar days after the lapsing of the Offer), give
instructions to CRESTCo to transfer all Sema Shares held in
escrow balances and in relation to which it is the escrow agent
for the purposes of the Offer to the original available balances
of the Sema Shareholders concerned.
(i) All powers of attorney, appointments as agent and authorities on the
terms conferred by or referred to in this Appendix I or in the
Acceptance Forms are given by way of security for the performance of
the obligations of the Sema Securityholder concerned and are
irrevocable (in respect of powers of attorney in accordance with
Section 4 of the Powers of Attorney Act 1971) except in the
circumstances where the donor of such power of attorney, appointment
or authority is entitled to withdraw his acceptance in accordance
with paragraph 3 of this Part B and duly does so.
(j) Subject to the City Code, without prejudice to any other provisions
of this Part B, Schlumberger Investments and Lehman Brothers reserve
the right to treat as valid in whole or in part acceptances of the
Offer and/or decisions pursuant thereto if received by or on behalf
of either of them at any place or places or in any manner determined
by either of them otherwise than as set out in this document or in
the Acceptance Forms.
(k) All communications, notices, certificates, Sema ADRs, documents of
title and remittances to be delivered by or sent to or from any Sema
Securityholders (or their designated agents) will be delivered by or
sent to or from them (or their designated agents) at their risk. No
acknowledgement of receipt of any Acceptance Forms, transfer by
means of CREST, communication, notice, share certificate(s), Sema
ADR(s) and/or other document(s) of title will be given by or on
behalf of Schlumberger Investments.
(l) Schlumberger Investments and Lehman Brothers reserve the right to
notify any matter (including the making of the Offer) to all or any
Sema Securityholder(s):
(i) with registered addresses outside the UK and the US; or
(ii) whom Schlumberger Investments or Lehman Brothers know to be
nominees, trustees or custodians for such Sema Securityholder(s)
with registered addresses outside the UK and the US,
by announcement in the UK to the London Stock Exchange and in the US
to the Dow Jones News Service or in any other appropriate manner or
by paid advertisement in any daily newspaper published and circulated
in the UK and the US, or any parts thereof, in which case such notice
shall be deemed to have been sufficiently given notwithstanding any
failure by any such Sema Securityholder to receive or see such
notice. All references in this document to a notice or the provision
of information in writing by or on behalf of Schlumberger Investments
shall be construed accordingly. No such document will be sent to an
address in Australia, Canada or Japan.
(m) If all of the Conditions are either satisfied, fulfilled or, to the
extent permitted, waived and if Schlumberger Investments has
acquired or contracted to acquire, pursuant to the Offer or
otherwise, sufficient Sema Shares, Schlumberger Investments intends
to apply the provisions of sections 428 to 430F of the Act to
acquire compulsorily any outstanding Sema Shares (including any
represented by Sema ADSs).
(n) When the Offer becomes or is declared unconditional in all respects,
Schlumberger Investments intends to procure the making of an
application by Sema for the removal of Sema Shares from the Official
List and for the cancellation of trading in Sema Shares on the
London Stock Exchange's market for listed securities. It is
anticipated that cancellation of listing and trading will take
effect no earlier than 20 business days after the Offer becomes or
is declared unconditional in all respects. Schlumberger Investments
would also intend to procure that Sema applies for de-listing of the
Sema Securities from Nasdaq and from Euronext Paris.
I-15
(o) If the Panel requires Schlumberger Investments to make an offer for
Sema Securities under the provisions of Rule 9 of the City Code,
Schlumberger Investments may make such alterations to the conditions
of the Offer, including the Acceptance Condition, as are necessary
to comply with the provisions of that Rule.
(p) All references in this Appendix I to any statute or statutory
provision shall include a statute or statutory provision which
amends, consolidates or replaces the same (whether before or after
the date of this document).
(q) In relation to any acceptance of the Offer in respect of a holding
of Sema Securities which are in uncertificated form, Schlumberger
Investments reserves the right to make such alterations, additions
or modifications as may be necessary or desirable to give effect to
any purported acceptance of the Offer, whether in order to comply
with the facilities or requirements of CREST or otherwise, provided
such alterations, additions or modifications are consistent with the
requirements of the City Code or are otherwise made with the Panel's
consent.
(r) References in paragraphs 8, 9 and 10 of this Part B to a Sema
Securityholder, a holder of Sema Shares and a holder of Sema ADSs
will include references to the person or persons executing the
Acceptance Form(s) and in the event of one or more than one such
person executing as Acceptance Form, such provisions shall apply to
them jointly.
7.Overseas shareholders
(a) The making of the Offer in, or to certain persons resident in, or
nationals or citizens of, jurisdictions outside the United Kingdom
or the United States or to their nominees or trustees may be
prohibited or affected by the laws of the relevant jurisdiction.
Sema Securityholders who are persons, citizens, residents or
nationals of jurisdictions outside the United Kingdom and the United
States should inform themselves about and observe any applicable
legal requirements. It is the responsibility of such Sema
Securityholders wishing to accept the Offer to satisfy themselves as
to the full observance of the laws and regulatory requirements of
the relevant jurisdiction in connection with the Offer. This
includes the obtaining of any governmental, exchange control or
other consents which may be required, compliance with other
necessary formalities needing to be observed and the payment of any
issue, transfer or other taxes due in that jurisdiction. Any such
Sema Securityholder will be responsible for any such issue, transfer
or other taxes or other duties or payments by whomsoever payable and
Schlumberger Investments, Lehman Brothers and any persons acting on
their behalf shall be fully indemnified and held harmless by any
Sema Securityholder for whom Schlumberger Investments or Lehman
Brothers (and any persons acting on their behalf) are required to
pay any issue, transfer or other taxes or duties.
(b) The Offer is not being made, directly or indirectly, in or into
Australia, Canada or Japan or by use of the mails of, or by any
means or instrumentality of interstate or foreign commerce of, or of
any facility of a national securities exchange of Australia, Canada
or Japan. This includes, but is not limited to, facsimile
transmission, e-mail, telex and telephone. Accordingly, copies of
this document, the Acceptance Forms, and any related offering
documents are not being, and must not be, mailed or otherwise
distributed or sent in, into or from Australia, Canada or Japan.
Persons receiving such documents (including, without limitation,
custodians, trustees and nominees) must not mail, forward, or
distribute or send them, directly or indirectly, in, into or from
Australia, Canada or Japan or use Australian, Canadian or Japanese
mails or any such means or instrumentality or facility for any
purpose, directly or indirectly, in connection with the Offer. Doing
so may invalidate any purported acceptance of the Offer. Persons
wishing to accept the Offer must not use such mails or any such means
or instrumentality or facility directly or indirectly for any purpose
directly or indirectly related to acceptance of the Offer or such
election.
Envelopes containing an Acceptance Form in respect of the Offer
should not be postmarked in Australia, Canada or Japan or otherwise
despatched from those jurisdictions and all accepting Sema
Securityholders must provide addresses outside Australia, Canada or
Japan for the receipt of the consideration to which they are entitled
under the Offer, or for the return of the Acceptance Forms and/or
other document(s) of title.
(c) A Sema Securityholder may be deemed not to have validly accepted the
Offer or not to have made a valid election thereunder if:
(i) he can not give the representations and warranties set out in
paragraphs 9(b) and/or 10(i)(ii)(d) (as applicable) of this Part
B of Appendix I;
I-16
(ii) he completes the relevant box of the Acceptance Form with an
address in Australia, Canada or Japan or has a registered
address in Australia, Canada or Japan and in either case he does
not insert in the relevant box of the Acceptance Form the name
and address of a person or agent outside Australia, Canada or
Japan to whom he wishes the consideration to which he is
entitled under the Offer and/or any documents to be sent;
(iii) he inserts in the relevant box of the Acceptance Form the name
and address of a person or agent in Australia, Canada or Japan
to whom he wishes the consideration to which he is entitled
under the Offer and/or any documents to be sent; or
(iv) in any case, the Acceptance Form received from him is received
in an envelope postmarked in, or which otherwise appears to
Schlumberger Investments or its agent to have been sent from
Australia, Canada or Japan.
Schlumberger Investments reserves the right, in its sole discretion,
to investigate, in relation to any acceptance, whether the
representations and warranties set out in paragraphs 9(b) or
10(i)(ii)(d) of this Part B of Appendix I could have been truthfully
given by the relevant Sema Securityholder and, if such investigation
is made and, as a result, Schlumberger Investments cannot satisfy
itself that such representation and warranty was true and correct,
the acceptance shall not be valid.
(d) If, in connection with the making of the Offer, notwithstanding the
restrictions described above, any person (including, without
limitation, custodians, nominees and trustees), whether pursuant to
a contractual or legal obligation or otherwise, forwards this
document, the Acceptance Forms or any related offering documents,
in, into or from Australia, Canada or Japan or uses the mails of, or
any means or instrumentality (including without limitation,
facsimile or electronic transmission, telephone or internet) of
interstate or foreign commerce of, or any facility of a national
securities exchange of, Australia, Canada or Japan in connection
with such forwarding, such person should:
(i) inform the recipient of such fact;
(ii) explain to the recipient that such action may invalidate any
purported acceptance by the recipient; and
(iii) draw the attention of the recipient to this paragraph 7.
(e) If any written notice from a Sema Securityholder withdrawing his
acceptance in accordance with paragraph 3 of this Part B of Appendix
I is received in an envelope postmarked in, or which otherwise
appears to Schlumberger Investments or its agents to have been sent
from Australia, Canada or Japan, Schlumberger Investments reserves
the right in its absolute discretion to treat that notice as
invalid.
(f) These provisions and any other terms of the Offer relating to
overseas holders of Sema Securities may be waived, varied or
modified as regards specific Sema Securityholders or on a general
basis by Schlumberger Investments in its absolute discretion.
Subject thereto, the provisions of this paragraph 7 supersede any
terms of the Offer inconsistent with them. References in this
paragraph 7 to a Sema Securityholder include references to the
person or persons executing an Acceptance Form and, if more than one
person executes the Acceptance Forms, the provisions of this
paragraph 7 shall apply to them jointly and severally.
Any acceptance of the Offer by Sema Securityholders who are unable to
give the representations and warranties set out in paragraphs 9(b)
and/or 10(i)(ii)(d), as applicable, of this Appendix I is liable to
be disregarded.
8. Procedures for tendering Sema Shares
(a) Holders of Sema Shares will have received with this document a Form
of Acceptance. This section should be read together with the Form of
Acceptance. The provisions of this section shall be deemed to be
incorporated in, and to form a part of, the Form of Acceptance. The
instructions printed on the Form of Acceptance shall be deemed to
form part of the terms of the Offer.
If a holder of Sema Shares holds Sema Shares in both certificated and
uncertificated form, he should complete a separate Form of Acceptance
for each holding. Similarly, such holder should complete a separate
Form of Acceptance for Sema Shares held in uncertificated form, but
under different member account IDs, and for Sema Shares held in
certificated form, but under different designations.
I-17
(b) To accept the Offer, any Sema Shareholder, including any person in
the US who holds Sema Shares, wishing to accept the Offer in respect
of all or any portion of such holder's Sema Shares, should complete
Boxes 1 and 4, sign Box 3 in accordance with the instructions
printed on it, if applicable, complete Boxes 2, 6 and 7 and, if such
holder's Sema Shares are in CREST, Box 5. All Sema Shareholders who
are individuals should sign the Form of Acceptance in the presence
of a witness, who should also sign Box 3 in accordance with the
instructions printed on it. Unless witnessed, an acceptance will not
be valid.
(c) An accepting Sema Shareholder should return the completed, signed
and witnessed (if applicable) Form(s) of Acceptance, whether or not
such Sema Shares are in CREST, to the UK Receiving Agent or, if in
the United States, to the US Forwarding Agent. The completed Form(s)
of Acceptance, together, if such holder's Sema Shares are in
certificated form, with his share certificate(s) and/or other
document(s) of title, must be lodged with the UK Receiving Agent or
the US Forwarding Agent (if such accepting Sema Shareholder is in
the United States), as soon as possible, but in any event so as to
arrive not later than 3.00 p.m. (London time), 10.00 a.m. (New York
City time), on 21 March 2001. If you have any questions as to how to
complete the Form(s) of Acceptance, please contact the UK Receiving
Agent or the US Forwarding Agent at the addresses and numbers set
out at the back of this document.
A person in the US who holds Sema Shares may submit the Form of
Acceptance, together with his share certificate(s) and/or other
document(s) of title, to the US Forwarding Agent, who will receive
such Form(s) of Acceptance and certificate(s) and/or other
document(s) of title on behalf of the UK Receiving Agent. A Form of
Acceptance contained in an envelope postmarked in Australia, Canada
or Japan or otherwise appearing to Schlumberger Investments or its
agents to have been sent from Australia, Canada or Japan may be
rejected as invalid.
(d) If Sema Shares are in uncertificated form, the holder should insert
in Box 5 of the Form of Acceptance the participant ID and member
account ID under which such Sema Shares are held by him in CREST and
otherwise complete and return the Form of Acceptance as described
above. In addition, such holders should take (or procure to be
taken) the action set out below to transfer the Sema Shares in
respect of which he wishes to accept the Offer to an escrow balance,
specifying the UK Receiving Agent (in its capacity as a CREST
participant under the participant ID referred to below) as the
escrow agent, as soon as possible, but in any event so that the
transfer to escrow settles not later than 3.00 p.m. (London time),
10.00 a.m. (New York City time), on 21 March 2001.
(e) If the Sema Shareholder is a CREST sponsored member, he should refer
to his CREST sponsor before taking any action. Such holder's sponsor
will be able to confirm details of his participant ID and the member
account ID under which his Sema Shares are held. In addition, only
his CREST sponsor will be able to send the TTE Instruction to
CRESTCo in relation to his Sema Shares.
(f) The holder of such Sema Shares should send (or, if he is a CREST
sponsored member, procure that his CREST sponsor sends) a TTE
Instruction to CRESTCo which must be properly authenticated in
accordance with CRESTCo's specifications and which must contain, in
addition to the other information that is required for a TTE
Instruction to settle in CREST, the following details:
(i) the number of Sema Shares to be transferred to an escrow balance;
(ii) the member account ID of such Sema Shareholder. This must be the
same member account ID as the member account ID that is inserted
in Box 5 of the Form of Acceptance;
(iii) the participant ID of such Sema Shareholder. This must be the
same participant ID as the participant ID that is inserted in Box
5 of the Form of Acceptance;
(iv) the participant ID of the escrow agent (the UK Receiving Agent
in its capacity as a CREST receiving agent). This is 3RA09;
(v) the member account ID of the escrow agent. This is SEMA;
(vi) the Form of Acceptance reference number. This is the Form of
Acceptance reference number that appears next to Box 5 on page 3
of the Form of Acceptance. This reference number should be
inserted in the first eight characters of the shared note field
on the TTE Instruction. Such insertion will enable the UK
Receiving Agent to match the transfer to escrow to your Form of
Acceptance. The holder of such shares should keep a separate
record of this Form of Acceptance reference number for future
reference;
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(vii) the intended settlement date. This should be as soon as
possible and in any event not later than 3.00 p.m. (London
time), 10.00 a.m. (New York City time), on 21 March 2001;
(viii) the Corporate Action Number for the Offer. This is allocated
by CRESTCo and can be found by viewing the relevant Corporate
Action Details in CREST; and
(ix) input with Standard Delivery instruction of 80.
(g) After settlement of the TTE Instruction, such Sema Shareholder will
not be able to access the Sema Shares concerned in CREST for any
transaction or charging purposes. If all of the conditions are
either satisfied, fulfilled or, to the extent permitted, waived, the
escrow agent will transfer the Sema Shares concerned to itself in
accordance with paragraph 9(d)(i) of Part B of this Appendix.
(h) Such Sema Shareholder is recommended to refer to the CREST Manual
published by CRESTCo for further information on the CREST procedures
outlined above. For ease of processing, such holder is requested,
wherever possible, to ensure that a Form of Acceptance relates to
only one transfer to escrow.
(i) If no Form of Acceptance reference number, or an incorrect Form of
Acceptance reference number, is included on the TTE Instruction,
Schlumberger Investments may treat any amount of Sema Shares
transferred to an escrow balance in favour of the escrow agent
specified above from the participant ID and member account ID
identified in the TTE Instruction as relating to any Form(s) of
Acceptance which relate(s) to the same member account ID and
participant ID (up to the amount of Sema Shares inserted or deemed
to be inserted on the Form(s) of Acceptance concerned).
(j) Such Sema Shareholder should note that CRESTCo does not make
available special procedures, in CREST, for any particular corporate
action. Normal system timings and limitations will therefore apply
in connection with a TTE Instruction and its settlement. Such holder
should therefore ensure that all necessary action is taken by him
(or by his CREST sponsor) to enable a TTE Instruction relating to
his Sema Shares to settle prior to 3.00 p.m. (London time), 10.00
a.m. (New York City time), on 21 March 2001. In this connection such
holder is referred in particular to those sections of the CREST
Manual concerning practical limitations of the CREST system and
timings.
(k) Schlumberger Investments will make an appropriate announcement if
any of the details contained in this paragraph 8 alter for any
reason.
(l) Normal CREST procedures (including timings) apply in relation to any
Sema Shares that are, or are to be, converted from uncertificated to
certificated form, or from certificated to uncertificated form,
during the course of the Offer (whether any such conversion arises
as a result of a transfer of Sema Shares or otherwise). Sema
Shareholders who are proposing so to convert any Sema Shares are
recommended to ensure that the conversion procedures are implemented
in sufficient time to enable the person holding or acquiring the
Sema Shares as a result of the conversion to take all necessary
steps in connection with an acceptance of the Offer (in particular,
as regards delivery of share certificate(s) and/or other document(s)
of title or transfers to an escrow balance as described above) prior
to 3.00 p.m. (London time), 10.00 a.m. (New York City time), on 21
March 2001.
(m) If the share certificate(s) and/or other document(s) of title is/are
not readily available or is/are lost, the Form of Acceptance should
nevertheless be completed, signed and sent as stated above to the UK
Receiving Agent or the US Forwarding Agent so as to be received as
soon as possible, but in any event no later than 3.00 p.m. (London
time), 10.00 a.m. (New York City time), on 21 March 2001, together
with any share certificate(s) and/or other document(s) of title that
is/are available, accompanied by a letter stating that the balance
will follow or that the accepting holder has lost one or more of his
share certificate(s) and/or other documents of title. If the share
certificate(s) and/or other document(s) of title are lost, the
accepting holder should request the registrar of Sema (IRG plc,
Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United
Kingdom) to send him a letter of indemnity for completion in
accordance with the instructions given. When completed, the letter
of indemnity must be lodged with the UK Receiving Agent or the US
Forwarding Agent, in accordance with the instructions given, in
support of the Form of Acceptance. Schlumberger Investments may
treat as invalid, to the extent that it so determines in its
absolute discretion, any acceptance from the depositary for the Sema
ADSs which Schlumberger Investments has reason to believe has not
been properly authorised by the relevant ADS holder and/or is
inconsistent with any acceptance received from an ADS holder.
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9. Form of Acceptance for Sema Shareholders
Each holder of Sema Shares who executes and lodges or has executed and lodged
on his behalf a Form of Acceptance with the UK Receiving Agent or the US
Forwarding Agent, subject to the rights of withdrawal set out in this
document, irrevocably (and so as to bind himself, his heirs, successors and
assigns and his personal or legal representatives):
(a)(i) accepts the Offer in respect of the number of Sema Shares
inserted or deemed to be inserted in Box 1 of the Form of
Acceptance; and
(ii) agrees to execute any further documents and give any further
assurances which may be required to enable Schlumberger
Investments to obtain the full benefit of paragraph 8 and
paragraph 9 of this Part B and/or to perfect any of the
authorities expressed to be given hereunder,
in each case on and subject to the terms and conditions set out or
referred to in this document and the Form of Acceptance;
(b) represents and warrants to Schlumberger Investments and Lehman
Brothers and the UK Receiving Agent or the US Forwarding Agent, as
the case may be, that, unless "NO" is put in Box 6 of the Form of
Acceptance:
(i) he has not received or sent copies or originals of this document,
the Form of Acceptance or any related offering documents in, into
or from Australia, Canada or Japan;
(ii) he has not used in connection with the Offer or the execution or
delivery of the Form of Acceptance, directly or indirectly, the
mails of, or any means or instrumentality (including, without
limitation, e-mail, facsimile transmission, telex and telephone)
of interstate or foreign commerce of, or any facility of a
national securities exchange of Australia, Canada or Japan;
(iii) he is accepting the Offer from outside Australia, Canada or
Japan; and
(iv) he is not an agent or fiduciary acting on a non-discretionary
basis for a principal, unless such agent or fiduciary is an
authorised employee of such principal or such principal has given
all instructions with respect to the Offer from outside Australia,
Canada or Japan;
(c) appoints any director of, or any person authorised by, Schlumberger
Investments or Lehman Brothers as his agent and/or attorney (subject
to the Offer becoming unconditional in all respects and him not
having validly withdrawn his acceptance) with an irrevocable
instruction and authorisation to:
(i) complete and execute all or any form(s) of transfer, renunciation
or other document(s) in relation to the Sema Shares referred to
in paragraph 9(a)(i) of this Part B in favour of Schlumberger
Investments or as Schlumberger Investments or its agents may
direct;
(ii) deliver all or any form(s) of transfer, renunciation and/or
other document with any certificate or other document of title
for registration within six months of the Offer becoming
unconditional in all respects; and
(iii) take any other action as the agent and/or attorney may think
necessary or expedient in connection with his acceptance of the
Offer and to vest in Schlumberger Investments (or as it may
direct) the Sema Shares referred to in paragraph 9(a)(i) of this
Part B;
(d) undertakes that the execution of the Form of Acceptance and its
delivery to the UK Receiving Agent or the US Forwarding Agent, as
the case may be, constitutes an irrevocable appointment of the UK
Receiving Agent as his agent and/or attorney and an irrevocable
instruction and authority to the agent/attorney:
(i) subject to the Offer becoming unconditional in all respects and
him not having validly withdrawn his acceptance, to transfer to
Schlumberger Investments (or to such other person or persons as
Schlumberger Investments or its agent may direct) by means of
CREST all or any of the Relevant Sema Shares (but not exceeding
the number of Sema Shares in respect of which the Offer is
accepted or deemed to be accepted); and
(ii) if the Offer does not become unconditional in all respects, to
give instructions to CRESTCo immediately after the Offer lapses
(or within such longer period as the Panel may permit, not
exceeding 14 calendar days of the Offer lapsing) to transfer all
Relevant Sema Shares to the original available balance of the
accepting Sema Shareholder.
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In this paragraph, "Relevant Sema Shares" means uncertificated Sema
Shares in respect of which a transfer or transfers to escrow has or
have been effected in accordance with the procedures described in the
letter from Lehman Brothers and paragraph 8 of this Part B and where
the transfer or transfers to escrow has or have been made in respect
of Sema Shares held under the same member account ID and participant
ID as the member account ID and participant ID relating to the
relevant Form of Acceptance (but irrespective of whether or not any
Form of Acceptance reference number, or a Form of Acceptance reference
number corresponding to that appearing on the relevant Form of
Acceptance, was included in the relevant transfer to escrow
instruction);
(e) authorises and requests (subject to the Offer becoming unconditional
in all respects and him not having validly withdrawn his
acceptance):
(i) Sema or its agents to procure the registration of the transfer of
the Sema Shares referred to in paragraph 9(a)(i) of this Part B
and, in respect of Sema Shares that are in certificated form, the
delivery of the share certificate(s) and other document(s) of
title in respect of the Sema Shares to Schlumberger Investments
or as it may direct;
(ii) if the Sema Shares referred to in paragraph 9(a)(i) of this Part
B are in certificated form, to Schlumberger Investments or its
agents to procure the despatch by post (or by such other method
as may be approved by the Panel) of the consideration to which
he is entitled under the Offer at his risk to the person or
agent whose name and address is set out in Box 7 of the Form of
Acceptance or, if no person or agent's name and address is set
out, to the first named holder at his registered address;
(iii) if the Sema Shares referred to in paragraph 9(a)(i) of this
Part B are in uncertificated form, to Schlumberger Investments or
its agents to ensure that an assured payment obligation is created
in favour of the Sema Shareholder's payment bank in accordance
with the CREST assured payment arrangements in respect of any cash
consideration to which that shareholder is entitled; and
(iv) Schlumberger Investments, Sema or their respective agents to
record and act on any instructions with regard to payments or
notices which have been entered in the records of Sema in
respect of his holding of Sema Shares;
(f) agrees that:
(i) Schlumberger Investments may decide to despatch all or part of
the consideration payable to a Sema Shareholder whose Sema Shares
are in uncertificated form in accordance with paragraph 9(e)(ii)
of this Part B; and
(ii) the consideration payable to a shareholder whose Sema Shares are
in uncertificated form will be despatched in accordance with
paragraph 9(e)(ii) of this Part B if the shareholder is a CREST
member whose registered address is in Australia, Canada or
Japan;
(g) gives authority to any director of, or person authorised by,
Schlumberger Investments or Lehman Brothers within the terms of
paragraph 6 of this Part B;
(h) subject to the Offer becoming unconditional in all respects and him
not having validly withdrawn his acceptance (or if the Offer will
become unconditional in all respects or lapse on the outcome of the
resolution in question or if the Panel gives its consent) and
pending registration:
(i) authorises Schlumberger Investments or its agent to direct the
exercise of any votes and any other rights and privileges
(including the right to requisition the convening of a general or
separate class meeting of Sema) attaching to the Sema Shares
referred to in paragraph 9(a)(i) of Part B of this Appendix;
(ii) authorises Sema or its agent to send any notice, circular,
warrant or other document or communication which may be required
to be sent to him as a member of Sema to Schlumberger
Investments, care of the UK Receiving Agent;
(iii) authorises any director of, or person authorised by,
Schlumberger Investments or Lehman Brothers to sign any
document and do such things as may in the opinion of that agent
and/or attorney seem necessary or desirable in connection with
the exercise of any votes or other rights or privileges
attaching to the Sema Shares held by him (including, without
limitation, signing any consent to short notice of a general or
separate class meeting as his agent and/or attorney and on his
behalf and executing a form of proxy appointing any person
nominated
I-21
by Schlumberger Investments to attend general and separate class
meetings of Sema and attending any such meeting and exercising the
votes attaching to the Sema Shares referred to in paragraph
9(a)(i) of this Part B on his behalf, where relevant, such votes
to be cast so far as possible to satisfy any outstanding condition
of the Offer); and
(iv) agrees not to exercise any such rights without the consent of
Schlumberger Investments and irrevocably undertakes not to
appoint a proxy for or to attend such general or separate class
meetings of Sema.
This authority will cease to be valid if the acceptance is validly
withdrawn in accordance with paragraph 3 of this Part B;
(i) agrees that he will deliver to the UK Receiving Agent or the US
Forwarding Agent, or procure the delivery to the UK Receiving Agent
or the US Forwarding Agent of, his certificate(s) and/or other
document(s) of title in respect of those Sema Shares referred to in
paragraph 9(a)(i) of this Part B that are in certificated form, or an
indemnity acceptable to Schlumberger Investments, as soon as possible
and in any event within two months of the Offer becoming
unconditional in all respects;
(j) agrees that he will take (or procure to be taken) the necessary
action to transfer all those Sema Shares referred to in paragraph
9(a)(i) of this Part B that are in uncertificated form to an escrow
balance as soon as possible and in any event so that the transfer to
escrow settles within two months of the Offer becoming unconditional
in all respects;
(k) agrees that if for any reason any Sema Shares in respect of which a
transfer to an escrow balance has been effected are converted to
certificated form, he will immediately deliver or ensure the
immediate delivery of the share certificates or other documents of
title in respect of all those Sema Shares that are converted to the
UK Receiving Agent or the US Forwarding Agent at the relevant address
set out at the back of this document;
(l) agrees that the creation of an assured payment obligation in favour
of his payment bank in accordance with the CREST assured payment
arrangements as referred to in paragraph 9(e)(iii) of this Part B
will, to the extent of the obligation so created, discharge fully any
obligation of Schlumberger Investments or Lehman Brothers to pay to
him the cash consideration to which he is entitled under the Offer;
(m) agrees that he will do everything necessary or expedient to vest in
Schlumberger Investments or its nominees or such other persons as it
may decide the Sema Shares referred to in paragraph 9(a)(i) of this
Part B and to enable the UK Receiving Agent to perform its functions
as escrow agent for the purposes of the Offer;
(n) agrees to ratify everything which may be done or effected by any
director of, or person authorised by, Schlumberger Investments,
Lehman Brothers, the UK Receiving Agent or the US Forwarding Agent in
exercise of any of the powers and/or authorities under Part B of this
Appendix;
(o) agrees that, if any provision of Part B of this Appendix will be
unenforceable or invalid or will not operate so as to afford
Schlumberger Investments, Lehman Brothers, the UK Receiving Agent or
the US Forwarding Agent or any of their respective directors or
persons authorised by them, the benefit of the authority expressed to
be given in Part B of this Appendix, he will, with all practicable
speed, do everything that may be required or desirable to enable
Schlumberger Investments, Lehman Brothers, the UK Receiving Agent and
the US Forwarding Agent and any of their respective directors or
persons authorised by them to secure the full benefit of Part B of
this Appendix;
(p) represents and warrants that he is entitled to sell and transfer the
beneficial ownership of the Sema Shares referred to in paragraph
9(a)(i) of this Part B and that such shares are sold fully paid and
free from all liens, equities, charges, encumbrances and other third
party rights and interests of any nature whatsoever and together with
all rights attaching to them on or after 12 February 2001 including,
without limitation, voting rights and the right to receive all
dividends and other distributions declared, paid or made on or after
that date;
(q) agrees that the terms and conditions of the Offer are deemed to be
incorporated in, and form part of, the Form of Acceptance;
(r) agrees that, on execution, the Form of Acceptance takes effect as a
deed;
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(s) agrees that the execution of the Form of Acceptance constitutes his
agreement to the terms of paragraphs 6(e)(i), (ii) and (iii) of this
Part B;
(t) agrees and acknowledges that he is not a customer (as defined in the
rules of The Securities and Futures Authority Limited) of Lehman
Brothers, Morgan Stanley Dean Witter or Schroder Salomon Smith Barney
in connection with the Offer; and
(u) if he is a US holder, certifies that he is not subject to back up
withholding tax by completing a Substitute Form W-9, or, if the
holder is a non-resident alien or foreign entity for US federal
income tax purposes, agrees to establish an exemption from certain US
federal information return reporting and back up withholding
requirements by completing a Form W-8 Certificate of Foreign Status
which is available from the US Internal Revenue Service.
A reference in this paragraph 9 to a holder of Sema Shares includes a
reference to the person or persons executing the Form of Acceptance and
in the event of more than one person executing a Form of Acceptance, the
provisions of this paragraph 9 will apply to them jointly and to each of
them.
10. Procedures for acceptance by Sema ADS holders
(a) Letter of Transmittal/Notice of Guaranteed Delivery
If you are a holder of Sema ADSs evidenced by Sema ADRs, you will have
also received a Letter of Transmittal and a Notice of Guaranteed Delivery
for use in connection with the Offer. This section should be read
together with the instructions on the Letter of Transmittal. The
provisions of this paragraph 10 shall be deemed to be incorporated in,
and form a part of, the relevant Letter of Transmittal. The instructions
printed on the relevant Letter of Transmittal shall be deemed to form
part of the terms of the Offer.
(b) Valid acceptance
For a holder of Sema ADSs evidenced by Sema ADRs to validly accept the
Offer, either:
(i) a properly completed and duly executed Letter of Transmittal,
together with any required signature guarantees or, in the case
of a book-entry transfer, an Agent's Message, and any other
documents required by the Letter of Transmittal, must be received
by the US Depositary at its address as set out at the back of
this document and either the Sema ADRs evidencing such Sema ADSs
must be received by the US Depositary at such address or such
Sema ADRs evidencing such Sema ADSs must be delivered pursuant to
the procedure for book-entry transfer set forth below (and a
Book-Entry Confirmation received by the US Depositary in
accordance with such procedures); or
(ii) such holder must comply with the Guaranteed Delivery Procedures
set out in paragraph 10(h) below.
The Offer in respect of Sema ADSs evidenced by Sema ADRs shall be validly
accepted by (i) delivery of a Letter of Transmittal, the relevant Sema
ADRs evidencing Sema ADSs and other required documents to the US
Depositary by a holder of Sema ADSs (without any further action by the US
Depositary) subject to the terms and conditions set out in this document
and the Letter of Transmittal or (ii) completion of the book-entry
transfer procedures described below. The acceptance of the Offer by a
holder of Sema ADSs evidenced by Sema ADRs pursuant to the procedures
described above, subject to the withdrawal rights described below, will
be deemed to constitute a binding agreement between such holder of Sema
ADSs and Schlumberger Investments upon the terms and subject to the
conditions of the Offer. If a holder of Sema ADSs validly accepts the
Offer in respect of a Sema ADS, the Sema Shares represented by such Sema
ADS may not be tendered independently. A Letter of Transmittal and other
required documents contained in an envelope postmarked in Canada,
Australia or Japan or otherwise appearing to Schlumberger Investments or
its agents to have been sent from Canada, Australia or Japan may be
rejected as invalid. By delivery of a Letter of Transmittal to the US
Depositary in respect of Sema ADSs, the holder of such Sema ADSs agrees
not to instruct the depositary for the Sema ADSs to accept the Offer in
respect of the Sema Shares represented by such Sema ADSs.
(c) Book-entry transfer
The US Depositary will establish an account at each of the Book-Entry
Transfer Facilities with respect to interests in Sema ADSs evidenced by
Sema ADRs held in book-entry form for the purposes of the
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Offer within two business days from the date of this document. Any
financial institution that is a participant in any of the Book-Entry
Transfer Facility's systems may make book-entry delivery of interests in
Sema ADSs by causing a Book-Entry Transfer Facility to transfer such
interests in Sema ADSs into the US Depositary's account at such Book-
Entry Transfer Facility in accordance with that Book-Entry Transfer
Facility's procedures for such transfer.
Although delivery of interests in Sema ADSs evidenced by Sema ADRs may be
effected through book-entry transfer into the US Depositary's account at
a Book-Entry Transfer Facility, either:
(i) the Letter of Transmittal, properly completed and duly executed,
together with any required signature guarantees; or
(ii) an Agent's Message (as defined below),
and, in either case, any other required documents, must in any case be
transmitted to, and received by, the US Depository at the address set out
at the back of this document before Sema ADSs evidenced by Sema ADRs will
be either counted as a valid acceptance, or purchased, or such holder
must comply with the Guaranteed Delivery Procedures described below.
Delivery of documents to a Book-Entry Transfer Facility does not
constitute delivery to the US Depository. The term "Agent's Message"
means a message transmitted by a Book-Entry Transfer Facility to, and
received by, the US Depositary and forming part of a Book-Entry
Confirmation that states that such Book-Entry Transfer Facility has
received an express acknowledgement from the participant in such Book-
Entry Transfer Facility accepting the Offer in respect of the interests
in Sema ADSs that such participant has received and agrees to be bound by
the terms of the Letter of Transmittal and that Schlumberger Investments
may enforce such agreement against the participant.
(d) Method of delivery
The method of delivery of Sema ADRs, Letters of Transmittal and all other
required documents is at the option and risk of the accepting holder of
Sema ADSs. Sema ADSs will be deemed delivered only when the Sema ADRs
representing such Sema ADSs are actually received by the US Depository
(including in the case of a book-entry transfer, by Book-Entry
Confirmation). If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended. In all cases,
sufficient time should be allowed to ensure timely delivery. No
acknowledgement of receipt of documents will be given by, or on behalf
of, Schlumberger Investments.
(e) Signature guarantees
No signature guarantee is required on the Letter of Transmittal if:
(i) the Letter of Transmittal is signed by the registered holder of
the Sema ADSs tendered therewith and such registered holder has
not completed either the Box entitled "Special Delivery
Instructions" or the Box entitled "Special Payment Instructions"
in the Letter of Transmittal; or
(ii) such Sema ADSs are tendered for the account of an Eligible
Institution.
In all other cases, all signatures on Letters of Transmittal must be
guaranteed by an Eligible Institution. See Instructions 1 and 5 to the
Letter of Transmittal.
(f) Sema ADSs and ADRs
If the Sema ADSs are registered in the name of a person other than the
person who signs the Letter of Transmittal, then the tendered Sema ADRs
must be endorsed or accompanied by appropriate stock powers, signed
exactly as the name or names of the registered owner or owners appear on
the Sema ADRs, with the signatures on the Sema ADRs or stock powers
guaranteed as aforesaid. See Instruction 5 to the Letter of Transmittal.
(g) Partial acceptances (not applicable to book-entry Sema
Securityholders)
If fewer than all of the Sema ADSs evidenced by any Sema ADRs delivered
to the US Depositary are to be tendered, the holder thereof should so
indicate in the Letter of Transmittal by filling in the number of Sema
ADSs which are tendered in the Box entitled "Number of ADSs Tendered". In
such case, a new Sema ADR for the remainder of the Sema ADSs represented
by the former Sema ADR will be sent to the person(s) signing such Letter
of Transmittal (or as such person properly indicates thereon) as
I-24
promptly as practicable following the date the tendered Sema ADSs are
purchased. All Sema ADSs delivered to the US Depositary will be deemed to
have been tendered unless otherwise indicated. See Instruction 4 to the
Letter of Transmittal. In the case of partial tenders, Sema ADSs not
tendered will not be reissued to a person other than the registered
holder.
(h) Guaranteed delivery procedures
(i) If a holder of Sema ADSs evidenced by Sema ADRs wishes to tender
Sema ADSs pursuant to the Offer and the Sema ADRs evidencing such
Sema ADSs are not immediately available or the procedures for
book-entry transfer cannot be completed on a timely basis, or if
time will not permit all required documents to reach the US
Depositary prior to the expiry of the Subsequent Offer Period,
such holder's tender of Sema ADSs may be effected if all of the
following conditions are satisfied (the "Guaranteed Delivery
Procedures"):
(a) such tender is made by or through an Eligible Institution;
(b) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by Schlumberger
Investments is received by the US Depositary, as provided
below, prior to the expiry of the Subsequent Offer Period; and
(c) the Sema ADRs evidencing all tendered Sema ADSs (or, in the
case of Sema ADSs held in book-entry form, timely confirmation
of the book-entry transfer of such interests in Sema ADSs into
the US Depositary's account at a Book-Entry Transfer Facility
as described above) together with a properly completed and
duly executed Letter of Transmittal with any required
signature guarantees or, in the case of a book-entry transfer,
an Agent's Message and any other documents required by the
Letter of Transmittal, are received by the US Depositary
within three New York Stock Exchange business days after the
date of execution of such Notice of Guaranteed Delivery.
(ii) The Notice of Guaranteed Delivery may be delivered by hand,
transmitted by facsimile transmission or mailed to the US
Depositary and must include a signature guarantee by an Eligible
Institution in the form set out in such Notice of Guaranteed
Delivery.
(iii) Receipt of a Notice of Guaranteed Delivery will not be treated
as a valid acceptance for the purpose of satisfying the
Acceptance Condition. To be counted towards satisfaction of
this requirement, prior to the expiration of the Initial Offer
Period, the Sema ADRs evidencing Sema ADSs referred to in the
Notice of Guaranteed Delivery must be received by the US
Depositary (or, in the case of interests in Sema ADSs evidenced
by Sema ADRs held in book-entry form, timely confirmation of a
book-entry transfer of such interests in Sema ADSs into the US
Depositary's account at a Book-Entry Transfer Facility pursuant
to the procedures set out above) together with a duly executed
Letter of Transmittal with any required signature guarantees
(or, in the case of a book-entry transfer an Agent's Message)
and any other required documents.
(i) Other requirements
By executing the Letter of Transmittal as set out above, the holder of
Sema ADSs in respect to which the Offer has been accepted will agree
that, effective from and after the date all conditions are either
satisfied, fulfilled or, to the extent permitted, waived:
(i) Schlumberger Investments or its agents shall be entitled to
direct the exercise of any votes attaching to any Sema Shares
represented by Sema ADSs, in respect of which the Offer has been
accepted or is deemed to have been accepted (the "Accepted ADSs")
and any other rights and privileges attaching to such Sema
Shares, including any right to requisition a general meeting of
Sema or any class of its shareholders;
(ii) the execution of the Letter of Transmittal (together with any
signature guarantees) and its delivery to the US Depositary or
the completion of the book-entry transfer procedures shall
constitute:
(a) an authority to Sema or its agents from the holder of Accepted
ADSs to send any notice, circular, warrant, document or other
communication that may be required to be sent to him as a
holder of Sema ADSs, to Schlumberger Investments at the office
of the UK Receiving Agent;
I-25
(b) an authority to Schlumberger Investments or its agent to sign
any consent to short notice of a general meeting or separate
class meeting on behalf of the holder of Accepted ADSs and/or
to execute a form of proxy in respect of such Accepted ADSs
appointing any person nominated by Schlumberger Investments to
attend general meetings and separate class meetings of Sema
and any adjournment thereof and to exercise the votes
attaching to the Sema Shares represented by such Accepted ADSs
on his behalf;
(c) the agreement of such holder of Accepted ADSs not to exercise
any of such rights without the consent of Schlumberger
Investments and the irrevocable undertaking of such holder of
Accepted ADSs not to appoint a proxy for or to attend any such
general meetings or separate class meetings;
(d) a representation and warranty that such Sema Securityholder
(i) has not received or sent copies or originals of this
document or any Letter of Transmittal or any related documents
in, into or from, Australia, Canada or Japan; (ii) has not
used in connection with the Offer or the execution or delivery
of the Letter of Transmittal, directly or indirectly, the
mails of, or any means or instrumentality (including, without
limitation, e-mail, facsimile transmission, telex and
telephone) of interstate or foreign commerce of, or any
facility of a national securities exchange of Australia,
Canada or Japan; (iii) is accepting the Offer from outside
Australia, Canada or Japan; and (iv) is not an agent or
fiduciary acting on a non-discretionary basis for a principal,
unless such agent or fiduciary is an authorised employee of
such principal or such principal has given any instructions
with respect to the Offer from outside Australia, Canada or
Japan; and
(e) confirmation that such Sema Securityholder is entitled to sell
and transfer the beneficial ownership of the Accepted ADSs and
that such Accepted ADSs are sold fully paid and free from all
liens, equitable interests, charges, and encumbrances and
together with all rights attaching thereto including voting
rights and the right to all dividends and other distributions
declared, paid or made; and
(f) the execution of the Letter of Transmittal (together with any
signature guarantees) and its delivery to the US Depositary
(or the completion of the book-entry transfer procedures)
shall constitute an authority to any director of Schlumberger
Investments or Lehman Brothers and to Schlumberger Investments
or Lehman Brothers and/or their respective agents in
accordance with the terms of paragraph 4 of this Part B.
References in this paragraph 10 to a Sema Securityholder shall
include references to the person or persons executing a Letter of
Transmittal and in the event of more than one person executing a
Letter of Transmittal the provisions of this Part B shall apply to
them jointly and to each of them.
11. Currency of cash consideration
Instead of receiving cash consideration in pounds sterling, Sema
Securityholders who so wish may elect to receive US dollars on the basis that
the cash amount payable in pounds sterling to which such holder 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 Schlumberger Investments
to the relevant payment agent (either the UK Receiving Agent or the US
Depositary) for delivery in respect of the relevant Sema Securities. A Sema
Securityholder may receive such amount on the basis set out above only in
respect of the whole of his holding of Sema Securities in respect of which he
accepts the Offer. Sema Securityholders may not elect to receive both pounds
sterling and US dollars.
Holders of Sema ADSs are entitled under the terms of the Offer to elect to
receive the cash element of the consideration in pounds sterling. The pounds
sterling consideration available to holders of Sema ADSs is the same, per Sema
Share, as that offered to Sema Shareholders. To facilitate the settlement of
the Offer, unless they elect to receive pounds sterling, holders of Sema ADSs
will receive consideration converted into US dollars as described above, as if
such holders of Sema ADSs had elected to receive US dollars.
Consideration in US dollars may be inappropriate for Sema Securityholders
other than persons in the US and holders of Sema ADSs.
I-26
The actual amount of US dollars received will depend upon the exchange rate
prevailing on the business day on which funds are made available to the
relevant payment agent (either the UK Receiving Agent or the US Depositary) by
Schlumberger Investments. Sema Securityholders should be aware that the US
dollar/pounds sterling exchange rate which is prevailing at the date on which
an election is made to receive dollars and on the dates of dispatch and
receipt of payment may be different from that prevailing on the business day
on which funds are made available to the relevant payment agent by
Schlumberger Investments. In all cases, fluctuations in the US dollar/pounds
sterling exchange rate are at the risk of accepting Sema Securityholders who
elect or are treated as having elected to receive their consideration in US
dollars. Neither Schlumberger, Schlumberger Investments nor any of its
advisers or agents shall have any responsibility with respect to the actual
amount of cash consideration payable other than in pounds sterling.
12. Substitute Acceptance Forms
Holders of Sema Securities have been sent with this document a Form of
Acceptance and/or a Letter of Transmittal (accompanied by a Notice of
Guaranteed Delivery). All holders of Sema Shares, including persons in the US
who hold Sema Shares, have been sent a Form of Acceptance, which they must use
to tender their Sema Shares and accept the Offer. All holders of Sema ADSs
have been sent a Letter of Transmittal and a Notice of Guaranteed Delivery
which they must use to tender their Sema ADSs and accept the Offer. Should any
holder of Sema Securities receive an incorrect form with which to accept the
Offer or require any additional forms, that person should contact the UK
Receiving Agent, the US Forwarding Agent or the US Depositary at the relevant
addresses set out at the back of this document, who will provide the
appropriate forms.
The Offer and all contracts arising under it will be governed by English law.
I-27
APPENDIX II
FINANCIAL INFORMATION ON SCHLUMBERGER
Part A: Unaudited fourth quarter results for the period to 31 December 2000
and unaudited preliminary results for the year ended 31 December 2000.
Set out below is the text of the announcement dated 18 January 2001 of
Schlumberger's unaudited fourth quarter results for the period to 31 December
2000 and the preliminary results for the year ended 31 December 2000.
"Schlumberger N.V. reported 2000 operating revenue from continuing operations
of $9.61 billion, an increase of 15% over 1999.
Income from continuing operations of $735 million and diluted earnings per
share of $1.27 were 61% and 57% higher, respectively, than 1999 before last
year's unusual items.
Chairman and Chief Executive Officer Euan Baird stated:
"The increase in oil demand during 2000, coupled with the low upstream E&P
expenditures since mid-1998, resulted in the lowest level of excess oil
production capacity in decades, and led to a significant increase in oil and
gas prices. The corresponding increases in E&P spending came only gradually
due to the effects of industry consolidations which have taken place over that
last two years and concerns that these pricing levels would not be sustained.
Thanks to our focus on the reservoir, the creation of the GeoMarket*
organization, and a wide array of new technologies resulting from our R&D
spending, Schlumberger flourished in this environment with Oilfield Services
revenues increasing by 20% and pretax operating income improving by 73%
compared with 1999. A number of new initiatives were started during the year
to extend our lead in the Oilfield Services reservoir optimization market.
These initiatives included creating the world's leading seismic company
WesternGeco through a JV with Baker Hughes Incorporated, launching
IndigoPool.com, our new e-commerce and solutions business and forming a joint
venture with ABB which is focused on subsea business opportunities. In
addition, the GeoMarket organizations are winning a growing number of new
joint value enhancement projects around the world.
Unless an abrupt slowdown in world economies causes oil and gas demand to
slacken, we expect the increasing E&P expenditure trend that characterized the
second half of 2000 to continue in 2001 with more emphasis on markets outside
North America.
As a result, total activity in 2001 is expected to be well above 2000 levels
as oil companies move more aggressively to explore for and develop new fields
and to optimize older fields to improve their productivity and lower their
producing costs. This trend will require significantly higher levels of
investment in drilling and workover activity, placing greater emphasis than
ever on efficiency. Our emphasis on R&D to develop and improve technologies to
capitalize on this trend will continue, leading to an expansion of the value
pricing model for which Schlumberger is uniquely positioned.
In our Resource Management Services business segment, 2000 saw the beginning
of a major transformation of our utility business from one of primarily meter
manufacturing towards a value added, technologically differentiated solutions
business model. The acquisition of a majority stake in Convergent and the
rapid deployment of CellNet technologies provides us with unique momentum in
the solutions business. At the same time we expect to accelerate our exit from
manufacturing businesses.
In Test & Transactions, continued growth in revenue and operating income of
our smart cards business reached record levels and was a clear highlight to
the year. Weakness in our semiconductor test and eTransactions businesses
offset some of the gains in smart cards, and we took several actions in the
fourth quarter to restructure the semiconductor test group to account for the
reduced levels of activity in the semiconductor test markets that began to
appear in the second half of 2000.
During the year we continued to make significant investments in Network
Solutions to take advantage of our domain expertise in leveraging our Internet
applications and technologies to create new business opportunities and to
provide a structure for better integration of our network expertise with our
Oilfield Services, utility, telecom and other businesses.
II-1
As the dot.com technology bubble fades it is becoming increasingly clear that
the winners in the Internet age will be companies with excellent products and
market shares in specific verticals who are able to aggressively enhance their
business model with these new technologies. Schlumberger is uniquely
positioned to be such a company."
FOURTH QUARTER RESULTS
Fourth quarter operating revenue from continuing operations of $2.69 billion
was 23% above fourth quarter 1999.
Income from continuing operations and diluted earnings per share was $238
million and $0.41, an increase of 84% and 78%, respectively, over the fourth
quarter of 1999 before last year's unusual items.
Oilfield Services operating revenue increased 33% over the same quarter last
year as the worldwide M-I rig count grew 25%. Compared with the third quarter
of 2000, operating revenue increased 11% as the worldwide M-I rig count grew
9%.
Test & Transactions operating revenue was 24% higher than in the fourth
quarter of 1999, while Resource Management Services operating revenue
decreased 19% year over year.
Several unusual items were recorded in the fourth quarter. When combined,
these items had no effect on earnings per share.
II-2
Consolidated Statement of Income
Fourth Quarter
(Unaudited) Twelve Months
--------------------- ---------------------
2000 1999(/1/) 2000 1999(/1/)
For Periods Ended December 31 ---------- ---------- ---------- ----------
(Stated in thousands except per share
amounts)
REVENUE
Operating....................... $2,688,482 $2,179,300 $9,611,462 $8,394,947
Interest and other income(/2/).. 173,921 79,042 423,255 356,758
---------- ---------- ---------- ----------
2,862,403 2,258,342 10,034,717 8,751,705
---------- ---------- ---------- ----------
EXPENSES
Cost of goods sold and
services....................... 2,096,291 1,770,214 7,371,542 6,737,635
Research & engineering.......... 144,638 132,701 540,698 522,240
Marketing....................... 116,829 110,675 437,128 433,871
General......................... 117,771 94,474 448,587 383,695
Interest........................ 75,149 60,046 276,081 192,954
---------- ---------- ---------- ----------
2,550,678 2,168,110 9,074,036 8,270,395
---------- ---------- ---------- ----------
Income before taxes and minority
interest 311,725 90,232 960,681 481,310
Taxes on income................. 82,660 28,781 228,248 140,772
---------- ---------- ---------- ----------
Net Income from continuing
operations before minority
interest....................... 229,065 61,451 732,433 340,538
Minority interest .............. 8,852 (2,980) 2,163 (11,204)
---------- ---------- ---------- ----------
Net income from continuing
operations(/3/)................ 237,917 58,471 734,596 329,334
Net income from discontinued
operations(/4/)................ -- (47,212) -- 37,360
---------- ---------- ---------- ----------
Net income...................... $237,917 $11,259 $734,596 $366,694
========== ========== ========== ==========
BASIC EARNINGS PER SHARE
Continuing Operations........... $0.42 $0.11 $1.29 $0.60
Discontinued Operations(/4/).... -- (0.09) -- 0.07
---------- ---------- ---------- ----------
Net income...................... $0.42 $0.02 $1.29 $0.67
========== ========== ========== ==========
DILUTED EARNINGS PER SHARE
Continuing Operations........... $0.41 $0.10 $1.27 $0.58
Discontinued Operations(/4/).... -- (0.08) -- 0.07
---------- ---------- ---------- ----------
Net income...................... $0.41 $0.02 $1.27 $0.65
========== ========== ========== ==========
Average shares outstanding...... 572,583 552,559 570,028 548,680
Average shares outstanding
assuming dilution.............. 582,319 566,162 580,076 563,789
Depreciation and amortization
included in expenses(/5/)...... $351,601 $317,371 $1,270,754 $1,150,344
---------- ---------- ---------- ----------
- --------
(1) Reclassified, in part, for comparative purposes.
(2) Includes interest income:
Fourth quarter 2000--$77 million (1999--$63 million)
Twelve months 2000--$302 million (1999--$235 million)
(3) Fourth quarter and total year results in 2000 include several unusual
items which have the net effect of a charge of $3 million ($0.00 per
share):
A credit of $61 million from the gain on sale of two Gas Service businesses
in Europe. The pretax gain of $82 million is included in Interest and other
income.
A charge of $25 million related primarily to the write down of certain
inventory and severance costs in the Semiconductor Solutions business line.
The pretax charge of $29 million is included in Cost of goods sold and
services.
A charge of $39 million consisting primarily of severance and asset write
downs related to the creation of the WesternGeco seismic joint venture. The
pretax charge of $55 million is included in Cost of goods sold and services
and a credit of $9 million is included in Minority interest.
The consolidated effective tax rate excluding these items was 23% in both
the fourth quarter and the total year.
The fourth quarter 1999 results from continuing operations include a charge
of $71 million ($0.13 per share-diluted), $77 million pretax.
The twelve months 1999 results from continuing operations include a net
charge of $129 million ($0.23 per share-diluted), $121 million pretax.
(4) The fourth quarter 1999 results from discontinued operations include a
charge of $50 million ($0.09 per share-diluted).
The twelve months 1999 results from discontinued operations include a
charge of $83 million ($0.15 per share-diluted).
(5) Including multiclient seismic data costs.
II-3
Condensed Balance Sheet
Year Ended 31 December
----------------------
2000 1999(/1/)
---- ---------
($ thousands)
ASSETS
Current Assets
Cash and short-term investments....................... $ 3,040,150 $ 4,389,837
Other current assets.................................. 4,453,061 3,871,592
----------- -----------
7,493,211 8,261,429
Long-term investments, held to maturity............... 1,547,132 726,496
Fixed assets.......................................... 4,394,514 3,560,740
Multiclient seismic data.............................. 975,775 311,520
Excess of investment over net assets of companies
purchased............................................ 1,575,710 1,333,681
Other assets.......................................... 1,186,389 887,326
----------- -----------
$17,172,731 $15,081,192
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities.............. $ 2,910,725 $ 2,282,884
Estimated liability for taxes on income............... 379,916 383,159
Bank loans and current portion of long-term debt...... 592,221 701,792
Dividend payable...................................... 108,043 106,653
----------- -----------
3,990,905 3,474,488
Long-term debt........................................ 3,573,047 3,183,174
Postretirement benefits............................... 476,380 451,466
Minority interest..................................... 605,313 32,428
Other liabilities..................................... 231,870 218,608
----------- -----------
8,877,515 7,360,164
Stockholders' Equity.................................. 8,295,216 7,721,028
----------- -----------
$17,172,731 $15,081,192
=========== ===========
- --------
(1)Reclassified, in part, for comparative purposes.
Business Review
Resource Management Test &
Oilfield Services Services Transactions(/2/)
------------------- ------------------- -------------------
2000 1999 % chg 2000 1999 % chg 2000 1999 % chg
------ ------ ----- ------ ------ ----- ------ ------ -----
(Stated in millions)
Fourth Quarter
Operating Revenue....... $2,012 $1,514 33% $ 290 $ 357 (19)% $ 401 $ 325 24%
Pretax Operating
Income(/1/)............ $ 331 $ 165 101% $ -- $ 11 --% $ 9 $ 9 7%
------ ------ ---- ------ ------ ----- ------ ------ -----
Twelve Months
Operating Revenue....... $7,033 $5,869 20% $1,241 $1,375 (10)% $1,409 $1,183 19%
Pretax Operating
Income(/1/)............ $ 997 $ 576 73% $ 15 $ 17 (14)% $ 26 $ 36 (29)%
------ ------ ---- ------ ------ ----- ------ ------ -----
- --------
(1) Pretax operating income represents income before taxes and minority
interest, excluding interest expense, interest income, and the first
quarter and fourth quarter 1999 and the fourth quarter 2000 net charges.
Pretax operating income for 1999 has been restated for comparative
purposes.
(2) Test & Transactions results include Schlumberger Omnes, formerly a joint
venture, which was 100% acquired during the third quarter 1999.
II-4
Oilfield Services
Oilfield Services operating revenue in the fourth quarter increased 33%
compared with the same quarter last year and, led by North America, all four
geographical Areas experienced double-digit growth. Revenue increased 11%
versus the third quarter, led by North America and Latin America. The
worldwide M-I rig count increased 25% year over year and 9% sequentially.
Pretax operating income in the fourth quarter grew 101% compared to the same
period last year and 20% sequentially. Increased activity, improved pricing
levels and productivity gains from the use of advanced technologies
contributed to the increased pretax operating income.
Highlights during the quarter included:
The transaction between Schlumberger and Baker Hughes to create the
seismic joint venture WesternGeco was closed. WesternGeco is comprised of
the seismic fleets, data processing assets, exclusive and non-exclusive
multiclient surveys, and other assets of Schlumberger Geco-Prakla and
Baker Hughes Western Geophysical. 70% of WesternGeco is owned by
Schlumberger and 30% by Baker Hughes companies.
IndigoPool.com, the Schlumberger e-business portal for trading oil and gas
assets and data, signed an agreement with the Louisiana Independent Oil
and Gas Association (LIOGA) under which 700 LIOGA member companies will be
able to promote their oil and gas properties in a secure environment on
the IndigoPool.com web site. Since its launch in January 2000,
IndigoPool.com has posted over $3 billion in assets, covering 70
countries, with 4,000 registered users and 500 listings.
Schlumberger and ABB signed a Memorandum of Understanding to form a
venture aimed at improving the economics of subsea oil and gas
development. The worldwide venture will offer new technology for deepwater
and offshore assets based on a risk-reward business model.
Schlumberger, Chevron and the Royal Dutch/Shell Group signed a Memorandum
of Understanding to create OpenSpirit Corp., a company that plans to offer
a standardized software infrastructure for the energy industry.
Development of the initial framework was funded by the OpenSpirit
Alliance, a collaboration of leading exploration and production companies
and software vendors. OpenSpirit Corp. will market, support and further
develop this vendor-neutral and platform-independent application
framework.
North America
In North America, fourth quarter revenue of $722 million increased 48%
compared with the same quarter last year and 15% sequentially. The M-I rig
count increased 28% year-over-year and 11% sequentially. Pretax operating
income of $144 million was 165% higher than the fourth quarter last year and
increased 34% sequentially. Compared to last year, Product Group revenue
increases were led by Reservoir Evaluation Wireline, WesternGeco, and
Reservoir Development. Sequentially, the US Land and Gulf Coast GeoMarkets
showed the strongest revenue growth.
Latin America
In Latin America, fourth quarter revenue of $341 million increased 32% year-
over-year and 14% sequentially. The M-I rig count increased 31% year-over-year
and 9% sequentially. Pretax operating income in the fourth quarter was $30
million versus a small loss in the same quarter last year. Sequentially,
pretax operating income was down 6% due to an early contract termination fee
and several other operating items in the fourth quarter, and high multiclient
seismic data sale margins in the previous quarter.
Year-over-year, revenue in all GeoMarkets showed strong double digit growth,
with the Peru/Colombia/Ecuador GeoMarket posting the largest increase
sequentially. Compared to the same quarter last year, all Product Groups
recorded strong double digit growth except WesternGeco which showed a modest
increase. Sequential revenue growth was led by Reservoir Evaluation Wireline
and WesternGeco.
Europe/CIS/West Africa
Fourth quarter revenue of $457 million in the Europe/CIS/West Africa Area
increased 39% compared with the same quarter last year and 8% sequentially.
The M-I rig count, excluding the CIS, was up 29% over the same period last
year and 7% sequentially. Pretax operating income of $77 million increased
185% year-over-year and 20% sequentially.
II-5
All GeoMarkets posted significant revenue growth year-over-year except the
Algeria/Tunisia/Morocco GeoMarket which saw more modest growth. Sequential
revenue growth was led by the West Africa GeoMarket.
Year-over-year, all Product Groups showed strong double digit revenue growth.
Sequentially, strong revenue growth increases were recorded by all Product
Groups except for Reservoir Evaluation Wireline which remained flat.
Other Eastern Hemisphere
Fourth quarter revenue of $436 million in the Other Eastern Hemisphere Area
increased 14% compared with the same quarter last year, and increased 7%
sequentially. The M-I rig count increased 10% year-over-year and 2%
sequentially. Pretax operating income of $78 million increased 2% compared
with last year and remained flat sequentially.
Compared to the same period last year, revenue growth was led by the Reservoir
Development, WesternGeco and Reservoir Evaluation Wireline Product Groups, and
by overall growth in activity in the Middle East. Sequential revenue increases
were led by Reservoir Development and Reservoir Evaluation Wireline, with
stronger overall activity increases in the Middle East.
Other Activities
CoilFRAC* stimulation utilizing innovative coiled tubing and fluid technology
has expanded the fracturing market to wells where conventional fracturing was
previously uneconomical. In Canada, CoilFRAC was used to perform multiple
fracturing jobs for 3 wells in one day saving the operator 2 weeks of
production time per well compared with conventional methods.
Significant new wireline OBMI* Oil-Base MicroImager technology was
successfully field tested in the Gulf of Mexico, Canada and West Africa. For
the first time microresistivity images can be acquired in oil based mud
enabling high resolution geological interpretation and fracture evaluation.
This new measurement represents a major advancement and has applications in
deepwater exploration environments.
In the fourth quarter the Schlumberger Reservoir Monitoring and Control Group
successfully completed its eleventh intelligent completion system
installation. Performance and reliability continue to be strong for all
installations to date with a total of 20 operating years and 100% uptime. This
includes the first all-electrical completion installation at Wytch Farm for
BP.
Resource Management Services
Resource Management Services (RMS) operating revenue decreased 19% compared
with the same quarter last year and decreased 5% sequentially. Both
comparisons include revenues from the acquisition of CellNet and a majority
stake in Convergent Group in North America. Part of the year-over-year and
sequential revenue decline is due to the fourth quarter divestiture of the Gas
Service businesses in Europe. Excluding the $141 million order in North
America last year, fourth quarter orders remained flat over the same period
last year. Breakeven pretax operating income represents a sequential
improvement.
In North America, fourth quarter revenue including CellNet and Convergent
Group increased 32% year-over-year and 7% sequentially. CellNet revenue growth
was fueled by strong communication module sales, automated meter reading fees
and the introduction of an improved Time of Use service. Higher CENTRON* and
Q1000* meter shipments accounted for the significant improvement in
electricity metering. Orders during the quarter, excluding the large order
last year in North America, increased 6% year-over-year and 7% sequentially
due mainly to Convergent Group activities in the fourth quarter of 2000.
In Europe, fourth quarter revenue, when adjusted for the divestiture of the
Gas Service businesses, showed a modest improvement sequentially, driven by
increases in South and Central Europe plus strong residential gas meter demand
in the United Kingdom. Orders in the fourth quarter decreased 6% year-over-
year (up 12% in national currencies) and increased 7% sequentially led by
strong demand for gas meters.
In Asia, revenue for the fourth quarter increased 33% year-over-year and
increased 11% sequentially driven by strong demand for electromechanical
electricity meters in China, India, Sri Lanka and Singapore. Orders increased
26% year-over-year and 81% sequentially due mainly to the electricity meter
demand in Asia.
II-6
In South America, fourth quarter revenue declined 5% both year-over-year and
sequentially due primarily to shortfalls in the northern part of the
continent. Orders in the quarter climbed 10% compared to the same period last
year due to increased activity in all businesses in Brazil.
Test & Transactions
Test & Transactions operating revenue in the fourth quarter increased 24%
compared with the same quarter last year and 14% sequentially. Orders rose 26%
compared with the same quarter last year and decreased 4% sequentially after
semiconductor companies announced delays of capital investments. In local
currency, operating revenue and orders increased 38% and 43% respectively
compared with the same quarter last year.
Increased profitability in both Cards and Network Solutions resulted in a Test
& Transactions pretax operating income increase of 7% year-over-year and a
three-fold increase sequentially.
In November, Test & Transactions acquired Data Marine Systems, a global
provider of telecommunications services for transmitting data from remote
locations. This acquisition will diversify the global network services
capabilities of Test & Transactions and expand the Network Solutions customer
base to over 100 companies in the oil and gas industry, health care,
pharmaceutical, mobile communications and public telecom industries.
Cards revenue increased 26% year-over-year and 14% sequentially. Mobilecom GSM
cards shipments to Asia more than doubled during the quarter and orders
increased 19% year-over-year on continued high bookings in Asia. Sequentially,
Cards experienced a seasonal decline in orders of 15% in comparison with high
third quarter bookings. Among the achievements in the fourth quarter,
Schlumberger won a major US contract for a security-based smart card project
using Cyberflex* Java TM cards for controlled access to the customer's data
networks and facilities. At Cartes 2000, the largest smart cards industry
forum, a Schlumberger electronic mobile payment system received the
prestigious Sesame Award for the Best Banking-Financial Application category.
The Data Marine Systems acquisition and significantly higher network services
activity in most regions contributed to Network Solutions revenue increases of
48% year-over-year and 27% sequentially. Orders climbed 84% year-over-year and
32% sequentially. During the quarter, Network Solutions won and commenced
network management and desktop support contracts for five major customers of
Oilfield Services. In addition, Network Solutions signed a contract to provide
technical consulting services for smart card-based network and physical access
security to a pharmaceutical company with worldwide operations.
eTransactions Solutions revenue decreased 14% year-over-year and increased 16%
sequentially. eTransactions Solutions experienced manufacturing delays in e-
payment cards and terminals resulting from semiconductor shortages as well as
a slowdown in Pay & Display* parking meter shipments as European customers
postponed deliveries to await new euro-compatible products. Orders rose 39%
compared with the same quarter last year and 32% sequentially, and backlog
grew by 64% on higher terminals and systems bookings for the e-City and e-
Payment businesses.
Also during the quarter, Schlumberger signed contracts to provide solutions to
optimize the urban transport resources of the French towns of Rennes, Rouen,
Orleans, Caen and Grenoble.
Semiconductor Solutions revenue increased 19% year-over-year and rose 6%
versus the previous quarter as activity increased in Logic/SOC (system-on-a-
chip) Systems, Probe Systems and Customer Service businesses. The strongest
contribution came from higher sales of new EXA3000* mixed-signal testers,
ITS9000KX* high-end logic testers and IDSP3X* probe systems, mainly in North
America and Europe. Orders decreased 20% sequentially and 10% year over year,
due to reduced sales of verification and telecom systems and to the
cancellation of remaining Rambus TM memory-test systems orders.
II-7
Change in Liquidity
Liquidity represents cash plus short-term and long-term investments less debt.
A summary of the major components of the change in liquidity follows:
2000 1999(/1/)
Twelve Months ---- ---------
($ millions)
Funds provided by:
Net income from continuing operations...................... $ 735 $ 329
Gain on sale of businesses................................. (61) --
First and fourth quarter 1999 charges...................... -- 129
Depreciation and amortization(/2/)......................... 1,271 1,150
Employee stock option plan................................. 160 103
Employee stock purchase plan............................... 69 71
Exercise of stock warrants................................. -- 450
Sale of businesses......................................... 155 --
Sale of financial instruments.............................. -- 204
Funds used for:
Capital expenditures(/2/).................................. (1,546) (1,019)
Businesses acquired:
Western Geophysical...................................... (500) --
Convergent Group......................................... (263) --
CellNet.................................................. (209) --
Others................................................... (103) (135)
Drilling fluids joint venture.............................. -- (325)
Dividends paid............................................. (426) (410)
Working capital and other.................................. (91) 5
Discontinued operations, net............................... -- (52)
------ ------
Change in liquidity (809) 500
Liquidity, beginning of period 1,231 731
------ ------
Liquidity, end of period $ 422 $1,231
------ ------
- --------
(/1/) Reclassified, in part, for comparative purposes.
(/2/) Including multiclient seismic data costs."
II-8
Part B: Audited Financial Information for the three years ended 31 December
1999
Introduction
The financial information contained in this Part B of Appendix II is extracted
without material adjustment from the audited consolidated accounts of
Schlumberger for the three years ended 31 December 1999.
Schlumberger N.V. and subsidiary companies Consolidated Statement of Income
Year Ended December 31,
----------------------------------
1999 1998 1997
---------- ----------- -----------
(Stated in thousands except per
share amounts)
Revenue
Operating................................ $8,394,947 $10,725,030 $10,652,097
Interest and other income................ 356,758 173,006 103,092
---------- ----------- -----------
8,751,705 10,898,036 10,755,189
---------- ----------- -----------
Expenses
Cost of goods sold and services.......... 6,748,839 8,414,383 7,847,796
Research & engineering................... 522,240 556,882 509,562
Marketing................................ 433,871 467,592 433,911
General.................................. 383,695 427,775 412,614
Interest................................. 192,954 137,211 75,677
---------- ----------- -----------
8,281,599 10,003,843 9,279,560
---------- ----------- -----------
Income before taxes........................ 470,106 894,193 1,475,629
Taxes on income.......................... 140,772 276,231 388,401
---------- ----------- -----------
Income from Continuing operations.......... 329,334 617,962 1,087,228
Discontinued operations, net of tax........ 37,360 396,237 297,321
---------- ----------- -----------
Net Income................................. $ 366,694 $ 1,014,199 $ 1,384,549
========== =========== ===========
Basic earnings per share:
Continuing operations.................... $ 0.60 $ 1.14 $ 2.02
Discontinued operations.................. 0.07 0.72 0.55
---------- ----------- -----------
Net Income............................... $ 0.67 $ 1.86 $ 2.57
========== =========== ===========
Diluted earnings per share:
Continuing operations.................... $ 0.58 $ 1.10 $ 1.94
Discontinued operations.................. 0.07 0.71 0.53
---------- ----------- -----------
Net Income............................... $ 0.65 $ 1.81 $ 2.47
========== =========== ===========
Average shares outstanding................. 548,680 544,338 539,330
Average shares outstanding assuming
dilution.................................. 563,789 561,855 559,653
See the Notes to Consolidated Financial Statements
Schlumberger N.V. (Schlumberger N.V., Incorporated in the Netherlands
Antilles) and Subsidiary Companies.
II-9
Schlumberger N.V. and subsidiary companies Consolidated Balance Sheet
December 31,
------------------------
1999 1998
----------- -----------
(Stated in thousands)
ASSETS
------
Current Assets
Cash and short-term investments.................... $ 4,389,837 $ 3,956,694
Receivables less allowance for doubtful accounts
(1999--$89,030; 1998--$89,556).................... 2,429,842 2,968,070
Inventories........................................ 1,268,500 1,333,131
Deferred taxes on income........................... 259,257 295,974
Other current assets............................... 258,532 251,355
----------- -----------
8,605,968 8,805,224
Investments in Affiliated Companies.................. 535,434 84,844
Long-term Investments, held to maturity.............. 726,496 855,172
Fixed Assets less accumulated depreciation........... 3,560,740 4,694,465
Excess of Investment Over Net Assets of Companies
Purchased less amortization......................... 1,333,681 1,302,678
Deferred Taxes on Income............................. 209,597 202,630
Other Assets......................................... 109,276 132,916
----------- -----------
$15,081,192 $16,077,929
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accounts payable and accrued liabilities........... $ 2,282,884 $ 2,539,954
Estimated liability for taxes on income............ 383,159 480,123
Bank loans......................................... 444,221 708,978
Dividend payable................................... 106,653 102,891
Long-term debt due within one year................. 257,571 86,722
----------- -----------
3,474,488 3,918,668
Long-term Debt....................................... 3,183,174 3,285,444
Postretirement Benefits.............................. 451,466 432,791
Other Liabilities.................................... 251,036 321,951
----------- -----------
7,360,164 7,958,854
----------- -----------
Stockholders' Equity
Common stock....................................... 1,820,186 1,539,408
Income retained for use in the business............ 7,916,612 8,882,455
Treasury stock at cost............................. (1,878,612) (2,221,308)
Translation adjustment............................. (137,158) (81,480)
----------- -----------
7,721,028 8,119,075
----------- -----------
$15,081,192 $16,077,929
=========== ===========
See the Notes to Consolidated Financial Statements
Schlumberger N.V. (Schlumberger N.V., Incorporated in the Netherlands Antilles)
and Subsidiary Companies.
II-10
Schlumberger N.V. and subsidiary companies Consolidated Statement of Cash Flows
Year Ended December 31,
-------------------------------------
1999 1998 1997
----------- ----------- -----------
(Stated in thousands)
Cash flows from operating activities:
Net income............................ $ 366,694 $ 1,014,199 $ 1,384,549
Adjustments to reconcile net income to
net cash provided by operating
activities:
Discontinued operations............. 213,676 136,206 110,780
Depreciation and amortization....... 1,020,862 1,011,582 924,223
Earnings of companies carried at
equity, less dividends received
(1999--$3,401; 1998--$4,996; 1997--
$4,934)............................ (13,904) (9,576) (1,270)
Provision for losses on accounts
receivable........................... 37,943 36,861 27,871
Charges............................... 128,508 368,499 --
Other adjustments..................... -- (58) (2,278)
Change in operating assets and
liabilities:
Decrease (increase) in receivables.. 265,588 (20,507) (647,470)
Increase in inventories............. (43,635) (122,622) (220,813)
(Increase) decrease in deferred
taxes.............................. (21,672) (75,959) 32,140
(Decrease) increase in accounts
payable and accrued liabilities.... (181,731) (72,940) 175,664
(Decrease) increase in estimated
liability for taxes on income...... (69,338) 79,677 51,215
Other--net.......................... (182,426) (116,784) 25,916
----------- ----------- -----------
Net cash provided by operating
activities............................. 1,520,565 2,228,578 1,860,527
----------- ----------- -----------
Cash flows from investing activities:
Purchases of fixed assets............. (792,001) (1,462,620) (1,404,323)
Sales/retirements of fixed assets &
other................................ 68,005 111,262 97,390
Drilling fluids joint venture......... (325,000) -- --
(Purchase) sale of other businesses... (135,338) 61,662 (28,233)
Increase in investments............... (295,075) (2,292,163) (867,894)
Sale of financial instruments......... 203,572 -- --
(Increase) decrease in other assets... (43,166) 4,660 19,453
Discontinued operations............... (291,953) (424,749) (13,411)
----------- ----------- -----------
Net cash used in investing activities... (1,610,956) (4,001,948) (2,197,018)
----------- ----------- -----------
Cash flows from financing activities:
Dividends paid........................ (410,494) (388,379) (377,636)
Proceeds from employee stock purchase
plan................................. 70,765 70,461 50,055
Proceeds from exercise of stock
options.............................. 103,084 68,780 97,899
Exercise of stock warrants............ 449,625 -- --
Proceeds from issuance of long-term
debt................................. 1,062,935 2,909,156 925,579
Payments of principal on long-term
debt................................. (916,242) (863,966) (419,962)
Net (decrease) increase in short-term
debt................................. (242,014) (64,756) 50,831
----------- ----------- -----------
Net cash provided by financing
activities............................. 117,659 1,731,296 326,766
----------- ----------- -----------
Net increase (decrease) in cash......... 27,268 (42,074) (9,725)
Cash, beginning of year................. 105,321 147,395 157,120
----------- ----------- -----------
Cash, end of year....................... $ 132,589 $ 105,321 $ 147,395
=========== =========== ===========
See the Notes to Consolidated Financial Statements
Schlumberger N.V. (Schlumberger N.V., Incorporated in the Netherlands Antilles)
and Subsidiary Companies.
II-11
Schlumberger N.V. and subsidiary companies Consolidated Statement of
Stockholders' Equity
Common Stock
---------------------------------------------- Income
Issued In Treasury Retained for
---------------------- ----------------------- Translation Use in the Comprehensive
Shares Amount Shares Amount Adjustment Business Income
----------- ---------- ----------- ---------- ----------- ------------ -------------
(Dollar amounts in thousands)
Balance, January 1,
1997................... 661,842,453 $1,307,717 124,661,624 $2,315,946 $ (25,626) $7,255,108 $ 925,243
==========
Translation adjustment.. (37,706) $ (37,706)
Sales to optionees less
shares exchanged....... 395,950 37,316 (3,323,223) (61,743)
Employee stock purchase
plan................... 1,399,623 50,055
Net income.............. 1,384,549 1,384,549
IVS acquisition......... 16,324 (238,812) (4,438)
Tax benefit on stock
options................ 16,600
Change in subsidiary
year end............... 612 4,560
Dividends declared
($0.75 per share)...... (378,575)
----------- ---------- ----------- ---------- --------- ---------- ----------
Balance, December 31,
1997................... 663,638,026 1,428,624 121,099,589 2,249,765 (63,332) 8,265,642 $1,346,843
==========
Translation adjustment.. (18,148) (18,148)
Sales to optionees less
shares exchanged....... 796,992 40,323 (1,531,607) (28,457)
Employee stock purchase
plan................... 1,266,840 70,461
Net income.............. 1,014,199 1,014,199
Dividends declared
($0.75 per share)...... (397,386)
----------- ---------- ----------- ---------- --------- ---------- ----------
Balance, December 31,
1998................... 665,701,858 1,539,408 119,567,982 2,221,308 (81,480) 8,882,455 $ 996,051
==========
Translation adjustment.. (55,678) (55,678)
Sales to optionees less
shares exchanged....... 28,100 41,931 (3,291,288) (61,153)
Employee stock purchase
plan................... 1,324,848 70,765
Net income.............. 366,694 366,694
Dividends declared
($0.75 per share)...... (414,210)
Sedco Forex spin-off.... (918,327)
Exercise of stock
warrants............... 168,082 (15,153,018) (281,543)
----------- ---------- ----------- ---------- --------- ---------- ----------
Balance, December 31,
1999................... 667,054,806 $1,820,186 101,123,676 $1,878,612 $(137,158) $7,916,612 $ 311,016
=========== ========== =========== ========== ========= ========== ==========
See Notes to Consolidated Financial Statements
Schlumberger N.V. (Schlumberger N.V., Incorporated in the Netherlands Antilles)
and Subsidiary Companies.
II-12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Summary of Accounting Policies
The Consolidated Financial Statements of Schlumberger N.V. and its
subsidiaries have been prepared in accordance with accounting principles
generally accepted in the United States.
Discontinued Operations
On December 31, 1999, Schlumberger completed the spin-off of its offshore
contract drilling business, Sedco Forex, to its stockholders and the
subsequent merger of Sedco Forex and Transocean Offshore Inc., which changed
its name to Transocean Sedco Forex Inc. following the merger. The results for
the Sedco Forex operations spun off by Schlumberger are reported as
Discontinued Operations for all periods presented in the Consolidated
Statement of Income.
Principles Of Consolidation
The Consolidated Financial Statements include the accounts of majority-owned
subsidiaries. Significant 20%-50% owned companies are carried on the equity
method and classified in Investments in Affiliated Companies. The pro rata
share of Schlumberger after-tax earnings is included in Interest and other
income. Equity in undistributed earnings of all 50%-owned companies on
December 31, 1999 was not material.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
While actual results could differ from these estimates, management believes
that the estimates are reasonable.
Revenue Recognition
Generally, revenue is recognized after services are rendered or products are
shipped.
Translation of Non-US Currencies
Oilfield Services' functional currency is primarily the US dollar. Resource
Management Services' and Test & Transactions' functional currencies are
primarily local currencies. All assets and liabilities recorded in functional
currencies other than US dollars are translated at current exchange rates. The
resulting adjustments are charged or credited directly to the Stockholders'
Equity section of the Consolidated Balance Sheet. Revenue and expenses are
translated at the weighted-average exchange rates for the period. All realized
and unrealized transaction gains and losses are included in income in the
period in which they occur. Schlumberger policy is to hedge against unrealized
gains and losses on a monthly basis. Included in the 1999 results were
transaction losses of $12 million, compared with losses of $6 million and $10
million in 1998 and 1997, respectively.
Currency exchange contracts are entered into as a hedge against the effect of
future settlement of assets and liabilities denominated in other than the
functional currency of the individual businesses. Gains or losses on the
contracts are recognized when the currency exchange rates fluctuate, and the
resulting charge or credit partially offsets the unrealized currency gains or
losses on those assets and liabilities. On December 31, 1999, contracts and
options were outstanding for the US dollar equivalent of $110 million in
various foreign currencies. These contracts mature on various dates in 2000
and 2001.
Investments
Both short-term and long-term investments held to maturity are stated at cost
plus accrued interest, which approximates market, and comprise primarily
eurodollar time deposits, certificates of deposit and commercial paper,
euronotes and eurobonds, substantially all denominated in US dollars.
Substantially all the investments designated as held to maturity that were
purchased and sold during the year had original maturities of less than three
months. Short-term investments that are designated as trading are stated at
market. The unrealized gains/losses on such securities on December 31, 1999
were not significant.
II-13
For purposes of the Consolidated Statement of Cash Flows, Schlumberger does
not consider short-term investments to be cash equivalents as they generally
have original maturities in excess of three months. Short-term investments on
December 31, 1999 and 1998 were $4.26 billion and $3.85 billion, respectively.
Inventories
Inventories are stated principally at average cost or at market, if lower.
Inventory consists of materials, supplies, finished goods and nonexclusive
proprietary seismic surveys.
Excess of Investment Over Net Assets of Companies Purchased
Cost in excess of net assets of purchased companies (goodwill) is amortized on
a straight-line basis over 5 to 40 years. Accumulated amortization was $516
million and $434 million on December 31, 1999 and 1998, respectively. Of the
goodwill on December 31, 1999, 40% is being amortized over 40 years, 11% is
being amortized over 28 years, 23% is being amortized over 25 years and 26% is
being amortized over periods of up to 25 years.
Fixed Assets and Depreciation
Fixed assets are stated at cost less accumulated depreciation, which is
provided for by charges to income over the estimated useful lives of the
assets using the straight-line method. Fixed assets include the manufacturing
cost (average cost) of oilfield technical equipment manufactured by
subsidiaries of Schlumberger. Expenditures for renewals, replacements and
improvements are capitalized. Maintenance and repairs are charged to operating
expenses as incurred. Upon sale or other disposition, the applicable amounts
of asset cost and accumulated depreciation are removed from the accounts and
the net amount, less proceeds from disposal, is charged or credited to income.
Capitalized Interest
Schlumberger capitalizes interest expense during the new construction or
upgrade of qualifying assets. Interest expense capitalized in 1999 and 1998
was $5 million and $7 million, respectively. No interest expense was
capitalized in 1997.
Impairment of Long-Lived Assets
Schlumberger reviews the carrying value of its long-lived assets, including
goodwill, whenever events or changes in circumstances indicate that the
historical cost-carrying value of an asset may no longer be appropriate.
Schlumberger assesses recoverability of the carrying value of the asset by
estimating the future net cash flows expected to result from the asset,
including eventual disposition. If the future net cash flows are less than the
carrying value of the asset, an impairment loss is recorded equal to the
difference between the asset's carrying value and fair value.
Taxes on Income
Schlumberger and its subsidiaries compute taxes on income in accordance with
the tax rules and regulations of the many taxing authorities where the income
is earned. The income tax rates imposed by these taxing authorities vary
substantially. Taxable income may differ from pretax income for financial
accounting purposes. To the extent that differences are due to revenue or
expense items reported in one period for tax purposes and in another period
for financial accounting purposes, an appropriate provision for deferred
income taxes is made.
Approximately $3.2 billion of consolidated income retained for use in the
business on December 31, 1999 represented undistributed earnings of
consolidated subsidiaries and the pro rata Schlumberger share of 20%-50% owned
companies. No provision is made for deferred income taxes on those earnings
considered to be indefinitely reinvested or earnings that would not be taxed
when remitted.
Tax credits and other allowances are credited to current income tax expense
using the flow-through method of accounting.
II-14
Earnings per Share
Basic earnings per share is calculated by dividing net income by the average
number of common shares outstanding during the year. Diluted earnings per
share is calculated by dividing net income by the average number of common
shares outstanding assuming dilution, the calculation of which assumes that
all stock options and warrants which are in the money are exercised at the
beginning of the period and the proceeds used, by Schlumberger, to purchase
shares at the average market price for the period. The following is a
reconciliation from basic earnings per share to diluted earnings per share
from continuing operations for each of the last three years:
Income
from Average
Continuing Shares Earnings
Operations Outstanding Per Share
---------- ----------- ---------
(Stated in thousands except per
share amounts)
1999
Basic................................... $ 329,334 548,680 $0.60
Effect of dilution:
Options............................... 7,916
Warrants.............................. 7,193
---------- -------
Diluted................................. $ 329,334 563,789 $0.58
========== ======= =====
1998
Basic................................... $ 617,962 544,338 $1.14
Effect of dilution:
Options............................... 9,723
Warrants.............................. 7,794
---------- -------
Diluted................................. $ 617,962 561,855 $1.10
========== ======= =====
1997
Basic................................... $1,087,228 539,330 $2.02
Effect of dilution:
Options............................... 12,185
Warrants.............................. 8,138
---------- -------
Diluted................................. $1,087,228 559,653 $1.94
========== ======= =====
Research & Engineering
All research and engineering expenditures are expensed as incurred, including
costs relating to patents or rights that may result from such expenditures.
1999 and 1998 Charges--Continuing Operations
Schlumberger recorded the following charges in continuing operations in 1999
and 1998:
In December 1999, a pre-tax charge of $77 million ($71 million after tax,
$0.13 per share--diluted), classified in Cost of goods sold and services,
consisting primarily of the following:
. A charge of $31 million ($26 million after tax) including $23 million
of asset impairments and $8 million of severance costs related to
reductions in the marine seismic fleet due to depressed market
conditions.
. A charge of $38 million ($37 million after tax) including $33 million
of asset impairments and $5 million of severance costs related to the
restructuring of its land drilling activity following the spin-off of
its offshore drilling business to stockholders.
In March 1999, a pretax charge of $147 million partially offset by a pretax
gain of $103 million (net--$58 million after tax, $0.10 per share--diluted),
consisting of the following:
. A charge of $118 million ($118 million after tax) related to the
downsizing of its global Oilfield Services activities, including $108
million of severance costs and $10 million for asset impairments.
II-15
. A charge of $29 million ($20 million after tax) related to RMS and
Test & Transactions, consisting principally of $16 million of
severance costs at several RMS facilities resulting from a downturn
in business and $5 million of asset write-downs.
. A credit of $103 million ($80 million after tax) from the gain on the
sale of financial instruments received in connection with the 1998
sale of RPS.
The pretax gain on the sale of financial instruments is included in Interest &
other income. The pretax charge of $147 million is classified in Cost of goods
sold and services.
In September 1998, a pretax charge of $432 million ($368 million after tax,
$0.65 per share--diluted), classified in Cost of goods sold and services,
consisting primarily of the following:
. A charge of $314 million ($257 million after tax) related to Oilfield
Services, including severance costs of $69 million; facility closure
costs of $61 million; operating assets write-offs of $137 million;
and $43 million of customer receivable reserves where collection was
considered doubtful due to the customers' financial condition and/or
country risk. This charge was due to the reduction in business
activity.
. A charge of $48 million ($63 million after tax) for merger-related
costs in connection with the acquisition of Camco.
. A charge of $61 million ($43 million after tax) related to RMS and
Test & Transactions, consisting primarily of $21 million of severance
and $40 million of environmental costs resulting from a reassessment
of ongoing future monitoring and maintenance requirements at
locations no longer in operation.
Severance costs included in the September 1998 charge (6200 people; $90
million) and the March 1999 charge (4700 people; $124 million) have been paid.
The actual number of employees terminated was slightly higher than originally
planned; however, this had no material impact on the actual severance costs
paid as compared with the amount originally accrued. The December 1999 charge
included severance costs of $13 million (300 people), of which $5 million had
been paid at December 31, 1999.
The $61 million of facility closure costs accrued in 1998 have substantially
been paid in accordance with the original plan.
Discontinued Operations
On December 31, 1999, Schlumberger completed the spin-off of its offshore
contract drilling business, Sedco Forex, to its stockholders and the
subsequent merger of Sedco Forex and Transocean Offshore Inc., which changed
its name to Transocean Sedco Forex Inc. following the merger. The spin-off was
approved by stockholders on December 10, 1999.
Upon completion of the merger, Schlumberger stockholders held approximately
52% of the ordinary shares of Transocean Sedco Forex Inc., and Transocean
Offshore Inc. shareholders held the remaining 48%. Schlumberger retained no
ownership in the combined company.
In the spin-off, Schlumberger stockholders received one share of Sedco Forex
for each share of Schlumberger owned on the record date of December 20, 1999.
In the merger, each Sedco Forex share was exchanged for 0.1936 ordinary share
of Transocean Sedco Forex Inc. Stockholders received cash in lieu of
fractional shares.
Results for the Sedco Forex operations spun off by Schlumberger for this
transaction are reported as discontinued operations for all periods presented
in the Consolidated Statement of Income.
Discontinued Operations on the Consolidated Statement of Income includes the
operating results of the spun-off Sedco Forex business and the following
charges:
. In December 1999, an after-tax charge of $50 million ($0.09 per
share--diluted) for costs directly associated with the spin-off.
. In March 1999, an after-tax charge of $33 million ($0.06 per share--
diluted) for severance costs ($13 million) and legal claims.
II-16
. In September 1998, an after-tax charge of $12 million ($0.02 per
share--diluted) for severance costs.
As a result of the spin-off, Schlumberger Income Retained for Use in the
Business was reduced by $918 million representing the spun-off net assets of
Sedco Forex ($1.23 billion) less payments received in settlement of
intercompany balances between Schlumberger and Sedco Forex ($313 million). The
net assets spun off included $1.3 billion of fixed assets.
Pursuant to Accounting Principles Board Opinion (APB) No. 30, Reporting the
Results of Operations--Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions, the revenue and expenses of Sedco Forex have been excluded from
the respective captions in the Consolidated Statement of Income. The net
operating results of Sedco Forex have been reported, net of applicable income
taxes, as Discontinued Operations.
Summarized financial information for the discontinued operations, is as
follows:
1999 1998 1997
---- ------ ----
(Stated in
millions)
Operating revenue......................................... $648 $1,091 $891
Income before taxes....................................... $ 29 $ 428 $329
Income after taxes........................................ $ 37 $ 396 $297
==== ====== ====
Acquisitions
During 1999, subsidiaries of Schlumberger acquired Merak, a market leader in
petroleum software solutions; Secure Oil Tools, a leader in multilateral
completions; and substantially all of the assets of Panther Software
Corporation, a provider of hardware and software products and services for
managing large volumes of seismic data. These acquisitions were accounted for
using the purchase method of accounting. Costs in excess of net assets
acquired were $106 million which are being amortized on a straight-line basis
over 7 to 20 years.
In the third quarter of 1999, the Omnes joint venture, created in 1995 between
Schlumberger and Cable & Wireless, was restructured into two separate business
units. Under the agreement, equal ownership and access to products, technology
and intellectual property was given to both parent companies. Schlumberger
retained ownership of the Omnes name. Omnes is now a fully operational company
within Test & Transactions.
On August 31, 1998, the merger of Schlumberger Technology Corporation, a
wholly owned subsidiary of Schlumberger, and Camco International Inc. was
completed. Under the terms of the merger agreement, approximately 38.2 million
shares of Camco common stock were exchanged for 45.1 million shares of
Schlumberger common stock at the exchange rate of 1.18 shares of Schlumberger
stock for each share of Camco. Based on the Schlumberger average price of $47
7/8 on August 28, the transaction was valued at $2.2 billion. The business
combination was accounted for using the pooling-of-interests method of
accounting.
During 1997, subsidiaries of Schlumberger acquired Interactive Video Systems,
Inc., a metrology solutions provider for the front-end semiconductor
fabrication equipment market, and S.A. Holditch and Associates, Inc., a
petroleum and geoscience consulting services company. These acquisitions were
accounted for using the purchase method of accounting. Costs in excess of net
assets acquired were $38 million which are being amortized on a straight-line
basis over periods of 5 and 15 years, respectively.
Investments in Affiliated Companies
In the third quarter of 1999, Schlumberger and Smith International Inc.
entered into an agreement whereby their drilling fluids operations were
combined to form a joint venture. Under the terms of the agreement,
Schlumberger contributed its non-US drilling fluids business and a total of
$325 million to the joint venture. Schlumberger owns a 40% interest in the
joint venture and records income using the equity method of accounting. The
total investment on December 31, 1999 was $414 million. The equity income for
1999 is not material.
II-17
Investments
The Consolidated Balance Sheet reflects the Schlumberger investment portfolio
separated between current and long term, based on maturity. Except for $130
million of investments which are considered trading on December 31, 1999 ($125
million in 1998), it is the intent of Schlumberger to hold the investments
until maturity.
Long-term investments mature as follows: $133 million in 2001, $358 million in
2002 and $235 million thereafter.
On December 31, 1999, there were no interest rate swap arrangements
outstanding related to investments. Interest rate swap arrangements had no
material effect on consolidated interest income.
Fixed Assets
A summary of fixed assets follows:
December 31,
--------------------
1999 1998
--------------------
(Stated in millions)
Land................................................. $ 68 $ 78
Buildings & Improvements............................. 1,086 1,108
Machinery & Equipment................................ 8,485 10,472
--------- ----------
Total cost........................................... 9,639 11,658
Less accumulated depreciation........................ 6,078 6,964
--------- ----------
$ 3,561 $ 4,694
========= ==========
The decreases in cost and accumulated depreciation reflect the assets of the
Sedco Forex offshore contract drilling business, which was spun off on
December 30, 1999 (see Discontinued Operations on page 36).
The estimated useful lives of Buildings & Improvements are primarily 30 to 40
years. For Machinery & Equipment, 13% is being depreciated over 16 to 25
years, 14% over 10 to 15 years and 73% over 2 to 9 years.
Long-term Debt
A summary of long-term debt by currency follows:
December 31,
---------------------
1999 1998
---------- ----------
(Stated in millions)
US dollar............................................ $ 2,369 $ 2,284
Euro................................................. 335 --
Japanese yen......................................... 146 125
Canadian dollar...................................... 105 80
Italian lira......................................... 76 91
UK pound............................................. 20 270
French franc......................................... -- 201
German mark.......................................... -- 160
Other................................................ 132 74
---------- ----------
$ 3,183 $ 3,285
========== ==========
The majority of the long-term debt is at variable interest rates; the
weighted-average interest rate of the debt outstanding on December 31, 1999
was 5.9%. Such rates are reset every six months or sooner. The carrying value
of long-term debt on December 31, 1999 approximates the aggregate fair market
value.
Long-term debt on December 31, 1999 is due as follows: $92 million in 2001,
$57 million in 2002, $2,322 million in 2003, $424 million in 2004 and $288
million thereafter.
II-18
On December 31, 1999, interest rate swap arrangements outstanding were: pay
fixed/receive floating on US dollar debt of $600 million; pay floating/receive
fixed on US dollar debt of $214 million; pay fixed/receive floating on
Japanese yen debt of $107 million. Also outstanding on December 31, 1999 was a
hedge in the notional amount of $76 million against the US 10-year Treasury
Note interest rate. These arrangements mature at various dates to August 2008.
Interest rate swap arrangements had no material effect on consolidated
interest expense in 1999 and no impact in 1998. The likelihood of
nonperformance by the other parties to the arrangements is considered to be
remote.
Lines of Credit
On December 31, 1999, the principal US subsidiary of Schlumberger had an
available unused Revolving Credit Agreement with a syndicate of banks. The
Agreement provided that the subsidiary may borrow up to $1 billion until
August 2003 at money market-based rates (6.1% on December 31, 1999) of which
$375 million was outstanding on December 31, 1999; on December 31, 1998, there
was no outstanding amount. In addition, on December 31, 1999 and 1998,
Schlumberger and its subsidiaries also had available unused lines of credit of
approximately $793 million and $630 million, respectively. Commitment and
facility fees are not material.
Capital Stock
Schlumberger is authorized to issue 1,000,000,000 shares of common stock, par
value $0.01 per share, of which 565,931,130 and 546,133,876 shares were
outstanding on December 31, 1999 and 1998, respectively. Schlumberger is also
authorized to issue 200,000,000 shares of cumulative preferred stock, par
value $0.01 per share, which may be issued in series with terms and conditions
determined by the Board of Directors. No shares of preferred stock have been
issued. Holders of common stock and preferred stock are entitled to one vote
for each share of stock held.
In January 1993, Schlumberger acquired the remaining 50% interest in the
Dowell Schlumberger group of companies. The purchase price included a warrant,
expiring in 7.5 years and valued at $100 million, to purchase 15,153,018
shares of Schlumberger common stock at an exercise price of $29.672 per share.
The warrant was exercised by Dow Chemical on December 16, 1999.
Stock Compensation Plans
As of December 31, 1999, Schlumberger had two types of stock-based
compensation plans, which are described below. Schlumberger applies APB
Opinion 25 and related Interpretations in accounting for its plans.
Accordingly, no compensation cost has been recognized for its stock option
plans and its stock purchase plan. Had compensation cost for the stock-based
Schlumberger plans been determined based on the fair value at the grant dates
for awards under those plans, consistent with the method of SFAS 123,
Schlumberger net income and earnings per share would have been the pro forma
amounts indicated below:
1999 1998 1997
----- ------ ------
(Stated in millions
except per share
amounts)
Net income
As reported......................................... $367 $1,014 $1,385
Pro forma........................................... $260 $ 882 $1,315
Basic earnings per share
As reported......................................... $0.67 $ 1.86 $ 2.57
Pro forma........................................... $0.47 $ 1.62 $ 2.44
Diluted earnings per share
As reported......................................... $0.65 $ 1.81 $ 2.47
Pro forma........................................... $0.46 $ 1.57 $ 2.35
Stock Option Plans
During 1999, 1998, 1997 and in prior years, officers and key employees were
granted stock options under Schlumberger stock option plans. For all of the
stock options granted, the exercise price of each option equals the market
price of Schlumberger stock on the date of grant; an option's maximum term is
ten years, and options generally vest in 20% increments over five years.
II-19
As required by SFAS 123, the fair value of each grant is estimated on the date
of grant using the multiple option Black-Scholes option-pricing model with the
following weighted-average assumptions used for 1999, 1998 and 1997: Dividend
of $0.75; expected volatility of 25%-29% for 1999 grants, 21%-25% for 1998
grants and 21% for 1997 grants; risk-free interest rates for the 1999 grants
of 4.92%-5.29% for officers and 4.80%-6.25% for the 1999 grants to all other
employees; risk-free interest rates for the 1998 grant to officers of 5.59%-
5.68% and 4.35%-5.62% for the 1998 grants to all other employees; risk-free
interest rates for 1997 grants of 6.19% for officers and 5.80%-6.77% for all
other employees; and expected option lives of 7.14 years for officers and 5.28
years for other employees for 1999 grants, 6.98 years for officers and 5.02
years for other employees for 1998 grants and 7.27 years for officers and 5.09
years for other employees for 1997 grants.
A summary of the status of the Schlumberger stock option plans as of December
31, 1999, 1998 and 1997 and changes during the years ending on those dates is
presented below:
1999(1) 1998(1) 1997(1)
--------------------- --------------------- ---------------------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
Fixed Options Shares Price Shares Price Shares Price
- ------------- ---------- --------- ---------- --------- ---------- ---------
Outstanding at beginning
of year................ 30,310,579 $42.50 31,542,758 $39.81 28,904,607 $28.57
Granted................. 6,012,168 $54.04 2,027,812 $62.57 7,497,432 $73.09
Exercised............... (3,634,790) $28.68 (2,527,380) $24.15 (4,238,496) $24.77
Forfeited............... (1,074,033) $52.50 (732,611) $47.61 (620,785) $32.55
---------- ---------- ----------
Outstanding at year-
end.................... 31,613,924 $37.91 30,310,579 $42.50 31,542,758 $39.81
========== ========== ==========
Options exercisable at
year-end............... 16,396,821 15,914,440 12,754,955
Weighted-average fair
value of options
granted during the
year................... $17.72 $22.24 $23.02
- --------
(1) Shares and exercise price have been restated to reflect adjustments made
as a result of the spin-off of Sedco Forex, in accordance with EITF Issue
90-9, "Changes to Fixed Employee Stock Option Plans as Result of Equity
Restructuring."
The following table summarizes information concerning currently outstanding
and exercisable options by three ranges of exercise prices at December 31,
1999:
Options Outstanding Options Exercisable
------------------------------- -----------------------------
Number Weighted-average Weighted- Number Weighted-
Range of outstanding remaining average exercisable average
exercise prices as of 12/31/99 contractual life exercise price as of 12/31/99 exercise price
- --------------- -------------- ---------------- -------------- -------------- --------------
$ 3.831-
$30.710 12,692,062 4.21 $27.403 10,985,705 $27.061
$30.795-
$55.619 12,062,599 7.87 $46.746 3,262,756 $39.519
$55.875-
$82.348 6,859,263 7.94 $78.828 2,148,360 $84.037
---------- ----------
31,613,924 6.42 $45.942 16,396,821 $37.005
========== ==========
Employee Stock Purchase Plan
Under the Schlumberger Discounted Stock Purchase Plan, Schlumberger is
authorized to issue up to 22,012,245 shares of common stock to its employees.
Under the terms of the Plan, employees can choose each year to have up to 10%
of their annual earnings withheld to purchase Schlumberger common stock. The
purchase price of the stock is 85% of the lower of its beginning or end of the
Plan year market price. Under the Plan, Schlumberger sold 1,324,848, 1,266,840
and 1,399,623 shares to employees in 1999, 1998 and 1997, respectively.
Compensation cost has been computed for the fair value of the employees'
purchase rights, which was estimated using the Black-Scholes model with the
following assumptions for 1999, 1998 and 1997: Dividend of $0.75; expected
life of one year; expected volatility of 40% for 1999, 34% for 1998 and 28%
for 1997; and risk-free interest rates of 5.33% for 1999, 4.44% for 1998 and
5.64% for 1997. The weighted-average fair value of those purchase rights
granted in 1999, 1998 and 1997, was $19.829, $19.817 and $17.845,
respectively.
II-20
Income Tax Expense
Schlumberger and its subsidiaries operate in more than 100 taxing
jurisdictions where statutory tax rates generally vary from 0% to 50%.
Pretax book income from continuing operations subject to US and non-US income
taxes for each of the three years ending December 31 was as follows:
1999 1998 1997
----- ---- ------
(Stated in
millions)
United States........................................... $(172) $ 24 $ 482
Outside United States................................... 642 870 994
----- ---- ------
Pretax income........................................... $ 470 $894 $1,476
===== ==== ======
Schlumberger had net deductible temporary differences of $1.1 billion on
December 31, 1999 and $1.2 billion on December 31, 1998. Significant temporary
differences pertain to postretirement medical benefits, fixed assets, employee
benefits and inventory.
The components of consolidated income tax expense from continuing operations
were as follows:
1999 1998 1997
---- ---- ----
(Stated in
millions)
Current:
United States--Federal................................. $(74) $124 $ 93
United States--State................................... (7) 15 19
Outside United States.................................. 206 225 244
---- ---- ----
$125 $364 $356
---- ---- ----
Deferred:
United States--Federal................................. $ 14 $(68) $ 18
United States--State................................... 1 (7) (2)
Outside United States.................................. 1 (13) 16
---- ---- ----
$ 16 $(88) $ 32
---- ---- ----
Consolidated taxes on income............................. $141 $276 $388
==== ==== ====
Effective tax rate....................................... 30% 31% 26%
==== ==== ====
For the three years, the variations from the US statutory federal tax rate
(35%) and Schlumberger effective tax rates were due to several factors,
including the effect of the US operating loss carryforward in 1997 and a
substantial proportion of operations in countries where taxation on income is
lower than in the US.
In the third quarter of 1996, with increasing profitability and a strong
outlook in the US, Schlumberger recognized 50% of the US income tax benefit
related to its US subsidiary's tax loss carryforward and all temporary
differences. This resulted in a credit of $360 million. In the second quarter
of 1997, Schlumberger released the remaining valuation allowance related to
its US subsidiary's tax loss carryforward and all temporary differences. The
resulting reduction in income tax expense was not significant.
Leases and Lease Commitments
Total rental expense was $303 million in 1999, $304 million in 1998 and $265
million in 1997. Future minimum rental commitments under noncancelable leases
for years ending December 31 are: $111 million in 2000; $99 million in 2001;
$86 million in 2002; $62 million in 2003; and $52 million in 2004. For the
ensuing three five-year periods, these commitments decrease from $79 million
to $4 million. The minimum rentals over the remaining terms of the leases
aggregate to $43 million.
Contingencies
The Consolidated Balance Sheet includes accruals for the estimated future
costs associated with certain environmental remediation activities related to
the past use or disposal of hazardous materials. Substantially all such costs
relate to divested operations and to facilities or locations that are no
longer in operation. Due to a
II-21
number of uncertainties, including uncertainty of timing, the scope of
remediation, future technology, regulatory changes and other factors, it is
possible that the ultimate remediation costs may exceed the amounts estimated.
However, in the opinion of management, such additional costs are not expected
to be material relative to consolidated liquidity, financial position or
future results of operations.
In addition, Schlumberger and its subsidiaries are party to various other
legal proceedings. Although the ultimate disposition of these proceedings is
not presently determinable, in the opinion of Schlumberger, any liability that
might ensue would not be material in relation to the consolidated liquidity,
financial position or future results of operations.
Segment Information
Schlumberger operates three reportable segments: Oilfield Services (OFS),
Resource Management Services (RMS) and Test & Transactions (T&T).
The Schlumberger OFS segment falls into four clearly defined economic and
geographical areas and is evaluated on the following basis: First, North
America (NAM) is a major self-contained market. Second, Latin America (LAM)
comprises regional markets that share a common dependence on the United
States. Third, Europe is another major self-contained market that includes
West Africa and the CIS, whose economy is increasingly linked to that of
Europe. Fourth, Other Eastern includes the remainder of the Eastern
Hemisphere, which consists of many countries at different stages of economic
development that share a common dependence on the oil and gas industry. Camco
is managed as a separate unit within OFS.
The OFS segment provides virtually all exploration and production services
required during the life of an oil and gas reservoir. Schlumberger believes
that all the products/services are interrelated and expects similar
performance from each. The RMS segment is essentially a global provider of
measurement solutions, products and systems for electricity, gas and water
utilities worldwide. The T&T segment supplies technology products, services
and system solutions to the semiconductor, banking, telecommunications,
transportation and health care industries. The segment consists of Automated
Test Equipment, Smart Cards & Terminals and Omnes.
Financial information for the years ended December 31, 1999, 1998 and 1997, by
segment, is as follows:
Europe/ Other Elims/ Total Elims/
NAM LAM CIS/W. Afr Eastern Camco Other OFS RMS T&T Other Consolidated
1999 ------ ---- ---------- ------- ------ ------ ------ ------ ------ ------ ------------
(Stated in millions)
Revenue................. $1,470 $850 $1,360 $1,394 $ 749 $ 46 $5,869 $1,375 $1,183 $(32) $ 8,395
====== ==== ====== ====== ====== ====== ====== ====== ====== ==== =======
Segment Income.......... $ 68 $ 5 $ 67 $ 215 $ 74 $ (27) $ 402 $ 6 $ 30 $(25) $ 413
Income Tax Expense(1)... 35 22 32 45 38 2 174 9 (3) (47) 133
------ ---- ------ ------ ------ ------ ------ ------ ------ ---- -------
Pretax Segment Income... $ 103 $ 27 $ 99 $ 260 $ 112 $ (25) $ 576 $ 15 $ 27 $(72) $ 546
====== ==== ====== ====== ====== ====== ====== ====== ====== ====
Interest Income......... 228
Interest Expense........ $ (6) $ (1) $ (1) $ (1) (184)
==== ====== ====== ======
First & Fourth Quarter
Charges................ (120)
-------
Pretax Income........... $ 470
====== ==== ====== ====== ====== ====== ====== ====== ====== ==== =======
Segment Assets.......... $1,354 $844 $1,348 $1,217 $1,168 $1,434 $7,405 $1,006 $ 989 $ -- $ 9,400
Corporate Assets........ 5,681
-------
Total Assets............ $15,081
====== ==== ====== ====== ====== ====== ====== ====== ====== ==== =======
Depreciation/
Amortization........... $ 193 $134 $ 216 $ 217 $ 72 $ 39 $ 871 $ 88 $ 48 $ 14 $ 1,021
====== ==== ====== ====== ====== ====== ====== ====== ====== ==== =======
Capital Expenditures.... $ 160 $118 $ 121 $ 133 $ 107 $ 50 $ 689 $ 49 $ 44 $ 10 $ 792
====== ==== ====== ====== ====== ====== ====== ====== ====== ==== =======
(1) 1999 income tax expense excludes a credit of $8 million related to the
First & Fourth Quarter Charges.
II-22
Europe/
CIS/W. Other Elims/ Total Elims/ Consoli-
NAM LAM Afr. Eastern Camco Other OFS RMS T&T Other dated
------ ------ ------- ------- ------ ------ ------ ------ ------ ------ --------
(Stated in millions)
1998
Revenue.................... $2,035 $1,113 $ 1,907 $1,826 $ 896 $ 19 $7,796 $1,465 $1,226 $ 238 $10,725
====== ====== ======= ====== ====== ==== ====== ====== ====== ===== =======
Segment Income............. $ 165 $ 115 $ 211 $ 402 $ 116 $(55) $ 954 $ 32 $ 55 $ (92) $ 949
Income Tax Expense(2)...... 93 44 58 92 62 3 352 18 18 (48) 340
------ ------ ------- ------ ------ ---- ------ ------ ------ ----- -------
Pretax Segment Income...... $ 258 $ 159 $ 269 $ 494 $ 178 $(52) $1,306 $ 50 $ 73 $(140) $ 1,289
====== ====== ======= ====== ====== ==== ====== ====== ====== =====
Interest Income............ 164
Interest Expense........... $ (9) $ (1) (127)
====== ======
Third Quarter Charge....... (432)
-------
Pretax Income.............. $ 894
====== ====== ======= ====== ====== ==== ====== ====== ====== ===== =======
Segment Assets............. $1,094 $ 933 $ 1,523 $1,483 $1,089 $967 $7,089 $1,184 $1,069 $ -- $ 9,342
Corporate Assets........... 5,316
Discontinued Operations
Assets.................... 1,420
-------
Total Assets............... $16,078
====== ====== ======= ====== ====== ==== ====== ====== ====== ===== =======
Depreciation/Amortization.. $ 204 $ 113 $ 205 $ 203 $ 75 $ 65 $ 865 $ 87 $ 48 $ 12 $ 1,012
====== ====== ======= ====== ====== ==== ====== ====== ====== ===== =======
Capital Expenditures....... $ 107 $ 269 $ 342 $ 293 $ 131 $179 $1,321 $ 61 $ 53 $ 28 $ 1,463
====== ====== ======= ====== ====== ==== ====== ====== ====== ===== =======
1997
Revenue.................... $2,168 $1,019 $ 1,863 $1,745 $ 869 $(10) $7,654 $1,569 $1,066 $ 363 $10,652
Segment Income............. $ 265 $ 154 $ 250 $ 384 $ 99 $(79) $1,073 $ 47 $ 73 $(129) $ 1,064
Income Tax Expense(2)...... 113 45 48 83 54 3 346 24 30 (12) 388
------ ------ ------- ------ ------ ---- ------ ------ ------ ----- -------
Pretax Segment Income...... $ 378 $ 199 $ 298 $ 467 $ 153 $(76) $1,419 $ 71 $ 103 $(141) $ 1,452
====== ====== ======= ====== ====== ==== ====== ====== ====== =====
Interest Income............ 94
Interest Expense........... $ (5) $ (1) (70)
====== ====== -------
Pretax Income.............. $ 1,476
-------
Segment Assets............. $1,451 $ 852 $ 1,370 $1,339 $1,042 $843 $6,897 $1,219 $1,088 $ -- $ 9,204
Corporate Assets........... 2,966
Discontinued Operations
Assets.................... 1,016
-------
Total Assets............... $13,186
====== ====== ======= ====== ====== ==== ====== ====== ====== ===== =======
Depreciation/Amortization.. $ 187 $ 92 $ 191 $ 174 $ 62 $ 68 $ 774 $ 93 $ 44 $ 13 $ 924
====== ====== ======= ====== ====== ==== ====== ====== ====== ===== =======
Capital Expenditures....... $ 280 $ 216 $ 305 $ 313 $ 96 $ 51 $1,261 $ 67 $ 63 $ 13 $ 1,404
====== ====== ======= ====== ====== ==== ====== ====== ====== ===== =======
(2) 1998 income tax expense excludes a credit of $64 million related to the
Third Quarter Charge.
Corporate assets largely comprise short-term and long-term investments.
During the three years ended December 31, 1999, no single customer exceeded
10% of consolidated revenue.
The accounting policies of the segments are the same as those described in
Summary of Accounting Policies.
Oilfield Services' net income eliminations include: certain headquarters
administrative costs which are not allocated geographically, goodwill
amortization, and certain costs maintained at the OFS level.
Nonoperating expenses, such as certain intersegment charges and interest
expense (except as shown above), are not included in segment operating income.
Schlumberger did not have revenue from third-party customers in its country of
domicile during the last three years. In each of the three years, only revenue
in the US exceeded 10% of consolidated revenue. Revenue in the US in 1999,
1998 and 1997 was $2.5 billion, $3.4 billion and $3.5 billion, respectively.
Pension and Other Benefit Plans
US Pension Plans
Schlumberger and its US subsidiary sponsor several defined benefit pension
plans that cover substantially all employees. The benefits are based on years
of service and compensation on a career-average pay basis. These plans are
fully funded with a trustee in respect to past and current service. Charges to
expense are based upon
II-23
costs computed by independent actuaries. The funding policy is to annually
contribute amounts that are allowable for federal income tax purposes. These
contributions are intended to provide for benefits earned to date and those
expected to be earned in the future.
The assumed discount rate, compensation increases and return on plan assets
used to determine pension expense in 1999 were 7%, 4.5% and 9%, respectively.
In 1998, the assumptions were 7.5%, 4.5% and 9%, respectively. In 1997, the
assumptions were 8%, 4.5% and 8.5%, respectively.
Net pension cost in the US for 1999, 1998 and 1997, included the following
components:
1999 1998 1997
---- ---- ----
(Stated in
millions)
Service cost-benefits earned during the period......... $45 $39 $33
Interest cost on projected benefit obligation.......... 73 68 61
Expected return on plan assets (actual return: 1999-
$211; 1998-$167; 1997-$165)........................... (86) (77) (63)
Amortization of transition asset....................... (2) (2) (2)
Amortization of prior service cost/other............... 6 3 4
--- --- ---
Net pension cost..................................... $36 $31 $33
=== === ===
Effective January 1, 1998, Schlumberger and its subsidiaries amended their
pension plans to improve retirement benefits for retired employees. The funded
status on December 31, 1997, reflects the amendment.
The change in the projected benefit obligation, plan assets and funded status
of the plans on December 31, 1999 and 1998, was as follows:
1999 1998
---------- ----------
(Stated in millions)
Projected benefit obligation at beginning of the
year........................................... $ 1,060 $ 906
Service cost.................................... 45 39
Interest cost................................... 73 68
Actuarial (gains) losses........................ (70) 86
Benefits paid................................... (56) (46)
Amendments...................................... -- 2
Special termination benefits.................... -- 9
Other........................................... -- (4)
---------- ----------
Projected benefit obligation at end of the
year........................................... $ 1,052 $ 1,060
---------- ----------
Plan assets at market value at beginning of the
year........................................... $ 1,119 $ 978
Actual return on plan assets.................... 211 167
Employer contribution........................... 2 20
Benefits paid................................... (56) (46)
---------- ----------
Plan assets at market value at end of the year.. $ 1,276 $ 1,119
---------- ----------
Excess of assets over projected benefit
obligation..................................... 224 59
Unrecognized net gain........................... (395) (198)
Unrecognized prior service cost................. 44 50
Unrecognized net asset at transition date....... (2) (4)
---------- ----------
Pension liability............................... $ (129) $ (93)
========== ==========
The assumed discount rate, the rate of compensation increases and the expected
long-term rate of return on plan assets used to determine the projected
benefit obligations were 7.75%, 4.5% and 9%, respectively, in 1999, and 7%,
4.5% and 9% respectively, in 1998. Plan assets on December 31, 1999, consisted
of common stocks ($843 million), cash or cash equivalents ($152 million),
fixed income investments ($197 million) and other investments ($84 million).
Less than 1% of the plan assets on December 31, 1999, were represented by
Schlumberger common stock.
II-24
Non-US Pension Plans
Outside the US, subsidiaries of Schlumberger sponsor several defined benefit
and defined contribution plans that cover substantially all employees who are
not covered by statutory plans. For defined benefit plans, charges to expense
are based upon costs computed by independent actuaries. These plans are
substantially fully funded with trustees in respect to past and current
service. For all defined benefit plans, pension expense was $19 million, $17
million and $15 million in 1999, 1998 and 1997, respectively. The only
significant defined benefit plan is in the UK.
The assumed discount rate, compensation increases and return on plan assets
used to determine pension expense in 1999 were 7%, 4% and 9%, respectively. In
1998, the assumptions were 7.5%, 5% and 9%, respectively. In 1997, the
assumptions were 8%, 5% and 8.5%, respectively.
Net pension cost in the UK plan for 1999, 1998 and 1997 (translated into US
dollars at the average exchange rate for the periods), included the following
components:
1999 1998 1997
---- ---- ----
(Stated in
millions)
Service cost--benefits earned during the period........ $ 22 $18 $ 16
Interest cost on projected benefit obligation.......... 15 18 15
Expected return on plan assets (actual return: 1999--
$96; 1998--$22; 1997--$28)............................ (33) (30) (25)
Amortization of transition asset and other............. (6) (6) (5)
---- --- ----
Net pension cost..................................... $ (2) $-- $ 1
==== === ====
The change in the projected benefit obligation, plan assets and funded status
of the plan (translated into US dollars at year-end exchange rates) was as
follows:
1999 1998
---- ----
(Stated
in
millions)
Projected benefit obligation at beginning of the year.......... $229 $239
Service cost................................................... 22 18
Interest cost.................................................. 15 18
Actuarial losses (gains)....................................... 36 (37)
Benefits paid.................................................. (12) (9)
---- ----
Projected benefit obligation at end of the year................ $290 $229
---- ----
Plan assets at market value at beginning of the year........... $366 $350
Actual return on plan assets................................... 96 22
Employer contribution.......................................... 4 3
Benefits paid.................................................. (12) (9)
---- ----
Plan assets at market value at end of the year................. $454 $366
---- ----
Excess of assets over projected benefit obligation............. 164 137
Unrecognized net gain.......................................... (135) (114)
Unrecognized prior service cost................................ 2 3
Unrecognized net asset at transition date...................... (3) (4)
---- ----
Pension asset.................................................. $ 28 $ 22
==== ====
The assumed discount rate and rate of compensation increases used to determine
the projected benefit obligation were 6.5% and 4%, respectively, in 1999, and
7% and 4%, respectively, in 1998; the expected long-term rate of return on
plan assets was 9% in 1999 and 1998. Plan assets consisted of common stocks
($339 million), cash or cash equivalents ($90 million) and fixed income
investments ($25 million). None of the plan assets represented Schlumberger
common stock.
For defined contribution plans, funding and cost are generally based upon a
predetermined percentage of employee compensation. Charges to expense in 1999,
1998 and 1997, were $24 million, $25 million and $25 million, respectively.
II-25
Other Deferred Benefits
In addition to providing pension benefits, Schlumberger and its subsidiaries
have other deferred benefit programs. Expenses for these programs were $73
million, $128 million and $127 million in 1999, 1998 and 1997, respectively.
Health Care Benefits
Schlumberger and its US subsidiary provide health care benefits for certain
active employees. The cost of providing these benefits is recognized as
expense when incurred and aggregated $53 million, $54 million and $46 million
in 1999, 1998 and 1997, respectively. Outside the US, such benefits are mostly
provided through government-sponsored programs.
Postretirement Benefits other than Pensions
Schlumberger and its US subsidiary provide certain health care benefits to
former employees who have retired under the US pension plans.
The principal actuarial assumptions used to measure costs were a discount rate
of 7% in 1999, 7.5% in 1998 and 8% in 1997. The overall medical cost trend
rate assumption beginning December 31, 1996, was 9% graded to 5% over the next
six years and 5% thereafter. Previously, the overall assumption had been 10%
graded to 6% over the next six years and 6% thereafter.
Net periodic postretirement benefit cost in the US for 1999, 1998 and 1997,
included the following components:
1999 1998 1997
---- ---- ----
(Stated in
millions)
Service cost--benefits earned during the period........ $11 $11 $ 9
Interest cost on accumulated postretirement benefit
obligation............................................ 23 22 22
Amortization of unrecognized net gain and other........ (3) (6) (6)
--- --- ---
$31 $27 $25
=== === ===
The change in accumulated postretirement benefit obligation and funded status
on December 31, 1999 and 1998, was as follows:
1999 1998
---- ----
(Stated
in
millions)
Accumulated postretirement benefit obligation at beginning
of the year................................................ $354 $313
Service cost................................................ 11 11
Interest cost............................................... 23 22
Actuarial (gains) losses.................................... (52) 18
Benefits paid............................................... (16) (11)
Acquisition................................................. -- 1
---- ----
Accumulated postretirement benefit obligation at end of the
year....................................................... 320 354
Unrecognized net gain....................................... 124 74
Unrecognized prior service cost............................. 4 5
---- ----
Postretirement benefit liability on December 31............. $448 $433
==== ====
The components of the accumulated postretirement benefit obligation on
December 31, 1999 and 1998, were as follows:
1999 1998
---- ----
(Stated
in
millions)
Retirees......................................................... $161 $165
Fully eligible................................................... 45 48
Actives.......................................................... 114 141
---- ----
$320 $354
==== ====
II-26
The assumed discount rate used to determine the accumulated postretirement
benefit obligation was 7.75% for 1999 and 7% for 1998.
If the assumed medical cost trend rate was increased by one percentage point,
health care cost in 1999 would have been $39 million, and the accumulated
postretirement benefit obligation would have been $372 million on December 31,
1999.
If the assumed medical cost trend rate was decreased by one percentage point,
health care cost in 1999 would have been $26 million, and the accumulated
postretirement benefit obligation would have been $278 million on December 31,
1999.
Supplementary Information
Operating revenue and related cost of goods sold and services for continuing
operations comprised the following:
Year ended December
31,
----------------------
1999 1998 1997
------ ------- -------
(Stated in millions)
Operating revenue
Sales............................................ $3,822 $ 4,623 $ 4,703
Services......................................... 4,573 6,102 5,949
------ ------- -------
$8,395 $10,725 $10,652
====== ======= =======
Direct operating costs
Goods sold....................................... $2,461 $ 2,916 $ 2,949
Services......................................... 4,288 5,498 4,899
------ ------- -------
$6,749 $ 8,414 $ 7,848
====== ======= =======
Cash paid for interest and income taxes for continuing operations was as
follows:
Year ended
December 31,
--------------
1999 1998 1997
---- ---- ----
(Stated in
millions)
Interest.................................................... $200 $128 $ 77
Income taxes................................................ $182 $299 $296
Accounts payable and accrued liabilities are summarized as follows:
Year ended
December 31,
-------------
1999 1998
------ ------
(Stated in
millions)
Payroll, vacation and employee benefits..................... $ 564 $ 582
Trade....................................................... 663 820
Taxes, other than income.................................... 169 176
Other....................................................... 887 962
------ ------
$2,283 $2,540
====== ======
Interest and other income includes interest income, principally from short-
term and long-term investments, of $235 million, $167 million and $99 million
for 1999, 1998 and 1997, respectively, and in 1999, a gain of $103 million on
the sale of financial instruments.
- --------
* Mark of Schlumberger.
II-27
APPENDIX III
FINANCIAL INFORMATION ON SEMA
Part A: Preliminary announcement of the unaudited 2000 results
Introduction
Set out below is the full text of the preliminary announcement of the
unaudited 2000 results for Sema plc for the year to 31 December 2000 announced
on 16 February 2001 and amended on 19 February 2001.
"Sema plc
Preliminary Announcement of results for the year ended 31 December 2000
Chairman's Statement
Summary results
2000 1999
------ ------
((Pounds)
million)
Turnover........................................................ 1512.7 1410.0
PBT before goodwill amortisation................................ 91.9 96.1
EPS before goodwill............................................. 13.2p 15.2p
Overview
The IT industry has experienced difficult trading conditions since January
2000, both in hardware and services, resulting in profit shortfalls for many
companies. In the wake of Y2K and the dot.com bubble, many IT customers
delayed placing major new contracts until the end of the year. Sema's
financial performance was impacted by these industry-wide conditions.
The results for the full year are in line with our January 23 announcement
with turnover of (Pounds)1,513m, up 7.3% against 1999 (11% at constant rates
of exchange) and profit before tax and goodwill amortisation of (Pounds)91.9m,
down 4.4% against 1999 (up 1% at constant rates). These results include five
months of LHS operations, which generated a loss of (Pounds)8m. Earnings per
share have declined from 15.2p in 1999 to 13.2p in 2000, a fall of 13.2%,
based on an average number of shares of 467m and 536m respectively.
While these results are disappointing, particularly in the light of Sema's
excellent record of 22% compound EPS growth rate over the last nine years,
your Board believes that the strategic direction of Sema remains sound. In
order to improve Sema' s performance, the Group has embarked on several action
plans.
In the telecoms area, a detailed integration plan has been put in place, the
LHS and Sema teams have been merged and a road map of product development has
been agreed, resulting in a re-focus of Research and Development. As a result,
order intake improved sharply towards the end of the year, achieving higher
market penetration. This higher level of order intake continued into the first
weeks of 2001.
In addition a group-wide reduction in general and administrative costs will be
implemented in the first half of 2001.
More fundamental still for the future of Sema is the recent offer by
Schlumberger to acquire the company for 560p per share in cash. Your Board is
recommending this offer to Shareholders who will receive a document in the
near future setting out the terms of the offer and explaining the plans for
the merged company.
Most importantly, the Group will continue to pursue its long-term objectives
of high growth and profitability improvement with the same energy and
determination as in the past.
Trading
During 2000, Sema suffered from the general slow-down in the IT services
industry and experienced problems with some outsourcing activities on the
Continent and difficulties of adjusting to the 35 hour week in France. As a
result, Sema's turnover and Profit Before Tax, excluding LHS, grew by only
3.8% and 4.0% respectively.
III-1
As for LHS, which was acquired on 29 July 2000, it generated turnover of only
(Pounds)48.5m and operating loss of (Pounds)8.0m, against an expectation of
substantial profit. The prolonged LHS acquisition process had had a dramatic
impact on its business leading to a sharp fall in new orders, which was
compounded by the integration process.
The original Sema part of our telecoms activity performed well, achieving a
turnover of (Pounds)275m in the year, compared with (Pounds)178m in 1999, a
satisfactory rate of growth--but with insufficient profits to offset losses at
LHS. The combined operating loss of the telecoms activity was consequently
(Pounds)5.4m.
However, the telecoms order book at the end of 2000 was (Pounds)141m with a
healthy book-to-bill ratio of 1.25 in the 2nd half. In 2001, a number of
significant contracts have already been won in USA, Germany, Turkey, Brazil
and UK.
Outsourcing has begun to show the benefits of restructuring, mainly in the UK,
with the result that margins have improved from 5.4% to 8.3% although turnover
growth (at constant rates) has been modest, according to plan. UK and Italy
are the main profit contributors, while France, Sweden and Germany experienced
difficult trading conditions.
The Business continuity activity, while only 3% of Group turnover, has again
grown strongly, this year by 23%. This activity is now a truly global business
operating in 11 countries from 34 sites. It has for example achieved critical
mass within 18 months in New York, and is looking to expand in London and to
open further sites in Japan, Singapore, Italy and France.
Webtech has achieved a turnover in 2000 of (Pounds)126m with more than 1300
employees. This activity is strong in France and Germany. In particular, two
landmark installations of Internet banks have gone live, for AGF and Zebank--
the latter a purely "virtual" bank. The co-operation with Broadvision is
proving successful in many of these projects.
Balance Sheet and Cashflow
The Group's cash position is healthy at the end of 2000 with total cash, net
of all debt, of (Pounds)106m compared with (Pounds)25m at the start of the
year. Operating cashflow was (Pounds)79m for the year against (Pounds)109m in
1999, the decrease being attributable to a modest increase in working capital.
The shape of the Group's balance sheet has radically changed with the
acquisition of LHS, the major factor in the increase of the Group's net equity
from (Pounds)238m to (Pounds)1.9 billion during the year. However, tangible
net assets rose in the period from (Pounds)197m to (Pounds)372m of which
(Pounds)106m is net cash.
Dividend
In the absence of the Offer from Schlumberger, announced 12 February 2001, the
Board would propose at the next AGM a final dividend of 1.20p per share,
making 2.45p for the full year. The dividend would be paid in July to
shareholders on the register at the relevant date. But shareholders should
note that under the terms of the Offer by Schlumberger, the shares are being
acquired with the rights to all future dividends and distributions. In
arriving at this recommendation, the Board concluded that the dividend for the
year should represent the same proportion of available profits as in the past.
Last year the final dividend was 1.77p, making 2.8p for the year.
Conclusion
Shareholders will appreciate that, in the present circumstances, it is
inappropriate for me to comment further either on the Schlumberger offer or on
the prospects for the Group. What I can do, and wholeheartedly wish to do, is
to thank our employees for their achievements, their competence and their
continued dedication.
Sir Julian Oswald
Chairman, Sema plc
16 February 2001
III-2
Consolidated Profit & Loss Account for the year ended 31 December 2000
Note Total 2000 Total 1999
---- ----------- -----------
((Pounds)M) ((Pounds)M)
Turnover 3,7
Continuing activities........................ 1,464.2 1,410.0
Acquisitions................................. 48.5 --
-------- --------
1,512.7 1,410.0
Cost of Sales.................................. 4 (1,559.9) (1,315.2)
Operating (loss)/profit
Continuing activities........................ 94.0 94.8
Acquisitions................................. (141.2) --
-------- --------
(47.2) 94.8
Exceptional profit on sale of investment....... 6 17.8 6.2
Amounts written off investments................ 6 (4.4) --
Exceptional restructuring costs................ 6 (13.3) (6.0)
Net interest................................... (2.2) (1.2)
-------- --------
(Loss)/profit before taxation.................. 3,7 (49.3) 93.8
Taxation....................................... 8 (20.6) (24.6)
-------- --------
(Loss)/profit after taxation................... (69.9) 69.2
Minority interests............................. (0.3) (0.5)
-------- --------
(Loss)/profit for the financial year........... (70.2) 68.7
Dividends...................................... 9 (15.0) (13.0)
-------- --------
Retained (loss)/profit for the financial year.. (85.2) 55.7
-------- --------
Basic earnings per share..................... 2 (13.4)p 14.9p
-------- --------
Fully diluted earnings per share............. 2 (13.1)p 14.7p
-------- --------
Fully diluted basic earnings per share,
adjusted for the effect of goodwill
amortisation ............................... 2 13.2p 15.2p
-------- --------
Dividend per share........................... 9 2.5p 2.8p
-------- --------
III-3
Consolidated Balance Sheet as at 31 December 2000
31.12.00 31.12.99
----------- -----------
((Pounds)M) ((Pounds)M)
Fixed assets-tangible................................... 155.8 152.3
Fixed assets-intangible assets (note 1)................. 1,525.1 42.5
Associated undertakings and investments................. 34.4 6.2
------- -----
1,715.3 201.0
------- -----
Stock and work in progress...................................... 153.6 100.0
Debtors......................................................... 532.7 389.8
Creditors....................................................... (578.6) (449.3)
------ ------
Net working capital............................................. 107.7 40.5
Cash, net of short term borrowings................................ 92.8 47.7
Short term marketable debt securities............................. 28.5 --
Long term borrowings.............................................. (15.7) (22.3)
----- -----
Net cash.......................................................... 105.6 25.4
Provisions and long term creditors.............................. (31.1) (27.2)
------- -----
Net assets...................................................... 1,897.5 239.7
======= =====
Represented by:
Shareholders' funds (note 10)................................... 1,896.3 238.0
Minority interests.............................................. 1.2 1.7
------- -----
1,897.5 239.7
======= =====
Statement of Total Recognised Gains and Losses for the year ended 31 December
2000
Year Ended 31 December
------------------------
2000 1999
----------- -----------
((Pounds)M) ((Pounds)M)
(Loss)/profit for the financial year................ (70.2) 68.7
Currency translation differences on foreign currency
net investments.................................... 1.6 (13.2)
Tax effect of currency translation differences...... 2.8 1.6
Write down of Sema shares issued to recoverable
amount............................................. (11.0) --
----- -----
(76.8) 57.1
===== =====
III-4
Consolidated Cash Flow for the year ended 31 December 2000
Year Ended 31 December
------------------------
2000 1999
----------- -----------
((Pounds)M) ((Pounds)M)
Operating (loss)/profit............................. (47.2) 94.8
Depreciation and amortisation....................... 212.5 56.6
Exceptional restructuring costs..................... (13.3) (6.0)
Other............................................... (72.5) (36.7)
Net operating cash flow............................. 79.5 108.7
Servicing of finance and tax paid................... (26.5) (26.9)
Investing activities:
Tangible fixed assets............................... (76.9) (69.9)
Net disposal/(purchase) of investments.............. 27.2 (26.6)
----- -----
Net cash inflow before financing.................... 3.3 (14.7)
Equity dividends paid............................... (15.9) (11.4)
Financing:
Share issues........................................ 65.8 3.8
New bank loans...................................... 2.2 --
Sale of marketable debt securities ................. 8.8 --
Payment of deferred consideration................... (6.5) --
Repayment of amounts borrowed....................... (10.8) (10.7)
----- -----
59.5 (6.9)
----- -----
Net cash inflow/(outflow)........................... 46.9 (33.0)
----- -----
Reconciliation of net cash flow to movement in net
funds
Increase/(decrease) in cash......................... 46.9 (33.0)
Net movement in loans............................... (1.3) 0.9
Net movement in finance leases ..................... 8.2 4.2
Net movement in marketable debt securities.......... 27.8 --
Effects of foreign exchange......................... (1.4) (4.1)
Net funds at 1 January.............................. 25.4 57.4
----- -----
Net funds at 31 December............................ 105.6 25.4
===== =====
III-5
Notes for the year ended 31 December 2000
1. Basis of preparation
These unaudited financial statements have been prepared on the basis of the
accounting policies set out in the financial statements for the year ended 31
December 1999.
During the year, capitalised software licence costs previously classified as
tangible fixed assets were re-classified as intangible assets. The comparative
for the year ended 31 December 1999 has been amended accordingly.
2. Earnings per share
2000 1999
Basic earnings per share --------- ---------
(Pounds)M (Pounds)M
(Loss)/profit for the financial year.................... (70.2) 68.7
Earnings per share (13.4)p 14.9p
Fully diluted earnings per share
(Loss)/profit for the financial year.................... (70.2) 68.7
Earnings attributable to ordinary shareholders on
conversion of potential ordinary shares................ -- 0.1
----- -----
(Loss)/profit for the financial year, adjusted for full
dilution............................................... (70.2) 68.8
Goodwill amortisation................................... 141.2 2.3
----- -----
Adjusted profit for the financial year.................. 71.0 71.1
----- -----
Weighted average number of shares in issue during the
year (millions)........................................ 522.9 462.3
Additional shares on potential conversion into ordinary
shares (millions)...................................... 13.2 4.8
----- -----
Adjusted weighted average number of shares in issue
during the year (millions)............................. 536.1 467.1
----- -----
Fully diluted earnings per share........................ (13.1)p 14.7p
Fully diluted earnings per share, adjusted.............. 13.2p 15.2p
An adjusted earnings per share has been provided in order to eliminate the
distortions caused by non-operating items. The item eliminated is the
amortisation of goodwill. Such an adjustment has been made in accordance with
the guidelines laid down by the Institute of Investment Management and
Research.
3. Segmental analyses
Turnover by
destination Turnover by origin
------------------- -------------------
Year ended 31 Year ended 31
December December
------------------- -------------------
2000 1999 2000 1999
--------- --------- --------- ---------
a) Turnover by geography (Pounds)M (Pounds)M (Pounds)M (Pounds)M
UK..................................... 522.8 440.0 586.5 521.1
France................................. 278.6 334.1 289.1 350.1
Sweden................................. 165.8 198.3 148.7 165.7
Italy.................................. 106.2 78.5 127.4 94.4
Spain.................................. 92.8 78.8 108.8 122.7
Others................................. 346.5 280.3 252.2 156.0
--------- --------- --------- ---------
Total.................................. 1512.7 1,410.0 1512.7 1,410.0
========= ========= ========= =========
b) Turnover by activity
Systems Integration.................... 636.3 621.4
Outsourcing............................ 463.2 465.6
Products............................... 231.6 159.0
Managed Services....................... 135.2 126.3
Business Continuity.................... 46.4 37.7
--------- ---------
Total.................................. 1,512.7 1,410.0
========= =========
III-6
c) Profit before tax, goodwill amortisation, exceptional items and amounts
written off investments by activity
Year ended
--------------------
31.12.00 31.12.99
--------- ---------
(Pounds)M (Pounds)M
Systems Integration....................................... 42.2 54.3
Outsourcing............................................... 38.5 25.2
Products.................................................. (7.7) (2.0)
Managed Services.......................................... 12.2 10.9
Business Continuity....................................... 6.6 7.5
---- ----
Total..................................................... 91.8 95.9
==== ====
4. Operating costs
Year ended
-------------------
31.12.00 31.12.99
--------- ---------
(Pounds)M (Pounds)M
Staff costs (note 5)....................................... 709.6 670.0
Goodwill amortisation...................................... 141.2 2.3
Other intangibles amortisation............................. 5.0 --
Depreciation............................................... 60.7 55.8
Auditors' remuneration:
Audit fees............................................... 1.2 1.0
Non audit services....................................... 0.4 0.1
Operating lease charges.................................... 65.4 31.0
Research and development costs............................. 40.0 27.7
Loss/(profit) on disposal of fixed assets.................. 5.6 (1.5)
Other operating costs...................................... 530.8 528.8
------- -------
Total cost of sales........................................ 1,559.9 1,315.2
======= =======
Non audit services shown above exclude (Pounds)2.3 million (1999: nil) of fees
payable for professional services incurred in the year in connection with
acquisitions. These fees have been accounted for as acquisition costs upon
completion of the transaction.
5. Staff Costs
Year ended
--------------------
31.12.00 31.12.99
--------- ---------
(Pounds)M (Pounds)M
Staff costs comprised:
Salaries and related costs................................. 563.1 519.1
Social security costs...................................... 139.7 135.8
Normal pension costs....................................... 11.9 15.1
Early retirement pension costs............................. 3.3 --
Non-exceptional redundancy costs........................... 5.9 --
Refund of surplus Swedish pension contributions............ (14.3) --
----- -----
Total staff costs.......................................... 709.6 670.0
===== =====
Included in the loss for the year is a refund of pension contributions from
the Swedish Pension Plan (SPP). During the mid-1990's and subsequent years, a
surplus arose in the SPP insurance company because the investment yield of the
state insurance program exceeded the rate of increase in the corresponding
pension obligations. Through a resolution in December 1998, SPP divided, by
company, the surplus that had accumulated up to and including 1998. The refund
is clearly defined, measurable and collectible, and under UK GAAP is shown in
the profit and loss and in debtors in these statements.
6. Exceptional items and amounts written off investments.
During the year the Group sold its remaining interest in Openwave.com Inc.
(formerly Phone.com Inc.), a US company. 336,668 shares were sold resulting in
a profit of (Pounds)17.8m.
III-7
The exceptional restructuring costs of (Pounds)13.3m related to the
fundamental restructuring of the Group's outsourcing activities, intended to
improve the Group's competitive position in this market.
The results for the year include an exceptional write down of (Pounds)4.4m in
the value of Sema's investment portfolio following a directors' valuation at
31 December 2000.
The net tax expense on exceptional items and amounts written off investments
is (Pounds)1.1m.
7. Results for the 6 months ended 31 December 2000
Six months ended Six months ended
-------------------- --------------------
31.12.00 30.06.00 31.12.99 30.06.99
--------- --------- --------- ---------
(Pounds)M (Pounds)M (Pounds)M (Pounds)M
On ordinary activities, excluding
exceptional items
Turnover.......................... 792.3 720.4 741.4 668.6
Turnover, continuing activities... 743.8 720.4 741.4 668.6
Operating (loss)/profit, including
associates....................... (91.3) 44.1 56.6 38.2
Interest.......................... (0.2) (2.0) (0.9) (0.3)
(Loss)/profit before tax.......... (91.5) 42.1 55.7 37.9
(Loss)/profit after tax........... (99.2) 30.3 40.9 27.9
On ordinary activities, excluding
exceptional items, amounts
written off investments and
goodwill amortisation
Operating profit, including
associates....................... 44.7 49.3 58.3 38.8
Profit before tax................. 44.5 47.3 57.4 38.5
Profit after tax.................. 36.5 35.5 42.1 28.5
Fully diluted earnings per share,
adjusted for the effects of
goodwill amortisation............ 5.9p 7.5p 9.2p 5.9p
8. Taxation on (loss)/profit on ordinary activities
Year ended
-------------------
31.12.00 31.12.99
--------- ---------
(Pounds)M (Pounds)M
UK......................................................... 7.1 7.0
Overseas................................................... 12.3 17.7
Associated undertakings.................................... 0.1 0.1
---- ----
19.5 24.8
Exceptional items.......................................... 1.1 (0.2)
---- ----
20.6 24.6
==== ====
9. Dividend
Year ended
-------------------
31.12.00 31.12.99
--------- ---------
(Pounds)M (Pounds)M
Interim paid: 1.25p (1999: 1.03p).......................... 7.6 4.8
Final proposed: 1.20p (1999: 1.77p)........................ 7.4 8.2
---- -----
15.0 13.0
==== =====
III-8
10. Reconciliation of movement in shareholders' funds
Merger Total Total
Share Share relief Shares to Profit shareholders' shareholders'
capital premium reserve be issued and loss funds funds
--------- --------- --------- --------- --------- ------------- -------------
2000 2000 2000 2000 2000 2000 1999
(Pounds)M (Pounds)M (Pounds)M (Pounds)M (Pounds)M (Pounds)M (Pounds)M
(Loss)/profit for the
year, on ordinary
activities............. (69.2) (69.2) 68.3
(Loss)/profit for the
year, on exceptional
items.................. (1.0) (1.0) 0.4
Dividends............... (15.0) (15.0) (13.0)
Other recognised gains
and losses:
Foreign exchange
adjustment............. 1.6 1.6 (13.2)
Tax effect of currency
translation
differences............ 2.8 2.8 1.6
Write down of Sema
shares issued to
recoverable amount..... (11.0) (11.0) --
New share capital
subscribed............. 15.1 22.6 1541.4 1,579.1 3.7
Share issue costs....... (7.7) (7.7) --
Consideration shares to
be issued.............. 178.7 178.7 --
---- ----- ------ ----- ------ ------- -----
Movement in
shareholders' funds.... 15.1 14.9 1541.4 178.7 (91.8) 1,658.3 47.8
Shareholders' funds at 1
January 2000........... 46.3 102.3 -- -- 89.4 238.0 190.2
---- ----- ------ ----- ------ ------- -----
Shareholders' funds at
31 December 2000....... 61.4 117.2 1541.4 178.7 (2.4) 1,896.3 238.0
==== ===== ====== ===== ====== ======= =====
Cumulative goodwill written off against the profit and loss account totals
(Pounds)215.4 million to 31 December 2000.
Included in associated undertakings and investments is the purchase of
1,920,315 Sema shares by employee share ownership trusts established during
the year. The net recoverable amount of these shares has been assumed to be
the exercise price of future employee options. The difference between the
purchase price and the exercise price has been written off to reserves.
Shares to be issued related to the LHS Inc common stock issued and outstanding
at the date of acquisition on 29 July 2000, which will not convert to Sema
ordinary shares until specified future date, together with the estimated
number of additional shares which may be issued in respect of LHS Inc stock
options which do not vest until a specified future date.
Share issue costs relate solely to shares issued as American Depository Shares
(ADS's) in relation to the acquisition of LHS Inc during the year.
11. Results for the year end 31 December 2000 in euros
Year Year
ended ended
31.12.00 31.12.99
-------- --------
euro euro
millions millions
On ordinary activities, excluding exceptional items
Turnover.................................................. 2,483.7 2143.2
------- ------
Turnover, continuing activities........................... 2,404.0 2143.2
------- ------
Operating (loss)/profit, including associates............. (77.5) 144.1
Interest.................................................. (3.6) (1.8)
------- ------
(Loss)/profit before tax.................................. (81.1) 142.3
------- ------
(Loss)/profit after tax................................... (113.1) 104.6
======= ======
Basic earnings per share (euro cents)..................... (21.6) 22.50
Basic earnings per share, adjusted for goodwill
amortisation (euro cents)................................ 22.1 23.26
The amounts in euro quoted above have been translated at the average exchange
rates prevailing for the relevant year from the profit and loss account in
Sterling shown above.
III-9
12. Exchange rates
Year Year Year Year
ended ended ended ended
31.12.00 31.12.00 31.12.99 31.12.99
------ ------ ------ ------
Average Closing Average Closing
Euro........................................ 1.64 1.60 1.52 1.61
French Franc................................ 10.77 10.51 9.96 10.55
Italian Lira................................ 3,189 3,102 2,942 3,114
Spanish Peseta.............................. 275.17 266.60 255.49 267.54
Swedish Krona............................... 13.87 14.15 13.37 13.77
This statement was approved by the directors on 15 February 2001. The
financial information contained in this document does not constitute statutory
accounts within the meaning of section 240 of the Companies Act 1985. The
financial information for the year ended 31 December 1999 has been abridged
from the Group's 1999 statutory accounts, which have been filed with the
Registrar of Companies. The auditors' opinion on those accounts was
unqualified and did not include a statement under section 237 (2) or (3) of
the Companies Act 1985. Accounting policies used in the preparation of this
statement are consistent with those used in the full audited accounts except
as stated in note 1 above."
Set out below is the full text of the additional information which was
announced in conjunction with the preliminary announcement of the unaudited
2000 results for Sema plc for the year to 31 December 2000.
"Sema plc
Full Year Results
16 February 2001
The following information should be read in conjunction with the preliminary
announcements of results for the year ended 31 December 2000 dated 16 February
2001.
A. Analysis of Profit and Loss Account -- Excluding goodwill amortisation.
% Growth
Actual Constant
2000 1999 Exch. Exch.
(Pounds) Millions Sema LHS Total Sema Rate Rate
- ----------------- ------ ---- ------ ------ ------ --------
Turnover......................... 1464.2 48.5 1512.7 1410.0 7.3 11.4
Operating profit................. 103.6 (9.5) 94.1 97.3
Interest......................... (3.7) 1.5 (2.2) (1.2)
PBT.............................. 99.9 (8.0) 91.9 96.1
Tax.............................. (20.5) (0.1) (20.6) (24.6)
PAT.............................. 79.4 (8.1) 71.3 71.5
EPS (fully diluted).............. 17.0p (3.8p) 13.2p 15.2p
Tax rate ........................ 20.5% 22.4% 25.6%
Net cash......................... 105.6 25.4
B. Comparison 1999-2000
1st Half
(Pounds) millions 2000 1999 Growth
- ----------------- ---- ---- ------
Turnover.................................................... 720 669 8%
Operating profit before R & D............................... 62 52 19%
Operating profit............................................ 49 39 26%
PBT......................................................... 47 38 24%
% Turnover.................................................. 7% 6%
PAT......................................................... 35 28 25%
% Turnover.................................................. 4.9% 4.2%
Fully diluted EPS before goodwill........................... 7.6p 5.9p 29%
III-10
2nd Half
(Pounds) millions 2000 1999 Growth
- ----------------- ---- ---- ------
Turnover................................................... 793 741 7%
Operating profit before R & D.............................. 72 73 (1%)
Operating profit........................................... 45 58 (22%)
PBT........................................................ 45 58 (22%)
% Turnover................................................. 6% 8%
PAT........................................................ 36 43 (16%)
% Turnover................................................. 4.5% 5.8%
Fully diluted EPS before goodwill.......................... 5.6p 9.3p (40%)
Full year
(Pounds) millions 2000 1999 Growth
- ----------------- ----- ----- ------
Turnover................................................. 1,513 1,410 7%
Operating profit before R & D............................ 134 125 7%
Operating profit......................................... 94 97 (3%)
PBT...................................................... 92 96 (4%)
% Turnover............................................... 6% 7%
PAT...................................................... 71 71 (1%)
% Turnover............................................... 4.7% 5.0%
Fully diluted EPS before goodwill........................ 13.2p 15.2p (13%)
C. Turnover and profit* by activity
Turnover PBT
(Pounds) Millions 2000 1999 2000 % 1999 %
- ----------------- ------- ------- ---- ---- ---- ----
Systems integration..................... 636.3 621.4 42.2 6.6 54.3 8.7
Outsourcing............................. 463.2 465.6 38.5 8.3 25.2 5.4
Products................................ 231.6 159.0 (7.7) (3.3) (2.0) (1.3)
Managed services........................ 135.2 126.3 12.2 9.0 10.9 8.6
Business continuity..................... 46.4 37.7 6.6 14.2 7.5 19.9
------- ------- ---- ---- ---- ----
Total 1,512.7 1,410.0 91.8 6.1 95.9 6.8
======= ======= ==== ==== ==== ====
- --------
* before tax, goodwill amortisation, exceptionals and amounts written off
investments
III-11
D. Consolidated balance sheet
31 Dec 00 31 Dec 99
(Pounds) Millions --------- ---------
Fixed assets.............................................. 1,715.3 201.0
Net working capital....................................... 107.7 40.5
Long term creditors....................................... (31.1) (27.2)
Net cash.................................................. 105.6 25.4
------- -----
Total.................................................... 1,897.5 239.7
======= =====
Shareholders' funds....................................... 1,896.3 238.0
Minority interests........................................ 1.2 1.7
------- -----
Total.................................................... 1,897.5 239.7
======= =====
E. Cash flow statement -- Excluding goodwill amortisation
2000 1999
(Pounds) Millions ----- -----
Operating profit.................................................. 94.1 97.3
Depreciation...................................................... 71.3 54.3
Working capital movement.......................................... (72.6) (36.9)
Operating cash flow............................................... 92.8 114.7
Tax/interest paid................................................. (26.5) (26.9)
Capital expenditure............................................... (76.9) (69.9)
Investing activities.............................................. 13.8 (32.5)
Financing/dividends............................................... 78.3 (13.3)
Exchange difference............................................... (1.3) (4.1)
Movement in net cash.............................................. 80.2 (32.0)
END"
III-12
Part B: Unaudited pro forma Financial Information for the year ended 31
December 1999
1. Introduction
Set out below is the full text of the unaudited pro forma consolidated
financial information as contained in the Sema Listing Particulars. References
in the unaudited pro forma financial information, set out below, to sections,
parts, notes and pages, are to those contained in the Sema Listing
Particulars.
"The following unaudited pro forma consolidated financial information has been
prepared to illustrate the effects on the profit and loss account and balance
sheet of Sema as if the Merger had occurred, in the case of the unaudited pro
forma consolidated profit and loss account information, at 1 January 1999 and,
in the case of the unaudited pro forma consolidated balance sheet, at 31
December 1999.
Sema will account for the Merger as an acquisition under UK GAAP in accordance
with Financial Reporting Standard 6 "Acquisitions and Mergers" and the
unaudited pro forma consolidated financial information has been prepared on
this basis.
The unaudited pro forma financial statements, which comprise the unaudited pro
forma consolidated profit and loss account for the year ended 31 December 1999
and the unaudited pro forma consolidated balance sheet as at 31 December 1999,
combine the financial information for Sema for the year ended and as at
31 December 1999, which has been extracted from the audited results as set out
in Section 3 of Part II of this document, with the financial information for
LHS for the year ended and as at 31 December 1999, which has been extracted
from the unaudited restatement under UK GAAP as set out in Section 4 of Part
III of this document.
No adjustments have been made to reflect any transactions other than as
described in this section. In particular, no account has been taken of any
restructuring costs or any potential cost savings or other synergies that
could result from the Merger.
All of the pro forma adjustments made are expected to have a continuing impact
on Sema.
The unaudited pro forma consolidated financial information has been prepared
for illustrative purposes only. Because of its nature it may not give a true
picture of the financial position or results which would have been reported by
Sema if the Merger had actually occurred on the dates assumed.
III-13
2. Unaudited pro forma condensed consolidated profit and loss account
The notes are an integral part of the unaudited pro forma condensed
consolidated financial information.
Year Ended 31 December 1999
--------------------------------------------------
LHS Merger
Sema UK GAAP Adjustments Pro Forma
UK GAAP (Note 1) (Note 2) Combined
---------- ---------- ----------- ----------
((Pounds)) ((Pounds)) ((Pounds)) ((Pounds))
(in millions, except per share amounts)
CONSOLIDATED PROFIT AND
LOSS ACCOUNT
Amount in accordance with
UK GAAP
Revenue................... 1,410 150.3 -- 1,560.3
Cost of sales (excluding
goodwill amortisation)... (1,312.9) (112.4) -- (1,425.3)
-------- ------ ------ --------
Operating profit before
goodwill amortisation.... 97.1 37.9 -- 135.0
Amortisation of goodwill.. (2.3) (8.4) (546.1)(i) (556.8)
-------- ------ ------ --------
Total operating
profit/(loss) (after
goodwill amortisation)... 94.8 29.5 (546.1) (421.8)
Exceptional profit on
disposal................. 6.2 -- -- 6.2
Exceptional restructuring
costs.................... (6.0) -- -- (6.0)
Net interest
(payable)/receivable..... (1.2) 3.1 -- 1.9
-------- ------ ------ --------
Total profit/(loss) before
tax...................... 93.8 32.6 (546.1) (419.7)
Taxation.................. (24.6) (16.3) -- (40.9)
-------- ------ ------ --------
Total profit/(loss) after
tax...................... 69.2 16.3 (546.1) (460.6)
Minority interests........ (0.5) -- -- (0.5)
-------- ------ ------ --------
Profit/(loss) attributable
to shareholders.......... 68.7 16.3 (546.1) (461.1)
======== ====== ====== ========
Basic earnings per share
on an IIMR basis
(pence).................. 15.3 42.0 15.5
Reconciliation of basic
earnings per share to
adjusted earnings per
share on IIMR basis
Earnings per share
(pence).................. 14.9 27.7 (75.1)
Adjusted for non-operating
items:
Exceptional items
(pence).................. (0.1) -- (0.1)
-------- ------ --------
Basic earnings per share
on ordinary activities... 14.8 27.7 (75.2)
Goodwill amortisation
(pence).................. 0.5 14.3 90.7
-------- ------ --------
Adjusted earnings per
share on an IIMR basis
(pence).................. 15.3 42.0 15.5
Weighted average number of
shares in issue during
the year (millions)...... 462.3 58.9 613.6
Basic earnings per share given on an IIMR basis have been presented in order
to provide basic earnings per share data after eliminating (1) profit after
tax and minority interests on dispositions of discontinued operations and
investments (2) exceptional restructuring costs and (3) the amortisation of
goodwill. Such adjustments are prepared in accordance with guidelines
established by the Institute of Investment Management and Research (IIMR).
Notes are provided on pages 81, 82 and 83.
III-14
3. Unaudited pro forma condensed consolidated balance sheet
The notes are an integral part of the unaudited pro forma condensed
consolidated financial information.
As of 31 December 1999
---------------------------------------------------
LHS Merger
Sema UK GAAP Adjustments Pro Forma
UK GAAP (Note 1) (Notes 2) Combined
---------- ---------- ----------- ----------
((Pounds)) ((Pounds)) ((Pounds)) ((Pounds))
(in millions)
CONSOLIDATED BALANCE SHEET
Amounts in accordance with
UK GAAP:
Fixed assets
Tangible assets......... 146.2 13.0 -- 159.2
Intangible assets....... 48.0 66.8 2,730.6 (ii) 2,779.6
(65.8)(ii)
Associated undertakings
and investments........ 6.2 7.3 -- 13.5
------ ----- ------- -------
200.4 87.1 2,664.8 2,952.3
Debtors................... 476.0 95.5 (0.3)(ii) 571.2
Cash...................... 75.7 53.8 -- 129.5
------ ----- ------- -------
Total Assets.............. 752.1 236.4 2,664.5 3,653.0
Short-term liabilities.... (468.4) (44.3) (43.9)(ii) (556.6)
Long-term liabilities..... (44.0) (0.6) -- (44.6)
------ ----- ------- -------
Net assets................ 239.7 191.5 2,620.6 3,051.8
------ ----- ------- -------
Capital and Reserves:
Shareholders' funds
Called-up share
capital................ 46.3 0.3 (0.3)(ii) 46.3
Share premium account... 102.3 156.6 (156.6)(ii) 2,506.0
2,415.2 (ii)
(11.5)(ii)
Shares to be issued..... -- -- 408.4 (ii) 408.4
Profit and loss
account................ 89.4 34.6 (34.6)(ii) 89.4
------ ----- ------- -------
238.0 191.5 2,620.6 3,050.1
Minority interests........ 1.7 -- -- 1.7
------ ----- ------- -------
239.7 191.5 2,620.6 3,051.8
------ ----- ------- -------
Notes are provided on pages 81, 82 and 83.
4. Notes to the unaudited pro forma condensed consolidated financial
information
NOTE 1--Translation of LHS Financial Statements under UK GAAP
LHS presents its financial statements in US dollars. The results and balance
sheet of LHS, as restated under UK GAAP in Section 4 of Part III, have been
translated at the rate of $1.6150 to (Pounds)1.00 for the year ended 31
December 1999.
These translations should not be taken as assurances that the pound sterling
amounts currently represent US dollar amounts or could be converted into US
dollars at the rate indicated or at any other rate, at any time.
NOTE 2--Pro Forma Adjustments
The unaudited pro forma condensed consolidated balance sheet gives effect to
the pro forma adjustments set forth below. Adjustments to reflect the fair
values of the assets and liabilities of LHS under the acquisition method of
accounting under UK GAAP will be determined upon completion of the Merger.
Under UK GAAP acquisition accounting, the date of determining the cost of
acquisition is the date of completion of the Merger. The cost of acquisition
comprises the fair value of Sema shares issued, based on their quoted price on
the date of completion of the acquisition, together with the expenses of
acquisition. Consequently, the cost of acquisition and the fair values used in
the unaudited pro forma condensed consolidated financial
III-15
4. Notes to the unaudited pro forma condensed consolidated financial
information--(continued)
information are provisional and may differ from the finally determined
amounts. Sema has estimated the fair values of all significant assets and
liabilities of LHS, and no material adjustments from book value were
identified or recorded. In the pro forma financial information, the
consideration is based on a price per Ordinary Share of (Pounds)16.96, the
closing middle market quotation for Ordinary Shares as derived from the Daily
Official List of the London Stock Exchange (the "Closing Price") on 14 March
2000, the date prior to the announcement of the terms of the acquisition.
Based on the Closing Price of Ordinary Shares on 21 June 2000, ((Pounds)9.45),
the latest practicable date prior to the publication of this document, the
total consideration would be (Pounds)1,506 million. Sema cannot finalise the
allocation of the consideration to assets and liabilities and the
amortisation/depreciation periods until the cost of acquisition is fixed and
it has full access to LHS's financial and reserve information.
(i) Goodwill Amortisation
The unaudited pro forma condensed consolidated profit and loss account gives
effect to pro forma adjustments set out below to amortise intangible assets of
(Pounds)546.1 million per year over a period of 5 years, based on the share
price of (Pounds)16.96 referred to above. Based on the share price of
(Pounds)9.45 also referred to above, the amortisation charge would be
(Pounds)283 million per year over 5 years.
(ii) Consideration, Combination Adjustments and Merger Costs
LHS Shareholders will be entitled to receive, for each LHS Share held as of
the Effective Time, 2.6 Ordinary Shares. Such Ordinary Shares will be
delivered in the form of Sema ADSs or, at the election of each LHS
Shareholder, Ordinary Shares. The precise number of LHS Shares to be cancelled
and exchanged in the Merger cannot be determined until the Effective Time. For
purposes of the pro forma adjustments within the unaudited pro forma condensed
consolidated financial information at 31 December 1999, the number of LHS
Shares issued and outstanding on 14 March 2000 and which convert immediately
on completion of the Merger (50.0 million shares) together with the estimated
number of additional Ordinary Shares which may be issued in respect of
outstanding LHS stock options which have already vested or will vest at the
Effective Time (8.2 million options), would result in the issue of
approximately 151.3 million Ordinary Shares.
The purchase price also includes the deferred consideration relating to the
LHS Shares held by the continuing LHS Shareholders which may convert to
Ordinary Shares between 1 January 2002 and 30 June 2004 in accordance with the
Exchange Agreement. The purchase price further includes the estimated number
of additional Ordinary Shares which may be issued in respect of an additional
0.4 million LHS stock options which do not vest at the Effective Time. The
specified dates of the deferred consideration are described further in Section
4 of Part V of this document.
For the purposes of the unaudited pro forma condensed consolidated financial
information, the cost of acquisition has been determined as follows (in
(Pounds) millions):
Issue of approximately 130.0 million Ordinary Shares at (Pounds)16.96
($27.39) per share.................................................... 2,205.3
Issue of approximately 21.3 million Ordinary Shares assumed issued (for
the purposes of the pro forma) to LHS option holders, net of
consideration receivable.............................................. 209.9
Deferred consideration assumed issued to the Continuing LHS
Shareholders of approximately 23.2 million Ordinary Shares at
(Pounds)16.96 ($27.39) per share...................................... 392.9
Deferred consideration on approximately 1.1 million Ordinary Shares to
LHS option holders, net of consideration receivable................... 15.5
-------
2,823.6
Merger fees and expenses............................................... 32.7
-------
2,856.3
=======
The combination adjustments eliminate the LHS Shares, additional paid-in
capital and retained earnings, as well as LHS's goodwill, and introduce the
nominal value of the Ordinary Shares to be issued and the goodwill on
acquisition which represents the difference between the cost of acquisition
and the net assets of LHS acquired.
III-16
4. Notes to the unaudited pro forma condensed consolidated financial
statements--(continued)
Goodwill on acquisition is calculated as follows (in (Pounds) millions):
For the year
ended
31 December
1999
------------
Total cost of acquisition... 2,856.3
Less: net assets of LHS
acquired under UK GAAP:
called-up share capital... (0.3)
share premium............. (156.6)
profit and loss account... (34.6)
-------
(191.5)
Add: goodwill included in
LHS net assets acquired
under UK GAAP.............. 65.8
-------
Total goodwill.......... 2,730.6
=======
The cost of acquisition is allocated to the pro forma balance sheet as
prepared under UK GAAP as follows ((Pounds) millions):
Net tangible assets
Fixed assets......................................................... 13.0
Associated undertakings and investments.............................. 7.3
Debtors.............................................................. 95.5
Cash................................................................. 53.8
Total liabilities.................................................... (44.9)
-------
124.7
Intangible assets
Patent............................................................... 1.0
Goodwill............................................................. 2,730.6
-------
Total cost of acquisition.............................................. 2,856.3
=======
Sema has accrued approximately (Pounds)32.4 million in costs relating to the
Merger, in addition to (Pounds)11.5 million in Stamp Duty Reserve Tax
("SDRT"). Costs of (Pounds)0.3 million incurred up to 31 December 1999 and
capitalised on Sema's balance sheet have been allocated to the cost of
acquisition in arriving at goodwill.
SDRT of 1.5% of the value of the Ordinary Shares underlying the Sema ADSs, at
the time the Ordinary Shares are transferred to the Depositary (or its
nominee), is payable by Sema on the issue of Sema ADSs. To the extent that LHS
Shareholders elect to take Ordinary Shares (which underlie Sema ADSs) rather
than Sema ADSs, Sema will have no SDRT liability for the Ordinary Shares
issued. For the purposes of preparing the pro forma information Sema has
assumed that approximately 25% of LHS Shareholders will take Sema ADSs rather
than Ordinary Shares. The remaining 75% of the LHS Shareholders will take
Ordinary Shares. The amount of SDRT payable has been estimated as (Pounds)11.5
million, using a price per Ordinary Share of (Pounds)16.96. The amount of SDRT
actually payable will depend on the price per Ordinary Share at the time the
Ordinary Shares underlying the Sema ADSs are transferred to the Depositary (or
its nominee).
SDRT is a share issue expense and has been charged against share premium
account."
III-17
APPENDIX IV
ADDITIONAL INFORMATION
1. Responsibility
(a) The directors of Schlumberger Investments, whose names are set out in
Schedule IVA, accept responsibility for the information contained in this
document other than that relating to the Sema Group, the directors of Sema
and the members of 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 document for
which they are responsible is in accordance with the facts and does not
omit anything likely to affect the import of such information.
(b) The directors of Sema, whose names are set out in paragraph 2(b)(i) below,
accept responsibility for the information contained in this document
relating to the Sema Group, the directors of Sema and members of their
immediate families, related trusts and controlled companies. To the best
of the knowledge and belief of the directors of Sema (who have taken all
reasonable care to ensure that such is the case), the information
contained in this document for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of
such information.
(c) The statements set out in paragraphs (a) and (b) above are included solely
to comply with Rule 19.2 of the City Code and shall not be deemed to
establish or expand liability under law, including under US federal
securities laws or under the laws of any state of the US.
2. Directors, executive officers and registered or principal executive offices
(a) Directors of Schlumberger Investments and directors and executive officers
of Schlumberger.
(i) The directors of Schlumberger Investments are set forth in Schedule
IVA.
(ii) The directors and executive officers of Schlumberger are set forth in
Schedule IVB.
(iii) The registered office of Schlumberger Investments is located at 8th
Floor, South Quay Plaza II, 183 Marsh Wall, London E14 9SH, England,
telephone +44 207 517 4000. The principal executive offices of
Schlumberger are located at 277 Park Avenue, New York, New York
10172-0266, telephone + 1 212 350 9400, 42 rue Saint-Dominique, 75007
Paris, France, telephone +33 1 40 62 10 00; and Parkstraat 83, The
Hague, The Netherlands, telephone +31-70 310 5447.
(iv) Except as set out below, during the past five years, neither
Schlumberger Investments nor Schlumberger or, to the best of their
knowledge, any of the persons listed in Schedules IVA or IVB (i) has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanours) or (ii) was a party to any judicial or
administrative proceeding (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or
final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation
of such laws.
In December 1999, a criminal contempt order was entered against
Schlumberger for completing a joint venture transaction which the court
found violated a US Department of Justice consent decree applicable to
it. Schlumberger was also fined $750,000. The US Department of Justice
has since consented to the removal of the reference to Schlumberger from
the consent decree.
(v) Except as described in this document, neither Schlumberger Investments,
nor Schlumberger or, to the best of their knowledge, any of the persons
listed in Schedules IVA or IVB has any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of Sema, including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or
voting of such securities, joint ventures, loan or option arrangements,
puts or calls, guarantees of loans, guarantees against loss or the
giving or withholding of proxies. Except as set forth in this document,
during the past two years, neither of Schlumberger Investments nor
Schlumberger nor, to the best of their knowledge, any of the persons
listed on
IV-1
Schedules IVA or IVB has had any business relationship or transaction
with Sema or any of its executive officers, directors or affiliates that
is required to be reported under the rules and regulations of the SEC
applicable to the Offer. Except as set forth in this document, during
the past five years, there have been no material contacts, negotiations
or transactions between Schlumberger Investments, or Schlumberger, or
any of Schlumberger's other subsidiaries or, to the best knowledge of
Schlumberger Investments or Schlumberger, any of the persons listed in
Schedules IVA or IVB, on the one hand, and Sema or its affiliates, on
the other hand, concerning a merger, consolidation or acquisition,
tender offer or other acquisition of securities, an election of
directors or a sale or other transfer of a material amount of assets.
(vi) Except as described this document, (i) neither Schlumberger
Investments nor Schlumberger or, to the best of their knowledge, any
of the persons listed in Schedules IVA or IVB, or any associate (as
such term is defined for the purposes of the Exchange Act) or
majority-owned subsidiary of Schlumberger's or, to the best knowledge
of Schlumberger Investments or Schlumberger any associate (as such
term is so defined) or majority-owned subsidiary of any of the persons
listed in Schedules IVA or IVB, beneficially owns or has any right to
acquire, directly or indirectly, any equity securities of Sema, and
(ii) neither Schlumberger Investments nor Schlumberger, or, to the
best of their knowledge, any of the persons listed in Schedules IVA or
IVB has effected any transaction in such equity securities during the
past sixty days.
(b) Directors of Sema:
(i) The directors of Sema are as follows:
Sir Julian Oswald................................. Chairman
Pierre Bonelli.................................... Chief Executive Officer
William Bitan..................................... Chief Financial Officer
Frank Jones....................................... Executive Vice President
Tidu Maini........................................ Senior Vice President
Jacques Champeaux................................. Non-Executive Director
Gilles Cosson..................................... Non-Executive Director
Herve Couffin..................................... Non-Executive Director
William Harry Fryer............................... Non-Executive Director
Robin Hall........................................ Non-Executive Director
Didier Pineau-Valencienne......................... Non-Executive Director
George Schmitt.................................... Non-Executive Director
Amaury-Daniel de Seze............................. Non-Executive Director
Pascal Viginier................................... Non-Executive Director
(ii) The principal executive office and registered office of Sema is
located at 233 High Holborn, London WC1V 7DJ, England, telephone
number +44 207 830 4444.
3. Comparative stock exchange quotations of Sema Securities
Set out below are the Closing Prices for Sema Shares and the closing sale
prices on Nasdaq for Sema ADSs on:
(a) the first business day of each of the six months immediately before the
date of this document;
(b) 2 February 2001 (being the last business day prior to the commencement
of the Offer Period); and
(c) 16 February 2001 (being the latest practicable date prior to the
posting of this document).
Date Sema Shares Sema ADSs
---- ----------- ---------
(p) (US$)
16 February 2001..................................... 544.75 16.00
2 February 2001...................................... 395.0 11.25
1 February 2001...................................... 381.0 11.31
2 January 2001....................................... 289.5 8.63
1 December 2000...................................... 300.0 8.88
1 November 2000...................................... 882.0 25.38
2 October 2000....................................... 1185.0 34.31
1 September 2000..................................... 1335.0 38.63
IV-2
Sema Shares have been listed and traded on the London Stock Exchange since 31
July 1985 and Sema ADSs have been listed and traded on Nasdaq since 31 July
2000. The following table sets out, for the periods indicated:
(a) the reported high and low closing prices for Sema Shares on the London
Stock Exchange as reported in the Daily Official List; and
(b) the high and low closing sales prices for Sema ADSs on Nasdaq as
reported on Bloomberg. Each Sema ADS represents two Sema Shares.
Period Sema Shares Sema ADSs
------ ------------- -----------
High Low High Low
------ ------ ----- -----
(p) (US$)
Calendar Year 1998
First Quarter.................................. 596.25 371.88 -- --
Second Quarter................................. 755 532.5 -- --
Third Quarter.................................. 825 509 -- --
Fourth Quarter................................. 591 376 -- --
Calendar Year 1999
First Quarter.................................. 775.5 589 -- --
Second Quarter................................. 721.5 527 -- --
Third Quarter.................................. 804 569 -- --
Fourth Quarter................................. 1297.5 733 -- --
Calendar Year 2000
First Quarter.................................. 1801 1002 -- --
Second Quarter................................. 1219 726 -- --
Third Quarter.................................. 1350 862.5 38.63 26.00
Fourth Quarter................................. 1237 271 35.50 7.13
For current price information, holders of Sema Shares and Sema ADSs are urged
to consult publicly available sources.
4. Shareholdings and dealings
For the purposes of this paragraph 4:
"arrangement" includes indemnity or options arrangements, and any agreement or
understanding, formal or informal, of whatever nature, relating to relevant
securities which may be an inducement to deal or refrain from dealing;
an "associate" in relation to Sema includes:
(a) Sema's subsidiaries and associated companies and companies of which any
such subsidiaries or associated companies are associated companies;
(b) banks, financial and other professional advisers (including
stockbrokers) to Sema or to any company covered in (a) above, including
persons controlling, controlled by or under the same control as such
banks, financial or other professional advisers;
(c) the directors of Sema together with the directors of any company
covered in (a) above (together in each case with any member of their
immediate families and related trusts);
(d) the pension fund of Sema or the pension funds of any company covered in
(a) above; and
(e) an investment company, unit trust or other person whose investments an
associate (as defined in this paragraph 4) manages on a discretionary
basis, in respect of the relevant investment accounts;
(f) a person who owns or controls five per cent. or more of any class of
relevant securities (as defined in paragraphs (a) to (d) in Note 2 on
Rule 8 of the City Code) issued by Sema, including a person who as a
result of any transaction owns five per cent. or more; and
(g) a company having a material trading arrangement with Sema;
a "bank" does not apply to a bank whose sole relationship with Sema or a
company covered in (a) above is the provision of normal commercial banking
services or such activities in connection with the Offer as confirming that
cash is available, handling acceptances and other registration work;
IV-3
For the purpose of this paragraph 4, ownership or control of 20 per cent. or
more of the equity share capital of a company is regarded as the test of
associated company status and "control" means a holding, or aggregate
holdings, of shares carrying 30 per cent. or more of the voting rights
attributable to the share capital of a company which are currently exercisable
at a general meeting, irrespective of whether the holding or holdings give(s)
de facto control;
"derivative" includes any financial product whose value in whole or in part is
determined directly or indirectly by reference to the price of an underlying
security but which does not include the possibility of delivery of such
underlying securities;
"disclosure period" means the period commencing on 5 February 2000 (the date
twelve months prior to the commencement of the Offer Period) and ending on 16
February 2001 (the latest practicable date prior to the posting of this
document); and
"relevant securities" means Sema Securities or any securities convertible
into, rights to subscribe for, options (including traded options) in respect
of, and derivatives referenced to Sema Securities.
(a) Shareholdings in Sema Securities
(i) As at the close of business 16 February 2001 (being the latest practicable
date prior to the posting of this document), neither Schlumberger
Investments nor Schlumberger nor any director of Schlumberger Investments
or Schlumberger held any relevant securities.
(ii) As at the close of business on 16 February 2001 (being the latest
practicable date prior to the posting of this document), no director of
Schlumberger Investments or of Schlumberger (nor any member of their
respective immediate families) is interested (as described in Parts VI
and X of the Companies Act) in relevant securities.
(iii) As at the close of business on 15 February 2001 (being the latest
practicable date for the provision of this information prior to the
posting of this document), the following persons deemed to be acting in
concert with Schlumberger Investments or Schlumberger for the purposes
of the Offer owned or controlled the following relevant securities:
Number of Number of
Sema Sema
Name Shares ADSs
------------------------------------------------ ---------
Philippe Investment Management 184,000 --
(iv) As at the close of business on 15 February 2001 (being the latest
practicable date for the provision of this information prior to the
posting of this document), the following advisors of Schlumberger
Investments and Schlumberger owned or controlled the following relevant
securities:
Schroder Salomon Smith Barney:
Number Number
of Sema of Sema
Name Shares ADSs
----------------------------------------------------- -------
Registered Holder Beneficial Holder
----------------- -----------------
Smith Barney Fund
Management LLC World European Fund 200,000 --
Smith Barney Fund
Management LLC CGCM International Equity 23,391 --
Smith Barney Asset
Management Retail clients 26,400 --
Citibank AG Citibank AG 100,000
IV-4
Morgan Stanley Dean Witter:
Number
of Sema
Name Shares
--------------------------------------------------------------------
Registered Holder Beneficial Holder
----------------- -----------------
Morgan Stanley Securities Limited Discretionary clients 4,777
Morgan Stanley Dean Witter Investment
Management Inc. Discretionary clients 413,232
Morgan Stanley & Co. Incorporated Discretionary clients 14,000
Dean Witter Associates - 40,237
(v) As at the close of business on 16 February 2001 (being the latest
practicable date prior to the posting of this document), the following
advisers of Sema owned or controlled the following relevant securities:
Credit Suisse First Boston:
Number
of
Sema
Name Shares
--------------------------------------------------------------------
Registered Holder Beneficial Holder
----------------- -----------------
CSFB Equities Ltd -- 785,797
HSBC Holdings plc:
Number
of
Sema
Name Shares
------------------------------------------------------------------
Registered Holder Beneficial Holder
----------------- -----------------
HSBC Trinkaus & Berkhardt KGaA/1/ Discretionary clients 2,145
HSBC Guyerzeller Bank AG/2/ Discretionary clients 1,500
HSBC Guyerzeller Bank AG/2/ HSBC Guyerzeller Bank AG 2,000
--------
/1/ 73.47 % owned by HSBC Holdings plc.
/2/ a wholly owned subsidiary of HSBC Guyerzeller Holdings BV, which is
94.41 % owned by HSBC Holdings plc.
Trustee of Sema QUEST:
Number of
Sema
Name Shares
--------------------------------------------------------
Registered Holder Beneficial Holder
----------------- -----------------
Sema QUEST Trustee Limited Eligible employees 1,427,419
* A partner of Clifford Chance LLP is a director of the Trustee.
(vi) As at the close of business on 16 February 2001 (being the latest
practicable date prior to the posting of this document), the following
persons who, prior to the posting of this document have irrevocably
committed to accept the Offer, owned or controlled the following relevant
securities:
Number of Sema Loan Number of
Name Shares under option Stock* Sema Shares
---- ------------------- ------- -----------
France Telecom..................... -- -- 103,634,336
Paribas Affaires Industrielles, a
division of BNP Paribas........... -- -- 31,113,792
Sir Julian Oswald (and spouse)..... -- -- 24,886
Pierre Bonelli..................... 667,904 106,774 360,116
William Bitan...................... 149,463 55,533 25,612
Gilles Cosson...................... -- -- 120
Herve Couffin...................... -- -- 120
Harry Fryer........................ -- -- 28,500
Frank Jones........................ 167,064 78,035 46,728
Tidu Maini......................... 111,322 57,431 --
Didier Pineau-Valencienne.......... -- -- 400
George Schmitt..................... -- -- 11,250
Pascal Viginier.................... -- -- 10
* Each unit of Loan Stock is convertible into one Sema Share.
IV-5
(vii) As at the close of business on 16 February 2001 (being the latest
practicable date prior to the posting of this document), the interests
of Sema directors, members of their immediate families and (so far as
the directors of Sema are aware having made due and careful enquiry)
connected persons (within the meaning of Section 346 of the Act) in
relevant securities of Sema (all of which, unless otherwise stated, are
beneficial) which have (where required) been notified to Sema pursuant
to sections 324 and 328 of the Companies Act and entered in Sema's
register of directors' interests required to be kept under section 325
of the Companies Act, were as follows:
Number of
Sema
Name Shares
------------------------- ---------
Sir Julian Oswald 24,886
Pierre Bonelli 360,116
William Bitan 25,612
Herve Couffin 120
Harry Fryer 28,500
Frank Jones 46,728
Didier Pineau-Valencienne 400
George Schmitt 11,250
Gilles Cosson 120
Pascal Viginier 10
(viii) As at the close of business on 16 February 2001 (being the latest
practicable date prior to the posting of this document), the following
options over Sema Securities had been granted to the directors of Sema
pursuant to the Sema Share Option Schemes and remain outstanding:
Number of Options Price Loan
Name Date of grant Sema Shares ((Pounds)) Date of grant Stock**
-------------------- --------------- ----------------- ---------- --------------- -------
Pierre Bonelli...... 5 March 1996 327,904 1.42 6 July 1998 55,775
6 May 1997 100,000 3.07 15 October 1999 50,999
24 May 2000 165,000 7.26
31 May 2000 75,000 9.30
William Bitan....... 14 October 1998 11,936 4.80 6 July 1998 28,974
15 October 1999 17,527 7.63 15 October 1999 26,559
24 May 2000 100,000 7.26
31 May 2000 20,000 9.30
Frank Jones......... 14 October 1998 30,849 4.80 6 July 1998 40,714
15 October 1999 17,527 7.63 15 October 1999 37,321
24 May 2000 100,000 7.26
31 May 2000 20,000 9.3
2 April 1999 2,644* 6.38
Tidu Maini.......... 14 October 1998 60,000 4.80 6 July 1998 30,000
24 May 2000 40,000 7.26 15 October 1999 27,431
31 May 2000 10,000 9.30
2 April 1999 1,322* 6.30
- --------
Options, with the exception of those noted as under the Sema plc 1998 Savings-
Related Share Option Scheme, will be exercisable between three and ten years
from the date of grant, subject, in some instances, to the prior satisfaction
of corporate performance targets.
*Options under the Sema plc 1998 Savings-Related Share Option Scheme will
become exercisable from the third, fifth or seventh anniversary of grant,
depending on the savings contract chosen by the option holder.
**The Loan Stock is convertible on the fifth anniversary of its date of issue
if certain performance criteria have been met.
(b) Dealings in Sema Securities
(i) Neither Schlumberger Investments nor Schlumberger nor any director of
Schlumberger Investments or of Schlumberger has dealt in relevant
securities during the disclosure period.
IV-6
(ii) Persons who are or may be deemed to be acting in concert with
Schlumberger Investments or Schlumberger have dealt for value in the
following relevant securities during the disclosure period:
Number of Number of
Sema Sema
Shares Shares
Name Date bought sold Price ((Pounds))
------------------------ ----------------- --------- --------- ----------------
American Express
Management
International.......... 21 September 2000 67,104 11.724
American Express
Management
International.......... 21 September 2000 68,720 11.724
American Express
Management
International.......... 24 November 2000 40,449 3.386
American Express
Management
International.......... 24 November 2000 27,606 3.502
American Express
Management
International.......... 27 November 2000 39,498 3.386
American Express
Management
International.......... 27 November 2000 28,271 3.502
Barings Asset
Management............. 23 March 2000 24,000 13.23
Barings Asset
Management............. 6 September 2000 27,000 11.443
Barings Asset
Management............. 27 October 2000 27,000 9.45
Philippe Investment
Management............. 28 March 2000 15,400 13.387
Philippe Investment
Management............. 25 April 2000 4,700 10.206
Philippe Investment
Management............. 25 April 2000 4,700 10.191
Philippe Investment
Management............. 16 May 2000 6,400 9.795
Philippe Investment
Management............. 23 May 2000 7,000 7.000
Philippe Investment
Management............. 16 November 2000 34,000 6.784
Philippe Investment
Management............. 9 January 2001 61,500 2.541
Philippe Investment
Management............. 25 January 2001 26,500 3.835
(iii) Persons (other than the directors of Sema) who have irrevocably
committed to accept the Offer have dealt for value in the following
relevant securities of Sema during the disclosure period:
BNP Paribas
(i)On 30 May 2000 Paribas Affaires Industrielles, a division of BNP
Paribas, sold 15,275,900 Sema shares at (Pounds)8.60. The shares were
bought by BNP Paribas Equity Derivatives, a division of BNP Paribas, and
used to settle a forward transaction entered into in October 1999.
(ii)On 12 February 2001, BNP Paribas Equity Derivatives bought 4,410,000
Sema shares on the market at a price of (Pounds)5.49692. These shares
were used to settle a forward transaction entered into in November 1999.
(iii)On 12 May 2000, BNP Arbitrage entered into a put option, the period
for which was 15 May 2000 to 19 July 2000, and which concerned 100 Sema
shares. The exercise price was 800p and the premium 36p. This expired
unexercised.
(iv)On 27 October 2000, BNP Arbitrage entered into a call option, the
period for which was 30 October 2000 to 17 January 2001, and which
concerned 1000 Sema shares. The exercise price was 1,250p and the
premium 23p. This expired unexercised.
(v)On 12 February 2001, BNP Paribas sold 10,680 Sema shares, 25,000 Sema
shares and 15,270 Sema shares each at (Pounds)5.50. These dealings were
made for the account of non-discretionary investment clients of BNP
Paribas.
IV-7
For the dealings of BNP Paribas (as principal), see the table below:
Individual dealings in Sema shares from 5 January 2001 to 16 February 2001
Date Number bought Number sold Price ((Euro))
--------------- ------------- ----------- --------------
5 February 2001 1,000 (Euro)7.00
5 February 2001 1,000 (Euro)7.10
5 February 2001 1,000 (Euro)7.00
5 February 2001 3,000 (Euro)7.03
Aggregate dealings in Sema shares from 5 February 2000 to 4 January 2001
Purchase Price per share Sale Price per share
Date Number bought ((Pounds)/FFR) Number sold ((Pounds)/FFR)
--------------------- ------------- --------------------------- ----------- ---------------------------
Low High Low High
------------- ------------- ------------- -------------
05/02/2000-04/05/2000 6,148 (Pounds)13.23 (Pounds)18.25
142,621 (Pounds)10.03 (Pounds)18.25
05/05/2000-04/08/2000 55,102 (Pounds)8.50 (Pounds)10.18
16,234 (Pounds)8.52 (Pounds)10.18
05/08/2000-04/11/2000 42,749 (Pounds)9.85 (Pounds)11.72
05/11/2000-04/01/2001 300,000 (Pounds)2.75 (Pounds)2.75
300,000 (Pounds)2.75 (Pounds)2.88
94,978 FRF 4.6 FRF 6.37
144,978 FRF 4.5 FRF 7.36
IV-8
For the dealings of BNP Paribas Arbitrage (as principal), see the table below:
Individual dealings in Sema shares from 5 January 2001 to 16 February 2001
Date Number bought Number sold Price ((Pounds))
---------------- ------------- ----------- ----------------
9 January 2001 1,800 (Pounds)2.5075
10 January 2001 1,700 (Pounds)2.735
11 January 2001 1,400 (Pounds)3.0575
12 January 2001 2,200 (Pounds)3.50
15 January 2001 270 (Pounds)3.63
15 January 2001 198 (Pounds)3.63
15 January 2001 13,512 (Pounds)3.63
19 January 2001 10,500 (Pounds)3.88
19 January 2001 9,600 (Pounds)3.85
19 January 2001 86 (Pounds)4.02
23 January 2001 1,000 (Pounds)3.525
25 January 2001 200 (Pounds)4.07
25 January 2001 115 (Pounds)3.83
25 January 2001 1,800 (Pounds)4.11
30 January 2001 2,477 (Pounds)3.8175
30 January 2001 9,123 (Pounds)3.8175
5 February 2001 5,000 (Pounds)4.4525
5 February 2001 5,500 (Pounds)4.4175
5 February 2001 100 (Pounds)4.43
8 February 2001 20 (Pounds)4.67
8 February 2001 25 (Pounds)4.6952
8 February 2001 32 (Pounds)4.70
8 February 2001 56 (Pounds)4.67
8 February 2001 74 (Pounds)4.70
8 February 2001 121 (Pounds)4.6975
8 February 2001 151 (Pounds)4.67
9 February 2001 78 (Pounds)4.6624
9 February 2001 200 (Pounds)4.855
9 February 2001 220 (Pounds)4.785
12 February 2001 1,900 (Pounds)5.5175
12 February 2001 1 (Pounds)5.47
12 February 2001 56 (Pounds)5.49
12 February 2001 82 (Pounds)5.475
12 February 2001 100 (Pounds)5.475
12 February 2001 115 (Pounds)5.495
12 February 2001 115 (Pounds)5.515
12 February 2001 115 (Pounds)5.515
12 February 2001 123 (Pounds)5.525
12 February 2001 415 (Pounds)5.3425
12 February 2001 794 (Pounds)5.525
12 February 2001 1,708 (Pounds)5.525
12 February 2001 2,500 (Pounds)5.525
Aggregate dealings in Sema Shares from 5 February 2000 to 4 January 2001
Purchase Price per share Sale Price per share
Date Number bought ((Pounds)/FFR) Number sold ((Pounds)/FFR)
--------------------- ------------- --------------------------- ----------- ---------------------------
Low High Low High
------------ -------------- ------------ --------------
05/02/2000-04/05/2000 2,776,375 (Pounds)9.20 (Pounds)18.35
4,524,159 (Pounds)9.4 (Pounds)18.28
05/05/2000-04.08/2000 3,024,736 (Pounds)7.30 (Pounds)11.05
2,861,656 (Pounds)7.08 (Pounds)11.075
05/08/2000-04/11/2000 5,747,209 (Pounds)8.44 (Pounds)14.185
3,974,145 (Pounds)8.45 (Pounds)14.19
05/11/2000-04/01/2001 1,693,975 (Pounds)2.62 (Pounds)8.88
1,924,373 (Pounds)2.65 (Pounds)8.87
IV-9
(iv) The following advisors of Schlumberger or Schlumberger Investments have
dealt for value in the following relevant securities during the period
between 5 February 2000 and 15 February 2001 (being the latest
practicable date prior to the posting of this document):
(aa) Sema Shares
For the dealings of Morgan Stanley and Co Incorporated, see the table below:
Individual dealings in Sema Shares from 5 January 2001 to 15 February 2001
Date Number bought Number sold Price ((Pounds)/US$)
- --------------------------------- ------------- ----------- --------------------
8 January 2001................... 400 (Pounds)2.53
8 January 2001................... 400 (Pounds)2.53
12 January 2001.................. 1,400 (Pounds)3.50
12 January 2001.................. 1,400 (Pounds)3.50
21 January 2001.................. 3,111 $5.77
2 February 2001.................. 311 (Pounds)3.95
5 February 2001.................. 1,400 (Pounds)4.43
6 February 2001.................. 956 (Pounds)4.53
6 February 2001.................. 1,400 (Pounds)4.53
6 February 2001.................. 1,510 (Pounds)4.53
6 February 2001.................. 1,761 (Pounds)4.53
6 February 2001.................. 3,120 (Pounds)4.53
6 February 2001.................. 7,296 (Pounds)4.53
6 February 2001.................. 16,052 (Pounds)4.53
6 February 2001.................. 19,172 (Pounds)4.53
6 February 2001.................. 29,286 (Pounds)4.53
6 February 2001.................. 34,872 (Pounds)4.53
6 February 2001.................. 44,080 (Pounds)4.53
6 February 2001.................. 55,855 (Pounds)4.53
6 February 2001.................. 151,865 (Pounds)4.53
6 February 2001.................. 181,151 (Pounds)4.53
6 February 2001.................. 263,324 (Pounds)4.53
6 February 2001.................. 810,300 (Pounds)4.53
7 February 2001.................. 944 (Pounds)4.45
7 February 2001.................. 1,490 (Pounds)4.45
7 February 2001.................. 1,739 (Pounds)4.45
7 February 2001.................. 3,080 (Pounds)4.45
7 February 2001.................. 7,204 (Pounds)4.45
7 February 2001.................. 15,848 (Pounds)4.45
7 February 2001.................. 18,928 (Pounds)4.45
7 February 2001.................. 28,914 (Pounds)4.45
7 February 2001.................. 34,428 (Pounds)4.45
7 February 2001.................. 43,520 (Pounds)4.45
7 February 2001.................. 55,145 (Pounds)4.45
7 February 2001.................. 149,935 (Pounds)4.45
7 February 2001.................. 178,849 (Pounds)4.45
7 February 2001.................. 259,976 (Pounds)4.45
7 February 2001.................. 800,000 (Pounds)4.45
Aggregate dealings in Sema Shares from 5 February 2000 to 4 January 2001
Purchase Price per Number Sale Price per share
Date Number bought share((Pounds)/(Euro)/US$) sold ((Pounds)/(Euro)/US$)
- ------------------------ ------------- --------------------------- --------- --------------------------
Low High Low High
------------- ------------- ------------ -------------
5/2/2000 to 4/5/2000.... 28,132* (Pounds)16.98 (Pounds)17.03
$23.81 $27.38
5/2/2000 to 4/5/2000.... 5,881,093 (Pounds)9.79 (Pounds)18.30
$15.08 $16.00
5/2/2000 to 4/5/2000.... 5,881,093 (Pounds)9.55 (Pounds)18.30
$15.97 $26.96
IV-10
Purchase Price per Number Sale Price per share
Date Number bought share((Pounds)/(Euro)/US$) sold ((Pounds)/(Euro)/US$)
- ------------------------ ------------- -------------------------- ---------- --------------------------
Low High Low High
------------ ------------- ------------ -------------
5/5/2000 to 4/8/2000.... 21,000* (Pounds)9.43 (Pounds)9.43
(Pounds)7.27 (Pounds)10.78
5/5/2000 to 4/8/2000.... 2,683,347 (Euro)16.41 (Euro)16.41 2,683,347 (Pounds)7.27 (Pounds)10.78
$13.43 $15.05 (Euro)16.41 (Euro)16.41
5/8/2000 to 4/11/2000... 21,335,317 (Pounds)8.74 (Pounds)13.58
5/8/2000 to 4/11/2000... 21,385,534 (Pounds)8.91 (Pounds)13.58
5/11/2000 to 4/1/2001... 14,291* (Pounds)2.99 (Pounds)6.22
$9.25 $9.25
5/11/2000 to 4/1/2001... 3,786,415 (Pounds)2.79 (Pounds)8.62
$4.18 $10.32
5/11/2000 to 4/1/2001... 3,781,232 (Pounds)2.79 (Pounds)7.74
- --------
*Dealings for discretionary clients
For the dealings of Morgan Stanley & Co. International Limited, see the table
below:
Individual dealings in Sema Shares from 5 January 2001 to 15 February 2001
Date Number bought Number sold Price ((Pounds))
- -------------------------------- ------------- ----------- ----------------
5 February 2001................. 1,500 4.16
5 February 2001................. 2,000 4.05
5 February 2001................. 500 4.38
5 February 2001................. 1,000 4.79
5 February 2001................. 5,000 4.83
5 February 2001................. 2,000 4.43
5 February 2001................. 2,000 4.76
5 February 2001................. 8,000 4.41
5 February 2001................. 8,000 4.43
5 February 2001................. 5,000 4.57
5 February 2001................. 8,000 4.67
5 February 2001................. 2,000 4.76
5 February 2001................. 8,000 4.81
5 February 2001................. 5,000 4.81
5 February 2001................. 8,000 4.40
5 February 2001................. 500 4.16
5 February 2001................. 1,619 4.43
5 February 2001................. 710 4.42
5 February 2001................. 5,000 4.02
5 February 2001................. 2,000 4.63
5 February 2001................. 5,302 4.45
5 February 2001................. 8,000 4.42
5 February 2001................. 5,000 4.49
5 February 2001................. 561 4.42
5 February 2001................. 2,000 4.42
5 February 2001................. 8,000 4.40
5 February 2001................. 2,698 4.45
5 February 2001................. 8,000 4.52
5 February 2001................. 2,000 4.18
5 February 2001................. 8,000 4.67
5 February 2001................. 381 4.43
5 February 2001................. 58 4.21
5 February 2001................. 2,000 4.21
5 February 2001................. 2,000 4.21
5 February 2001................. 2,000 4.60
5 February 2001................. 2,000 4.78
5 February 2001................. 1,703 4.78
5 February 2001................. 2,000 4.40
IV-11
Date Number bought Number sold Price ((Pounds))
- -------------------------------- ------------- ----------- ----------------
5 February 2001................. 2,000 4.15
5 February 2001................. 2,000 4.16
5 February 2001................. 1,312 4.22
5 February 2001................. 297 4.78
5 February 2001................. 4,585 4.72
5 February 2001................. 200 4.72
5 February 2001................. 200 4.72
5 February 2001................. 2,000 4.72
5 February 2001................. 225 4.72
5 February 2001................. 320 4.72
5 February 2001................. 170 4.72
5 February 2001................. 300 4.72
5 February 2001................. 5,000 4.42
5 February 2001................. 5,000 4.39
5 February 2001................. 2,000 4.15
5 February 2001................. 1,000 4.44
5 February 2001................. 630 4.22
5 February 2001................. 5,000 4.58
5 February 2001................. 5,000 4.71
5 February 2001................. 5,000 4.61
5 February 2001................. 2,000 4.62
5 February 2001................. 2,000 4.43
5 February 2001................. 8,000 4.44
5 February 2001................. 2,000 4.43
5 February 2001................. 720 4.44
5 February 2001................. 8,000 4.47
5 February 2001................. 1,500 4.46
5 February 2001................. 1,000 4.07
5 February 2001................. 2,000 4.12
5 February 2001................. 500 4.44
5 February 2001................. 2,000 4.45
5 February 2001................. 2,000 4.42
5 February 2001................. 66 4.34
5 February 2001................. 823 4.34
5 February 2001................. 611 4.34
5 February 2001................. 800 4.34
5 February 2001................. 757 4.34
5 February 2001................. 1,418 4.35
5 February 2001................. 500 4.35
5 February 2001................. 1,000 4.35
5 February 2001................. 1,000 4.35
5 February 2001................. 1,000 4.35
5 February 2001................. 500 4.35
5 February 2001................. 500 4.36
5 February 2001................. 560 4.45
5 February 2001................. 1,800 4.52
5 February 2001................. 2,000 4.54
5 February 2001................. 8,000 4.49
5 February 2001................. 2,000 4.43
5 February 2001................. 2,000 4.40
5 February 2001................. 2,000 4.41
5 February 2001................. 2,000 4.44
5 February 2001................. 2,000 4.44
5 February 2001................. 2,000 4.46
5 February 2001................. 2,000 4.44
IV-12
Date Number bought Number sold Price ((Pounds))
- -------------------------------- ------------- ----------- ----------------
5 February 2001................. 2,000 4.45
5 February 2001................. 2,000 4.42
5 February 2001................. 2,000 4.85
5 February 2001................. 2,000 4.66
5 February 2001................. 1,368 4.66
5 February 2001................. 632 4.67
5 February 2001................. 2,000 4.69
5 February 2001................. 1,500 4.68
5 February 2001................. 2,000 4.67
5 February 2001................. 2,000 4.67
5 February 2001................. 2,000 4.67
5 February 2001................. 2,000 4.69
5 February 2001................. 2,000 4.40
5 February 2001................. 2,000 4.40
5 February 2001................. 2,000 4.39
5 February 2001................. 2,000 4.50
5 February 2001................. 2,000 4.50
5 February 2001................. 2,000 4.36
5 February 2001................. 2,000 4.55
5 February 2001................. 621 4.60
5 February 2001................. 1,500 4.43
5 February 2001................. 2,000 4.43
5 February 2001................. 2,000 4.39
5 February 2001................. 2,000 4.43
5 February 2001................. 2,000 4.45
5 February 2001................. 5,000 4.77
5 February 2001................. 2,000 4.65
5 February 2001................. 2,000 4.58
5 February 2001................. 2,000 4.58
5 February 2001................. 2,000 4.42
5 February 2001................. 1,943 4.07
5 February 2001................. 1,268 3.95
5 February 2001................. 5,000 3.96
5 February 2001................. 1,000 4.43
5 February 2001................. 2,000 4.50
5 February 2001................. 1,000 4.35
5 February 2001................. 500 4.68
5 February 2001................. 2,000 4.75
5 February 2001................. 2,000 4.75
5 February 2001................. 2,000 4.75
5 February 2001................. 2,000 4.38
5 February 2001................. 400 4.60
5 February 2001................. 2,000 4.74
5 February 2001................. 2,000 4.46
5 February 2001................. 5,742 3.95
5 February 2001................. 2,000 4.41
5 February 2001................. 2,000 4.44
5 February 2001................. 2,000 4.61
5 February 2001................. 5,000 4.19
5 February 2001................. 8,000 4.13
5 February 2001................. 2,000 4.16
5 February 2001................. 2,000 4.13
5 February 2001................. 1,000 4.11
5 February 2001................. 73 4.11
5 February 2001................. 1,750 4.11
IV-13
Date Number bought Number sold Price ((Pounds))
- -------------------------------- ------------- ----------- ----------------
5 February 2001................. 177 4.12
5 February 2001................. 200 4.45
5 February 2001................. 1,000 4.45
5 February 2001................. 59 4.43
5 February 2001................. 100 4.43
5 February 2001................. 65 4.43
5 February 2001................. 13 4.43
5 February 2001................. 1,763 4.43
5 February 2001................. 180 4.44
5 February 2001................. 1,100 4.44
5 February 2001................. 1,500 4.44
5 February 2001................. 2,000 4.42
5 February 2001................. 2,000 4.39
5 February 2001................. 2,000 4.74
5 February 2001................. 2,000 4.08
5 February 2001................. 979 4.60
5 February 2001................. 1,440 4.45
5 February 2001................. 200 4.52
5 February 2001................. 2,000 4.60
5 February 2001................. 2,000 4.42
5 February 2001................. 2,000 4.43
5 February 2001................. 2,000 4.43
5 February 2001................. 2,000 4.45
5 February 2001................. 2,000 4.38
5 February 2001................. 2,000 4.81
5 February 2001................. 2,000 4.74
5 February 2001................. 2,000 4.55
5 February 2001................. 5,000 4.44
5 February 2001................. 525 4.35
5 February 2001................. 990 3.95
5 February 2001................. 5,000 4.46
5 February 2001................. 2,000 4.70
5 February 2001................. 2,000 4.75
6 February 2001................. 2,000 4.51
6 February 2001................. 2,000 4.51
6 February 2001................. 2,000 4.51
6 February 2001................. 2,000 4.45
6 February 2001................. 2,000 4.44
6 February 2001................. 2,000 4.47
6 February 2001................. 2,000 4.46
6 February 2001................. 2,000 4.46
6 February 2001................. 10,885 4.49
6 February 2001................. 4,800 4.48
6 February 2001................. 800 4.49
6 February 2001................. 2,000 4.54
6 February 2001................. 2,000 4.53
6 February 2001................. 10,000 4.50
6 February 2001................. 1,000 4.49
6 February 2001................. 1,532 4.51
6 February 2001................. 2,000 4.49
6 February 2001................. 2,000 4.49
6 February 2001................. 5,545 4.48
6 February 2001................. 5,544 4.48
6 February 2001................. 2,000 4.51
6 February 2001................. 800 4.53
IV-14
Date Number bought Number sold Price ((Pounds))
- -------------------------------- ------------- ----------- ----------------
6 February 2001................. 4,300 4.50
6 February 2001................. 38,000 4.51
6 February 2001................. 800 4.50
6 February 2001................. 17,000 4.49
6 February 2001................. 4,115 4.49
6 February 2001................. 4,115 4.48
6 February 2001................. 2,000 4.54
6 February 2001................. 14,000 4.47
6 February 2001................. 13,000 4.47
6 February 2001................. 2,000 4.53
6 February 2001................. 1,138 4.53
6 February 2001................. 12,000 4.50
6 February 2001................. 12,615 4.48
6 February 2001................. 300 4.48
6 February 2001................. 11,000 4.48
6 February 2001................. 1,000 4.54
6 February 2001................. 1,891 4.47
6 February 2001................. 1,890 4.47
6 February 2001................. 4,939 4.40
6 February 2001................. 400 4.47
6 February 2001................. 5,000 4.51
6 February 2001................. 5,000 4.51
6 February 2001................. 800 4.48
6 February 2001................. 700 4.50
6 February 2001................. 10,040 4.50
6 February 2001................. 891 4.48
6 February 2001................. 50,000 4.50
6 February 2001................. 12,500 4.49
6 February 2001................. 17,260 4.50
6 February 2001................. 2,000 4.53
6 February 2001................. 2,000 4.53
6 February 2001................. 2,000 4.54
6 February 2001................. 1,000 4.54
6 February 2001................. 2,000 4.52
6 February 2001................. 6,000 4.53
6 February 2001................. 21,000 4.48
6 February 2001................. 25,000 4.52
6 February 2001................. 11,350 4.52
6 February 2001................. 11,350 4.52
6 February 2001................. 2,882 4.56
6 February 2001................. 24,000 4.57
6 February 2001................. 35,000 4.55
6 February 2001................. 2,000 4.49
6 February 2001................. 15,000 4.47
6 February 2001................. 9,000 4.49
6 February 2001................. 2,000 4.50
6 February 2001................. 1,800 4.47
6 February 2001................. 5,468 4.51
6 February 2001................. 618 4.55
6 February 2001................. 9,000 4.57
6 February 2001................. 400 4.48
6 February 2001................. 5,000 4.48
6 February 2001................. 5,300 4.48
6 February 2001................. 85 4.48
6 February 2001................. 5,000 4.50
IV-15
Date Number bought Number sold Price ((Pounds))
- -------------------------------- ------------- ----------- ----------------
6 February 2001................. 16,800 4.50
6 February 2001................. 10,000 4.48
6 February 2001................. 1,200 4.49
6 February 2001................. 2,000 4.49
6 February 2001................. 4,000 4.50
6 February 2001................. 1,000 4.51
6 February 2001................. 500 4.50
6 February 2001................. 2,000 4.49
6 February 2001................. 940 4.47
6 February 2001................. 686 4.47
6 February 2001................. 257 4.47
7 February 2001................. 1,000 4.42
7 February 2001................. 2,000 4.41
7 February 2001................. 1,000 4.42
7 February 2001................. 4,000 4.42
7 February 2001................. 1,000 4.47
7 February 2001................. 185 4.47
7 February 2001................. 5,000 4.41
7 February 2001................. 2,000 4.42
7 February 2001................. 2,000 4.42
7 February 2001................. 2,000 4.42
7 February 2001................. 2,000 4.42
7 February 2001................. 8,000 4.50
7 February 2001................. 2,000 4.42
7 February 2001................. 2,000 4.42
7 February 2001................. 2,000 4.42
7 February 2001................. 5,000 4.38
7 February 2001................. 5,000 4.38
7 February 2001................. 1,400 4.42
7 February 2001................. 600 4.42
7 February 2001................. 1,000 4.42
7 February 2001................. 2,000 4.46
7 February 2001................. 2,000 4.42
7 February 2001................. 900 4.43
7 February 2001................. 2,000 4.44
7 February 2001................. 2,000 4.43
7 February 2001................. 103,085 4.44
7 February 2001................. 2,000 4.38
7 February 2001................. 97,357 4.40
7 February 2001................. 1,585 4.42
7 February 2001................. 119,960 4.42
7 February 2001................. 1,100 4.42
7 February 2001................. 2,000 4.42
7 February 2001................. 2,000 4.42
7 February 2001................. 2,000 4.41
7 February 2001................. 12,543 4.37
7 February 2001................. 2,000 4.50
7 February 2001................. 2,000 4.42
7 February 2001................. 5,600 4.42
7 February 2001................. 2,500 4.44
7 February 2001................. 415 4.42
7 February 2001................. 2,000 4.39
7 February 2001................. 2,000 4.42
7 February 2001................. 2,000 4.45
7 February 2001................. 2,400 4.43
IV-16
Date Number bought Number sold Price ((Pounds))
- -------------------------------- ------------- ----------- ----------------
7 February 2001................. 2,000 4.35
7 February 2001................. 2,000 4.42
7 February 2001................. 8,000 4.41
7 February 2001................. 900 4.44
7 February 2001................. 1,100 4.44
7 February 2001................. 1,287 4.44
7 February 2001................. 3,850 4.44
7 February 2001................. 113 4.44
7 February 2001................. 2,000 4.44
7 February 2001................. 3,850 4.44
7 February 2001................. 3,037 4.44
7 February 2001................. 750 4.44
7 February 2001................. 63 4.44
7 February 2001................. 937 4.44
7 February 2001................. 700 4.44
7 February 2001................. 500 4.44
7 February 2001................. 750 4.44
7 February 2001................. 250 4.44
7 February 2001................. 213 4.44
7 February 2001................. 500 4.44
7 February 2001................. 2,000 4.45
8 February 2001................. 2,000 4.53
8 February 2001................. 2,000 4.58
8 February 2001................. 1,166 4.58
8 February 2001................. 2,000 4.70
8 February 2001................. 2,000 4.73
8 February 2001................. 1,196 4.69
8 February 2001................. 1,757 4.56
8 February 2001................. 2,000 4.57
8 February 2001................. 902 4.70
8 February 2001................. 1,098 4.70
8 February 2001................. 40 4.70
8 February 2001................. 5,000 4.70
8 February 2001................. 5,000 4.69
8 February 2001................. 2,000 4.72
8 February 2001................. 2,000 4.72
8 February 2001................. 1,500 4.64
8 February 2001................. 500 4.64
8 February 2001................. 2,000 4.56
8 February 2001................. 2,000 4.72
8 February 2001................. 2,000 4.74
8 February 2001................. 1,164 4.71
8 February 2001................. 3,836 4.71
8 February 2001................. 804 4.69
8 February 2001................. 8,000 4.69
8 February 2001................. 2,000 4.67
8 February 2001................. 2,000 4.54
8 February 2001................. 5,000 4.62
8 February 2001................. 660 4.68
8 February 2001................. 1,340 4.68
8 February 2001................. 2,000 4.67
8 February 2001................. 1,000 4.67
8 February 2001................. 2,000 4.50
8 February 2001................. 5,000 4.65
8 February 2001................. 612 4.50
IV-17
Date Number bought Number sold Price ((Pounds))
- -------------------------------- ------------- ----------- ----------------
8 February 2001................. 144 4.50
8 February 2001................. 244 4.50
8 February 2001................. 2,000 4.68
8 February 2001................. 8,000 4.70
8 February 2001................. 2,000 4.68
8 February 2001................. 2,000 4.66
8 February 2001................. 100 4.66
8 February 2001................. 1,000 4.67
8 February 2001................. 2,000 4.67
8 February 2001................. 2,000 4.50
8 February 2001................. 900 4.66
8 February 2001................. 8,000 4.53
8 February 2001................. 5,000 4.67
8 February 2001................. 5,000 4.68
8 February 2001................. 2,000 4.69
8 February 2001................. 2,000 4.68
8 February 2001................. 2,000 4.69
8 February 2001................. 5,000 4.55
8 February 2001................. 2,000 4.68
8 February 2001................. 2,000 4.68
9 February 2001................. 2,000 4.85
9 February 2001................. 7,866 4.79
9 February 2001................. 171 4.78
9 February 2001................. 2,000 4.78
9 February 2001................. 2,000 4.78
9 February 2001................. 2,000 4.78
9 February 2001................. 2,000 4.67
9 February 2001................. 2,000 4.67
9 February 2001................. 1,000 4.92
9 February 2001................. 1,000 4.92
9 February 2001................. 1,866 4.76
9 February 2001................. 134 4.75
9 February 2001................. 500 4.86
9 February 2001................. 1,500 4.86
9 February 2001................. 134 4.79
9 February 2001................. 2,500 4.79
9 February 2001................. 2,000 4.78
9 February 2001................. 2,000 4.86
9 February 2001................. 1,829 4.79
9 February 2001................. 2,000 4.86
9 February 2001................. 2,000 4.86
9 February 2001................. 2,000 4.87
9 February 2001................. 5,000 4.74
9 February 2001................. 2,000 4.86
9 February 2001................. 2,000 4.86
9 February 2001................. 2,000 4.86
9 February 2001................. 500 4.86
9 February 2001................. 2,000 4.85
9 February 2001................. 1,500 4.86
9 February 2001................. 2,000 4.85
9 February 2001................. 1,000 4.84
9 February 2001................. 2,000 4.86
9 February 2001................. 2,173 4.73
9 February 2001................. 2,000 4.67
9 February 2001................. 8,000 4.72
IV-18
Date Number bought Number sold Price ((Pounds))
- -------------------------------- ------------- ----------- ----------------
9 February 2001................. 5,000 4.73
9 February 2001................. 1,100 4.76
9 February 2001................. 900 4.77
9 February 2001................. 2,000 4.75
9 February 2001................. 2,000 4.76
9 February 2001................. 2,000 4.89
9 February 2001................. 2,000 4.89
9 February 2001................. 742 4.80
9 February 2001................. 500 4.66
9 February 2001................. 628 4.68
9 February 2001................. 500 4.77
9 February 2001................. 500 4.77
9 February 2001................. 1,000 4.84
9 February 2001................. 500 4.84
9 February 2001................. 1,277 4.84
9 February 2001................. 3,173 4.66
9 February 2001................. 2,000 4.66
9 February 2001................. 2,000 4.65
9 February 2001................. 2,000 4.65
9 February 2001................. 2,000 4.68
9 February 2001................. 1,000 4.76
9 February 2001................. 2,000 4.76
9 February 2001................. 5,000 4.78
9 February 2001................. 5,000 4.66
9 February 2001................. 2,000 4.66
9 February 2001................. 2,000 4.66
9 February 2001................. 1,500 4.66
9 February 2001................. 2,000 4.66
9 February 2001................. 8,000 4.76
9 February 2001................. 2,000 4.77
9 February 2001................. 2,500 4.78
9 February 2001................. 2,600 4.84
9 February 2001................. 7,258 4.80
9 February 2001................. 1,372 4.68
9 February 2001................. 8,000 4.91
9 February 2001................. 71,350 4.91
9 February 2001................. 26,250 4.90
9 February 2001................. 200 4.78
9 February 2001................. 8,000 4.78
9 February 2001................. 2,623 4.84
9 February 2001................. 1,800 4.78
Aggregate dealings in Sema Shares from 5 February 2000 to 4 January 2001
Purchase Price per share Sale Price per share
Date Number bought ((Pounds)/(Euro)/US$) Number sold ((Pounds)/(Euro)/US$)
- ------------------------ ------------- ----------------------------- ----------- ---------------------------
Low High Low High
-------------- -------------- ------------- -------------
5/2/2000 to 4/5/2000.... 122,722 (Pounds)9.90 (Pounds)17.59 503,656 (Pounds)9.90 (Pounds)17.58
$15.93 $15.95
5/5/2000 to 4/8/2000.... 31,300 (Pounds)8.522 (Pounds)9.786 1,320,516 (Pounds)8.56 (Pounds)10.15
$10.97 $15.83
5/8/2000 to 4/11/2000... 3,620,685 (Pounds)13.127 (Pounds)13.127 3,032,218 (Pounds)13.13 (Pounds)13.13
$12.375 $12.375 $15.55 $15.55
(Euro)18.97 (Euro)18.97
5/11/2000 to 4/1/2001... 278,679 (Pounds)11.821 (Pounds)12.889 278,684 (Pounds)7.23 (Pounds)12.89
IV-19
For the dealings of Morgan Stanley Dean Witter Bank Limited, Milan branch
(formerly known as Banca Morgan Stanley S.p.A.), see the table below:
Aggregate dealings in Sema Shares from 5 February 2000 to 4 January 2001
Purchase Price per Sale Price per share
Date Number bought share((Pounds)/(Euro)/US$) Number sold ((Pounds)/(Euro)/US$)
- ------------------------ ------------- --------------------------- ----------- -------------------------
Low High Low High
------------- ------------- ------------ ------------
5/2/2000 to 4/5/2000.... 75,600* (Pounds)10.13 (Pounds)17.67
5/5/2000 to 4/8/2000.... 1,000* (Pounds)8.89 (Pounds)8.89
5/5/2000 to 4/8/2000.... 57,100* (Pounds)9.45 (Pounds)9.45
5/11/2000 to 4/1/2001... 5,000* (Pounds)6.99 (Pounds)6.99
5/11/2000 to 4/1/2001... 44,000* (Pounds)2.87 (Pounds)2.87
- --------
*Dealings for discretionary clients
For the dealings of Morgan Stanley Securities Limited, see the table below:
Individual dealings in Sema Shares from 5 January 2001 to 15 February 2001
Date Number bought Number sold Price ((Pounds)/(Euro)/US$)
- -------------------------- ------------- ----------- ---------------------------
9 January 2001............ 34,650 (Pounds)2.52
21 January 2001........... 2,000 (Pounds)3.95
1 February 2001........... 2,700 (Pounds)3.74
Aggregate dealings in Sema Shares from 5 February 2000 to 4 January 2001
Purchase Price per share Sale Price per share
Date Number bought ((Pounds)/(Euro)/US$) Number sold ((Pounds)/(Euro)/US$)
- ------------------------ ------------- ----------------------------- ----------- -----------------------------
Low High Low High
-------------- -------------- -------------- --------------
5/2/2000 to 4/5/2000.... 279,073 (Pounds)9.69 (Pounds)16.94
5/2/2000 to 4/5/2000.... 13,374 (Pounds)10.08 (Pounds)18.00
5/5/2000 to 4/8/2000.... 49,427 (Pounds)7.33 (Pounds)10.27
5/5/2000 to 4/8/2000.... 93,378 (Pounds)8.56 (Pounds)9.60
5/8/2000 to 4/11/2000... 32,095 (Pounds)10.20 (Pounds)12.39
5/8/2000 to 4/11/2000... 105,735 (Pounds)10.18 (Pounds)12.77
5/11/2000 to 4/1/2001... 30,000 (Pounds)2.56 (Pounds)7.90
5/11/2000 to 4/1/2001... 45,208 (Pounds)2.77 (Pounds)3.03
For the dealings of Bank Morgan Stanley AG, see table below:
Aggregate dealings in Sema Shares from 5 February 2000 to 4 January 2001
Purchase Price per Sale Price per share
Date Number bought share ((Pounds)/(Euro)/US$) Number sold ((Pounds)/(Euro)/US$)
- ------------------------ ------------- ----------------------------- ----------- -----------------------------
Low High Low High
-------------- -------------- -------------- --------------
5/2/2000 to 4/5/2000.... 376,226 (Pounds)10.02 (Pounds)17.67
5/2/2000 to 4/5/2000.... 2,700 (Pounds)11.21 (Pounds)11.21
5/5/2000 to 4/8/2000.... 130,600 (Pounds)10.51 (Pounds)8.53
5/5/2000 to 4/8/2000.... 133,410 (Pounds)10.25 (Pounds)8.63
5/8/2000 to 4/11/2000... 6,680 (Pounds)9.79 (Pounds)11.95
5/8/2000 to 4/11/2000... 32,669 (Pounds)10.23 (Pounds)12.08
5/11/2000 to 4/1/2001... 363,440 (Pounds)2.72 (Pounds)7.12
For the dealings of Morgan Stanley Dean Witter Investment Management Inc., see
the table below:
Individual dealings in Sema shares from 5 January 2001 to 15 February 2001
Date Number bought Number sold Price ((Pounds)/Euro/US$)
- ---------------------------- ------------- ----------- -------------------------
8 January 2001.............. 5,385 (Pounds)2.59
8 January 2001.............. 1,745 (Pounds)2.59
30 January 2001............. 98 (Pounds)4.01
IV-20
Aggregate dealings in Sema Shares from 5 February 2000 to 4 January 2001
Purchase Price per Number Sale Price per share
Date Number bought share ((Pounds)/(Euro)/US$) sold ((Pounds)/(Euro)/US$)
- ------------------------ ------------- --------------------------- ------ ---------------------------
Low High Low High
------------- ------------- ------------- -------------
5/2/2000 to 4/5/2000.... 74,727 (Pounds)10.15 (Pounds)18.11
5/2/2000 to 4/5/2000.... 74,896 (Pounds)10.26 (Pounds)17.25
5/5/2000 to 4/8/2000.... 111 (Pounds)7.31 (Pounds)10.18
5/5/2000 to 4/8/2000.... 166,359 (Pounds)9.40 (Pounds)10.83
5/8/2000 to 4/11/2000... 4,863 (Pounds)11.50 (Pounds)11.50
5/8/2000 to 4/11/2000... 46,723 (Pounds)9.80 (Pounds)11.42
5/11/2000 to 4/1/2001... 240 (Pounds)7.70 (Pounds)7.70
5/11/2000 to 4/1/2001... 1,201 (Pounds)2.90 (Pounds)2.90
For the dealings of Dean Witter Associates in Sema Shares, see the table below:
Aggregate dealings in Sema Shares from 5 February 2000 to 4 November 2000
Purchase Price per Number Sale Price per share
Date Number bought share ((Pounds)/(Euro)/US$) sold ((Pounds)/(Euro)/US$)
- ------------------------ ------------- --------------------------- ------ ---------------------------
Low High Low High
------------- ------------- ------------- -------------
5/1/2000 to 4/5/2000.... 89,352 (Pounds)17.18 (Pounds)27.19
3,130 (Pounds)14.75 (Pounds)14.75
(bb) Sema Shares traded on Euronext Paris
For the dealings of Morgan Stanley & Co. Incorporated, see the tables below:
Individual dealings in Sema Shares from 5 January 2001 to 15 February 2001
Date Number bought Number sold Price ((Pounds)/(Euro)/US$)
- -------------------------- ------------- ----------- ---------------------------
17 January 2001........... 10,000 (Pounds)5.68
17 January 2001........... 10,000 (Pounds)5.68
Aggregate dealings in Sema Shares from 5 February 2000 to 4 January 2001
Purchase Price per Number Sale Price per share
Date Number bought share ((Euro)) sold ((Euro))
- ------------------------ ------------- ------------------- ------ ---------------------
Low High Low High
--------- --------- ---------- ----------
5/2/2000 to 4/5/2000.... 18,900 21.37 24.03
5/2/2000 to 4/5/2000.... 18,900 21.37 24.03
5/5/2000 to 4/8/2000.... 4,800 16.48 16.48
5/5/2000 to 4/8/2000.... 4,800 16.48 16.48
5/8/2000 to 4/11/2000... 1,000 16.19 16.19
5/8/2000 to 4/11/2000... 1,000 16.19 16.19
5/11/2000 to 4/1/2001... 700 4.74 4.74
5/11/2000 to 4/1/2001... 700 4.74 4.74
For the dealings of Morgan Stanley & Co. International Limited, see the table
below:
Individual dealings in Sema Shares from 5 January 2001 to 15 February 2001
Date Number bought Number sold Price ((Euro))
- ---------------------------------- ------------- ----------- --------------
5 January 2001.................... 11,460 4.27
8 January 2001.................... 16,548 4.20
9 January 2001.................... 921 4.02
10 January 2001................... 119 4.19
11 January 2001................... 11,946 4.86
12 January 2001................... 17,102 5.60
17 January 2001................... 10,000 5.71
17 January 2001................... 10,000 5.68
19 January 2001................... 1,500 6.25
19 January 2001................... 1,500 6.24
22 January 2001................... 1,200 6.29
IV-21
Date Number bought Number sold Price ((Euro))
- ---------------------------------- ------------- ----------- --------------
22 January 2001................... 1,200 6.27
24 January 2001................... 3,873 5.96
25 January 2001................... 2,748 6.45
25 January 2001................... 2,115 6.48
26 January 2001................... 1,890 6.15
26 January 2001................... 6,396 6.24
26 January 2001................... 3,342 6.14
26 January 2001................... 100,000 6.29
26 January 2001................... 8,004 6.30
26 January 2001................... 103,342 6.29
29 January 2001................... 2,150 6.12
29 January 2001................... 2,150 6.14
29 January 2001................... 8,004 6.30
30 January 2001................... 5,000 6.35
30 January 2001................... 5,000 6.29
30 January 2001................... 2,138 6.23
30 January 2001................... 2,138 6.21
31 January 2001................... 1,000 5.96
31 January 2001................... 1,000 5.96
1 February 2001................... 14,871 6.00
1 February 2001................... 200 5.91
2 February 2001................... 27,217 6.23
2 February 2001................... 1,600 6.22
5 February 2001................... 2,923 6.70
5 February 2001................... 58,816 6.94
5 February 2001................... 50,228 7.13
5 February 2001................... 1,805 6.65
5 February 2001................... 2,004 6.65
5 February 2001................... 400 6.49
5 February 2001................... 400 6.66
5 February 2001................... 82 6.49
5 February 2001................... 2,856 6.72
5 February 2001................... 339 6.54
5 February 2001................... 200 6.49
5 February 2001................... 670 6.50
5 February 2001................... 200 6.47
5 February 2001................... 61 6.54
5 February 2001................... 100 6.92
5 February 2001................... 100 6.92
5 February 2001................... 1,904 6.92
5 February 2001................... 11 7.08
5 February 2001................... 480 7.08
5 February 2001................... 270 7.08
5 February 2001................... 280 7.47
5 February 2001................... 200 7.47
5 February 2001................... 200 7.44
5 February 2001................... 200 7.44
5 February 2001................... 39 7.09
5 February 2001................... 662 7.10
5 February 2001................... 60 7.10
5 February 2001................... 1,000 7.10
5 February 2001................... 1,138 7.11
5 February 2001................... 862 7.11
5 February 2001................... 350 7.10
5 February 2001................... 459 7.10
IV-22
Date Number bought Number sold Price ((Euro))
- ---------------------------------- ------------- ----------- --------------
5 February 2001................... 400 6.96
5 February 2001................... 400 7.04
5 February 2001................... 200 7.00
5 February 2001................... 1,424 7.47
5 February 2001................... 300 7.28
5 February 2001................... 111 7.28
5 February 2001................... 1,000 7.27
5 February 2001................... 160 7.27
5 February 2001................... 150 7.27
5 February 2001................... 3,000 7.27
5 February 2001................... 4,360 7.28
5 February 2001................... 80 7.27
5 February 2001................... 3,850 7.26
5 February 2001................... 400 7.26
5 February 2001................... 2,020 7.26
5 February 2001................... 177 7.26
5 February 2001................... 1,731 7.27
5 February 2001................... 2,000 7.27
5 February 2001................... 100 7.26
5 February 2001................... 400 7.26
5 February 2001................... 1,807 7.26
5 February 2001................... 132 7.25
5 February 2001................... 3,000 7.25
5 February 2001................... 1,000 7.25
5 February 2001................... 1,517 7.25
5 February 2001................... 55 7.28
5 February 2001................... 1,000 7.28
5 February 2001................... 200 7.28
5 February 2001................... 18 7.28
5 February 2001................... 560 7.36
5 February 2001................... 450 7.40
5 February 2001................... 500 7.40
5 February 2001................... 200 7.40
5 February 2001................... 194 7.40
5 February 2001................... 200 6.68
5 February 2001................... 160 6.66
5 February 2001................... 40 6.66
5 February 2001................... 50 6.48
5 February 2001................... 100 6.48
5 February 2001................... 200 6.49
5 February 2001................... 50 6.48
5 February 2001................... 200 6.52
5 February 2001................... 1 6.52
5 February 2001................... 199 6.52
5 February 2001................... 200 6.55
5 February 2001................... 200 6.55
5 February 2001................... 191 6.53
5 February 2001................... 200 6.54
5 February 2001................... 8,816 6.90
5 February 2001................... 200 6.91
5 February 2001................... 420 6.93
5 February 2001................... 200 6.92
5 February 2001................... 1,050 6.93
5 February 2001................... 662 6.93
5 February 2001................... 7,868 6.93
IV-23
Date Number bought Number sold Price ((Euro))
- ---------------------------------- ------------- ----------- --------------
5 February 2001................... 200 6.95
5 February 2001................... 300 6.95
5 February 2001................... 260 6.95
5 February 2001................... 5,000 6.95
5 February 2001................... 300 6.96
5 February 2001................... 50 6.96
5 February 2001................... 400 6.96
5 February 2001................... 1,100 6.96
5 February 2001................... 1,000 6.96
5 February 2001................... 120 6.96
5 February 2001................... 500 6.96
5 February 2001................... 3,000 6.96
5 February 2001................... 1,000 6.96
5 February 2001................... 400 6.96
5 February 2001................... 900 6.96
5 February 2001................... 300 6.96
5 February 2001................... 500 6.96
5 February 2001................... 150 6.96
5 February 2001................... 50 6.95
5 February 2001................... 500 6.95
5 February 2001................... 2,890 6.95
5 February 2001................... 700 6.95
5 February 2001................... 300 6.95
5 February 2001................... 132 7.45
5 February 2001................... 280 6.96
5 February 2001................... 1,000 6.96
5 February 2001................... 200 6.96
5 February 2001................... 600 6.96
5 February 2001................... 600 6.96
5 February 2001................... 5,000 6.96
5 February 2001................... 10,000 6.96
5 February 2001................... 1,200 6.96
5 February 2001................... 400 6.96
5 February 2001................... 1,000 6.96
5 February 2001................... 200 7.03
6 February 2001................... 49,568 7.20
6 February 2001................... 3,190 7.22
6 February 2001................... 150 7.16
6 February 2001................... 50 7.17
6 February 2001................... 150 7.18
6 February 2001................... 240 7.18
6 February 2001................... 200 7.20
6 February 2001................... 200 7.20
6 February 2001................... 400 7.19
6 February 2001................... 200 7.21
6 February 2001................... 200 7.30
6 February 2001................... 400 7.33
6 February 2001................... 200 7.18
6 February 2001................... 200 7.22
6 February 2001................... 200 7.21
6 February 2001................... 200 7.18
6 February 2001................... 200 7.18
6 February 2001................... 106 7.20
6 February 2001................... 1,050 7.20
6 February 2001................... 277 7.20
IV-24
Date Number bought Number sold Price ((Euro))
- ---------------------------------- ------------- ----------- --------------
6 February 2001................... 300 7.20
6 February 2001................... 170 7.20
6 February 2001................... 674 7.20
6 February 2001................... 2,000 7.20
6 February 2001................... 621 7.20
6 February 2001................... 150 7.20
6 February 2001................... 650 7.20
6 February 2001................... 37 7.20
6 February 2001................... 200 7.20
6 February 2001................... 423 7.20
6 February 2001................... 700 7.20
6 February 2001................... 106 7.20
6 February 2001................... 593 7.20
6 February 2001................... 22 7.20
6 February 2001................... 1,689 7.20
6 February 2001................... 471 7.20
6 February 2001................... 300 7.20
6 February 2001................... 1,000 7.20
6 February 2001................... 100 7.20
6 February 2001................... 1,000 7.20
6 February 2001................... 40 7.20
6 February 2001................... 120 7.20
6 February 2001................... 560 7.20
6 February 2001................... 1,611 7.20
6 February 2001................... 459 7.20
6 February 2001................... 100 7.19
6 February 2001................... 200 7.20
6 February 2001................... 200 7.19
6 February 2001................... 520 7.17
6 February 2001................... 600 7.17
6 February 2001................... 350 7.17
6 February 2001................... 500 7.17
6 February 2001................... 200 7.18
6 February 2001................... 200 7.21
6 February 2001................... 1,075 7.19
6 February 2001................... 466 7.19
6 February 2001................... 229 7.19
6 February 2001................... 210 7.22
6 February 2001................... 22 7.22
6 February 2001................... 178 7.22
6 February 2001................... 200 7.22
6 February 2001................... 2,000 7.18
6 February 2001................... 530 7.20
6 February 2001................... 500 7.20
6 February 2001................... 200 7.28
6 February 2001................... 711 7.14
6 February 2001................... 200 7.18
6 February 2001................... 200 7.20
6 February 2001................... 200 7.23
6 February 2001................... 200 7.17
6 February 2001................... 300 7.20
6 February 2001................... 5 7.18
6 February 2001................... 193 7.19
6 February 2001................... 518 7.18
6 February 2001................... 750 7.18
IV-25
Date Number bought Number sold Price ((Euro))
- ---------------------------------- ------------- ----------- --------------
6 February 2001................... 2 7.18
6 February 2001................... 702 7.18
6 February 2001................... 13 7.20
6 February 2001................... 1,630 7.20
6 February 2001................... 250 7.20
6 February 2001................... 424 7.20
6 February 2001................... 805 7.20
6 February 2001................... 295 7.20
6 February 2001................... 560 7.20
6 February 2001................... 635 7.20
6 February 2001................... 2,310 7.20
6 February 2001................... 49 7.20
6 February 2001................... 100 7.20
6 February 2001................... 266 7.20
6 February 2001................... 400 7.20
6 February 2001................... 20 7.20
6 February 2001................... 420 7.20
6 February 2001................... 700 7.20
6 February 2001................... 1,014 7.20
6 February 2001................... 1,000 7.20
6 February 2001................... 276 7.20
6 February 2001................... 2,336 7.20
6 February 2001................... 100 7.20
6 February 2001................... 130 7.20
6 February 2001................... 190 7.19
6 February 2001................... 233 7.20
6 February 2001................... 1,073 7.20
6 February 2001................... 1,650 7.20
6 February 2001................... 200 7.18
6 February 2001................... 200 7.15
6 February 2001................... 50 7.20
6 February 2001................... 150 7.20
6 February 2001................... 200 7.21
6 February 2001................... 250 7.20
6 February 2001................... 435 7.20
6 February 2001................... 2,000 7.18
6 February 2001................... 100 7.20
6 February 2001................... 1 7.22
6 February 2001................... 57 7.22
6 February 2001................... 400 7.20
6 February 2001................... 400 7.20
6 February 2001................... 156 7.20
6 February 2001................... 200 7.20
7 February 2001................... 600 7.07
7 February 2001................... 210 7.07
7 February 2001................... 200 7.06
7 February 2001................... 200 7.12
7 February 2001................... 200 7.12
7 February 2001................... 200 7.09
7 February 2001................... 200 7.08
7 February 2001................... 200 7.08
7 February 2001................... 200 7.08
7 February 2001................... 200 7.10
7 February 2001................... 66 7.12
7 February 2001................... 1,000 7.05
IV-26
Date Number bought Number sold Price ((Euro))
- ---------------------------------- ------------- ----------- --------------
7 February 2001................... 100 7.07
7 February 2001................... 250 7.07
7 February 2001................... 40 7.10
7 February 2001................... 82 7.14
7 February 2001................... 200 7.14
7 February 2001................... 614 7.10
7 February 2001................... 1,772 7.14
7 February 2001................... 228 7.14
7 February 2001................... 200 7.13
7 February 2001................... 400 7.11
7 February 2001................... 438 7.05
7 February 2001................... 178 7.05
7 February 2001................... 280 6.97
7 February 2001................... 2,200 6.93
7 February 2001................... 920 6.93
7 February 2001................... 200 6.98
7 February 2001................... 91 6.91
7 February 2001................... 320 6.93
7 February 2001................... 1,200 6.93
7 February 2001................... 200 6.93
7 February 2001................... 212 6.93
7 February 2001................... 400 7.06
7 February 2001................... 3,815 7.02
7 February 2001................... 100 7.06
7 February 2001................... 1,000 7.07
7 February 2001................... 170 7.11
7 February 2001................... 152 7.11
7 February 2001................... 200 7.10
7 February 2001................... 5,364 7.11
7 February 2001................... 78 7.11
7 February 2001................... 100 7.07
7 February 2001................... 6,350 7.07
7 February 2001................... 200 7.07
7 February 2001................... 4,125 7.07
7 February 2001................... 3,812 7.07
7 February 2001................... 1,563 7.08
7 February 2001................... 200 6.96
7 February 2001................... 200 6.97
7 February 2001................... 200 7.11
7 February 2001................... 200 7.13
7 February 2001................... 2,082 7.12
7 February 2001................... 200 7.10
7 February 2001................... 44,112 7.06
7 February 2001................... 3,097 7.05
7 February 2001................... 300 7.05
7 February 2001................... 200 7.06
7 February 2001................... 400 7.09
7 February 2001................... 12 7.07
7 February 2001................... 188 7.07
7 February 2001................... 250 7.08
7 February 2001................... 150 7.08
7 February 2001................... 200 7.04
7 February 2001................... 200 7.07
7 February 2001................... 400 7.12
7 February 2001................... 86 6.94
IV-27
Date Number bought Number sold Price ((Euro))
- ---------------------------------- ------------- ----------- --------------
7 February 2001................... 114 6.94
7 February 2001................... 129 6.95
7 February 2001................... 68 6.95
7 February 2001................... 200 6.95
7 February 2001................... 200 7.09
8 February 2001................... 8,205 7.50
8 February 2001................... 8,405 7.50
8 February 2001................... 200 7.26
8 February 2001................... 130 7.34
8 February 2001................... 200 7.36
8 February 2001................... 100 7.34
8 February 2001................... 500 7.34
8 February 2001................... 200 7.32
8 February 2001................... 75 7.27
8 February 2001................... 200 7.27
8 February 2001................... 200 7.55
8 February 2001................... 500 7.56
8 February 2001................... 200 7.59
8 February 2001................... 500 7.58
8 February 2001................... 200 7.56
8 February 2001................... 200 7.60
8 February 2001................... 200 7.56
8 February 2001................... 200 7.55
8 February 2001................... 400 7.48
8 February 2001................... 200 7.52
8 February 2001................... 369 7.58
8 February 2001................... 30 7.58
8 February 2001................... 1 7.58
8 February 2001................... 500 7.51
8 February 2001................... 100 7.53
8 February 2001................... 198 7.53
8 February 2001................... 202 7.53
8 February 2001................... 500 7.61
8 February 2001................... 130 7.56
8 February 2001................... 370 7.62
8 February 2001................... 609 7.49
8 February 2001................... 91 7.49
8 February 2001................... 150 7.47
8 February 2001................... 50 7.47
8 February 2001................... 500 7.48
8 February 2001................... 70 7.34
8 February 2001................... 205 7.31
8 February 2001................... 500 7.32
8 February 2001................... 200 7.37
8 February 2001................... 155 7.36
8 February 2001................... 45 7.36
8 February 2001................... 30 7.35
8 February 2001................... 150 7.56
8 February 2001................... 200 7.37
8 February 2001................... 500 7.42
8 February 2001................... 200 7.59
8 February 2001................... 50 7.56
8 February 2001................... 200 7.56
8 February 2001................... 200 7.55
8 February 2001................... 200 7.55
IV-28
Date Number bought Number sold Price ((Euro))
- ---------------------------------- ------------- ----------- --------------
8 February 2001................... 200 7.50
8 February 2001................... 200 7.28
8 February 2001................... 200 7.23
8 February 2001................... 200 7.56
8 February 2001................... 200 7.63
8 February 2001................... 500 7.60
8 February 2001................... 200 7.59
8 February 2001................... 188 7.57
8 February 2001................... 12 7.57
8 February 2001................... 500 7.58
8 February 2001................... 200 7.56
8 February 2001................... 200 7.51
8 February 2001................... 500 7.50
8 February 2001................... 500 7.52
8 February 2001................... 500 7.53
8 February 2001................... 500 7.60
8 February 2001................... 500 7.60
8 February 2001................... 200 7.56
9 February 2001................... 14,731 7.68
9 February 2001................... 14,731 7.68
9 February 2001................... 200 7.83
9 February 2001................... 500 7.75
9 February 2001................... 471 7.88
9 February 2001................... 29 7.88
9 February 2001................... 500 7.82
9 February 2001................... 80 7.48
9 February 2001................... 120 7.48
9 February 2001................... 133 7.56
9 February 2001................... 367 7.58
9 February 2001................... 20 7.57
9 February 2001................... 130 7.58
9 February 2001................... 500 7.55
9 February 2001................... 200 7.53
9 February 2001................... 200 7.45
9 February 2001................... 200 7.49
9 February 2001................... 500 7.65
9 February 2001................... 500 7.62
9 February 2001................... 200 7.61
9 February 2001................... 500 7.57
9 February 2001................... 400 7.58
9 February 2001................... 200 7.58
9 February 2001................... 170 7.60
9 February 2001................... 530 7.61
9 February 2001................... 200 7.60
9 February 2001................... 200 7.78
9 February 2001................... 200 7.79
9 February 2001................... 200 7.78
9 February 2001................... 500 7.71
9 February 2001................... 474 7.67
9 February 2001................... 200 7.70
9 February 2001................... 120 7.78
9 February 2001................... 80 7.78
9 February 2001................... 700 7.80
9 February 2001................... 500 7.80
9 February 2001................... 500 7.79
IV-29
Date Number bought Number sold Price ((Euro))
- ---------------------------------- ------------- ----------- --------------
9 February 2001................... 50 7.65
9 February 2001................... 400 7.65
9 February 2001................... 54 7.67
9 February 2001................... 450 7.66
9 February 2001................... 400 7.68
9 February 2001................... 100 7.67
9 February 2001................... 500 7.68
9 February 2001................... 26 7.67
9 February 2001................... 500 7.66
9 February 2001................... 200 7.65
9 February 2001................... 500 7.64
9 February 2001................... 200 7.65
9 February 2001................... 200 7.68
9 February 2001................... 227 7.67
9 February 2001................... 200 7.68
9 February 2001................... 200 7.70
9 February 2001................... 500 7.67
9 February 2001................... 200 7.69
9 February 2001................... 500 7.68
9 February 2001................... 35 7.69
9 February 2001................... 465 7.69
9 February 2001................... 150 7.70
9 February 2001................... 500 7.68
9 February 2001................... 114 7.66
9 February 2001................... 54 7.67
9 February 2001................... 86 7.66
9 February 2001................... 500 7.71
9 February 2001................... 200 7.59
9 February 2001................... 200 7.59
9 February 2001................... 150 7.59
9 February 2001................... 500 7.58
9 February 2001................... 184 7.60
9 February 2001................... 200 7.60
9 February 2001................... 200 7.58
9 February 2001................... 500 7.58
9 February 2001................... 200 7.60
9 February 2001................... 16 7.60
9 February 2001................... 500 7.65
9 February 2001................... 200 7.69
9 February 2001................... 90 7.68
9 February 2001................... 220 7.69
9 February 2001................... 7 7.69
9 February 2001................... 50 7.70
9 February 2001................... 500 7.66
9 February 2001................... 110 7.68
9 February 2001................... 200 7.69
9 February 2001................... 200 7.64
9 February 2001................... 500 7.64
9 February 2001................... 300 7.79
9 February 2001................... 200 7.79
9 February 2001................... 100 7.80
9 February 2001................... 400 7.80
9 February 2001................... 100 7.81
9 February 2001................... 500 7.80
9 February 2001................... 100 7.81
IV-30
Date Number bought Number sold Price ((Euro))
- ---------------------------------- ------------- ----------- --------------
9 February 2001................... 200 7.79
9 February 2001................... 200 7.79
9 February 2001................... 403 7.88
9 February 2001................... 100 7.79
9 February 2001................... 350 7.79
9 February 2001................... 50 7.79
9 February 2001................... 7 7.88
9 February 2001................... 90 7.88
9 February 2001................... 200 7.85
9 February 2001................... 200 7.72
9 February 2001................... 500 7.69
9 February 2001................... 300 7.72
9 February 2001................... 200 7.72
9 February 2001................... 25 7.77
9 February 2001................... 355 7.78
9 February 2001................... 20 7.78
9 February 2001................... 104 7.49
9 February 2001................... 96 7.49
9 February 2001................... 195 7.44
9 February 2001................... 200 7.50
9 February 2001................... 150 7.45
9 February 2001................... 5 7.47
9 February 2001................... 50 7.52
9 February 2001................... 300 7.59
9 February 2001................... 200 7.59
9 February 2001................... 500 7.55
9 February 2001................... 1,500 7.80
9 February 2001................... 1,500 7.80
Aggregate dealings in Sema Shares from 5 January 2000 to 4 January 2001.
Purchase Price per Sale Price per share
Date Number bought share((Pounds)/(Euro)/US$) Number sold ((Pounds)/(Euro)/US$)
- ------------------------ ------------- --------------------------- ----------- -----------------------
Low High Low High
------------- ------------- ----------- -----------
5/1/2000 to 4/5/2000.... 360,803 (Euro)21.26 (Euro)27.65
5/1/2000 to 4/5/2000.... 209,475 (Euro)21.01 (Euro)27.65
5/5/2000 to 4/8/2000.... 67,088 (Euro)12.42 (Euro)16.86
5/5/2000 to 4/8/2000.... 40,316 (Euro)12.42 (Euro)20.39
5/8/2000 to 4/11/2000... 79,062 (Euro)15.06 (Euro)21.31
5/8/2000 to 4/11/2000... 88,862 (Euro)15.21 (Euro)21.10
5/11/2000 to 4/1/2001... 96,341 (Euro)4.50 (Euro)12.19
5/11/2000 to 4/1/2001... 97,841 (Euro)4.50 (Euro)12.19
(cc) Sema GFRs
For the dealings of Morgan Stanley & Co. International Limited, see table
below:
Aggregate dealings from 5 November 2000 to 4 January 2001.
Purchase Price per Sale Price per share
Date Number bought share((Pounds)/(Euro)/US$) Number sold ((Pounds)/(Euro)/US$)
- ------------------------ ------------- -------------------------- ----------- ---------------------
Low High Low High
------------ ------------- ---------- ----------
5/11/2000 to 4/1/2001... 241,904 (Euro)5.05 (Euro)10.09 241,904 (Euro)5.05 (Euro)6.06
IV-31
(dd) Sema GFR ADRs
For the dealings of Morgan Stanley & Co. Incorporated, see table below:
Aggregate dealings from 5 August 2000 to 4 November 2000.
Purchase Price per Sale Price per share
Date Number bought share((Euro)) Number sold ((Euro))
- ------------------------ ------------- ----------------------- ----------- ---------------------
Low High Low High
----------- ----------- ---------- ----------
5/8/2000 to 4/11/2000... 49,623 (Euro)39.10 (Euro)39.10
For the dealings of Morgan Stanley & Co. International Limited, see table
below:
Aggregate dealings from 5 August 2000 to 4 November 2000
Purchase Price per Sale Price per share
Date Number bought share((Euro)) Number sold ((Euro))
- ------------------------ ------------- ----------------------- ----------- -----------------------
Low High Low High
----------- ----------- ----------- -----------
5/8/2000 to 4/11/2000... 52,023 (Euro)39.06 (Euro)39.06
5/8/2000 to 4/11/2000... 52,023 (Euro)38.60 (Euro)39.10
(ee) Sema ADRs
For the dealings of Morgan Stanley & Co. Incorporated, see the table below:
Individual dealings in Sema ADRs from 5 August 2000 to 4 November 2000
Number
Date Number bought sold Price (US$)
- ------------------------------------- ------------- ---------- -----------------
17/1/2001............................ 200 10.78
17/1/2001............................ 700 10.75
17/1/2001............................ 900 10.76
18/1/2001............................ 100 10.50
18/1/2001............................ 100 10.50
18/1/2001............................ 100 10.75
18/1/2001............................ 200 10.56
18/1/2001............................ 100 10.38
18/1/2001............................ 300 10.75
18/1/2001............................ 200 10.75
18/1/2001............................ 100 10.75
18/1/2001............................ 100 10.69
18/1/2001............................ 100 10.56
18/1/2001............................ 100 10.50
18/1/2001............................ 100 10.50
18/1/2001............................ 100 10.38
18/1/2001............................ 1,700 10.61
Aggregate dealings from 5 August 2000 to 15 February 2001
Purchase Price per Sale Price per share
Date Number bought share (US$) Number sold (US$)
- ------------------------ ------------- ------------------- ----------- --------------------
Low High Low High
--------- --------- --------- ----------
5/8/2000 to 4/11/2000... 109,663 $7.81 $34.94
5/8/2000 to 4/11/2000... 97,013 $23.51 $34.98
5/11/2000 to 4/1/2001... 130 $7.50 $7.50
5/11/2000 to 4/1/2001... 1,430 $7.50 $8.78
IV-32
For the dealings of Morgan Stanley & Co. International Ltd, see table below:
Aggregate dealings from 5 August 2000 to 15 Febuary 2001
Purchase Price per Sale Price per share
Date Number bought share ((Pounds)/US$) Number sold ((Pounds)/US$)
- ------------------------ ------------- ----------------------- ----------- --------------------
Low High Low High
----------- ----------- --------------------
5/8/2000 to 4/11/2000... 49,623 (Euro)39.10 (Euro)39.10
5/8/2000 to 4/11/2000... 49,623 $23.51 (Euro)23.53
(v) The Sema directors and members of their immediate families and (so far as
the Sema Directors are aware having made due and careful enquiries)
persons connected with them have dealt for value (including the exercise
of options under the Sema Share Option Schemes) in the following relevant
securities during the disclosure period:
Price
Number Number ((Pounds))
of Sema of Sema unless
Shares Shares otherwise
Name Date bought sold stated
-------------------- ------------------ ------- ------- ----------
Sir Julian Oswald 20 April 2000 686 10.20
Sir Julian Oswald 9 November 2000 61 8.87
Lady Veronica Oswald 5 October 2000 400 11.98
Lady Veronica Oswald 5 October 2000 393 11.99
Lady Veronica Oswald 23 October 2000 213 10.13
Lady Veronica Oswald 9 November 2000 69 8.87
Pierre Bonelli 18 February 2000 150,000 15.16
William Bitan 18 February 2000 10,000 15.16
William Bitan 9 May 2000 60,000* 3.07
William Bitan 4 July 2000 20,000 9.29
William Bitan 5 September 2000 20,000 11.33
Frank Jones 21 September 2000 100,000* 3.07
Frank Jones 22 September 2000 60,000 11.07
George Schmitt 12 September 2000* 146,250* $1.02
George Schmitt 15 September 2000 80,000 12.38
George Schmitt 18 September 2000 55,000 12.31
- --------
*Sema Shares purchased on exercise of options
IV-33
(vi) The following advisers of Sema have dealt for value in the following
relevant securities during the period between 5 February 2001 and 16
February 2001 (being the latest practicable date prior to the posting of
this document):
Credit Suisse First Boston
Number of Number of
Name Date Sema Shares bought Sema Shares sold Price ((Pounds))
------------------------ ---------------- ------------------ ---------------- ----------------
DLJ Direct Ltd.......... 6 February 2001 600 4.49
DLJ Direct Ltd.......... 6 February 2001 2,250 4.50
DLJ Direct Ltd.......... 6 February 2001 674 4.52
DLJ Direct Ltd.......... 6 February 2001 250 4.53
DLJ Direct Ltd.......... 6 February 2001 200 4.54
DLJ Direct Ltd.......... 6 February 2001 3,600 4.46
DLJ Direct Ltd.......... 6 February 2001 790 4.47
DLJ Direct Ltd.......... 6 February 2001 886 4.48
DLJ Direct Ltd.......... 6 February 2001 500 4.51
DLJ Direct Ltd.......... 8 February 2001 120 4.69
DLJ Direct Ltd.......... 8 February 2001 660 4.52
DLJ Direct Ltd.......... 8 February 2001 1,050 4.67
DLJ Direct Ltd.......... 8 February 2001 150 4.69
DLJ Direct Ltd.......... 8 February 2001 218 4.70
DLJ Direct Ltd.......... 8 February 2001 600 4.51
DLJ Direct Ltd.......... 8 February 2001 95 4.53
DLJ Direct Ltd.......... 8 February 2001 165 4.54
DLJ Direct Ltd.......... 8 February 2001 60 4.56
DLJ Direct Ltd.......... 8 February 2001 80 4.67
DLJ Direct Ltd.......... 8 February 2001 250 4.68
DLJ Direct Ltd.......... 8 February 2001 1,270 4.71
DLJ Direct Ltd.......... 9 February 2001 1,100 4.80
DLJ Direct Ltd.......... 9 February 2001 500 4.78
DLJ Direct Ltd.......... 9 February 2001 1,924 4.86
DLJ Direct Ltd.......... 9 February 2001 120 4.66
DLJ Direct Ltd.......... 12 February 2001 433 5.35
DLJ Direct Ltd.......... 12 February 2001 908 5.36
DLJ Direct Ltd.......... 12 February 2001 224 5.48
DLJ Direct Ltd.......... 12 February 2001 1,660 5.35
DLJ Direct Ltd.......... 12 February 2001 1,924 5.47
DLJ Direct Ltd.......... 12 February 2001 520 5.48
DLJ Direct Ltd.......... 12 February 2001 4,390 5.49
DLJ Direct Ltd.......... 12 February 2001 550 5.50
DLJ Direct Ltd.......... 12 February 2001 688 5.51
DLJ Direct Ltd.......... 12 February 2001 1,835 5.52
DLJ Direct Ltd.......... 13 February 2001 50 5.48
DLJ Direct Ltd.......... 13 February 2001 2,700 5.48
DLJ Direct Ltd.......... 13 February 2001 4,299 5.47
DLJ Direct Ltd.......... 13 February 2001 240 5.46
DLJ Direct Ltd.......... 14 February 2001 120 5.44
DLJ Direct Ltd.......... 14 February 2001 1,036 5.42
DLJ Direct Ltd.......... 14 February 2001 520 5.43
DLJ Direct Ltd.......... 14 February 2001 542 5.45
DLJ Direct Ltd.......... 14 February 2001 910 5.46
DLJ Direct Ltd.......... 15 February 2001 2,820 5.43
DLJ Direct Ltd.......... 16 February 2001 1,650 5.44
DLJ Direct Ltd.......... 16 February 2001 3,224 5.45
CSFB (Europe) Ltd....... 8 February 2001 100,000 4.64
CSFB (Europe) Ltd....... 8 February 2001 70,000 4.70
IV-34
HSBC Holdings plc
For the dealings of CCF Securities*, see the table below:
Number of Number of
Name Date Sema Shares bought Sema Shares sold Price ((Euro))
------------------------ --------------- ------------------ ---------------- --------------
CCF Securities.......... 5 February 2001 4,266 6.95
CCF Securities.......... 5 February 2001 250 7.03
CCF Securities.......... 5 February 2001 800 7.16
CCF Securities.......... 5 February 2001 3,420 7.18
CCF Securities.......... 5 February 2001 110 7.54
CCF Securities.......... 5 February 2001 3,270 6.78
CCF Securities.......... 5 February 2001 10,173 6.79
CCF Securities.......... 5 February 2001 6,557 6.80
CCF Securities.......... 5 February 2001 10,400 6.96
CCF Securities.......... 5 February 2001 3,380 6.97
CCF Securities.......... 5 February 2001 12,974 6.98
CCF Securities.......... 5 February 2001 15,912 6.99
CCF Securities.......... 5 February 2001 8,948 7.00
CCF Securities.......... 5 February 2001 1,010 7.04
CCF Securities.......... 5 February 2001 1,850 7.05
CCF Securities.......... 5 February 2001 1,010 7.06
CCF Securities.......... 5 February 2001 780 7.17
CCF Securities.......... 5 February 2001 5,485 7.50
CCF Securities.......... 5 February 2001 2,200 7.53
CCF Securities.......... 5 February 2001 2,205 7.55
CCF Securities.......... 5 February 2001 4,000 6.93
CCF Securities.......... 5 February 2001 5,000 7.01
CCF Securities.......... 5 February 2001 150 7.04
CCF Securities.......... 5 February 2001 540 6.98
CCF Securities.......... 5 February 2001 970 7.42
CCF Securities.......... 5 February 2001 2,800 7.45
CCF Securities.......... 5 February 2001 2,810 6.94
CCF Securities.......... 5 February 2001 8,797 6.96
CCF Securities.......... 5 February 2001 16,530 6.90
CCF Securities.......... 5 February 2001 1,157 7.07
CCF Securities.......... 5 February 2001 1,224 7.05
CCF Securities.......... 5 February 2001 6,087 7.00
CCF Securities.......... 5 February 2001 515 6.95
CCF Securities.......... 5 February 2001 12,285 6.92
CCF Securities.......... 5 February 2001 905 6.91
CCF Securities.......... 5 February 2001 24,030 7.40
CCF Securities.......... 5 February 2001 2,375 7.56
CCF Securities.......... 5 February 2001 4,825 7.55
* CCF Securities is 98.6% owned by HSBC Holdings plc
For the dealings of HSBC Guyerzeller Bank AG*, see the table below:
Number of Number of
Name Date Sema Shares bought Sema Shares sold Price ((Pounds))
------------------------ ---------------- ------------------ ---------------- ----------------
HSBC Guyerzeller Bank AG 15 February 2001 23,000 5.43
HSBC Guyerzeller Bank AG 15 February 2001 9,900 5.245
* HSBC Guyerzeller Bank AG is a wholly owned subsidiary of HSBC Guyerzeller
Holdings BV, which is 94.41% owned by HSBC Holdings plc.
IV-35
Aggregate dealings from 24 November 2000 to 11 December 2000
Purchase Price Sale Price
Date Number bought per share ((Euro)) Number sold per share ((Euro))
-------------------- ------------- ------------------- ----------- -------------------
Low High Low High
--------- --------- --------- ---------
24/11/2000 to
6/12/2000.......... 98,374 4.35 6.08
24/11/2000 to
11/12/2000......... 98,374 4.99 6.03
(c) Shareholdings and dealings in Schlumberger Securities
As at the close of business on 16 February 2001 (being the latest practicable
date prior to the posting of this document) neither Sema nor any director of
Sema or any member of his immediate family, nor (so far as he is aware having
made due and careful enquiry) any person connected with him, owns or controls
or (in the case of a director of Sema and his immediate family and connected
persons) is, directly or indirectly, interested in any securities in
Schlumberger or any securities convertible into rights to subscribe for, or
options (including traded options) in respect of, or derivatives referenced
to, any such securities, nor has any such person dealt for value therein
during the disclosure period.
(d) General
(i) Save as set out in this document, neither Sema nor any:
(aa) director of Sema set forth in paragraph 2(b)(i) nor any member of his
immediate family or (so far as the directors are aware having made due
and careful enquiry) any connected person;
(bb) subsidiary of Sema;
(cc) pension fund of Sema or any of its subsidiaries;
(dd) bank, stockbroker, financial or other professional adviser (other than
exempt market makers and exempt fund managers) to Sema or any person
controlling, controlled by or under the same control as such bank,
stockbroker, financial or other professional adviser; or
(ee) person who has an agreement of a kind referred to in Note 6(b) on Rule
8 of the City Code with Sema or with any person who is an associate of
Sema;
owns, controls or (in the case of the directors, their immediate families
and connected persons) is interested in any Sema Securities nor any
securities convertible into, rights to subscribe for or options (including
traded options) in respect of, nor any derivatives referenced to, Sema
Securities nor has any such person dealt for value therein, in the case of
Sema and any Sema director, in the disclosure period and, in any other
case, between 5 February 2001 and 16 February 2001 (being the latest
practicable date prior to the posting of this document).
(ii) Save as set out above, neither Schlumberger Investments nor Schlumberger
nor any director of Schlumberger Investments or of Schlumberger set forth
on Schedules IVA or IVB, nor any member of his/her immediate family nor
(so far as the directors are aware having made due and careful enquiry)
any connected person nor any person acting in concert with Schlumberger
Investments or Schlumberger nor any person who has an arrangement of a
kind referred to in Note 6(b) on Rule 8 of the City Code with
Schlumberger Investments or Schlumberger or with any person acting in
concert with Schlumberger Investments or Schlumberger nor any person who
has irrevocably committed to accept the Offer owns, controls or (in the
case of the directors, their immediate families and connected persons) is
interested in any Sema Securities nor any securities convertible into,
rights to subscribe for or options (including traded options) in respect
of, nor derivatives referenced to, Sema Securities nor has any such
person dealt for value therein during the disclosure period.
5. Purpose of the Offer; Plans for Sema
Purpose of the Offer. The purpose of the Offer is to enable Schlumberger
Investments to acquire as many outstanding Sema Securities as possible as a
first step in acquiring the entire equity interest in Sema. If Schlumberger
Investments receives sufficient acceptances of the Offer or otherwise acquires
sufficient Sema
IV-36
Shares within the statutory time period, it intends to commence the compulsory
acquisition procedure under the Companies Act. Upon consummation of the
compulsory acquisition procedure, Sema would become a wholly owned subsidiary
of Schlumberger Investments.
Plans for Sema. Subject to certain matters described below, it is currently
expected that, the business and operations of Sema will continue to be
conducted as they are currently being conducted. Schlumberger will continue to
evaluate all aspects of the business, operations, capitalisations, corporate
and organisational structure, and management of Sema during the course of the
Offer and after the consummation of the Offer and will take such further
actions as it deems appropriate under the circumstances then existing.
Schlumberger intends to seek additional information about Sema during this
period. Thereafter, Schlumberger intends to review such information as part of
a comprehensive review of Sema's business, operations, capitalisation,
corporate and organisational structure, and management.
As a result of the completion of the Offer, the interest of Schlumberger
Investments in Sema's net book value and net earnings will be in proportion to
the number of Sema Securities acquired in Schlumberger Investments. If the
compulsory acquisition is consummated, Schlumberger Investments' interest in
such items and in Sema's equity generally will equal 100 per cent. and
Schlumberger Investments will be entitled to all benefits resulting from such
interest, including all income generated by Sema's operations and any future
increase in Sema's value. Similarly, Schlumberger Investments will following
completion of the compulsory acquisition also bear the risk of losses
generated by Sema's operations and any future decrease in the value of Sema
after the compulsory acquisition. After compulsory acquisition, current Sema
Securityholders will cease to have any direct equity interest in Sema and will
not have the right to vote on corporate matters.
If all of the Continuing LHS Shareholders exercise their options under the LHS
Exchange Agreement they will (ignoring fractions) be issued 16,374,595 new
Sema Shares (or such number of Sema ADSs as represents such Sema Shares) which
will represent approximately 2.46 per cent. of the fully diluted share capital
of Sema. If Sema exercises its option under the LHS Exchange Agreement the
Continuing LHS Shareholders will (ignoring fractions) be issued 15,555,865 new
Sema Shares (or such number of Sema ADSs as represents such Sema Shares) which
will represent approximately 2.34 per cent. of the fully diluted share capital
of Sema.
When the Offer becomes or is declared unconditional in all respects,
Schlumberger Investments intends to procure the making of an application by
Sema for the removal of Sema Shares from the Official List and for the
cancellation of trading in Sema Shares on the London Stock Exchange's market
for listed securities. It is anticipated that cancellation of listing and
trading will take effect no earlier than 20 business days after the Offer
becomes or is declared unconditional in all respects. Schlumberger Investments
would also intend to procure that Sema applies for de-listing of the Sema
Securities from Nasdaq and from Euronext Paris. Such de-listings and
cancellation would significantly reduce the liquidity and marketability of any
Sema Securities not assented to the Offer.
It is expected that, if the Offer is not consummated, Sema's management, under
the general direction of its board of directors and executive management, will
continue to manage Sema as an ongoing business. The Sema Board has, however,
started to search for a new chief operating officer to replace chief executive
Pierre Bonelli in due course.
6. Material Contracts
(a) The following contracts have been entered into by members of the
Schlumberger Group otherwise than in the ordinary course of business since
5 February 1999 (being the date two years prior to commencement of the
Offer Period) and are or may be material:
(i) A credit facility dated 20 February 2001 between (1) Schlumberger; (2)
Schlumberger Industries S.A.; (3) Schlumberger PLC; (4) Schlumberger
Investments; (5) JP Morgan Plc, BNP Paribas, Salomon Brothers
International Limited and Lehman Brothers International (Europe) (each
as arrangers), Citibank International Plc as facility agent, and The
Chase Manhattan Bank, BNP Paribas Citibank, N.A., and Lehman Commercial
Paper Inc. (each a "Bank" and together the "Banks") under which the
Banks agreed to provide a revolving credit facility with a one year
term-out option (the "Credit Facility").
IV-37
The Credit Facility is repayable on the day prior to its first
anniversary, unless the one-year term-out option is exercised, in which
case it will be repayable up to 364 days after the date of exercise of
the term-out option.
The Credit Facility may be used for:
(a) financing or refinancing:
(i) all or part of the consideration in respect of the Offer;
(ii) any fees and expenses in relation to the Offer;
(iii) any borrowings of Sema or its subsidiaries which are
outstanding on the date on which the Offer is declared
unconditional (by or on behalf of Schlumberger) in all
respects;
(iv) market purchases; and
(v) intra-group indebtedness incurred to finance market purchases.
(b) general corporate purposes of the Schlumberger companies listed in
paragraph (i) above (including any direct or indirect subscription
for equity in Schlumberger Investments).
The Credit Facility will bear interest at LIBOR (as defined in the
Credit Facility) in relation to advances in sterling and EURIBOR (as
defined in the Credit Facility) in relation to advances in euro plus
the mandatory cost (as defined in the Credit Facility) and a margin of:
(a) 0.30% per annum for Schlumberger (and for Schlumberger Investments
for the first 3 months after the first drawdown by any borrower
under the Credit Facility); and
(b) 0.35% per annum for Schlumberger PLC, Schlumberger Industries S.A.
(and for Schlumberger Investments after the date falling 3 months
from the first drawdown by any borrower under the Credit Facility).
(ii) A merger agreement dated 12 July, 1999 between Schlumberger and
Transocean Offshore Inc. ("Offshore"). Under this agreement, Schlumberger
spun off its offshore drilling business, Sedco Forex, to its shareholders
and merged it with Offshore to create Transocean Sedco Forex.
Schlumberger shareholders received one share of Sedco Forex for each
share of Schlumberger. In the merger, each Sedco Forex share was
exchanged for 0.1936 shares of Transocean Sedco Forex Inc. After the
merger, Schlumberger stockholders held approximately 52% of the shares of
Transocean Sedco Forex Inc. with Offshore shareholders holding the
remaining 48%.
(iii) A master formation agreement ("MFA") dated 6 September 2000 under which
Schlumberger and Baker Hughes Inc. created a joint venture vehicle,
WesternGeco, comprised of the seismic fleets, data processing assets,
exclusive and nonexclusive multiclient surveys and other assets of the
surface seismic businesses of Schlumberger and Baker Hughes Inc. Under
the terms of the MFA, Schlumberger paid Baker Hughes Inc. US$500 million
in cash. WesternGeco is owned 70% by Schlumberger and 30% by Baker
Hughes Inc.
(iv) A subscription agreement dated 16 February 2001 among Schlumberger,
Schlumberger Industries S.A. and Schlumberger Investments under which,
conditional upon Schlumberger Investments issuing an announcement in
accordance with the City Code to the effect that the Offer has been
declared unconditional, Schlumberger and Schlumberger Industries S.A.
will fund, by way of equity subscription, the consideration payable under
the Offer and any fees and expenses in relation to the Offer, less any
amount which shall be available to Schlumberger Investments under any
bank facilities arranged by Schlumberger in connection with the Offer.
The equity subscription will be in such proportions as may be agreed
between the parties or, failing such agreement, as notified by
Schlumberger Investments. The subscription agreement will terminate if
the condition referred to above is not satisfied within 130 days after
the date of the subscription agreement (or such later date as the parties
may agree).
(v) A letter agreement between Schlumberger Investments and Sema under which
Sema has agreed to pay Schlumberger Investments a fee of US$20 million if:
(a) the Offer lapses or is withdrawn and prior thereto an Independent
Competing Offer for Sema has been announced, and subsequently such
Independent Competing Offer or another Independent Competing Offer
(which, for the avoidance of doubt, has been announced prior to the
Offer lapsing or having been withdrawn) becomes or is declared
unconditional in all respects; or
IV-38
(b) the Offer lapses or is withdrawn and prior thereto the board of
directors of Sema, or any committee thereof, shall have withdrawn
or modified, in a manner adverse to Schlumberger Investments, its
approval or recommendation of the Offer, or approved or recommended
an Independent Competing Offer (or resolved to take any of the
foregoing actions).
The inducement fee shall be due and payable two business days after, in the
case of (a) above, the date on which the relevant Independent Competing
Offer becomes or is declared unconditional in all respects or, in the case
of (b) above, the date on which Schlumberger Investments notifies Sema that
the Offer has lapsed or been withdrawn;
Independent Competing Offer means (a) an offer for, or scheme of
arrangement of, Sema which is made or entered into by a person or persons
who are not associates (as such term is defined in the City Code) of
Schlumberger Investments at or above the value of the Offer or (b) any
sale, disposal, merger, business combination, demerger or liquidation (or
similar transaction or arrangement) resulting in any person or persons who
are not associates of Schlumberger Investments owning more than 30 per
cent. of the voting rights of Sema or assets representing more than 10 per
cent. of the turnover of Sema and its subsidiary undertakings.
Sema agreed to take such action and give such assistance to Schlumberger
Investments as Schlumberger Investments may reasonably request in order to
enable Schlumberger Investments to (i) obtain any necessary regulatory
clearances and approvals in connection with the Offer and (ii) prepare
documentation required in connection with the Offer.
(vi) Each of Sir Julian Oswald, Pierre Bonelli, William Bitan, Herve Couffin,
Harry Fryer, Frank Jones, Didier Pineau-Valencienne, George Schmitt,
Gilles Cosson, Pascal Viginier and Tidu Maini has given an irrevocable
undertaking to Schlumberger (the "Director Undertakings") pursuant to
which he has undertaken to Schlumberger that he will accept the Offer.
Each of them has also agreed that, until the date on which the Offer
becomes wholly unconditional or lapses or is withdrawn, he will exercise
the voting rights attached to his Sema Shares in connection with certain
resolutions relating to the Offer only in accordance with Schlumberger's
directions. Each director listed above has also undertaken to use his
best efforts to procure that Sema and the Sema Board provide all
reasonable assistance to Schlumberger in connection with the Offer.
The terms of the Director Undertakings are the same in all material
respects except for the amount of Sema Shares involved and, in certain
instances, the directors have undertaken in respect of not only existing
Sema Shares but Sema Shares that will be derived from certain option plans.
(vii) Two of Sema's principal shareholders, France Telecom and Paribas
Affaires Industrielles, have each given undertakings (the
"Undertakings") to Schlumberger Investments and Lehman Brothers pursuant
to which France Telecom and Paribas Affaires Industrielles have
undertaken to Schlumberger Investments that they will accept the Offer
except as provided below. France Telecom and Paribas Affaires
Industrielles have also agreed that, until the date on which the Offer
becomes wholly unconditional, lapses or is withdrawn, France Telecom and
Paribas Affaires Industrielles will exercise the voting rights attached
to the Sema Shares to which the Undertakings relate (such voting rights
representing 16.9 per cent of the entire issued capital in the case of
France Telecom and 5.1 per cent. of the entire issued capital in the
case of Paribas Affaires Industrielles) in connection with certain
resolutions relating to the Offer only in accordance with Schlumberger
Investments' directions.
The obligations of France Telecom and Paribas Affaires Industrielles to
accept the Offer will be suspended if a person other than Schlumberger or a
subsidiary of Schlumberger or any person acting in concert with
Schlumberger announces a firm intention to make an offer to acquire all the
equity share capital of Sema (other than that already owned by the person
making such offer or persons acting in concert with it) on or before the
end of the date which falls 17 days after the posting of this Offer
provided that the value of the consideration represents, in the reasonable
opinion of Lehman Brothers and Rothschild, in excess of 600 pence per Sema
Share as at the close of business on the last business day prior to the
date on which such firm intention to make an offer is announced. If, on or
before the end of the fourteenth day after the higher competing offer is
announced, Schlumberger or a subsidiary of Schlumberger announces a
revision of the Offer such that the consideration under the Offer is wholly
in cash and represents, in the reasonable opinion of Lehman Brothers and
Rothschild, an improvement over the higher competing offer, then the
suspension of the obligations referred to above shall come to an end.
IV-39
Except as provided above, the terms of the Undertakings from France Telecom
and Paribas Affaires Industrielles are the same in all material respects
except that the Undertaking from France Telecom involves 103,634,296 Sema
Shares and the Undertaking from Paribas Affaires Industrielles involves
31,113,792 Sema Shares.
(b) The following contracts have been entered into by members of the Sema Group
otherwise than in the ordinary course of business since 5 February 1999
(being the date two years prior to commencement of the Offer Period) and
are or may be material:
(i) A merger agreement dated 14 March 2000 between LHS, SG Acquisition
Corporation ("SG Acquisition") and Sema relating to the merger of SG
Acquisition into LHS. Under the terms of the merger (the "Merger"), LHS
shareholders received 2.6 Sema Shares for each LHS share held (in the
form of Sema ADSs or Sema Shares). Immediately following the Merger,
Sema owned approximately 91.8% of the equity of LHS and controlled more
than 99% of the shareholder votes in LHS. Three LHS shareholders
(Hartmut Lademacher, Manfred Hellwig and Dr. Rainer Zimmermann--"the
Continuing LHS Shareholders") remained as LHS shareholders holding the
remaining 8.2 per cent of the share capital of LHS. The Merger became
effective on 29 July 2000 and the total number of shares issued on the
Merger was 131,392,728. Subsequent to the Merger, Messrs Lademacher and
Hellwig exchanged 2,639,750 LHS shares for 6,863,350 Sema Shares.
Consequently, the Continuing LHS Shareholders now hold 6,297,921 LHS
shares.
(ii) A stock option agreement dated 14 March 2000 between LHS and Sema
under which Sema exercised an option to purchase 10,386,091 newly
issued LHS shares as an incentive to complete the Merger. The
consideration comprised of a sum of (Pounds)68,878 payable in cash and
the delivery from Sema to LHS of a full recourse promissory note in
respect of the balance of the purchase price (being (Pounds)258
million). Upon the consummation of the Merger these shares in LHS and
the promissory note were cancelled and the monies returned to Sema.
(iii) A voting agreement relating to LHS dated 13 March 2000 between Sema
and General Atlantic Partners 23 L.P., General Atlantic Partners 31
L.P. and GAP Co-investment Partners L.P. ("the LHS Affiliates"),
whereby the LHS Affiliates agreed to vote in favour of the Merger.
(iv) Voting agreements relating to LHS dated 13 March 2000 between Sema and
the Continuing LHS Shareholders under which such shareholders agreed
to vote in favour of the Merger.
(v) An exchange agreement dated 14 March 2000 between Sema and the
Continuing LHS shareholders which granted each of the Continuing LHS
Shareholders an option to exchange each of their LHS shares for 2.6
Sema Shares or the number of Sema ADSs representing 2.6 Sema Shares.
The option is exercisable between 1 January 2002 and 31 December 2003.
Sema has been granted an option exercisable between 31 December 2003
and 30 June 2004 to the Continuing LHS Shareholders to exchange their
LHS shares for 95% of the Sema ADSs or Sema Shares they would have
received had they exercised their option under this exchange agreement.
If any of the Continuing LHS Shareholders sells or transfers any LHS
shares prior to 1 January 2004, Sema's option becomes immediately
exercisable with regard to that Continuing LHS Shareholder's holding of
LHS shares.
Until the options granted to the Continuing LHS Shareholders have all
expired or been exercised, Sema may not, without the consent of the
Continuing LHS Shareholders, permit LHS to enter into a merger or other
transaction in which the LHS shares held by the Continuing LHS
Shareholders will be converted into anything other than the LHS shares
they held immediately before such merger or other transaction.
In addition, a management agreement dated 13 March 2000 was also entered
into between each of the Continuing LHS Shareholders and Sema which
authorised Sema to manage LHS after the Merger in any manner it deemed
appropriate, in its own self-interest and without taking into account
any interests of any other LHS shareholders.
(vi) A secured promissory note dated 14 June 2000 under which Sema promised
to pay to LHS the principal sum of approximately (Pounds)258 million,
and to pay interest on the outstanding balance of that principal sum
representing the balance of the purchase price for the LHS shares
purchased by Sema on the exercise of its option contained in the stock
option agreement described in paragraph (ii) above.
IV-40
(vii) A voting agreement relating to Sema dated 14 March 2000 between LHS
and Financiere de Paribas, Societe Generale Commerciale et Financiere
SA and Vingt Nominees Limited ("the BNP Paribas subsidiaries")
whereby the BNP Paribas subsidiaries (who then owned approximately
7.3% of Sema Shares) agreed to approve the Merger and related matters
at any meeting of Sema shareholders convened for such a vote.
(viii) A voting agreement relating to Sema dated 13 March 2000 between LHS
and Compagnie Generale des Communications SA, whereby Compagnie
Generale des Communications SA (who then owned approximately 22.3%
of Sema Shares) agreed to approve the Merger and related matters at
any meeting of Sema shareholders convened for such a vote.
(ix) An agreement and plan of merger dated 20 April 1999 between LHS and
Priority Call Management Inc. ("PCM"), pursuant to which LHS acquired
all of the outstanding capital stock of PCM. Holders of PCM capital
stock were entitled to receive 2.3542 LHS shares for each share of PCM
capital stock. In addition, all outstanding rights (including options)
to purchase shares of PCM common stock were converted into rights to
purchase LHS shares on a ratio of 2.3542 to 1.
(x) The inducement fee letter referred to in paragraph 6(a)(v) above.
7. Financing Arrangements
Schlumberger Investments will be financed by equity funds from Schlumberger
and Schlumberger Industries S.A. under the subscription agreement summarised
in paragraph 6(a)(iv) above and borrowings under the Credit Facility
summarised in paragraph 6(a)(i) above.
Schlumberger and Schlumberger Industries S.A. will fund part of the Offer from
existing cash resources of the Schlumberger Group and from the Credit Facility
summarised in paragraph 6(a)(i) above.
There are currently no alternative definitive financing arrangements in the
event the Credit Facility becomes unavailable. Schlumberger Investments has
not concluded arrangements to finance or repay the Credit Facility but intends
to repay the Credit Facility in accordance with the terms of the Credit
Facility summarised in paragraph 6(a)(i) above.
8. Service agreements and compensation of the Sema Directors
The following directors of Sema have entered into service contracts with Sema
which have twelve months or more to run, short particulars of which are set
out below:
Frank Jones is employed pursuant to a service agreement with Sema Group UK
Limited, a principal trading subsidiary of Sema, dated 18 September 1998. The
agreement is for an indefinite term and is terminable on 52 weeks' notice from
either party. He receives a current annual salary of (Pounds)260,000 and is
further entitled to receive a discretionary bonus (as determined by the
remuneration and nominations committee) each year.
Tidu Maini is employed pursuant to a service agreement with Sema Group UK
Limited, a principal trading subsidiary of Sema, dated 24 February 1998. The
agreement is for an indefinite term and is terminable on 52 weeks' notice from
either party. He receives a current salary of (Pounds)235,000 and is further
entitled to receive a discretionary bonus (as determined by the remuneration
and nominations committee) each year.
Both Frank Jones and Tidu Maini are contributing members of the Sema Group
Pension Scheme, a scheme approved by the Inland Revenue. In addition, Tidu
Maini, whose benefits as a new member of the scheme are restricted by Inland
Revenue earnings limits, also participates in a Sema Group unfunded unapproved
retirement benefits scheme in order to conform his benefits to those of Sema's
other executive Directors. This is not approved by the Inland Revenue, and
Sema contributes an amount of (Pounds)65,000 per year for ten years from 1999.
Both of these directors are also provided with the following benefits: a
company car; company sick pay in
accordance with Sema's sick pay scheme from time to time in force and premiums
paid by Sema for private health insurance scheme for themselves, their wives
and their dependants. They also participate in the Sema Share Option Schemes.
Save as disclosed above, there are no service contracts between any director
of Sema and any member of the Sema Group having more than twelve months to run
and no such contract has been entered into or amended within the six months
preceding the date of this document.
IV-41
9. Past contacts
In July 2000, Schlumberger and Sema met to discuss the possibility of forming
cooperative business arrangements or joint marketing arrangements based on
Sema's IT expertise and Schlumberger's industry focus. Based on these and
subsequent commercial discussions, each company formed a working group to
explore the possibilities for commercial cooperation. These working groups met
from time-to-time during the fall.
On 15 December 2000, the executives in charge of the working groups met with
the executives of both companies and recommended that the companies proceed
with joint marketing agreements in two areas. There was a general discussion
about Schlumberger possibly taking a minority stake in Sema if the commercial
arrangements were successful.
Following this meeting, there were a few telephone discussions between the
executives of both companies. These discussions resulted in the Chairman and
Chief Executive Officer of Schlumberger indicating to the Chief Executive
Officer of Sema on 27 December 2000, that Schlumberger might also contemplate
a possible bid for
Sema if Sema became vulnerable to a takeover, but that there would need to be
further discussions and appropriate approvals within Schlumberger. The Chief
Executive Officer of Sema responded that he would relate the content of that
conversation to his board and that he should be contacted after Schlumberger
had had its internal discussions and formulated a proposal.
A possible offer for Sema was presented and discussed at the quarterly meeting
of the Schlumberger board of directors, which took place on 18 January 2001.
On 19 January 2001, the Chairman and Chief Executive Officer of Schlumberger
contacted the Chief Executive Officer of Sema to explain that the Schlumberger
Board had authorised the initiation of discussions with Sema about the
possibility of Schlumberger making an offer for Sema. On 22 January 2001,
Schlumberger presented a preliminary proposal at a meeting with the Chairman
of Sema and delivered a letter to him describing that proposal.
On 24 January 2001, Sema appointed Credit Suisse First Boston and Rothschild
as joint financial advisors to Sema and a meeting between Schlumberger and
Sema, with their respective financial advisors present, was organized for the
next day. On 25 January 2001, these parties met and discussed the process
going forward and the scope and timetable for a limited due diligence
exercise. On 27 January 2001, a confidentiality undertaking, between the
parties was signed. Due diligence meetings commenced the same day and
continued through early February.
On 2 February 2001, a team of management from Schlumberger presented to a
group of managers from Sema on Schlumberger's business.
On 5 February 2001, Lehman Brothers discussed with Credit Suisse First Boston
and Rothschild the possibility of Schlumberger presenting some modifications
to its preliminary proposal later that week and expressed Schlumberger's
continuing interest.
On 7 February 2001, Schlumberger's Board of Directors met to discuss the
status of the proposal. On the evening of the same day, Schlumberger delivered
a revised proposal to the Chairman of Sema. Following delivery of the revised
proposal, Lehman Brothers spoke to Sema and its financial advisors about its
terms. Lehman Brothers explained to Sema's financial advisors that
Schlumberger was open to further discussions but would not continue
discussions after 12 February 2001 if there was not an agreement on terms by
that date.
The next day, a representative from Lehman Brothers, together with
representatives of Schlumberger, met with France Telecom to discuss
Schlumberger's proposal and securing irrevocable undertakings from France
Telecom.
On 9 February 2001, Sema's Board of Directors met to discuss the Schlumberger
proposal made on 7 February 2001. On the evening of the same day, Credit
Suisse First Boston and Rothschild representatives met with Lehman Brothers
representatives to advise them that while Sema was interested in further
discussions, the 7 February 2001 proposal was unacceptable.
During the course of the next two days, there were numerous calls and
negotiations between representatives of Schlumberger and their advisors, and
of Sema and their advisors. The parties discussed several proposals,
culminating in a final proposal of 560 pence per share, with undertakings from
France Telecom and Paribas Affaires Industrielles.
IV-42
On the evening of 11 February 2001, the Sema Board of Directors met and
resolved that they would recommend that shareholders accept the revised
proposal.
On 12 February 2001, France Telecom and Paribas Affaires Industrielles signed
the undertakings to accept the offer described in paragraph 6 (a) (vii) of
Appendix IV and, later that morning, the parties publicly announced the cash
offer for Sema Shares.
10. Compulsory acquisition
If, within four months after the date of this document, as a result of the
Offer or otherwise, Schlumberger Investments acquires or contracts to acquire
Sema Shares representing at least 90 per cent. in nominal value of Sema Shares
(including Sema Shares represented by Sema ADSs) to which the Offer relates,
then:
(i) Schlumberger Investments will be entitled and intends to effect the
compulsory acquisition procedures provided for in sections 428 to 430F
inclusive of the Companies Act (set out in Appendix V to this document)
to compel the purchase of any outstanding Sema Shares on the same terms
as provided in the Offer in accordance with the relevant procedures and
time limits described in the Companies Act; and
(ii) a holder of Sema Shares may require Schlumberger Investments to
purchase his Sema Shares on the same terms as provided in the Offer in
accordance with the relevant procedures and time limits described in
section 430A of the Companies Act.
If, for any reason, the above mentioned compulsory acquisition procedures are
not invoked, Schlumberger Investments will evaluate other alternatives to
obtain the remaining Sema Securities not purchased pursuant to the Offer or
otherwise. Such alternatives could include acquiring additional Sema
Securities in the open market, in privately negotiated transactions, through
another offer to purchase, by means of a scheme of arrangement under the
Companies Act or otherwise. Any such additional acquisitions could be for a
consideration greater or less than, or equal to, the consideration for Sema
Securities under the Offer. However, under the City Code, except with the
consent of the Panel, Schlumberger Investments may not acquire any Sema
Securities on better terms than those of the Offer within six months of
termination of the Offer if Schlumberger Investments, together with any
persons acting in concert with it (as defined by the City Code), holds shares
carrying more than 50 per cent. of the voting rights normally exercisable at
general meetings of Sema.
Holders of Sema Securities do not have appraisal rights as a result of the
Offer. However, in the event that the compulsory acquisition procedures
referred to above are available to Schlumberger Investments, holders of Sema
Securities whose Sema Securities have not been purchased pursuant to the Offer
will have certain rights to object under section 430C of the Companies Act.
11. Regulatory approvals
(a) EU Merger Control
The Offer gives rise to a concentration with a community dimension under
Council Regulation (EEC) 4064/89, as amended (the "Regulation") and it is
anticipated that a notification will be made to the European Commission in
the near future. The Offer is conditional on, amongst other things, the
European Commission indicating in terms satisfactory to Schlumberger
Investments that it does not intend to initiate an in-depth investigation
under Article 6(1)(c) of the Regulation in respect of the Offer or any
matter arising therefrom. The European Commission will only initiate such
an in-depth investigation if it finds that the Offer or any matter arising
therefrom falls within the scope of the Regulation and raises serious
doubts as to the compatibility of the concentration with the common market.
Where the European Commission finds that the Offer or any matter arising
therefrom falls within the scope of the Regulation but does not raise
serious doubts as to the compatibility of the concentration with the common
market, it will not oppose it and will declare that it is compatible with
the common market. The European Commission has one calendar month
(beginning on the first working day following the date on which a complete
notification is received by the European Commission) to make its decision
whether to clear the notified concentration or whether to initiate an in-
depth investigation (subject to a possible extension to six weeks).
IV-43
(b) US Antitrust
Under the HSR Act and the rules that have been promulgated thereunder by
the Federal Trade Commission ("FTC"), certain mergers and acquisitions may
not be consummated unless certain information has been furnished to the
Antitrust Division of the Department of Justice (the "Antitrust Division")
and the FTC and certain waiting period requirements have been satisfied.
The acquisition of the Sema Securities by Schlumberger pursuant to the
Offer is subject to the HSR Act requirements.
Under the provisions of the HSR Act applicable to the purchase of the Sema
Securities pursuant to the Offer, such purchase may not be made until the
expiration of a fifteen calendar day waiting period following the required
filing of a Notification and Report Form under the HSR Act by Schlumberger
submitted on 15 February 2001. Accordingly, the waiting period under the
HSR Act will expire at 11.59 p.m., New York City time, on 2 March 2001 the
fifteenth calendar day following filing of the Notification and Report Form
by Schlumberger unless early termination of the waiting period is granted
or the parties receive a request for additional information or documentary
material prior thereto. If either the FTC or the Antitrust Division were to
request additional information or documentary material from Schlumberger
and Sema prior to the expiration of the fifteen day waiting period, the
waiting period would be extended and would expire at 11.59 p.m., New York
City time, on the tenth calendar day after the date of substantial
compliance by Schlumberger with such request. Thereafter, the waiting
period could be extended only by court order or by consent of Schlumberger.
If the acquisition of the Sema Securities is delayed pursuant to a request
by the FTC or the Antitrust Division for additional information or
documentary material pursuant to the HSR Act, the purchase of and payment
for the Sema Securities pursuant to the Offer will be deferred until ten
days after the request is substantially complied with unless the waiting
period is terminated sooner by the FTC or the Antitrust Division (and
assuming all of the other Offer conditions have been satisfied or waived).
Only one extension of such waiting period pursuant to a request for
additional information or documentary material is authorised by the rules
promulgated under the HSR Act, except by court order or by consent.
Although Sema is required to file certain information and documentary
material with the Antitrust Division and the FTC in connection with the
Offer, neither Sema's failure to make such filings nor a request to Sema
from the Antitrust Division or the FTC for additional information or
documentary material will extend the waiting period. However, if the
Antitrust Division or the FTC raises substantive issues in connection with
a proposed transaction, the parties frequently engage in negotiations with
the relevant governmental agency concerning possible means of addressing
these issues and may agree to delay consummation of the transaction while
such negotiations continue.
The Antitrust Division and the FTC frequently scrutinize the legality under
the antitrust laws of transactions such as the proposed acquisition of the
Sema Securities by Schlumberger pursuant to the Offer. At any time before
or after the Schlumberger's purchase of the Sema Securities, either the
Antitrust Division or the FTC could take such action under the antitrust
laws as it deems necessary or desirable in the public interest, including
seeking to enjoin the acquisition of the Sema Securities pursuant to the
Offer or seeking divestiture of the Sema Securities acquired by
Schlumberger or divestiture of substantial assets of Schlumberger, Sema or
any of their respective subsidiaries. State attornies general may also
bring legal action under the antitrust laws, and private parties may bring
such action under certain circumstances. Schlumberger believes that the
acquisition of the Sema Securities by Schlumberger will not violate the
antitrust laws. Nevertheless, there can be no assurance that a challenge to
the Offer on antitrust grounds will not be made or, if a challenge is made,
what the result will be. See Appendix I for certain conditions to the
Offer, including conditions with respect to litigation and certain
governmental actions.
12. Certain consequences of the Offer
(a) Market effect
The past performance of the price of Sema Shares and Sema ADSs is no guide
to the future performance of Sema Securities.
The purchase of Sema Securities pursuant to the Offer will reduce the
number of holders of Sema Securities and the number of Sema Securities that
might otherwise trade publicly and, depending upon the number of Sema
Securities so purchased, could adversely affect the liquidity and market
value of the remaining Sema Securities held by the public. In addition,
when the Offer becomes or is declared unconditional in all respects,
Schlumberger Investments intends to procure the making of an application by
Sema for the removal of Sema Shares from the Official List and for the
cancellation of trading in Sema Shares on the
IV-44
London Stock Exchange's market for listed securities. It is anticipated
that cancellation of listing and trading will take effect no earlier than
20 business days after the Offer becomes or is declared unconditional in
all respects. Schlumberger Investments would also intend to procure that
Sema applies for de-listing of the Sema Securities from Nasdaq and from
Euronext Paris. Such de-listing and cancellation would significantly reduce
the liquidity and marketability of any Sema Securities not assented to the
Offer. Schlumberger Investments also may request that Sema should terminate
the existing deposit agreement through which the ADS programme is operated.
The value of all investments and the outcome from them can fall as well as
rise and not all the amount invested may be realised. Sema Securityholders
accepting the Offer and electing to receive consideration in US dollars
should be aware that they will be exposed to foreign currency risk.
(b) Public availability of information
In the event that Sema Shares continue to be listed on the Official List of
the UK Listing Authority following the Offer becoming or being declared
unconditional in all respects, holders of Sema Shares who have not accepted
the Offer will continue to receive the same financial and other information
from Sema that Sema is presently required by the Listing Rules to send to
such holders. If Sema Shares are no longer listed on the Official List of
the UK Listing Authority following the Offer, Sema would no longer be
required by those rules to make publicly available such financial and other
information.
The Sema ADSs and the Sema Shares (not for trading but in support of the
Sema ADSs) are currently registered under the Exchange Act. Registration of
such Sema ADSs and Sema Shares may be terminated upon application of Sema
to the SEC if Sema ADSs are neither listed on a national securities
exchange nor held by 300 or more beneficial owners in the US. Termination
of registration of Sema ADSs and Sema Shares under the Exchange Act would
substantially reduce the information required to be furnished by Sema to
holders of Sema ADSs and to the SEC and would make certain provisions of
the Exchange Act, such as the requirements of Rule 13e-3 thereunder with
respect to "going private" transactions, no longer applicable to Sema.
Furthermore, "affiliates" of Sema and persons holding "restricted
securities" of Sema may be deprived of the ability to dispose of such
securities pursuant to Rule 144 promulgated under the Securities Act. If,
as a result of the purchase of Sema ADSs pursuant to the Offer and prior to
completing the compulsory acquisition procedures referred to in paragraph
10 above, Sema is not required to maintain registration of Sema ADSs and
Sema Shares under the Exchange Act, Schlumberger Investments intends to
cause Sema to apply for termination of such registration.
(c) Margin Securities
Sema ADRs and Sema Shares are currently "margin securities" under
regulation T of the Board of Governors of the US Federal Reserve System,
which status has the effect, among other things, of allowing US brokers and
dealers to extend credit on the collateral of Sema ADRs and Sema Shares for
purposes of buying, carrying and trading in securities ("Purpose Loans").
Depending on factors such as the number of holders of record of Sema ADRs
and Sema Shares and the number and market value of publicly held Sema ADRs
and Sema Shares following the purchase of Sema Securities pursuant to the
Offer, it is possible that Sema ADRs and Sema Shares would no longer be
eligible for listing on Nasdaq. As a result, Sema ADRs and Sema Shares
might no longer constitute margin securities and, therefore, could no
longer be used as collateral for Purpose Loans made by US brokers and
dealers.
13. United Kingdom taxation
The following paragraphs, which are intended as a general guide only are based
on current UK tax law and practice. They summarise advice received by
Schlumberger in relation to certain limited aspects of the UK taxation
treatment of acceptance of the Offer as they relate to the position of Sema
Shareholders who are resident or ordinarily resident in the UK for tax
purposes, who are the beneficial owners of their Sema Shares and who hold them
as investments. Any person who is in any doubt as to his tax position or who
may be subject to tax in any jurisdiction outside the UK should consult an
appropriate professional adviser.
(a) UK taxation of chargeable gains ("CGT")
Liability to CGT will depend on the particular circumstances of Sema
Shareholders. An accepting Sema Shareholder will generally be treated as
effecting a disposal of his Sema Shares for the purposes of CGT and may,
depending on his individual circumstances, incur a liability to CGT.
IV-45
(b) Sema Share Option Schemes
Special tax provisions may apply to Sema Shareholders who acquired their
Sema Shares by exercising options under the Sema Share Option Schemes,
including provisions imposing a charge to income tax. Such shareholders are
therefore advised to seek their own independent professional advice in this
regard.
(c) Stamp duty and stamp duty reserve tax
No stamp duty or stamp duty reserve tax will be payable by Sema
Shareholders in connection with acceptance of the Offer.
14. United States federal income taxation
The following discussion is a summary of certain US federal income tax
considerations that may be relevant to holders of Sema Shares or Sema ADSs
considering the Offer. This summary is based on present law, which is subject
to changes that could apply retroactively and lead to tax consequences
different from those described below. No ruling has been requested or received
from the US Internal Revenue Service (the "IRS") in connection with the Offer.
No assurance can be given that the IRS will not assert, or a court would not
sustain, a position contrary to the conclusions expressed in this summary.
This discussion is not a comprehensive description of all the tax
considerations that may be relevant to any particular investor. This summary
also does not address US state and local tax considerations. Each holder
should consult its own tax advisor about the US federal, state and local
income tax consequences of the Offer.
This summary does not address the tax treatment of holders whose Sema Shares
or Sema ADSs were received in connection with the performance of services, and
it does not address the tax treatment of holders of options to acquire Sema
Shares or Sema ADSs.
(a) US Holders
For purposes of this summary, a "US holder" is a beneficial owner of Sema
Shares or Sema ADSs that is (i) a US citizen or resident, (ii) a
corporation, partnership or other entity created or organised under the
laws of the United States, (iii) an estate the income of which is subject
to US federal income tax regardless of source or (iv) a trust subject to
the control of a US person and the primary supervision of a US court.
This summary addresses the tax treatment of US holders who hold their Sema
Shares or Sema ADSs as capital assets and use the US dollar as their
functional currency. It does not address the tax treatment of US holders
subject to special rules, such as banks, dealers, insurance companies, tax-
exempt entities, persons that at any time have held 10 per cent. or more of
Sema voting shares, or persons holding Sema Shares or Sema ADSs as part of
a hedging, straddle, conversion, integrated, constructive sale or
constructive ownership transaction.
In a securities filing with the SEC on 22 June 2000, Sema stated its belief
that it was not a passive foreign investment company for US federal income
tax purposes, and this summary assumes that belief to be correct.
(i) Exchange of Sema Shares or Sema ADSs
A US holder will recognize capital gain or loss on the exchange of Sema
Shares or Sema ADSs in an amount equal to the difference between the US
holder's tax basis in its Sema Shares or Sema ADSs and the amount
realized. The amount realised will be the US dollar value of the pounds
sterling that Schlumberger pays for the US holder's shares. It is
possible that the value would be determined as of the settlement date
if either the US holder uses the cash method of accounting, or the US
holder uses the accrual method of accounting and properly elects to
determine value as of the settlement. Alternatively, it is possible
that the value would be determined on the date a US holder's tender of
Sema Shares or Sema ADSs is unconditionally accepted. A US holder will
have a tax basis in the pounds sterling Schlumberger pays equal to the
US dollar amount realised. A US holder will recognize exchange gain or
loss on a subsequent conversion of the pounds sterling paid by
Schlumberger for a different amount of US dollars. Unless the US dollar
value of the pounds sterling Schlumberger pays is determined as of the
settlement date, a US holder that receives US dollars may recognise
exchange gain or loss based on exchange rate movements between the date
the tender is unconditionally accepted and the settlement date. Any
exchange gain or loss will be US-source ordinary income or loss.
IV-46
(ii) Information Reporting and Backup Withholding
Proceeds from the sale of the Sema Shares or Sema ADSs may be reported
to the IRS, and a 31 per cent. backup withholding tax may apply to such
amounts unless the holder (i) is a corporation, (ii) provides an
accurate taxpayer identification number or (iii) otherwise establishes
a basis for exemption. The amount withheld will be allowed as a credit
against the holder's US federal income tax liability.
(b) Non-US Holders
For purposes of this summary, a "Non-US holder" is a beneficial owner of
Sema Shares or Sema ADSs that is not a US holder.
(i) Exchange of Sema Shares or Sema ADSs
A Non-US holder generally will not be subject to US federal income tax
upon the receipt of cash in exchange for Sema Shares or Sema ADSs
pursuant to the Offer unless (i) the Non-US holder's gain is
effectively connected with its conduct of a trade or business in the
United States or (ii) the non-US holder is an individual who is present
in the United States for 183 days or more in the taxable year of sale
and certain other conditions are met.
(ii) Information Reporting and Backup Withholding
Information reporting and a 31 per cent. backup withholding tax may
apply to any proceeds from the sale or other disposition of the Sema
Shares or Sema ADSs paid inside the United States (or through financial
intermediaries, including the US Depositary, with certain connections
to the United States), unless the Non-US holder (i) is a corporation,
(ii) provides a properly executed Form W-8BEN or (iii) otherwise
establishes a basis for exemption. Payments made outside the United
States by a non-US payor generally will not be subject to information
reporting or backup withholding. Non-US holders should consult their
tax advisers regarding whether they are subject to the backup
withholding and information reporting rules. The amount withheld will
be available for refund or a credit against the holder's US federal
income tax liability.
15. Fees and expenses
(a) Schlumberger
Schlumberger or Schlumberger Investments will pay fees or commissions to
the following for soliciting tenders of the Sema Securities pursuant to the
Offer or acceptances of the Offer.
Pursuant to a letter dated 18 January 2001 (the "Lehman Brothers Engagement
Letter"), Lehman Brothers is acting as the financial adviser to
Schlumberger Investments and Schlumberger in connection with the Offer.
Pursuant to the terms of the Lehman Brothers Engagement Letter, Lehman
Brothers will receive fees customary for the investment banking services
provided by it, together with reimbursement of expenses reasonably incurred
by Lehman Brothers. In addition, the Lehman Brothers Engagement Letter
contains an indemnity in favour of Lehman Brothers against, among other
things, certain claims, losses and expenses suffered or incurred by Lehman
Brothers arising from its engagement under the Lehman Brothers Engagement
Letter or relating to its role in connection with the Offer.
In addition, Lehman Brothers, Inc., in its capacity as US dealer manager,
may solicit tenders of shares pursuant to the Offer and may communicate
with brokers, dealers, commercial banks and trust companies with respect to
the Offer. Lehman Brothers will not receive any additional fee for its
services in this capacity.
Schlumberger Investments has retained Computershare PLC as the UK Receiving
Agent. The UK Receiving Agent has not been retained to make solicitations
or recommendations in its role as UK Receiving Agent. The UK Receiving
Agent will receive reasonable and customary compensation for its services,
will be reimbursed for certain reasonable out-of-pocket expenses and will
be indemnified against certain liabilities and expenses in connection
therewith.
Schlumberger Investments has also retained Citibank, N.A. as the US
Depositary. The US Depositary has not been retained to make solicitations
or recommendations in its role as US Depositary. The US Depository will
receive reasonable and customary compensation for its services, will be
reimbursed for certain reasonable out-of-pocket expenses and will be
indemnified against certain liabilities and expenses in connection
therewith, including certain liabilities under the United States federal
securities laws.
IV-47
In addition, Schlumberger Investments has retained DF King & Co., Inc. to
act as the Information Agent in connection with the Offer. The Information
Agent will receive reasonable and customary compensation for its services,
will be reimbursed for certain reasonable out-of-pocket expenses and will
be indemnified against certain liabilities and expenses in connection
therewith, including certain liabilities under the United States federal
securities laws.
Brokers, dealers, commercial banks and trust companies will be reimbursed
by Schlumberger for customary mailing and handling expenses incurred by
them in forwarding offering material to their customers.
(b) Sema
Pursuant to a letter dated 24 January 2001 (the "CSFB Engagement Letter")
Credit Suisse First Boston ("CSFB") is acting as joint financial adviser to
Sema in connection with the Offer. Pursuant to the terms of the CSFB
Engagement Letter, CSFB will receive fees customary for the investment
banking services provided by it, together with reimbursement of expenses
reasonably incurred by CSFB. In addition, the CSFB Engagement Letter
contains an indemnity in favour of CSFB against, among other things,
certain claims, losses and expenses suffered or incurred by CSFB arising
from its engagement under the CSFB Engagement Letter or relating to its
role in connection with the Offer.
Pursuant to a letter dated 24 January 2001 (the "Rothschild Engagement
Letter") Rothschild is also acting as joint financial adviser to Sema in
connection with the Offer. Pursuant to the terms of the Rothschild
Engagement Letter, Rothschild will receive fees customary for the
investment banking services provided by it, together with reimbursement of
expenses reasonably incurred by Rothchild. In addition, the Rothschild
Engagement Letter contains an indemnity in favour of Rothschild against,
among other things, certain claims, losses and expenses suffered or
incurred by Rothschild arising from its engagement under the Rothschild
Engagement Letter or relating to its role in connection with the Offer.
Except as disclosed herein, neither Sema nor any person acting on its
behalf currently intends to employ, retain or compensate any other person
directly or indirectly to make solicitations or recommendations to security
holders on its behalf concerning the Offer.
16. Sources of information and basis of calculation
Save as otherwise set out in this document, the following constitute the
sources of information and bases of calculation referred to in this document:
(a) The value placed by the Offer on the entire issued and to be issued
share capital of Sema is based on 614,348,483 Sema Shares in issue on
16 February 2001 (as sourced from Sema) and outstanding options in
respect of 34,487,775 Sema Shares under the Sema Share Option Schemes
as at 16 February 2001 (as sourced from Sema).
(b) The financial information relating to Sema is extracted from the
unaudited preliminary announcement of results for the year ended 31
December 2000, the Sema Listing Particulars and the Annual Report and
Accounts of Sema.
(c) The financial information relating to Schlumberger is extracted from
the Annual Financial Statements of Schlumberger and the unaudited
fourth quarter results for the period to 31 December 2000 and unaudited
preliminary results for the year ended 31 December 2000 as published by
Schlumberger on 18 January 2001.
(d) The closing prices of Sema Securities are derived from Reuters.
(e) Except where otherwise indicated, the following exchange rates have
been used in this document:
Date US$/(Pounds) Sterling FF/(Pounds) Sterling
---- --------------------- --------------------
16 February 2001................ 1.4483 10.3906
9 February 2001................. 1.4446 --
31 December 2000................ 1.4930 --
31 December 1999................ 1.6182 10.5477
31 December 1998................ 1.6600 9.3024
IV-48
17. Cash Confirmation
Lehman Brothers is satisfied that resources are available to Schlumberger
Investments sufficient to satisfy full acceptance of the Offer.
18. General
(a) Save as regards the undertakings given by directors and shareholders of
Sema (as referred to in paragraph 6(a) above) in connection with the Offer
or as otherwise disclosed in this document, no agreement, arrangement or
understanding (including any compensation arrangement) exists between
Schlumberger Investments or any party acting in concert with Schlumberger
Investments for the purposes of the Offer and any of the directors, recent
directors, shareholders or recent shareholders of Sema having any
connection with or dependence on, or which is conditional on the outcome
of, the Offer.
(b) Except as disclosed in this document, there is no agreement, arrangement
or understanding by which the beneficial ownership of any of the Sema
Securities which are the subject of the Offer acquired by Schlumberger
will be transferred to any other person, but Schlumberger Investments
reserves the right to transfer any such shares to any other member of
Schlumberger Group.
(c) Except as disclosed in this document, no proposal exists in connection
with the Offer for any payment or other benefit to be made or given by
Schlumberger Investments or any person acting in concert with it for the
purposes of the Offer to any director of Sema as compensation for loss of
office or as consideration for or in connection with his retirement from
office.
(d) Schlumberger does not intend that the payment of interest on, the
repayment of, or security for, any liability (contingent or otherwise)
will depend to any significant extent on the business of Sema.
(e) Lehman Brothers, Morgan Stanley Dean Witter, Schroder Salomon Smith
Barney, Credit Suisse First Boston and Rothschild have given and not
withdrawn their written consent to the issue of this document with the
references to their respective names in the form and context in which they
appear.
(f) Except as disclosed in this document, there has been no material change in
the financial or trading position of the Schlumberger Group since 31
December 1999 (the date to which the latest audited accounts of the
Schlumberger Group were prepared).
(g)(i) The net cash position of the Sema Group at 31 January 2001 is estimated
to have been approximately (Pounds)61 million compared to approximately
(Pounds)105.6 million at 31 December 2000. This reduction reflects
regular quarterly payments made during January 2001, and the timing of
payments on large contracts, in the ordinary course of business of the
Sema Group. The net cash position in January 2000 reduced considerably
from the position at 31 December 1999 for similar reasons.
(ii) Except as disclosed in this document, there has been no material
change in the financial or trading position of the Sema Group since 31
December 1999 (the date to which the latest audited accounts of the
Sema Group were prepared).
(h) Affiliates of Lehman Brothers, Morgan Stanley Dean Witter and Schroder
Salomon Smith Barney may continue to effect purchases and sales in
relevant securities of Sema during the Offer Period as exempt principal
trader or exempt market maker (as such terms are defined in the City
Code). The City Code requires publication of the aggregate number of such
purchases and sales and the highest and lowest prices paid and received on
each business day during the Offer Period by 12 noon (London time) on the
following business day. You can obtain this information from the Company
Announcements Office of the London Stock Exchange.
19. Documents available for inspection
Copies of the following documents are available for inspection at the offices
of Freshfields Bruckhaus Deringer, 65 Fleet Street, London EC4Y 1HS, during
normal business hours on any weekday (public holidays excepted) while the
Offer remains open for acceptance:
(a) the articles of incorporation and by-laws of Schlumberger and the
certificate of incorporation, memorandum and articles of
association of Schlumberger Investments;
IV-49
(b) the certificate of incorporation and memorandum and articles of
association of Sema;
(c) the audited consolidated accounts of Schlumberger for the last two
financial years ended 31 December 1999;
(d) the audited consolidated accounts of Sema for the last two financial
years ended 31 December 1999;
(e) the service agreements referred to in paragraph 8 above;
(f) the undertakings referred to in paragraph 6 of the Letter from Lehman
Brothers above;
(g) the written consents referred to in paragraph 18(e) above;
(h) the material contracts referred to in paragraph 6 above;
(i) this document and the Acceptance Forms;
(j) the preliminary announcement of the unaudited results for Sema for the
year ended 31 December 2000, together with the additional information
announced in conjunction therewith;
(k) the Sema Listing Particulars;
(l) the unaudited fourth quarter results for the period ended 31 December
2000 and unaudited preliminary results for Schlumberger for the year
ended 31 December 2000;
(m) the full list of aggregated dealings referred to in paragraph 4.
20. Miscellaneous
Schlumberger is not aware of any jurisdiction where the making of the Offer is
prohibited by any administrative or judicial action pursuant to any valid
state statute of any State of the United States. If Schlumberger becomes aware
of any valid US state statute prohibiting the making of the Offer or the
acceptance of the Sema Securities pursuant thereto, Schlumberger will make a
good faith effort to comply with such US state statute or seek to have such
statute declared inapplicable to the Offer. If, after such good faith effort,
Schlumberger cannot comply with any such state statute, the Offer will not be
made to (and tenders will not be accepted from or on behalf of) holders in
such state. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall
be deemed to be made on behalf of Schlumberger by one or more registered
brokers or dealers which are licensed under the laws of such jurisdiction.
There is no material pending legal proceeding relating to the Offer.
No person has been authorised to give any information or make any
representation on behalf of Schlumberger not contained in this document or in
the Form of Acceptance or Letter of Transmittal and, if given or made, such
information or representation must not be relied upon as having been
authorised.
Schlumberger has filed with the SEC a Schedule TO, together with exhibits,
pursuant to Section 14(d)(1) of the Exchange Act and Rule 14d-3 promulgated
thereunder, furnishing certain additional information with respect to the
Offer, and may file amendments thereto. The Schedule TO and any amendments
thereto, including exhibits, may be inspected at, and copies may be obtained
from, the same places and in the manner set forth in paragraph 19 of Appendix
IV.
IV-50
SCHEDULE IVA
INFORMATION CONCERNING THE DIRECTORS
OF SCHLUMBERGER INVESTMENTS
Set forth below is the name, present principal occupation or employment and
material occupations, positions, offices or employments for the past five
years of each member of the board of directors of Schlumberger Investments.
Each such person is, unless indicated below, a citizen of the US.
Present Principal Occupation or Employment;
Material Positions Held During the Past Five
Name Years
---- ----------------------------------------------
D. Euan Baird, 63.............. Mr Baird is a director of Schlumberger
Investments. He is also currently the
Chairman, President and Chief Executive
Officer of Schlumberger and has served in this
capacity since prior to 1992. Mr Baird is also
currently a director of Scottish Power plc, a
company which supplies gas, electricity and
water services in the United Kingdom and in
the western United States, and a trustee of
Haven Capital Management Trust. Mr Baird is a
citizen of the United Kingdom.
Victor E. Grijalva, 62......... Mr Grijalva is a director of Schlumberger
Investments. He is also currently the Vice
Chairman of Schlumberger and has served in
this capacity since April 1998. In addition,
Mr Grijalva currently serves as the Chairman
of the Board of Directors of Transocean Sedco
Forex Inc., an offshore drilling company. He
was Schlumberger's Executive Vice President,
Oilfield Services, from 1994 to April 1998 and
its Executive Vice President, Wireline,
Testing & Anadrill, from 1992 to 1994. Mr
Grijalva is a citizen of Ecuador.
James L. Gunderson, 45......... Mr Gunderson is a director of Schlumberger
Investments. He is also currently the
Secretary and General Counsel of Schlumberger
and has served in this capacity since January
1999. Mr Gunderson was Deputy General Counsel
of Schumberger from October 1994 to January
1999.
Jack Liu, 51................... Mr Liu is a director of Schlumberger
Investments. He is also currently Executive
Vice President, Chief Financial Officer and
Chief Accounting Officer of Schlumberger and
has served in this capacity since January
1999. Mr Liu was Schlumberger's Controller
from July 1998 to December 1998 and the
President of its Measurement & Systems Asia
from October 1993 to June 1998.
Jean-Dominique Percevault, 55.. Mr Percevault is a director of Schlumberger
Investments. He is also currently the Vice
President, European Affairs, of Schlumberger
and has served in this capacity since May
1994. Mr Percevault was the President, Geco-
Prakla, of Schlumberger until May 1994. Mr
Percevault is a citizen of France.
IV-51
SCHEDULE IVB
INFORMATION CONCERNING THE DIRECTORS AND THE EXECUTIVE
OFFICERS OF SCHLUMBERGER
Set forth below is the name, present principal occupation or employment and
material occupations, positions, offices or employments for the past five
years of each member of the board of directors and each executive officer of
Schlumberger. Each such person is, unless indicated below, a citizen of the
US. Executive officers, as defined in the Exchange Act, are identified by an
asterisk.
Present Principal Occupation or Employment;
Name and Age Material Positions Held During the Past Five Years
------------ ----------------------------------------------------
*D. Euan Baird, 63....... Mr Baird is the Chairman, President and Chief
Executive Officer of Schlumberger and has served in
this capacity since prior to 1992. He is also
currently a director of Scottish Power, a company
which supplies gas, electricity and water services
in the United Kingdom and in the western United
States, and a trustee of Haven Capital Management
Trust. Mr Baird is a citizen of the United Kingdom.
*Victor E. Grijalva, 62.. Mr Grijalva is the Vice Chairman of Schlumberger and
has served in this capacity since April 1998. He
also currently serves as the Chairman of the Board
of Directors of Transocean Sedco Forex Inc., an
offshore drilling company. From 1994 to 1998 Mr
Grijalva served as Schlumberger's Executive Vice
President, Oilfield Services, and from 1992 to 1994
he was its Executive Vice President for Wireline,
Testing & Anadrill. Mr Grijalva is a citizen of
Ecuador.
Don E. Ackerman, 67...... Mr Ackerman, a private investor since 1991, is a
director of Schlumberger.
John Deutch, 62.......... Mr Deutsch is a director of Schlumberger. He is also
currently a director of Citigroup, a banking and
insurance organization; CMS Energy Corp., a
diversified energy company; Cummins Engine Company,
Inc., a manufacturer of diesel engines and
components; ARIAD Pharmaceuticals, which is engaged
in the discovery of novel pharmaceuticals; and
Raytheon Corporation, an electronics manufacturer.
Mr Deutsch has been an institute professor at
Massachusetts Institute of Technology in Cambridge,
Massachusetts, since January 1997. He served as the
Director of U.S. Central Intelligence from May 1995
to December 1996, the Deputy Secretary of Defense
from April 1994 to May 1995, the Undersecretary of
Defense (Acquisition and Technology) from March 1993
to 1994 and the Director of Schlumberger from May
1987 to 1993.
Denys Henderson, 68...... Mr Henderson is a director Schlumberger. He is also
currently the Chairman of The Rank Group Plc., a
diversified leisure services concern, and has served
in this capacity since March 1995. Mr Henderson
served as the Chairman of Dalgety PLC from January
1997 to December 1998 and the Chairman of Zeneca
Group PLC from June 1993 to May 1995. He was the
Chairman of Imperial Chemical Industries PLC from
June 1993 to April 1995 and was its Chairman and
Chief Executive Officer from April 1987 to June
1993. All of these companies are located in the
United Kingdom, and Mr Henderson is a citizen of
that country.
Andre Levy-Lang, 63...... Mr Levy-Lang, an independent investor since November
1999, is a director of Schlumberger. He also
currently serves as a director and member of the
Compensation Committee of AGF, a French insurance
company, and as a director of Dexia, a Belgian
financial services company. Mr Levy-Lang was the
Chairman of the Executive Board of Paribas, an
international banking group, from May 1998 to August
1999, and he served as the Chairman of the Board of
Management of Compagnie Financiere de Paribas in
Paris from June 1990 until May 1998. Mr Levy-Lang is
a citizen of France.
IV-52
Present Principal Occupation or Employment;
Material Positions Held During the Past Five
Name and Age Years
------------ ----------------------------------------------
William T. McCormick, Jr., 56.. Mr McCormick is a director of Schlumberger. He
is also currently the Chairman and Chief
Executive Officer of CMS Energy Corp., a
diversified energy company in Dearborn,
Michigan; a director of Bank One, Inc., a
regional bank holding company; and Rockwell
International Inc., a diversified producer of,
among others, electronic, industrial
automation and avionics products.
Didier Primat, 56.............. Mr Primat is a director of Schlumberger. He is
also currently the President of Primwest
Holding N.V., an investment management company
located in Curacao, N.A. Mr Primat is a
citizen of France.
Nicolas Seydoux, 61............ Mr Seydoux is a director of Schlumberger N.V.
He also currently serves as the Chairman and
Chief Executive Officer of Gaumont, a French
film-production company located in Paris. Mr
Seydoux is a citizen of France.
Linda Gillespie Stuntz, 46..... Ms Stuntz is a director of Schlumberger. She
also currently serves as a director of
American Electric Power Company, Inc., an
electric and power holding company, and is the
Chairman of its Finance Committee and a member
of its Executive, Directors, Nuclear Oversight
and Public Policy Committees. She has been a
partner at the law firm of Stuntz, Davis &
Staffier P.C. in Washington, D.C. since
February 1995. From March 1993 to February
1995 she was a partner in the law firm of Van
Ness Feldman, P.C.
Sven Ullring, 65............... Mr Ullring, an independent advisor since June
2000, is a director of Schlumberger. From July
1985 to May 2000 he was the President and
Chief Executive Officer of Det Norske Veritas
in Hovik, Norway, a provider of safety,
quality and reliability services to maritime,
offshore and other industries. Mr Ullring also
currently serves as the Chairman of the
Supervisory Boards of Norsk Hydro, an energy,
fertilizer and metals company, and Storebrand,
an insurance company. In addition, he is a
member of the Supervisory Board of ABB Norway.
With the exception of Schlumberger, all of
these companies are located in Oslo, Norway.
Mr Ullring is also a member of the Board of
Keppel Corporation, a real estate development,
shipbuilding and telecommunications company in
Singapore and serves as the Chairman of the
Board of the Foundation for Business and
Sustainable Development in Oslo. He is a
citizen of Norway.
Yoshihiko Wakumoto, 69......... Mr Wakumoto is a director of Schlumberger.
Since July 1996 he has acted as an adviser to
Toshiba Corporation, an electronics and energy
technology company in Tokyo. Mr Wakumoto was a
member of Toshiba's Board from July 1988 to
June 1996, its Executive Vice President from
July 1992 to June 1996, with responsibility
for corporate planning, group companies and
information systems (1992 to 1995) and
international affairs (1996). He is currently
the Vice President (part-time executive member
of the Board) of The Japan Foundation, a
nonprofit institution funded by the Japanese
Government and incorporated under a special
enactment. Mr Wakumoto is a citizen of Japan.
*Pierre E. Bismuth, 56......... Mr Bismuth is the Vice President, Personnel,
of Schlumberger and has served in this
capacity since 1994. From October 1993 to
January 1994 he was the Personnel Director,
Oilfield Services. Mr Bismuth is a citizen of
France.
*Jean Chevallier, 53........... Mr Chevallier is the Vice President,
Information Technology, of Schlumberger and
has served in this capacity since February
1999. Since October 2000 he has been the
Director and President of Convergent Holding
Corporation. Mr Chevallier was the President
of Omnes from August 1994 to February 1999;
Vice President of Schlumberger Communications
from February 1994 to August 1994; and the
Vice President, Research and Engineering, and
General Manager of Sedco Forex Drilling
Services from 1983 to February 1994. Mr
Chevallier is a citizen of France.
IV-53
Present Principal Occupation or Employment;
Material Positions Held During the Past Five
Name and Age Years
------------ ---------------------------------------------
*Mark Danton, 44................ Mr Danton is the Vice President, Director of
Taxes, of Schlumberger and has served in this
capacity since January 1999. He was the
Deputy Director of Taxes from January 1995 to
January 1999 and the Tax Manager, Atlantic
Asia Oilfield Services from June 1991 to
January 1995. Mr Danton is a citizen of the
United Kingdom.
*Andrew Gould, 54............... Mr Gould is the Executive Vice President,
Oilfield Services, of Schlumberger and has
served in this capacity since January 1999.
He was the Executive Vice President, OFS
Products, from February 1998 to January 1999;
the President, Wireline & Testing, from
October 1993 to February 1998; and the
President of Sedco Forex until September
1993. Mr Gould is a citizen of the United
Kingdom.
*James L. Gunderson, 45......... Mr Gunderson is the Secretary and General
Counsel of Schlumberger and has served in
this capacity since January 1999. He was
Deputy General Counsel from October 1994 to
January 1999.
*Philippe Lacour-Gayet, 53...... Mr Lacour-Gayet is the Vice President and
Chief Scientist of Schlumberger and has
served in this capacity since January 2001.
He was the Chief Scientist from July 1997 to
January 2001; the Vice President and General
Manager, Schlumberger Riboud Product Center,
from December 1995 to July 1997; and the Vice
President and General Manager, Schlumberger
Kabushiki Kaisha, from October 1993 to
December 1995. Mr Lacour-Gayet is a citizen
of France.
*Jack Liu, 51................... Mr Liu is the Executive Vice President, Chief
Financial Officer and Chief Accounting
Officer of Schlumberger and has been serving
in this capacity since January 1999. He was
Schlumberger's Controller from July 1998 to
December 1998 and the President of its
Measurement & Systems Asia from October 1993
to June 1998.
*Clermont A. Matton, 59......... Mr Matton is the Executive Vice President,
Resource Management Services, of Schlumberger
and has served in this capacity since June
1997. He was the Executive Vice President,
Measurement & Systems, from 1993 to June 1997
and the Executive Vice President,
Technologies, until 1992. Mr Matton is a
citizen of Canada.
*Jean-Dominique Percevault, 55.. Mr Percevault is the Vice President, European
Affairs, of Schlumberger and has been serving
in this capacity since May 1994. He served as
the President, Schlumberger Geco-Prakla,
until May 1994. Mr Percevault is a citizen of
France.
*Jean-Marc Perraud, 53.......... Mr Perraud is the Treasurer of Schlumberger
and has been serving in this capacity since
January 1999. He was the Vice President,
Director of Taxes, from 1993 to December
1998; and the Group Controller, Schlumberger
Industries, from 1991 to 1993. Mr Perraud is
a citizen of France.
*Irwin Pfister, 56.............. Mr Pfister is the Executive Vice President,
Test & Transactions, of Schlumberger and has
served in this capacity since June 1997. He
was General Manager, Automated Test
Equipment, until June 1997. He is also
currently a director of Vecco Instruments.
*Rex Ross, 57................... Mr Ross is the Vice President,
Communications, of Schlumberger and has
served in this capacity since October 1999.
He was the President, Omnes, from January to
September 1999; the President, Oilfield
Services North America, in 1998; and the
President, GeoQuest, from 1995 through 1997.
IV-54
APPENDIX V
CERTAIN PROVISIONS OF THE COMPANIES ACT
Set out below is an extract from the Companies Act:
TAKEOVER OFFERS
428. Takeover Offers
(1) In this Part of this Act "takeover Offer" means an Offer to acquire all
the shares, or all the shares of any class or classes, in a company (other
than shares which at the date of the Offer are already held by the
Offeror), being an Offer on terms which are the same in relation to all
the shares to which the Offer relates or, where those shares include
shares of difference classes, in relation to all the shares of each class.
(2) In subsection (1) "shares" means shares which have been allotted on the
date of the Offer but a takeover Offer may include among the shares to
which it relates all or any shares that are subsequently allotted before a
date specified in or determined in accordance with the terms of the Offer.
(3) The terms Offered in relation to any shares shall for the purpose of this
section be treated as being the same in relation to all the shares or, as
the case may be, all the shares of a class to which the Offer relates
notwithstanding any variation permitted by subsection (4).
(4) A variation is permitted by this subsection where -
(a) the law of a country or territory outside the United Kingdom precludes
an Offer of consideration in the form or any of the forms specified in
the terms in question or precludes it except after compliance by the
Offeror with conditions with which he is unable to comply or which he
regards as unduly onerous; and
(b) the variation is such that the persons to whom an Offer of
consideration in that form is precluded are able to receive
consideration otherwise than in that form but of substantially
equivalent value.
(5) The reference in subsection (1) to shares already held by the Offeror
includes a reference to shares which he has contracted to acquire but that
shall not be construed as including shares which are the subject of a
contract binding the holder to accept the Offer when it is made, being a
contract entered into by the holder either for no consideration and under
seal or for no consideration other than a promise by the Offeror to make
the Offer.
(6) In the application of subsection (5) to Scotland the words "and under
seal" shall be omitted.
(7) Where the terms of an Offer make provision for their revision and for
acceptances on the previous terms to be treated as acceptances on the
revised terms, the revision shall not be regarded for the purposes of this
Part of this Act is the making of a fresh Offer and references in this
Part of this Act to the date of the Offer shall accordingly be construed
as references to the date on which the original Offer was made.
(8) In this Part of this Act the "Offeror" means, subject to section 430D,
the person making a takeover Offer and the "company" means the company
whose shares are the subject of the Offer.
429. Right of Offeror to Buy Out Minority Shareholders
(1) If, in a case in which a takeover Offer does not relate to shares of
different classes, the Offeror has by virtue of acceptance of the Offer
acquired or contracted to acquire not less than nine-tenths in value of
the shares to which the Offer relates he may give notice to the holder of
any shares to which the Offer relates which the Offeror has not acquired
or contracted to acquire that he desires to acquire those shares.
(2) It, in a case in which a takeover Offer relates to shares of different
classes, the Offeror has by virtue of acceptances of the Offer acquired
or contracted to acquire not less than nine-tenths in value of the shares
of any class to which the Offer relates, he may give notice to the holder
of any shares of that class which the Offeror has not acquired or
contracted to acquire that he desires to acquire those shares.
V-1
(3) No notice shall be given under subsection (1) or (2) unless the Offeror
has acquired or contracted to acquire the shares necessary to satisfy the
minimum specified in that subsection before the end of the period of four
months beginning with the date of the Offer and no such notice shall be
given after the end of the period of two months beginning with the date on
which he has acquired or contracted to acquire shares which satisfy that
minimum.
(4) Any notice under this section shall be given in the prescribed manner;
and when the Offeror gives the first notice in relation to an Offer he
shall send a copy of it to the company together with a statutory
declaration by him in the prescribed form stating that the conditions for
the giving of the notice are satisfied.
(5) Where the Offeror is a company (whether or not a company within the
meaning of this Act) the statutory declaration shall be signed by a
director.
(6) Any person who fails to send a copy of a notice or statutory declaration
as required by subsection (4) or makes such a declaration for the purposes
of that subsection knowing it to be false or without having reasonable
grounds for believing it to be true shall be liable to imprisonment or a
fine, or both, and for continued failure to send the copy or declaration,
to a daily default fine.
(7) If any person is charged with an offence for failing to send a copy of a
notice as required by subsection (4) it is a defence for him to prove
that he took reasonable steps for securing compliance with that
subsection.
(8) Where during the period within which a takeover Offer can be accepted the
Offeror acquires or contracts to acquire any of the shares to which the
Offer relates but otherwise than by virtue of acceptances of the Offer,
then, if -
(a) the value of the consideration for which they are acquired or
contracted to be acquired ("the acquisition consideration") does not at
that time exceed the value of the consideration specified in the terms
of the Offer; or
(b) those terms are subsequently revised so that when the revision is
announced the value of the acquisition consideration, al the time
mentioned in paragraph (a) above, no longer exceeds the value of the
consideration specified in those terms,
the Offeror shall be treated for the purposes of this section as having
acquired or contracted to acquire those shares by virtue of acceptances of
the Offer; but in any other case those shares shall be treated as excluded
from those to which the Offer relates.
430. Effect of Notice Under Section 429
(1) The following provisions shall, subject to section 430C, have effect where
a notice is given in respect of any shares under section 429.
(2) The Offeror shall be entitled and bound to acquire those shares on the
terms of the Offer.
(3) Where the terms of an Offer are such as to give the holder of any shares
a choice of consideration the notice shall give particulars of the choice
and state:
(a) that the holder of the shares may within six weeks from the date of the
notice indicate his choice by a written communication sent to the
Offeror at an address specified in the notice; and
(b) which consideration specified in the Offer is to be taken as applying
in default of his indicating a choice as aforesaid;
and the terms of the Offer mentioned in subsection (2) shall be determined
accordingly.
(4) Subsection (3) applies whether or not any time-limit or the other
conditions applicable to the choice under the terms of the Offer can still
be complied with; and if the consideration chosen by the holders of the
shares:
(a) is not cash and the Offeror is no longer able to provide it; or
V-2
(b) was to have been provided by a third party who is no longer bound or
able to provide it, the consideration shall be taken to consist of an
amount of cash payable by the Offeror which at the date of the notice
is equivalent to the chosen consideration.
(5) At the end of six weeks from the date of the notice the Offeror shall
forthwith:
(a) send a copy of the notice to the company; and
(b) pay or transfer to the company the consideration for the shares to
which the notice relates.
(6) If the shares to which the notice relates are registered the copy of the
notice sent to the company under subsection (5)(a) shall be accompanied by
an instrument of transfer executed on behalf of the shareholder by a
person appointed by the Offeror; and on receipt of that instrument the
company shall register the Offeror as the holder of those shares.
(7) If the shares to which the notice relates are transferable by the delivery
of warrants or other instruments the copy of the notice sent to the
company under subsection (5)(a) shall be accompanied by a statement to
that effect, and the company shall on receipt of the statement issue the
Offeror with warrants or other instruments in respect of the shares and
those already in issue in respect of the shares shall become void.
(8) Where the consideration referred to in paragraph (b) of subsection (5)
consists of shares or securities to be allotted by the Offeror the
reference in that paragraph to the transfer of the consideration shall be
construed as a reference to the allotment of the shares or securities to
the company.
(9) Any sum received by a company under paragraph (b) of subsection (5) and
any other consideration received under that paragraph shall be held by the
company on trust for the person entitled to the shares in respect of which
the sum or other consideration was received.
(10) Any sum received by a company under paragraph (b) of subsection (5), and
any dividend or other sum accruing from any other consideration received
by a company under that paragraph, shall be paid into a separate bank
account, being an account the balance on which bears interest at an
appropriate rate and can be withdrawn by such notice (if any) as is
appropriate.
(11) Where after reasonable enquiry made at such intervals as are reasonable
the person entitled to any consideration held on trust by virtue of
subsection (9) cannot be found and twelve years have elapsed since the
consideration was received or the company is wound up the consideration
(together with any interest, dividend or other benefit that has accrued
from it) shall be paid into court.
(12) In relation to a company registered in Scotland, subsections (13) and
(14) shall apply in place of subsection (11).
(13) Where after reasonable enquiry made at such intervals as are reasonable
the person entitled to any consideration held on trust by virtue of
subsection (9) cannot be found and twelve years have elapsed since the
consideration was received or the company is wound up:
(a) the trust shall terminate;
(b) the company or, as the case may be, the liquidator shall sell any
consideration other than cash and any benefit other than cash that has
accrued from the consideration; and
(c) a sum representing -
(i) the consideration so far as it is cash;
(ii) the proceeds of any sale under paragraph (b) above; and
(iii) any interest, dividend or other benefit that has accrued from the
consideration,
shall be deposited in the name of the Accountant of Court in a bank account
such as is referred to in subsection (10) and the receipt for the deposit
shall be transmitted to the Account of Court.
V-3
(14) Section 58 of the Bankruptcy (Scotland) Act 1985 (so far as consistent
with this Act) shall apply with any necessary modifications to sums
deposited under subsection (13) as that section applies to sums deposited
under section 57(1)(a) of that Act.
(15) The expenses of any such enquiry as is mentioned in subsection (11) or
(13) may be defrayed out of the money or other property held on trust
for the person or persons to whom the enquiry relates.
430A. Right of Minority Shareholder to be Bought Out by Offeror
(1) If a takeover Offer relates to all the shares in a company and at any time
before the end of the period within which the Offer can be accepted:
(a) the Offeror has by virtue of acceptances of the Offer acquired or
contracted to acquire some (but not all) of the shares to which the
Offer relates; and
(b) those shares, with or without any other shares in the company which he
has acquired or contracted to acquire, amount to not less than nine-
tenths in value of all the shares in the company, the holder of any
shares to which the Offer relates who has not accepted the Offer may
by a written communication addressed to the Offeror require him to
acquire those shares.
(2) If a takeover Offer relates to shares of any class or classes and at any
time before the end of the period within which the Offer can be accepted:
(a) the Offeror has by virtue of acceptances of the Offer acquired or
contracted to acquire some (but not all) of the shares of any class to
which the Offer relates; and
(b) those shares, with or without any other shares of that class which he
has acquired or contracted to acquire, amount to not less than nine-
tenths in value of all the shares of that class,
the holder of any shares of that class who has not accepted the Offer may
by a written communication addressed to the Offeror require him to acquire
those shares.
(3) Within one month of the time specified in subsection (1) or, as the case
may be, subsection (2) the Offeror shall give any shareholder who has not
accepted the Offer notice in the prescribed manner of the rights that are
exercisable by him under that subsection; and if the notice is given
before the end of the period mentioned in that subsection it shall state
that the Offer is still open for acceptance.
(4) A notice under subsection (3) may specify a period for the exercise of the
rights conferred by this section and in that event the rights shall not be
exercisable after the end of that period; but no such period shall end
less than three months after the end of the period within which the Offer
can be accepted.
(5) Subsection (3) does not apply if the Offeror has given the shareholder a
notice in respect of the shares in question under section 429.
(6) If the Offeror fails to comply with subsection (3) he and, if the Offeror
is a company, every officer of the company who is in default or to whose
neglect the failure is attributable, shall be liable to a fine and for
continued contravention, to a daily default fine.
(7) If an Offeror other than a company is charged with an offence for failing
to comply with subsection (3) it is a defence for him to prove that he
took all reasonable steps for securing compliance with that subsection.
430B. Effect of Requirement under Section 430A
(1) The following provisions shall, subject to section 430C, have effect where
a shareholder exercises his rights in respect of any shares under section
430A.
(2) The Offeror shall be entitled and bound to acquire those shares on the
terms of the Offer or on such other terms as may be agreed.
V-4
(3) Where the terms of an Offer are such as to give the holder of shares a
choice of consideration the holder of the shares may indicate his choice
when requiring the Offeror to acquire them and the notice given to the
holder under section 430A(3) -
(a) shall give particulars of the choice and of the rights conferred by
this subsection; and
(b) may state which consideration specified in the Offer is to be taken as
applying in default of his indicating a choice;
and the terms of the Offer mentioned in subsection (2) shall be determined
accordingly.
(4) Subsection (3) applies whether or not any time-limit or other conditions
applicable to the choice under the terms of the Offer can still be
complied with; and it the consideration chosen by the holder of the shares
-
(a) is not cash and the Offeror is no longer able to provide it; or
(b) was to have been provided by a third party who is no longer bound or
able to provide it,
the consideration shall be taken to consist of an amount of cash payable by
the Offeror which at the date where the holder of the shares requires the
Offeror to acquire them is equivalent to the chosen consideration.
430C. Applications to the Court
(1) Where a notice is given under section 429 to the holder of any shares the
court may, on an application made by him within six weeks from the date on
which the notice was given -
(a) order that the Offeror shall not be entitled and bound to acquire the
shares; or
(b) specify terms of acquisition different from those of the Offer.
(2) If an application to the court under subsection (1) is pending at the end
of the period mentioned in subsection (5) of section 430 that subsection
shall not have effect until the application has been disposed of.
(3) Where the holder of any shares exercises his rights under section 430A the
court may, on an application made by him or the Offeror, order that the
terms on which the Offeror is entitled and bound to acquire the shares
shall be such as the court thinks fit.
(4) No order for costs or expenses shall be made against a shareholder making
an application under subsection (1) or (3) unless the court considers -
(a) that the application was unnecessary, improper or vexatious; or
(b) that there has been unreasonable delay in making the application or
unreasonable conduct on his part in conducting the proceedings on the
application.
(5) Where a takeover Offer has not been accepted to the extent necessary for
entitling the Offeror to give notices under subsection (1) or (2) of
section 429 the court may, on the application of the Offeror, make an
order authorising him to give notices under that subsection if satisfied -
(a) that the Offeror has after reasonable enquiry been unable to trace one
or more of the persons holding shares to which the Offer relates;
(b) that the shares which the Offeror has acquired or contracted to acquire
by virtue of acceptances of the Offer, together with the shares held by
the person or persons mentioned in paragraph (a), amount to not less
than the minimum specified in that subsection; and
(c) that the consideration Offered is fair and reasonable;
but the court shall not make an order under this subsection unless it
considers that it is just and equitable to do so having regard, in
particular, to the number of shareholders who have been traced but who have
not accepted the Offer.
430D. Joint Offers
(1) A takeover Offer may be made by two or more persons jointly and in that
event this Part of this Act has effect with the following modifications.
V-5
(2) The conditions for the exercise of the rights conferred by sections 429
and 430A shall be satisfied by the joint Offerors acquiring or contracting
to acquire the necessary shares jointly (as respects acquisitions by
virtue of acceptances of the Offer) and either jointly or separately (in
other cases); and, subject to the following provisions, the rights and
obligations of the Offeror under those sections and sections 430 and 430B
shall be respectively joint rights and joint and several obligations of
the joint Offerors.
(3) It shall be a sufficient compliance with any provision of those sections
requiring or authorising a notice or other document to be given or sent by
or to the joint Offerors that it is given or sent by or to any of them;
but the statutory declaration required by section 429(4) shall be made by
all of them and, in the case of a joint Offeror being a company, signed by
a director of that company.
(4) In sections 428, 430(8) and 430E references to the Offeror shall be
construed as references to the joint Offerors or any of them.
(5) In sections 430(6) and (7) references to the Offeror shall be construed as
references to the joint Offerors or such of them as they may determine.
(6) In sections 430(4)(a) and 430B(4)(a) references to the Offeror being no
longer able to provide the relevant consideration shall be construed as
references to none of the joint Offerors being able to do so.
(7) In section 430C references to the Offeror shall be construed as references
to the joint Offerors except that any application under subsection (3) or
(5) may be made by any of them and the reference in subsection (5)(a) to
the Offeror having been unable to trace one or more of the persons holding
shares shall be construed as a reference to none of the Offerors having
been able to do so.
430E. Associates
(1) The requirement in section 428(1) that a takeover Offer must extend to all
the shares, or all the shares of any class or classes, in a company shall
be regarded as satisfied notwithstanding that the Offer does not extend to
shares which associates of the Offeror hold or have contracted to acquire;
but, subject to subsection (2), shares which any such associate holds or
has contracted to acquire, whether at the time when the Offer is made or
subsequently, shall be disregarded for the purposes of any reference in
this Part of this Act to the shares to which a takeover Offer relates.
(2) Where during the period within which a takeover Offer can be accepted any
associate of the Offeror acquires or contracts to acquire any of the
shares to which the Offer relates, then, if the condition specified in
subsection 8(a) or (b) of section 429 is satisfied as respects those
shares they shall be treated for the purposes of that section as shares to
which the Offer relates.
(3) In section 430(A)(1)(b) and (2)(b) the reference to shares which the
Offeror has acquired or contracted to acquire shall include a reference to
shares which any associate of his has acquired or contracted to acquire.
(4) In this clause "associate", in relation to an Offeror, means-
(a) a nominee of the Offeror;
(b) a holding company, subsidiary or fellow subsidiary of the Offeror or a
nominee of such a holding company, subsidiary or fellow subsidiary;
(c) a body corporate in which the Offeror is substantially interested; or
(d) any person who is, or is a nominee of, a party to an agreement with the
Offeror for the acquisition of, or of an interest in, the shares which
are the subject of the takeover Offer, being an agreement which
includes provisions imposing obligations or restrictions such as are
mentioned in section 204(2)(a).
(5) For the purposes of subsection (4)(b) a company is a fellow subsidiary of
another body corporate if both are subsidiaries of the same body corporate
but neither is a subsidiary of the other.
(6) For the purposes of subsection (4)(c) an Offeror has a substantial
interest in a body corporate if-
(a) that body or its directors are accustomed to act in accordance with his
directions or instructions; or
V-6
(b) he is entitled to exercise or control the exercise of one-third or more
of the voting power at general meetings of that body.
(7) Subsections (5) and (6) of section 204 shall apply to subsection (4)(d)
above as they apply to that section and subsections (3) and (4) of section
203 shall apply for the purposes of subsection (6) above as they apply for
the purposes of subsection (2)(b) of that section.
(8) Where the Offeror is an individual his associates shall also include his
spouse and any minor child or step-child of his.
430F. Convertible Securities
(1) For the purposes of this Part of this Act securities of a company shall be
treated as shares in the company if they are convertible into or entitle
the holder to subscribe for such shares; and references to the holder of
shares or a shareholder shall be construed accordingly.
(2) Subsection (1) shall not be construed as requiring any securities to be
treated:
(a) as shares of the same class as those into which they are convertible or
for which the holder is entitled to subscribe; or
(b) as shares of the same class as other securities by reason only that the
shares into which they are convertible or for which the holder is
entitled to subscribe are of the same class.
V-7
APPENDIX VI
DEFINITIONS
The following definitions apply throughout this document, unless the context
otherwise requires:
"Acceptance Condition" the Condition set out in paragraph (a) of Part A
of Appendix I;
"Acceptance Form(s)" the Form of Acceptance and, with respect to Sema
ADSs only, the Letter of Transmittal and the
Notice of Guaranteed Delivery;
"ADR" an American Depositary Receipt evidencing ADSs;
"ADS" an American Depositary Share;
"Agent's Message" a message transmitted by a Book-Entry Transfer
Facility to, and received by, the US Depositary
and forming part of a Book-Entry Confirmation
that states that such Book-Entry Facility has
received an express acknowledgement from the
participant in such Book-Entry Facility tendering
the interests in Sema ADSs that such participant
has received and agrees to be bound by the terms
of the Letter of Transmittal and that
Schlumberger may enforce such agreement against
the participant;
"Annual Financial the annual report filed on form 10-K of
Statements of Schlumberger for the year ended 31 December 1999;
Schlumberger"
"Annual Financial the annual report and financial statements of
Statements of Schlumberger Schlumberger Industries S.A. for the year ended
Industries S.A." 31 December 1999;
"Annual Report and the annual report and accounts of Sema for the
Accounts of Sema" year ended 31 December 1999;
"Announcement" the press announcement relating to the Offer
dated 12 February 2001;
"Australia" means the Commonwealth of Australia, its states,
territories and possessions and all areas subject
to its jurisdiction or any subdivision thereof;
"Book-Entry Confirmation" the confirmation of a book-entry transfer of Sema
ADSs into the US Depositary's account at a Book-
Entry Transfer Facility;
"Book-Entry Transfer each of The Depositary Trust Company and any
Facility" other book-entry transfer facility, collectively
referred to as the Book-Entry Transfer
Facilities;
"business day" any day, other than Saturday, Sunday or a UK
public holiday and shall consist of the time
period from 12.01 am until and including 12.00
midnight (London time);
"Canada" means Canada, its provinces and territories and
all areas subject to its jurisdiction or any
subdivision thereof;
"cash flow per share" net income before capital gains plus minorities,
deferred tax, depreciation and amortisation on a
per share basis;
"certificated" or "certificated form"
in relation to a share or other security, a share
or other security title to which is recorded in
the relevant register of the share or other
security as being held in certificated form;
"Closing Date"
3.00 p.m. (London time), 10.00 a.m. (New York
City time), on 21 March 2001 or any later time
and/or date which Schlumberger Investments may
from time to time (at its discretion in
accordance with the City Code or with the consent
of the Panel and in accordance with the Exchange
Act) have announced as the time and date at which
the
VI-1
Offer will expire unless (a) all the Conditions
are at that time satisfied, fulfilled or, to the
extent permitted, waived or (b) in accordance
with the City Code and the Exchange Act
Schlumberger Investments specifies a later time
and date for the satisfaction, fulfillment, or,
to the extent permitted, waiver of the
Conditions;
"Closing Price" the closing middle market quotation of a Sema
Share as derived from the Daily Official List or,
as the case may be, the last reported sale price
of a Schlumberger Security as reported on the New
York Stock Exchange;
"Code" or "City Code" The City Code on Takeovers and Mergers;
"Companies Act" or "the the United Kingdom Companies Act 1985, as
Act" amended;
"Conditions" the conditions of the Offer set out in Part A of
Appendix I to this document and Condition means
any one of them;
"Continuing LHS has the meaning given in paragraph 6(b)(i) of
Shareholders" Appendix IV;
"Credit Suisse First Credit Suisse First Boston (Europe) Ltd, co-
Boston" financial adviser to Sema;
"CREST" the relevant systems (as defined in the
Regulations) operated by CRESTCo;
"CRESTCo" CRESTCo Limited;
"CREST Manual" the manual issued by CRESTCo from time to time;
"CREST member" a person who has been admitted by CRESTCo as a
system-member (as defined in the Regulations);
"CREST participant" a person who is, in relation to CREST, a system-
participant (as defined in the Regulations);
"CREST sponsor" a person who is, in relation to CREST, a
sponsoring system participant (as defined in the
Regulations);
"CREST sponsored member" a CREST member admitted to CREST as a sponsored
member under the sponsorship of a CREST sponsor;
"Daily Official List" the Daily Official List of the London Stock
Exchange;
"distributor" has the meaning set forth in Rule 902 under the
Securities Act;
"Eligible Institution" a financial institution which is a participant in
the Securities Transfer Agents Medallion Program,
the New York Stock Exchange Medallion Program, or
the Stock Exchange Medallion Program;
"Euro" the lawful currency of the participating member
states of the European Union that adopt the
single currency in accordance with the Treaty on
European Union;
"Euronext Paris" Euronext Paris S.A.;
"E & P" exploration and production;
"Exchange Act"
the US Securities Exchange Act of 1934, as
amended, and the rules and regulations
promulgated thereunder;
"Form of Acceptance"
the form of acceptance, authority and election
relating to the Offer for use by holders of Sema
Shares;
"Guaranteed Delivery
Procedures"
has the meaning given to that term in paragraph
10(h) of Part B of Appendix I to this document;
VI-2
"HSR Act" the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended;
"Information Agent" DF King & Co. Inc.;
"Initial Offer Period" The Initial Offer Period is the period, during
which the Offer remains conditional, which
commences on the date of this document and
expires on the earlier of the Offer lapsing or
becoming unconditional in all respects in
accordance with its terms;
"Internal Revenue Code" The United States Internal Revenue Code of 1986,
as amended;
"Internet" means an international network linking computers
over telephone lines;
"IP" Internet Protocol;
"IT" Information Technology;
"Japan" Japan, its possessions and territories and all
areas subject to its jurisdiction or any
subdivision thereof;
"Lehman Brothers" Lehman Brothers Europe Limited, or Lehman
Brothers Inc. for the offer in the United States,
financial adviser to Schlumberger;
"Letter of Transmittal" the Letter of Transmittal relating to the Offer
for use by holders of Sema ADSs;
"LHS" LHS Group Inc.;
"LHS Exchange Agreement" the exchange agreement referred to in paragraph 6
(b)(v) of Appendix IV;
"LIBOR" the London Interbank Offered Rate;
"Listing Rules" the Listing Rules of the UK Listing Authority;
"London Stock Exchange" the London Stock Exchange plc;
"member account ID" the identification code or number attached to any
member account in CREST;
"Morgan Stanley Dean Morgan Stanley & Co. Limited;
Witter"
"Nasdaq" The National Association of Securities Dealers
Automated Quotation system;
"Notice of Guaranteed the Notice of Guaranteed Delivery relating to the
Delivery" Offer for use by holders of Sema ADSs;
"Offer" the recommended cash offer made by Lehman
Brothers on behalf of Schlumberger Investments to
acquire the entire issued and to be issued share
capital of Sema not held by Schlumberger
Investments, including (as appropriate) the offer
to holders of Sema ADSs, in respect of the Sema
Shares underlying such ADSs, on the terms and
conditions set out in this document and the
relevant Acceptance Form including, where the
context so requires, any subsequent revision,
variation, extension or renewal of, or election
available under, such offer;
"Offeror" and
"Schlumberger Investments"
Schlumberger Investments, a company incorporated
in England and Wales for the purpose of making
the Offer with registered number 4157867;
VI-3
"Offer Period" the period commenced on 5 February 2001 and
ending on whichever of the following dates shall
be the latest (i) 21 March 2001; (ii) the date on
which the Offer lapses; and (iii) the date on
which the Offer becomes or is declared
unconditional;
"Official List" the Official List of the UK Listing Authority;
"Panel" the Panel on Takeovers and Mergers, the body
which regulates takeover offers in the UK;
"participant ID" the identification code or membership number used
in CREST to identify a CREST member or other
CREST participant;
"Regulation" has the meaning given to it in Appendix I,
Part A;
"Regulations" the Uncertificated Securities Regulations 1995
(SI 1995 No. 95/ 3272);
"Relevant Sema Shares" has the meaning given to that term in
paragraph 9(d) of Part B to Appendix I;
"Rothschild" NM Rothschild & Sons Limited, co-financial
adviser to Sema;
"Schlumberger" Schlumberger N.V. (Schlumberger Limited), a
Netherlands Antilles corporation;
"Schlumberger Group" Schlumberger and its subsidiary undertakings and,
where the context permits, each of them;
"Schroder Salomon Smith Salomon Brothers International Limited;
Barney"
"SEC" the United States Securities and Exchange
Commission;
"Securities Act" the United States Securities Act of 1933, as
amended, and the rules and regulations
promulgated thereunder;
"Sema" Sema plc;
"Sema ADRs" American Depositary Receipts evidencing interests
in Sema ADSs;
"Sema ADSs" American Depositary Shares of Sema, each
representing 2 Sema Shares;
"Sema Board" the board of Sema Directors;
"Sema Directors" the executive and non-executive directors of
Sema;
"Sema Group" Sema and its subsidiary undertakings and, where
the context permits, each of them;
"Sema Listing Particulars" the Sema listing particulars dated 23 June 2000
relating to the merger of Sema Group plc with
LHS;
"Sema Securities" Sema Shares and Sema ADSs;
"Sema Securityholders" holders of Sema Securities;
"Sema Shareholders" holders of Sema Shares;
"Sema Share Option the Sema plc 2000 Executive Share Option Scheme,
Schemes" the Sema Group plc Employee Loan Stock Scheme,
the Sema Group plc 1998 Savings-Related Share
Option Scheme, the Sema 2000 Employee Stock
Purchase Plan, the Sema Group plc Senior
Executive Share Option Scheme, the Sema plc 1994
Senior Excecutive Share Option Scheme, the Sema
Irish Sharesave Scheme and, to the extent there
are options over Sema Securities outstanding, the
Priority Call Management, Inc. Amended and
Restated 1995 Stock Option Plan, the LHS Group
Inc. 1998 Employee Stock Purchase Plan and the
LHS Group Inc. Amended and Restated Stock
Incentive Plan;
"Sema Shares"
the ordinary shares of 10p each in the capital of
Sema (including those represented by ADSs but
not, for the avoidance of doubt, such ADSs)
unconditionally allotted or issued at the date of
this document and any further such shares which
are unconditionally allotted or issued while the
Offer remains open for acceptances or on or
before such earlier time and/or date as
Schlumberger may, subject to the City Code,
VI-4
US securities laws and/or with the consent of the
Panel and subject to US securities laws, decide;
"Subsequent Offer Period" the period commencing immediately after the end
of the Initial Offer Period (being the date on
which all the Conditions are satisfied, fulfilled
or, to the extent permitted, waived) during which
the Offer will remain open for acceptance;
"subsidiary", "subsidiary shall have the meanings given by the Companies
undertaking", "associated Act (but for this purpose ignoring paragraph
undertaking" and 20(1)(b) of Schedule 4A thereof);
"undertaking"
"TFE Instruction" a transfer from escrow instruction as defined by
the CREST Manual issued by CRESTCo;
"Treaty on European Union" means the Treaty of Rome of 25 March 1957, as
amended by the Single European Act 1986 and the
Maastricht Treaty (which was signed at Maastricht
on 7 February 1992 and came into force on
1 November 1993);
"TTE Instruction" a transfer to escrow instruction as defined by
the CREST Manual issued by CRESTCo;
"UK" United Kingdom of Great Britain and Northern
Ireland;
"UK GAAP" UK generally accepted accounting practices and
principles;
"UK Listing Authority" The Financial Services Authority in its capacity
as competent authority under the Financial
Services Act 1986;
"UK Receiving Agent" Computershare Services PLC;
"uncertificated" or in relation to a share or other security, a share
"uncertificated form" or other security title to which is recorded in
the relevant register of the share or security as
being held in uncertificated form in CREST, and
title to which, by virtue of the Regulations, may
be transferred by means of CREST;
"US" or "United States" the United States of America, its territories and
possessions, any State of the United States of
American and the District of Columbia or any area
subject to its jurisdiction or any political
subdivision thereof;
"US business day" any day, other than Saturday, Sunday or a US
federal holiday and shall consist of the time
period from 12.01 a.m. until and including 12.00
midnight (New York City time);
"US Depositary" Citibank N.A.;
"US Forwarding Agent" Computershare Trust Company of New York;
"US GAAP" US generally accepted accounting practices and
principles;
"US holder" a holder of Sema Securities that is (i) a citizen
or resident of the United States, (ii) a
partnership or corporation created or organised
in or under the laws of the United States or any
State thereof (including the District of
Columbia), (iii) an estate the income of which is
subject to US federal income taxation regardless
of its source or (iv) a trust if such trust
validly elects to be treated as a United States
person for US federal income tax purposes or if
(x) a court within the United States is able to
exercise primary supervision over its
administration and (y) one or more United States
persons have the authority to control all of the
substantial decisions of such trust. A "Non-US
holder" is a beneficial owner of Sema Shares,
Sema ADSs, as the case may be, that is not a US
holder;
"US person"
has the same meaning as set forth in Rule 902
under the US Securities Act;
"(Pounds)" or "pounds
sterling" or "pence" or
"p"
the lawful currency of the United Kingdom;
"$" or "US dollars" or
"cents" or "c"
the lawful currency of the United States;
VI-5
ACCEPTANCES IN RESPECT OF SEMA SHARES
Duly completed Forms of Acceptance, accompanied by certificates in respect of
Sema Shares and/or other documents of title, should be sent or delivered to the
UK Receiving Agent or the US Forwarding Agent, as appropriate, at one of the
addresses set out below.
The UK Receiving Agent for the Offer is:
Computershare Services PLC
For information call:
0870 702 0100
By mail or by hand: By hand only (during normal business
Computershare Services PLC hours only):
PO Box 859 Computershare Services PLC
The Pavillions 7th Floor, Jupiter House
Bridgewater Road Triton Court
Bristol BS99 1XZ 14 Finsbury Square
London EC2A 1BR
The US Forwarding Agent for the Offer is:
Computershare Trust Company of New York
For information call:
(212) 701 7650
By overnight courier or by hand only
By mail only: (during the hours of 9.00 a.m. and
3.00 p.m. (New York City time):
Computershare Trust Company of New Computershare Trust Company of New
York York
Wall Street Station Wall Street Plaza
P.O. Box 1023 88 Pine Street - 19th Floor
New York, NY 10268-1023 New York, NY 10005
ACCEPTANCES IN RESPECT OF SEMA ADSs
Manually signed facsimile copies of the Letter of Transmittal will be accepted.
Duly completed Letters of Transmittal, accompanied by Sema ADRs in respect of
Sema ADSs and any other required documents should be sent or delivered by a
holder of Sema ADSs to the US Depositary at one of the addresses set out below.
The US Depositary for the Offer is:
Citibank N.A.
By overnight courier, By hand:
By first class mail: certified or express
mail delivery:
Citibank, N.A.
Citibank, N.A. Corporate Trust Window
P.O. Box 685 Citibank, N.A. 111 Wall Street, 9th
Old Chelsea Station 915 Broadway, 5th Floor Floor
New York, NY 10113 New York, NY 10010 New York, NY 10043
Facsimile Transmission for Eligible For Confirmation by Telephone:
Institutions: (800) 270 0808
(212) 505 2248
The Dealer Manager for the Offer is:
Lehman Brothers
Three World Financial Center
200 Vesey Street
New York, New York 10285
Call collect: (212) 526 5044 or (212) 526 6105
VI-6
FURTHER INFORMATION
Any questions or requests for assistance or additional copies of this
document, the Form of Acceptance, the Letter of Transmittal and the Notice of
Guaranteed Delivery may be directed to DF King & Co., the Information Agent,
at the addresses and telephone numbers listed below or to the US Depositary,
the UK Receiving Agent or the US Forwarding Agent at their respective
addresses and telephone numbers mentioned above. You may also contact your
local broker, dealer, commercial bank or trust company or other nominee for
assistance concerning the Offer.
The Information Agent for the Offer is:
DF King & Co., Inc.
77 Water Street
New York, NY 10005
For information call:
(in the U.S.) (800) 755 7250
(collect) (212) 269 5550
VI-7
Printed by RR Donnelley Financial, 55654
EXHIBIT 99 (a) (2)
- -------------------------------------------------------------------------------
THIS DOCUMENT, AND THE OFFER DOCUMENT ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE
ATTENTION. THIS LETTER OF TRANSMITTAL MAY NOT BE USED TO ACCEPT THE OFFER FOR
ORDINARY SHARES OF SEMA PLC; THE FORM OF ACCEPTANCE IS THE APPROPRIATE
DOCUMENT FOR SUCH PURPOSES. In considering what action you should take, you
are recommended immediately to seek your own financial advice from an
appropriately authorized independent financial advisor.
If you have sold or otherwise transferred all your Sema ADSs, please pass
the Offer Document and all accompanying documents as soon as possible to the
purchaser or transferee, or to the bank, stockbroker or other agent through
whom the sale or transfer was effected for transmission to the purchaser or
transferee. HOWEVER, SUCH DOCUMENTS SHOULD NOT BE DISTRIBUTED, FORWARDED OR
TRANSMITTED IN OR INTO AUSTRALIA, CANADA OR JAPAN. If you hold Sema ordinary
shares, you may not use this Letter of Transmittal to tender them. Sema
ordinary shares can only be tendered by completing, signing and delivering the
Form of Acceptance, Authority and Election.
- -------------------------------------------------------------------------------
Letter of Transmittal
for
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES (INCLUDING THOSE
REPRESENTED BY AMERICAN DEPOSITARY SHARES)
of
Sema plc
by
Lehman Brothers on behalf of
Schlumberger Investments
(a wholly-owned subsidiary of Schlumberger N.V.)
THE OFFER WILL REMAIN OPEN FOR ACCEPTANCE DURING THE INITIAL OFFER PERIOD.
THE INITIAL OFFER PERIOD FOR ACCEPTANCES AND WITHDRAWALS WILL EXPIRE AT 3:00
P.M. LONDON TIME, 10:00 A.M. NEW YORK CITY TIME, ON WEDNESDAY, MARCH 21,
2001, UNLESS EXTENDED TO A LATER CLOSING DATE. AT THE CONCLUSION OF THE
INITIAL OFFER PERIOD, IF ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED,
FULFILLED OR, WHERE PERMITTED, WAIVED, THE OFFER WILL BE EXTENDED FOR A
SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS. HOLDERS OF SEMA
SECURITIES WILL HAVE THE RIGHT TO WITHDRAW THEIR ACCEPTANCE OF THE OFFER FROM
THE DATE OF THIS ANNOUNCEMENT UNTIL THE SPECIFIED TIME ON THE LAST DAY OF THE
INITIAL OFFER PERIOD, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD.
The Depositary for the Offer is:
Citibank, N.A.
By First Class Mail:
By Overnight Courier, Certified or Express Mail Delivery:
By Hand:
Citibank, N.A. P.O. Box
685 Old Chelsea Station
New York, N.Y. 10113
Citibank, N.A. 915 Broadway, 5th Floor New York, N.Y. 10010
Citibank, N.A. Corporate
Trust Window 111 Wall
Street, 9th Floor New
York, N.Y. 10043
Facsimile Transmission for Eligible
Institutions: (212) 505-2248
For Confirmation by Telephone: (800)
270-0808
Delivery of this Letter of Transmittal to an address, or
transmission of instructions via a facsimile number, other than as
set forth above, does not constitute a valid delivery.
The instructions accompanying this Letter of Transmittal should be
read carefully before this Letter of Transmittal is completed.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
DESCRIPTION OF SEMA ADSs TENDERED
- -------------------------------------------------------------------------------
Sema ADS(s)
Tendered
(Attach
Name(s) and Address(es) of Registered Holder(s) additional
(Please fill in, if blank, exactly as name(s) appear(s) list if
on ADR(s)) necessary)
- -------------------------------------------------------------------------------
Total Number of Number of
ADR Serial ADSs Represented by ADSs
Number(s)* ADR(s)* Tendered**
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
---------------------------------
* Need not be completed for book-entry transfers.
** Unless otherwise indicated, it will be assumed that all Sema ADSs
delivered to the US depositary are being tendered. See
Instruction 4.
TENDERING HOLDERS OF SEMA ADSs EVIDENCED BY SEMA ADRs WILL RECEIVE PAYMENT
IN DOLLARS INSTEAD OF POUNDS STERLING UNLESS THEY ELECT OTHERWISE HEREIN TO
RECEIVE PAYMENT IN POUNDS STERLING. IF YOU WISH TO RECEIVE POUNDS STERLING
INSTEAD OF DOLLARS, YOU MUST PLACE AN "X" IN THE BOX ENTITLED "POUNDS STERLING
PAYMENT ELECTION".
ACCEPTANCE OF THE OFFER IN RESPECT OF SEMA ORDINARY SHARES (EXCEPT INSOFAR
AS THEY ARE REPRESENTED BY SEMA ADSs EVIDENCED BY SEMA ADRs) CANNOT BE MADE BY
MEANS OF THIS LETTER OF TRANSMITTAL. If you hold Sema ordinary shares that are
not represented by Sema ADSs, you can obtain a Form of Acceptance for
accepting the Offer in respect of those Sema ordinary shares from the US
Information Agent, the Dealer Manager, the US Forwarding Agent or the UK
Receiving Agent. See Instruction 13 of this Letter of Transmittal.
Delivery of a Letter of Transmittal, American Depositary Receipts ("Sema
ADRs") evidencing Sema ADSs (or book-entry transfer of such Sema ADSs) and any
other required documents to the US Depositary by Sema ADS holders will be
deemed (without any further action by the US Depositary) to constitute an
acceptance of the Offer by such holder with respect to such Sema ADSs subject
to the terms and conditions set out in the Offer Document dated February 21,
2001 and this Letter of Transmittal. Certain terms used in this Letter of
Transmittal and not otherwise defined herein shall have the respective
meanings assigned to them in the Offer Document.
This Letter of Transmittal is to be used if Sema ADRs evidencing Sema ADSs
are to be forwarded herewith. If delivery of Sema ADSs is to be made by book-
entry transfer to an account maintained by the US Depositary at The Depository
Trust Company (the "Book-Entry Transfer Facility") as defined in and pursuant
to the procedures for book-entry transfer set forth in Appendix I, "Part B:
Further Terms of the Offer" in the Offer Document, then either this Letter of
Transmittal or an Agent's Message, as defined in the Offer Document, should be
used.
Questions or requests for assistance may be directed to the US Information
Agent or the Dealer Manager at their respective addresses and telephone
numbers set forth below. Requests for copies of the Offer Document, this
Letter of Transmittal, the Notice of Guaranteed Delivery and all other tender
offer materials may be directed to the US Information Agent as set forth below
and will be furnished promptly at the Offeror's expense. Except as set out in
Appendix IV of the Offer Document, the Offeror will not pay fees or
commissions to any broker or dealer or any other person for soliciting tenders
of Sema ADSs pursuant to the Offer. Holders of Sema ADSs may also contact
their broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Offer.
The US Information Agent for the Offer is:
D. F. King & Co., Inc.
77 Water Street
New York, N.Y. 10005
Banks and Brokers Call Collect: (212) 269-5550
All Other Call Toll-Free: (800) 755-7250
The Dealer Manager for the Offer is:
Lehman Brothers
Three World Financial Center
200 Vesey Street
New York, N.Y. 10285
Call Collect: (212) 526-5044
2
TENDER OF SEMA ADSs
[_]CHECK BOX IF SEMA ADSs IN RESPECT OF WHICH THE OFFER IS BEING ACCEPTED ARE
BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE
US DEPOSITARY WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING
(ONLY PARTICIPANTS IN A BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SEMA ADSs
BY BOOK-ENTRY TRANSFER):
Name of Delivering Institution _____________________________________________
Account Number at the Depository Trust Company _____________________________
Transaction Code Number ____________________________________________________
By crediting the Sema ADSs to the US Depositary's account at the Book-Entry
Transfer Facility's Automated Tender Offer Program ("ATOP") and by complying
with applicable ATOP procedures with respect to the Offer, including
transmitting to the US Depositary an agent's message, the participant in the
Book-Entry Transfer Facility confirms on behalf of itself and the beneficial
owners of such Sema ADSs all provisions of this Letter of Transmittal
(including all representations and warranties) applicable to it and such
beneficial owner as fully as if it had completed the information required
herein and executed and transmitted this Letter of Transmittal to the US
Depositary.
[_]CHECK BOX ONLY IF SEMA ADSs IN RESPECT OF WHICH THE OFFER IS BEING ACCEPTED
ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY
SENT TO THE US DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of registered owner(s) _____________________________________________
Date of execution of Notice of Guaranteed Delivery _________________________
Name of Institution that guaranteed delivery _______________________________
If a holder of Sema ADSs wishes to accept the Offer and Sema ADRs evidencing
such Sema ADSs are not immediately available or the procedures for book-entry
transfer cannot be completed on a timely basis, or if time will not permit all
required documents to reach the US Depositary before the expiration of the
Offer, such holder's acceptance of the Offer may nevertheless be effected using
the Guaranteed Delivery Procedure set out under Appendix I, "Part B: Further
Terms of the Offer". See Instruction 2 of this Letter of Transmittal. HOWEVER,
RECEIPT OF A NOTICE OF GUARANTEED DELIVERY WILL NOT BE TREATED AS A VALID
ACCEPTANCE FOR THE PURPOSE OF SATISFYING THE ACCEPTANCE CONDITION.
3
Ladies and Gentlemen:
The undersigned acknowledges that he or she has received and reviewed the
Offer Document of Schlumberger Investments dated February 21, 2001 and this
Letter of Transmittal, which together constitute Schlumberger Investments'
Offer to purchase, upon the terms and subject to the conditions set out in the
Offer Document, all of the issued and to be issued Sema ordinary shares and
Sema ADSs.
The undersigned hereby accepts the Offer with respect to Sema ADSs evidenced
by Sema ADRs (which expression in this Letter of Transmittal shall, except
where the context otherwise requires, be deemed to include, without
limitation, Sema ordinary shares represented thereby) specified in the box
entitled "Description of Sema ADSs Tendered" subject to the terms and
conditions set forth in the Offer Document and this Letter of Transmittal, and
instructs the US Depositary to inform Schlumberger Investments in writing that
the Offer has been so accepted. The undersigned hereby acknowledges that
delivery of this Letter of Transmittal, Sema ADRs evidencing tendered Sema
ADSs (or book-entry transfer of such Sema ADSs) and any other required
documents to the US Depositary by a holder of Sema ADSs will be deemed
(without any further action by the US Depositary) to constitute acceptance of
the Offer by such holder in respect of such holder's Sema ADSs, subject to the
terms and condition set out in the Offer Document and this Letter of
Transmittal.
The undersigned understands that acceptance of the Offer by the undersigned
pursuant to the procedures described herein and in the instructions hereto,
subject to the withdrawal rights described in the Offer Document, will
constitute a binding agreement between the undersigned and Schlumberger
Investments upon the terms and subject to the conditions of the Offer. IF
ACCEPTANCE HAS BEEN MADE IN RESPECT OF THE SEMA ADSs THEN A SEPARATE
ACCEPTANCE IN RESPECT OF THE SEMA ORDINARY SHARES REPRESENTED BY SUCH SEMA
ADSs MAY NOT BE MADE.
The undersigned hereby delivers to the US Depositary for tender to
Schlumberger Investments the above-described Sema ADSs evidenced by Sema ADRs
for which the Offer is being accepted, in accordance with the terms and
Conditions of the Offer Document and this Letter of Transmittal, receipt of
which is hereby acknowledged.
Upon the terms of the Offer (including, if the Offer is extended, revised or
amended, the terms or conditions of any such extension, revision or
amendment), and effective at the time that all conditions to the Offer have
been satisfied, fulfilled or, where permitted, waived (at which time
Schlumberger Investments will give notice thereof to the US Depositary), and
if the undersigned has not validly withdrawn his or her acceptance, the
undersigned hereby sells, assigns and transfers to, or upon the order of,
Schlumberger Investments all right, title and interest in and to all Sema ADSs
evidenced by Sema ADRs with respect to which the Offer is being accepted (and
any and all Sema ADSs or other securities or rights issuable in respect of
such Sema ADSs) and irrevocably constitutes and appoints the US Depositary the
true and lawful agent and attorney-in-fact of the undersigned with respect to
such Sema ADSs (and any such other Sema ADSs, securities or rights), with full
power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver Sema ADRs for such
Sema ADSs (and any such other Sema ADSs, securities or rights) or accept
transfer of ownership of such Sema ADSs (and any such other Sema ADSs,
securities or rights) on the account books maintained by a Book-Entry Transfer
Facility together, in any such case, with all accompanying evidences of
transfer and authenticity to, or upon the order of, Schlumberger Investments,
(b) present such Sema ADRs for such Sema ADSs (and any other such Sema ADSs,
securities or rights) for transfer and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Sema ADSs (and any such
other Sema ADSs, securities or rights), all in accordance with the terms of
the Offer.
The undersigned agrees that the execution of this Letter of Transmittal
(together with any signature guarantees) and its delivery to the US Depositary
shall constitute an authority to any Director of Schlumberger Investments or
of Lehman Brothers in accordance with the terms of Part B of Appendix 1 of the
Offer Document.
4
By executing this Letter of Transmittal as set forth above, the tendering
holder of Sema ADSs evidenced by Sema ADRs will agree that, effective from and
after the date hereof or, if later, the date on which all conditions to the
Offer are satisfied, fulfilled or, where permitted, waived: (a) Schlumberger
Investments or its agents shall be entitled to direct the exercise of any
votes attaching to Sema ordinary shares represented by any Sema ADSs in
respect of which the Offer has been accepted or is deemed to have been
accepted (the "accepted ADSs") and any other rights and privileges attaching
to such Sema ordinary shares, including any right to requisition a general
meeting of Sema or of any class of its securities, and (b) the execution of
this Letter of Transmittal by a holder of Sema ADSs (together with any
signature guarantees) and its delivery to the US depositary shall constitute
in respect of accepted ADSs (i) an authority to Sema or its agents from the
tendering holder of accepted ADSs to send any notice, circular, warrant,
document or other communications that may be required to be sent to him or her
as a Sema ADS holder to Schlumberger Investments at its registered office,
(ii) an authority to Schlumberger or its agent to sign any consent to short
notice of a general meeting or separate class meeting on behalf of the holder
of accepted ADSs and/or to execute a form of proxy in respect of the accepted
ADSs appointing any person nominated by Schlumberger Investments to attend
general meetings and separate class meetings (or any adjournments thereof) of
Sema or its members (or any of them) (or any adjournments thereof) and to
exercise the votes attaching to Sema ordinary shares represented by such
accepted ADSs on his or her behalf, and (iii) the agreement of the tendering
holder of accepted ADSs not to exercise any such rights without the consent of
Schlumberger Investments and the irrevocable undertaking of such tendering
holder of accepted ADSs not to appoint a proxy for or to attend general
meetings or separate class meetings of Sema in respect of such accepted ADSs.
By executing this Letter of Transmittal as set forth above, the tendering
holder of Sema ADSs will represent and warrant that the tendering holder of
accepted ADSs has full power and authority to accept the Offer and to tender,
sell, assign and transfer Sema ADSs (and Sema ordinary shares represented by
such Sema ADSs) in respect of which the Offer is being accepted or deemed to
be accepted (and any and all other Sema ADSs, securities or rights issued or
issuable in respect of such Sema ADSs) and, when the same are purchased by
Schlumberger Investments, Schlumberger Investments will acquire good title
thereto, free from all liens, equitable interests, charges, encumbrances and
together with all rights attaching thereto, including voting rights and the
right to receive all dividends and other distributions declared, made or paid
with respect to Sema ordinary shares represented by Sema ADSs. The tendering
holder of accepted ADSs will, upon request, execute any additional documents
deemed by the US Depositary or Schlumberger Investments to be necessary or
desirable to complete the sale, assignment and transfer of Sema ADSs evidenced
by Sema ADRs in respect of which the Offer is being accepted (and any and all
other Sema ADSs, securities or rights).
By executing this Letter of Transmittal as set forth above, the tendering
holder of Sema ADSs will irrevocably undertake, represent and warrant to and
agree with Schlumberger Investments (so as to bind him or her and his or her
personal representatives, heirs, successors and assigns) to the effect that
such tendering holder of accepted ADSs: (i) has not received or sent copies of
the Offer Document or any Letter of Transmittal or any Form of Acceptance or
any related documents in, into or from Australia, Canada or Japan and has not
otherwise utilized in connection with the Offer, directly or indirectly, the
Australian, Canadian, or Japanese mails or any means or instrumentality
(including, without limitation, facsimile transmission, telex and telephone)
of interstate or foreign commerce, or any facilities of a national securities
exchange, of Australia, Canada, or Japan, (ii) is accepting the Offer from
outside Australia, Canada and Japan and (iii) is not an agent or fiduciary
acting on a nondiscretionary basis for a principal, unless such agent or
fiduciary is an authorized employee of such principal or such principal has
given any instructions with respect to the Offer from outside Australia,
Canada or Japan.
This Letter of Transmittal relates to the tender of Sema ADSs. For the
avoidance of doubt, by delivery of this Letter of Transmittal to the US
depositary in respect of Sema ADSs, the undersigned agrees not to instruct the
depositary (the "ADS depositary") under the deposit agreement between Sema and
Citibank, N.A. to accept the Offer for Sema ordinary shares made by
Schlumberger in respect of the Sema ordinary shares represented by such Sema
ADSs.
5
The undersigned further agrees that by delivery of this Letter of
Transmittal to the US depositary in respect of Sema ADSs, the undersigned will
not, unless such Letter of Transmittal is validly withdrawn, deliver such ADSs
to the ADS depositary to request withdrawal of the Sema ordinary shares
represented by such Sema ADSs.
References in this Letter of Transmittal to a holder of Sema ADSs shall
include references to the person or persons executing a Letter of Transmittal,
and, in the event of more than one person executing a letter of transmittal,
the provisions of this Letter of Transmittal shall apply to them jointly and
to each of them.
All authority herein conferred or agreed to be conferred pursuant to this
Letter of Transmittal shall be binding upon the successors, assigns, heirs,
executors, administrators and legal representatives of the undersigned and
shall not be affected by, and shall survive, the death or incapacity of the
undersigned. Except as stated in the Offer Document, this acceptance is
irrevocable.
Unless otherwise indicated herein under "Special Payment Instructions", the
undersigned hereby instructs the US depositary to issue, or cause to be
issued, the check for the purchase price in the name(s) of the registered
holder(s) appearing under "Description of Sema ADSs Tendered". Similarly,
unless otherwise indicated under "Special Delivery Instructions", the
undersigned hereby instructs the US Depositary to mail, or cause to be mailed,
the check for the purchase price and/or return, or cause to be returned, any
Sema ADRs evidencing Sema ADSs in respect of which the Offer is not being
accepted or which are not purchased (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing under
"Description of Sema ADSs Tendered". In the event that the "Special Payment
Instructions" and/or the "Special Delivery Instructions" are completed, the
undersigned hereby instructs the US depositary to (i) issue and/or mail, or
cause to be issued and/or mailed, the check for the purchase price, if any, in
the name of, and/or to the address of, the person or persons so indicated,
and/or (ii) return, or cause to be returned, any Sema ADRs evidencing Sema
ADSs in respect of which the Offer is not being accepted or which are not
purchased, if any, to the person at the address so indicated. In the case of a
book-entry delivery of Sema ADSs evidenced by Sema ADRs, the undersigned
hereby instructs the US Depositary to credit the account maintained at the
Book-Entry Transfer Facility with any Sema ADSs in respect of which the Offer
is not being accepted or which are not purchased. The undersigned recognizes
that the US Depositary will not transfer any Sema ADSs which are not purchased
pursuant to the Offer from the name of the registered holder thereof to any
other person.
If the box headed "Pounds Sterling Payment Election" is not checked, the
undersigned hereby instructs the relevant payment agent (either the US
Depositary or the UK Receiving Agent) to pay them all amounts payable to them
pursuant to the Offer in US dollars, converted at the exchange rate obtainable
on the spot market in London at approximately 12:00 noon (London time) on the
date the cash consideration is made available by Schlumberger Investments to
the relevant payment agent for delivery to holders of Sema ADSs and pay such
amounts by check payable in US dollars. The actual amount of US dollars
received will depend upon the exchange rate prevailing on the day funds are
made available to the relevant payment agent by Schlumberger Investments. Sema
ADS holders should also be aware that the US dollar/pound sterling exchange
rate which is prevailing at the date on which the undersigned executes this
Letter of Transmittal and on the date of dispatch of payment may be different
from that prevailing on the day funds are made available to the relevant
payment agent by Schlumberger Investments. In all cases, fluctuations in the
US dollar/pounds sterling exchange rate are at the risk of accepting Sema ADS
holders who do not elect to receive their consideration in pounds sterling.
SUBJECT TO THE TERMS OF THE OFFER DOCUMENT, THIS LETTER OF TRANSMITTAL SHALL
NOT BE CONSIDERED COMPLETE AND VALID, AND PAYMENT OF CONSIDERATION PURSUANT TO
THE OFFER SHALL NOT BE MADE, UNTIL SEMA ADRs EVIDENCING SEMA ADSs IN RESPECT
OF WHICH THE OFFER IS BEING ACCEPTED AND ALL OTHER REQUIRED DOCUMENTATION HAVE
BEEN RECEIVED BY THE US DEPOSITARY AS PROVIDED IN THE OFFER DOCUMENT AND THIS
LETTER OF TRANSMITTAL.
[_]CHECK HERE IF ANY SEMA ADRs REPRESENTING SEMA ADSs THAT YOU OWN HAVE BEEN
LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 12.
----------
Number of Sema ADSs represented by the lost, stolen or destroyed Sema ADRs:
6
POUNDS STERLING PAYMENT ELECTION SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
[_]Check box ONLY if you wish to [_]Check box ONLY if the check for
receive all (but not part) of the the purchase price with respect to
amount of cash consideration to be Sema ADSs purchased and/or Sema
paid by a check in pounds ADRs evidencing Sema ADSs in
sterling. If you do not check this respect of which the Offer is not
box you will receive payment by a accepted or which are not
check in US dollars in an amount purchased are to be mailed to
equal to the pound sterling someone other than the
amounts payable to you converted undersigned, or to the undersigned
to US dollars at the exchange rate at an address other than that
obtainable on the spot market in shown above.
London at approximately 12:00 noon
(London time) on the date the cash
consideration is made available by
the Offeror to the relevant
payment agent for delivery to
holders of Sema ADSs.
Mail:[_] Check
[_] ADR certificates to:
Name: _____________________________
(Please Print)
Issue to:__________________________ Address: __________________________
Name: _____________________________ -----------------------------------
(Please Print)
-----------------------------------
Address: __________________________ (Include Zip Code)
----------------------------------- -----------------------------------
-----------------------------------
(Include Zip Code)
-----------------------------------
(Tax Identification or Social
Security Number)
(See Substitute Form W-9 included
herein)
7
SIGN HERE
(Also complete substitute Form W-9 included herein)
Sign Here ___________________________________________________________________
Sign Here ___________________________________________________________________
(Signature(s) of Owner(s))
Dated _________________, 2001
(Must be signed by registered holder(s) exactly as name(s) appear(s) on Sema
ADRs evidencing Sema ADSs or by person(s) to whom Sema ADRs surrendered have
been assigned and transferred, as evidenced by endorsement, stock powers and
other documents transmitted herewith. If signature is by any trustee,
executor, administrator, guardian, attorney-in-fact, officer of a
corporation or others acting in a fiduciary or representative capacity,
please set forth the following and see Instruction 5.)
Name(s) _____________________________________________________________________
(Please Type or Print)
Capacity (full title) _______________________________________________________
Address _____________________________________________________________________
-----------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number ______________________________________________
Tax Identification or Social Security No. ___________________________________
Guarantee of Signature(s)
(See Instructions 1 and 5)
Authorised Signature ________________________________________________________
Name ________________________________________________________________________
(Please Type or Print)
Title _______________________________________________________________________
Name of Firm ________________________________________________________________
Address _____________________________________________________________________
-----------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number ______________________________________________
Dated _________________, 2001
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1.GUARANTEE OF SIGNATURES. No signature guarantee is required on this Letter
of Transmittal if (a) this Letter of Transmittal is signed by the registered
holder(s) of the Sema ADSs evidenced by Sema ADRs in respect of which the
Offer is being accepted herewith and such holder(s) have not completed either
the box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal or (b) the Offer is being
accepted in respect of such Sema ADSs for the account of an eligible
institution. In all other cases, all signatures on this Letter of Transmittal
must be guaranteed by a financial institution (including most banks, savings
and loan associations and brokerage houses) which is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Program or the Stock Exchange Medallion Program (an "eligible
institution"). See Instruction 5.
2.DELIVERY OF LETTER OF TRANSMITTAL AND SEMA ADSs. This Letter of
Transmittal is to be completed either if Sema ADRs evidencing Sema ADSs are to
be forwarded herewith or if delivery is to be made by book-entry transfer to
an account maintained by the US Depositary at a Book-Entry Transfer Facility
pursuant to the procedures for book-entry transfer set out in Appendix 1,
"Part B: Further Terms of the Offer" in the Offer Document. Sema ADRs
evidencing Sema ADSs or confirmation of a book-entry transfer of such Sema
ADSs into the US tender agent's account at a Book-Entry Transfer Facility, as
well as a properly completed and duly executed Letter of Transmittal (or a
facsimile thereof or an agent's message in lieu thereof), together with any
required signature guarantees and any other documents required by this Letter
of Transmittal, or agent's message must be delivered to the US Depositary at
one of its addresses set forth herein.
Sema ADS holders whose Sema ADRs are not immediately available or who cannot
deliver their Sema ADRs and all other required documents to the US Depositary
or complete the procedures for book-entry transfer prior to the expiration of
the Offer may tender their Sema ADSs by properly completing and duly executing
the Notice of Guaranteed Delivery pursuant to the Guaranteed Delivery
procedures set out in Appendix I, "Part B: Further Terms of the Offer" in the
Offer Document. Pursuant to the Guaranteed Delivery procedures: (a) such
tender must be made by or through an eligible institution; (b) a properly
completed and duly executed Notice of Guaranteed Delivery substantially in the
form provided by Schlumberger Investments must be received by the US
Depositary prior to the expiration of the Offer and (c) Sema ADRs evidencing
the Sema ADSs in respect of which the Offer is being accepted (or, in the case
of Sema ADSs held in book-entry form, timely confirmation of the book-entry
transfer of such Sema ADSs into the US Depositary's account at a Book-Entry
Transfer Facility as described in the Offer Document), together with a
properly completed and duly executed Letter of Transmittal (or a facsimile
thereof or an agent's message in lieu thereof) with any required signature
guarantees and any other documents required by this Letter of Transmittal, are
received by the US Depositary within three business days after the date of
execution of such Notice of Guaranteed Delivery. For these purposes, a
"business day" is any day on which the New York Stock Exchange is open for
business.
THE METHOD OF DELIVERY OF SEMA ADSs EVIDENCED BY SEMA ADRs AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING HOLDERS OF SEMA
ADSs. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent acceptance will be accepted and no
fractional Sema ADSs will be purchased. All accepting Sema ADS holders, by
execution of this Letter of Transmittal (or a facsimile thereof or an agent's
message in lieu thereof), waive any right to receive any notice of the
acceptance of their Sema ADSs for payment.
9
3.INADEQUATE SPACE. If the space provided herein is inadequate, the serial
numbers of the certificates and/or the number of Sema ADSs should be listed on
a separate schedule attached hereto.
4.PARTIAL ACCEPTANCES (NOT APPLICABLE TO BOOK-ENTRY TRANSFERS). If fewer
than all the Sema ADSs evidenced by Sema ADRs delivered to the US Depositary
are to be tendered hereby, fill in the number of Sema ADSs that are to be
tendered in the box entitled "Number of ADSs Tendered" on the front page of
this Letter of Transmittal. In such case, except as otherwise provided in this
Letter of Transmittal, a new Sema ADR for the untendered Sema ADSs will be
sent to the registered holder, unless otherwise provided in the appropriate
box entitled "Special Delivery Instructions" on this Letter of Transmittal, as
promptly as practicable following the date on which Sema ADSs are accepted for
payment.
All Sema ADSs delivered to the US Depositary will be deemed to have been
tendered unless otherwise indicated.
5.SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Sema
ADSs tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificates without any change whatsoever.
If any of Sema ADSs evidenced by Sema ADRs tendered hereby are owned of
record by two or more owners, all such owners must sign this Letter of
Transmittal.
If any of the tendered Sema ADSs are registered in different names on
different Sema ADRs, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of Sema
ADRs.
If this Letter of Transmittal or any Sema ADRs or stock powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to
Schlumberger Investments of their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered holder(s) of
Sema ADSs listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless delivery of the cash is to be to a
person other than the registered holder(s). Signatures on such Sema ADRs or
stock powers must be guaranteed by an eligible institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Sema ADSs listed, Sema ADRs must be endorsed or
accompanied by appropriate stock powers signed exactly as the name(s) of the
registered holder(s) appear(s) on Sema ADRs evidencing such Sema ADSs.
Signatures on such Sema ADRs or stock powers must be guaranteed by an eligible
institution.
6.STOCK TRANSFER TAXES. Schlumberger Investments will pay or cause to be
paid any stock transfer taxes with respect to the transfer and sale to it or
its order of Sema ADSs evidenced by Sema ADRs pursuant to the Offer. If,
however, payment of the cash is to be made to any person other than the
registered holder(s), or if the tendered Sema ADSs are registered in the name
of any person other than the person(s) signing this Letter of Transmittal, the
amount of any stock transfer taxes (whether imposed on the registered
holder(s) or such person(s) payment on account of the transfer to such person)
will be deducted from the purchase price unless satisfactory evidence of the
payment of such taxes or exemption therefrom is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to Sema ADRs listed in this Letter of
Transmittal.
10
7.SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the purchase
price is to be issued in the name of a person other than the signer of this
Letter of Transmittal or if the check for the purchase price is to be sent
and/or any Sema ADRs evidencing Sema ADSs in respect of which the Offer is not
being accepted or which are not purchased are to be returned to a person other
than the signer of this Letter of Transmittal or to an address other than that
shown on the reverse, the boxes labeled "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal should be
completed.
8.POUNDS STERLING PAYMENT ELECTION. If the check for the purchase price is
to be issued in pounds sterling, please check the box marked "Pounds Sterling
Payment Election". If you do not check such box all pound sterling amounts
payable pursuant to the Offer will be converted into US dollars at the
exchange rate obtainable on the spot market in London at approximately 12:00
noon (London time) on the date the cash consideration is made available by
Schlumberger Investments to the relevant payment agent for delivery to holders
of Sema ADSs.
9.WAIVER OF CONDITIONS. Schlumberger Investments reserves the absolute right
in its sole discretion to waive any of the specified conditions of the Offer,
in whole or in part, to the extent permitted by applicable law and the rules
of the UK Takeover Code.
10.31% US BACKUP WITHHOLDING. In order to avoid backup withholding of US
Federal income tax, a Sema ADS holder must, unless an exemption applies,
provide the US Depositary with his or her correct Taxpayer Identification
Number ("TIN") on Substitute Form W-9 on this Letter of Transmittal and
certify, under penalties of perjury, that such number is correct and that he
or she is not subject to backup withholding. If the correct TIN is not
provided, a $50 penalty may be imposed by the Internal Revenue Service and
cash payments made with respect to the cash may be subject to backup
withholding at a rate of 31%.
Backup withholding is not an additional US Federal income tax. Rather, the
US Federal income tax liability of persons subject to backup withholding will
be reduced by the amount of such tax withheld. If backup withholding results
in an overpayment of taxes, a refund may be applied for from the Internal
Revenue Service.
The TIN that is to be provided on the Substitute Form W-9 is that of the
registered holder(s) of the Sema ADSs or of the last transferee appearing on
the transfer attached to, or endorsed on, the Sema ADSs. The TIN for an
individual is his or her social security number. Each tendering Sema ADS
holder generally is required to notify the US exchange agent of his or her
correct TIN by completing Substitute Form W-9 contained herein, certifying
that the TIN provided on Substitute Form W-9 is correct (or that such holder
is awaiting a TIN), and that (1) such holder has not been notified by the
Internal Revenue Service that such holder is subject to backup withholding as
a result of a failure to report all interest or dividends, or (2) the Internal
Revenue Service has notified such holder that such holder is no longer subject
to backup withholding (see Part III of Substitute Form W-9). Notwithstanding
that the "TIN Applied For" box is checked (and the Certification is
completed), the US Depositary will withhold 31% on any cash payment of the
purchase price for the cash made prior to the time it is provided with a
properly certified TIN.
Exempt persons (including, among others, corporations) are not subject to
backup withholding. A foreign individual or foreign entity may qualify as an
exempt person by submitting a statement (on Form W-8), signed under penalties
of perjury, certifying such person's foreign status. Form W-8 can be obtained
from the US tender agent. A Sema ADS holder should consult his or her tax
advisor as to his or her qualification for an exemption from backup
withholding and the procedure for obtaining such exemption.
For additional guidance, see the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9.
11
11.REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance or additional copies of the Offer Document, this Letter of
Transmittal, the Notice of Guaranteed Delivery or the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the US Depositary, the US Information Agent, the US Forwarding
Agent or the UK Receiving Agent, in each case at the appropriate addresses and
telephone numbers set forth on the back cover page of the Offer Document.
12.LOST, DESTROYED OR STOLEN CERTIFICATES. If any Sema ADR evidencing Sema
ADSs has been lost, destroyed or stolen, the holder thereof should promptly
notify the US exchange agent by checking the box immediately preceding the
special payment/special delivery instructions boxes and indicating the number
of Sema ADSs evidenced by such lost, destroyed or stolen Sema ADRs. The holder
thereof will then be instructed as to the steps that must be taken in order to
replace such Sema ADRs. This Letter of Transmittal and related documents
cannot be processed until the procedures for replacing lost, destroyed or
stolen Sema ADRs have been followed.
13.HOLDERS OF SEMA ORDINARY SHARES NOT REPRESENTED BY SEMA ADSs. Holders of
Sema ordinary shares have been sent a Form of Acceptance with the Offer
Document and may not tender Sema ordinary shares pursuant to this Letter of
Transmittal except insofar as those shares are represented by Sema ADSs. If
any holder of Sema ordinary shares which are not represented by Sema ADSs
needs to obtain a copy of a Form of Acceptance, such holder should contact the
UK Receiving Agent, the US Forwarding Agent or the US Depositary at the
appropriate addresses and telephone numbers set forth on the back cover page
of the Offer Document.
February 21, 2001
12
PAYER'S NAME: CITIBANK N.A., AS DEPOSITARY AGENT
- -------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND
DATING BELOW.
------------------------------ ----------------------
SUBSTITUTE Social Security
Number
Form W-9 Part 2--Awaiting TIN [_] or
Payer's Request for Taxpayer ----------------------
Identification Number (TIN) Employer
Identification Number
-------------------------------------------------------
Part 3--Certifications--Under penalties of perjury,
I certify that:
(1) the number shown on this form is my correct
Taxpayer Identification Number (or I am waiting
for a number to be issued to me), and
(2) I am not subject to backup withholding because:
(a) I am exempt from backup withholding, (b) I
have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to
backup withholding.
Certification information-- You must cross out Item
(2) above if you have been notified by the IRS that
you are temporarily subject to backup withholding
because of under-reporting interest or dividends on
your tax return. However, if after being notified by
the IRS that you were subject to backup withholding
you received another notification from the IRS that
you are no longer subject to backup withholding, do
not cross out such Item (2).
- -------------------------------------------------------------------------------
Name: ________________________________________________________________________
(Please print)
Address: _____________________________________________________________________
(Including Zip Code)
Signature: ____________________________________________________________ Date:
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that, notwithstanding that I have checked the box in Part 2 (and
have completed this Certificate of Awaiting Taxpayer Identification Number),
all reportable payments made to me prior to the time I provide the US
exchange agent with a properly certified taxpayer identification number will
be subject to a 31% backup withholding tax.
Signature: ____________________________________________________________ Date:
13
The US Information Agent for the Offer is:
D. F. King & Co., Inc.
77 Water Street
New York, N.Y. 10005
Banks and Brokers Call Collect: (212) 269-5550
All Other Call Toll-Free: (800) 755-7250
The Dealer Manager for the Offer is:
Lehman Brothers
Three World Financial Center
200 Vesey Street
New York, N.Y. 10285
Call Collect: (212) 526-5044
February 21, 2001
EXHIBIT 99 (a) (3)
NOTICE OF GUARANTEED DELIVERY
for
TENDER OF ORDINARY SHARES
(INCLUDING THOSE REPRESENTED BY AMERICAN DEPOSITARY SHARES)
of
Sema plc
to
Schlumberger Investments
a wholly-owned subsidiary of
Schlumberger N.V.
(not to be used for signature guarantees)
THE OFFER WILL REMAIN OPEN FOR ACCEPTANCE DURING THE INITIAL OFFER PERIOD.
THE INITIAL OFFER PERIOD FOR ACCEPTANCES AND WITHDRAWALS WILL EXPIRE AT 3:00
P.M. LONDON TIME, 10:00 A.M. NEW YORK CITY TIME, ON WEDNESDAY, MARCH 21,
2001, UNLESS EXTENDED TO A LATER CLOSING DATE. AT THE CONCLUSION OF THE
INITIAL OFFER PERIOD, IF ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED,
FULFILLED OR, WHERE PERMITTED, WAIVED, THE OFFER WILL BE EXTENDED FOR A
SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS. HOLDERS OF SEMA
SECURITIES WILL HAVE THE RIGHT TO WITHDRAW THEIR ACCEPTANCE OF THE OFFER
FROM THE DATE OF THIS ANNOUNCEMENT UNTIL THE SPECIFIED TIME ON THE LAST DAY
OF THE INITIAL OFFER PERIOD, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD.
As set forth in Appendix 1, "Part B: Further Terms of the Offer" in the
Offer Document of Schlumberger N.V. dated February 21, 2001 relating to the
Offer by Schlumberger Investments to purchase, upon the terms and subject to
the conditions set forth in the Offer Document and the accompanying Letter of
Transmittal, all outstanding ordinary shares of 10 pence each of Sema plc and
all outstanding American Depositary Shares ("Sema ADSs") of Sema, each
representing two Sema Shares and evidenced by American Depositary Receipts
("Sema ADRs"), this form or one substantially equivalent hereto must be used
for acceptance of the Offer in respect of Sema ADSs, if Sema ADRs evidencing
Sema ADSs are not immediately available or the procedures for book-entry
transfer cannot be completed on a timely basis if time will not permit all
required documents to reach the US Depositary before the expiration of the
Offer. Such form may be delivered by hand or mailed to the US Depositary and
must include a signature guarantee by an eligible institution in the form set
out herein. See Appendix 1, "Part B: Further Terms of the Offer" in the Offer
Document.
The US Depositary for the Offer is:
Citibank, N.A.
By First Class Mail: By Overnight Courier, By Hand:
Certified or Express Mail
Delivery:
Citibank, N.A. P.O. Box Citibank, N.A. Corporate
685 Old Chelsea Station Trust Window 111 Wall
New York, N.Y. 10113 Street, 9th Floor New
York, N.Y. 10043
Citibank, N.A. 915
Broadway, 5th Floor New
York, N.Y. 10010
Facsimile Transmission for Eligible For Confirmation by Telephone: (800)
Institutions: (212) 505-2248 270-0808
Delivery of this instrument to an address other than as set forth above or
transmission of instructions via facsimile to a number other than as set forth
above will not constitute a valid delivery to the US Depositary.
This form is not to be used to guarantee signatures. If a signature or a
Letter of Transmittal is required to be guaranteed by an eligible institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
Acceptance of the Offer (as defined in the Offer Document) in respect of
Sema Shares (except insofar as they are represented by Sema ADSs) may not be
made with this form.
Ladies and Gentlemen:
The undersigned accepts the Offer in respect of Sema ADSs upon the terms and
subject to the conditions set forth below pursuant to the guaranteed delivery
procedure set out in Appendix 1, "Part B: Further Terms of the Offer".
The undersigned understands that the acceptance of the Offer in respect of
Sema ADSs pursuant to the guaranteed delivery procedures will not be treated
as a valid acceptance for the purpose of satisfying the acceptance condition
(as defined in the Offer Document). See Appendix 1, "Part B: Further Terms of
the Offer," and paragraph 16(b) of the Letter from Lehman Brothers in the
Offer Document. To be counted towards satisfaction of the acceptance
condition, Sema ADRs evidencing such Sema ADSs must, before the Initial
Closing Date, be received by the US Depositary or, if applicable, timely
confirmation of a book-entry transfer of such Sema ADSs into the US
Depositary's account at a Book-Entry Transfer Facility pursuant to the
procedures set out in Appendix 1, "Part B: Further Terms of the Offer," and
paragraph 16 of the Letter from Lehman Brothers in the Offer Document must be
received by the US Depositary, together with a duly executed Letter of
Transmittal or a facsimile thereof with any required signature guarantees and
any other required documents.
Signature(s): Address(es) (Include Zip Code):
------------------------------------- --------------------------------
------------------------------------- --------------------------------
Name of Record Holder(s) (Please --------------------------------
Type or Print) --------------------------------
------------------------------------- --------------------------------
Number of Sema ADSs: --------------------------------
------------------------------------- Area Codes and Telephone
Sema ADR No(s). (if available): Number(s):
------------------------------------- --------------------------------
--------------------------------
Sema ADSs will be tendered by:
------------------------------------- If Sema ADSs will be tendered
Dated: , 2001 by book-entry transfer, check
--------------------------- box:
[_] The Depository Trust Company
Account Number:
--------------------------------
2
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Program or the
Stock Exchange Medallion Program hereby guarantees that the undersigned
will deliver to the US Depositary either Sema ADRs evidencing Sema ADSs
with respect to which the Offer is being accepted hereby, in proper
form for transfer, or confirmation of the book-entry transfer of such
Sema ADSs into the US Depositary's account at The Depository Trust
Company, in any such case together with a properly completed and duly
executed Letter of Transmittal (or a manually signed facsimile
thereof), with any required signature guarantees and any other required
documents, all within three New York Stock Exchange trading days after
the date hereof.
---------------------------------- ----------------------------------
Name of Firm, Agent or Trustee Authorized Signature
---------------------------------- Name:-----------------------------
Address (Include Zip Code) (Please Type or Print)
---------------------------------- Title:
------------------------------
---------------------------------- Dated: , 2001
-------------------------
----------------------------------
Area Code and Telephone Number
NOTE: DO NOT SEND SEMA ADRs WITH THIS FORM; SEMA ADRs SHOULD BE SENT
WITH YOUR LETTER OF TRANSMITTAL.
This document should not be forwarded or transmitted in or into
Australia, Canada or Japan.
3
EXHIBIT 99 (a) (4)
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES (INCLUDING THOSE
REPRESENTED BY AMERICAN DEPOSITARY SHARES) of
Sema plc
by
Schlumberger Investments
a wholly-owned subsidiary of
Schlumberger N.V.
THE OFFER WILL REMAIN OPEN FOR ACCEPTANCE DURING THE INITIAL OFFER PERIOD.
THE INITIAL OFFER PERIOD FOR ACCEPTANCES AND WITHDRAWALS WILL EXPIRE AT 3:00
P.M. LONDON TIME, 10:00 A.M. NEW YORK CITY TIME, ON WEDNESDAY, MARCH 21,
2001, UNLESS EXTENDED TO A LATER CLOSING DATE. AT THE CONCLUSION OF THE
INITIAL OFFER PERIOD, IF ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED,
FULFILLED OR, WHERE PERMITTED, WAIVED, THE OFFER WILL BE EXTENDED FOR A
SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS. HOLDERS OF SEMA
SECURITIES WILL HAVE THE RIGHT TO WITHDRAW THEIR ACCEPTANCE OF THE OFFER
FROM THE DATE OF THIS ANNOUNCEMENT UNTIL THE SPECIFIED TIME ON THE LAST DAY
OF THE INITIAL OFFER PERIOD, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD.
February 21, 2001
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Schlumberger Investments is offering to purchase, upon the terms and subject
to the conditions set forth in its Offer Document dated February 21, 2001 and
the accompanying Letter of Transmittal, all outstanding ordinary shares of 10
pence each of Sema plc ("Sema") and all outstanding American Depositary Shares
("Sema ADSs") of Sema, each representing two Sema ordinary shares and
evidenced by American Depositary Receipts ("Sema ADRs").
For your information and for forwarding to those of your clients for whom
you hold Sema ADSs registered in your name or in the name of your nominee, we
are enclosing the following documents:
1. The Offer Document;
2. A printed form of letter that may be sent to your clients for whose
account you hold Sema ADSs registered in your name or in the name of a
nominee, with space provided for obtaining such clients' instructions
with regard to the Offer;
3. The Letter of Transmittal to be used by holders of Sema ADSs to accept
the Offer;
4. The Notice of Guaranteed Delivery;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. A return envelope addressed to the US Depositary.
Your prompt action is requested. We urge you to contact your client as
promptly as possible.
The Offer cannot be accepted in respect of Sema ordinary shares by means of
the Letter of Transmittal. A Form of Acceptance for accepting the Offer in
respect of Sema ordinary shares can be obtained from the US Forwarding Agent
or the UK Receiving Agent (whose names and addresses may be found on the back
cover page of the Offer Document).
Payment for Sema ADSs purchased pursuant to the Offer will be made within 14
calendar days after the end of the Initial Offer Period in the case of
acceptances received complete in all respects at this point, and in the case
of acceptances received complete in all respects after the end of the Initial
Offer Period, but while the Offer remains open for acceptance, within 14
calendar days of receipt.
Except as set out in Appendix IV of the Offer Document, Schlumberger
Investments will not pay any fees or commissions to any broker, dealer, or
other person other than Lehman Brothers for soliciting acceptances of the
Offer with respect to Sema ADSs evidenced by Sema ADRs. You will, however, be
reimbursed for customary mailing and handling expenses incurred by you in
forwarding the enclosed materials to your client.
Inquiries you may have with respect to the Offer should be addressed to the
Information Agent at the address and telephone numbers set forth in the Offer
Document. Additional copies of the enclosed materials and of the original
Offer Document may be obtained from the Dealer Manager or the Information
Agent at their respective addresses and telephone numbers set forth in the
Letter of Transmittal.
Very truly yours,
Lehman Brothers
Nothing contained herein or in the enclosed documents shall constitute you
or any other person as the agent of the Dealer Manager, Schlumberger
Investments, the US Depositary, the US Forwarding Agent or the UK Receiving
Agent or authorize you or any other person to give any information or make any
representation on behalf of any of them with respect to the Offer not
contained in the Offer Document or the Letter of Transmittal.
This document should not be forwarded or transmitted in or into Australia,
Canada or Japan.
2
EXHIBIT 99 (a)(5)
- --------------------------------------------------------------------------------
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS FORM MAY
NOT BE USED TO ACCEPT THE OFFER FOR AMERICAN DEPOSITARY SHARES OF SEMA. THE
LETTER OF TRANSMITTAL IS THE APPROPRIATE DOCUMENT FOR SUCH PURPOSES. If you are
in any doubt about this Offer or 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 appropriately authorised
independent financial adviser.
This Form of Acceptance, Authority and Election (the "Form of Acceptance"),
which relates to the Offer,should be read in conjunction with the accompanying
offer document dated 21 February 2001 (the "Offer Document"). The definitions
used in the Offer Document apply in this Form of Acceptance. The provisions of
Appendix I to the Offer Document are deemed to be incorporated in and form part
of this Form of Acceptance and should be read carefully by each Sema
Shareholder.
If you have sold or otherwise transferred all of your Sema Shares, please send
this Form of Acceptance, the Offer Document and the reply-paid envelope, as soon
as possible, to the purchaser or transferee or to the stockbroker, bank or agent
through or to whom the sale or transfer was made for delivery to the purchaser
or transferee. However, such documents should not be forwarded or transmitted in
or into Australia, Canada or Japan. 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 this Form of Acceptance, the Offer
Document and related documents are not being, and must not be, mailed or
otherwise distributed or sent in or into Australia, Canada, or Japan.
Custodians, nominees and trustees should observe these restrictions and should
not send this Form of Acceptance, the Offer Document and related documents in or
into Australia, Canada or Japan.
If you are a CREST sponsored member, you should refer to your CREST sponsor
before completing the Form of Acceptance.
- --------------------------------------------------------------------------------
FORM OF ACCEPTANCE, AUTHORITY AND ELECTION
Recommended Cash Offer
by
Lehman Brothers
on behalf of
Schlumberger Investments
(a wholly-owned subsidiary of Schlumberger N.V.)
for
Sema plc
- --------------------------------------------------------------------------------
PROCEDURE FOR ACCEPTANCE
. The Letter of Transmittal may not be used to accept the Offer for Sema
Shares; this Form of Acceptance is the proper document for such purposes.
. To accept the Offer, use this Form of Acceptance and follow the
instructions and notes for guidance set out on pages 2, 3 and 4. All Sema
Shareholders who are individuals must sign the Form of Acceptance in the
presence of a witness who must also sign where indicated. If you hold Sema
Shares jointly with others, you must arrange for all your co-holders to
sign this Form of Acceptance.
. The information on page 4 of this Form of Acceptance may help to answer
queries you may have about the Form of Acceptance and the procedure for
responding to the Offer.
. Please return this Form of Acceptance, duly completed and signed (and
accompanied, if your Sema Shares are in certificated form, by your share
certificate(s) and/or other document(s) of title) either (if you are
outside the US) by post or by hand to Computershare Services PLC, PO Box
859, The Pavillions, Bridgewater Road, Bristol BS99 1XZ or, by hand only
(during normal business hours),to Computershare Services PLC, 7th floor,
Jupiter House, Triton Court, 14 Finsbury Square, London EC2A 1BR or, (if
you are in the US) by mail only, to Computershare Trust Company of New
York, Wall Street Station, P.O. Box 1023, New York, NY 10268-1023 or, by
overnight courier or hand only (during the hours of 9.00 a.m. and 3.00 p.m.
(New York City time)), to Computershare Trust Company of New York, Wall
Street Plaza, 88 Pine Street-19th Floor, New York, NY 10005, as soon as
possible, but in any event so as to be received by no later than 3.00 p.m.
(London time), 10.00 a.m. (New York City time), on 21 March 2001. A first
class reply-paid envelope (for use in the UK only) is enclosed for
documents lodged by post.
. If your Sema Shares are in uncertificated form (that is, in CREST), you
should return this Form of Acceptance, duly completed and signed, and take
the action set out in paragraph 16(a)(iv) of the letter from Lehman
Brothers contained in the Offer Document in order to transfer your Sema
Shares to an escrow balance. For this purpose, the participant ID of
Computershare Services PLC, the CREST Receiving Agent which will act as the
escrow agent for the purposes of the Offer, is 3RA09 and the member account
ID of the escrow agent is SEMA and the Form of Acceptance reference number
of this Form (for insertion in the first eight characters of the shared
note field on the TTE instruction) is shown next to Box 5 on page 3 of this
Form of Acceptance. You should ensure that the TTE settles not later than
3.00 p.m. (London time), 10.00 a.m. (New York City time), on 21 March 2001.
. If you hold Sema Shares in both certificated and uncertificated form, you
should complete a separate Form of Acceptance for each holding. Similarly,
you should complete a separate Form of Acceptance for each different member
account ID under which Sema Shares are held in uncertificated form and for
each different designation under which Sema Shares are held in certificated
form. You can obtain further Forms of Acceptance by contacting
Computershare Services PLC (telephone number: +44 870 702 0100) or
Computershare Trust Company of New York (telephone number: +1 212 701
7650).
. If your SemaShares are in certificated form and your share certificate(s)
and/or other document(s) of title is/are not readily available or is/are
lost, this Form of Acceptance should nevertheless be completed, signed and
returned as stated above so as to be received no later than 3.00 p.m.
(London time), 10.00 a.m. (New York City time), on 21 March 2001 and the
share certificate(s) and/or other document(s) of title or an indemnity
satisfactory to Schlumberger Investments should be lodged as soon as
possible thereafter with Computershare Services PLC or Computershare Trust
Company of New York, as appropriate, at the relevant address set out above.
. Please read Part B of Appendix I to the Offer Document,the terms of which
are incorporated in and form part of this Form of Acceptance.
. A Form of Acceptance contained in an envelope postmarked in Australia,
Canada or Japan or otherwise appearing to Schlumberger Investments or its
agents to have been sent from any of those countries may not constitute a
valid acceptance of the Offer.
. Do not detach any part of this Form of Acceptance.
. If you are in any doubt as to the procedures for acceptance, please contact
the UK Receiving Agent, Computershare Services PLC, PO Box 859, The
Pavillions, Bridgewater Road, Bristol BS99 1XZ, or by telephone on +44 870
702 0100, or the US Forwarding Agent, Computershare Trust Company of New
York at Wall Street Plaza, 88 Pine Street-19th Floor, New York, NY 10005 or
by telephone on +1 212 701 7650.
- --------------------------------------------------------------------------------
HOW TO COMPLETE THIS FORM OF ACCEPTANCE
The provisions of Part B of Appendix I to the Offer Document are incorporated
into and form part of this Form of Acceptance.
- --------------------------------------------------------------------------------
[1] To accept the Offer
To accept the Offer, insert in Box [1] the total number of Sema Shares for
which you wish to accept the Offer. You must also sign Box [3] which will
constitute your acceptance of the Offer, and complete Box [4] and, if
appropriate, complete Boxes [2], [5], [6] and [7].
If no number, or a number greater than your registered holding of Sema
Shares, is inserted in Box [1] and you have signed Box [3], you will be
deemed to have inserted in Box [1], and to have accepted the Offer in
respect of, your entire registered holding of Sema Shares (being your entire
holding under the name and address specified in Box [4]) or if your Sema
Shares are in CREST, under the participant ID and member account ID
specified in Box [5]). CREST participants are requested to insert in Box [1]
the same number of SemaShares as entered on the related TTE instruction. If
you put "NO" in Box [6], you may be deemed not to have accepted the Offer.
Complete here
- --------------------------------------------------------------------------------
[2] US dollar payment election
If, but only if, you wish to receive all of your cash consideration in US
dollars instead of pounds sterling, you must put "YES" in Box [2].
You may not elect to receive payment of the cash consideration in a mixture
of US dollars and pounds sterling. If you put "YES" in Box [2], you will
receive the whole of your cash consideration in US dollars.
Details of the basis of payment in US dollars are set out in paragraph 11 of
Part B of Appendix I to the Offer Document.
Please note that any fluctuation in the US dollar/pound sterling exchange
rate will be at your risk.
Complete here
- --------------------------------------------------------------------------------
[3] Signatures
You must sign Box [3] regardless of which other box(es) you complete and, in
the case of a joint holding, arrange for all other joint holders to do
likewise. Each holder who is an individual must sign in the presence of a
witness, who must also sign and print his/her name in Box [3] where
indicated. The witness must be over 18 years of age and must not be one of
the joint registered holders. The same witness may witness each signature of
the joint holders.
If the Form of Acceptance is not signed by the registered holder(s), insert
the name(s) and capacity (e.g. attorney or executor) of the person(s)
signing the Form of Acceptance. Such person should also deliver evidence of
his/her authority.
A company may either execute under seal, the seal being affixed and
witnessed in accordance with its Articles of Association or other
regulations or, if applicable, in accordance with Section 36A of the
Companies Act 1985. Persons authorised by a company incorporated outside
England and Wales may sign the Form of Acceptance in accordance with the
laws of the territory in which the relevant company is incorporated. In all
cases, execution on behalf of a company should be expressed to be by the
company.
Sign here
- --------------------------------------------------------------------------------
[4] Full name(s) and address(es)
Complete Box [4] with the full name and address of the sole or first named
registered holder together with the full names and addresses of all other
joint holders (if any) in BLOCK CAPITALS.
Unless you complete Box [7], this is the address to which your consideration
under the Offer will be sent. If the address inserted in Box [4] is in
Australia, Canada or Japan, you must insert in Box [7] an alternative
address outside Australia, Canada or Japan.
Complete here
- --------------------------------------------------------------------------------
[5] Participant ID and member account ID
If your Sema Shares are in CREST, you must insert in Box [5] the participant
ID and the member account ID under which such Sema Shares are held by you in
CREST. You must also transfer (or procure the transfer of) the Sema Shares
concerned to an escrow balance, specifying in the TTE instruction the
participant ID and the member account ID inserted in Box [5] and the Form of
Acceptance reference number of this Form and other information specified in
paragraph 16(a)(iv) of the letter from Lehman Brothers contained in the
Offer Document.
Complete here
- --------------------------------------------------------------------------------
[6] Overseas Shareholders
If you are unable to give the representations and warranties required by
paragraph 9(b) of Part B of Appendix I to the Offer Document, YOU MUST PUT
"NO" IN BOX [6].
If you do not put "NO" in Box [6] you will be deemed to have given such
representations and warranties.
Complete here
- --------------------------------------------------------------------------------
[7] Alternative address for despatch of consideration and/or other documents
If you wish the consideration and/or other documents to be sent to an
address other than the address of the first named registered holder set out
in Box [4] or to someone other than the first named registered holder at the
address set out in Box [4] (e.g. your bank manager or stockbroker) you
should complete Box [7]. Box [7] must also be completed by holders with
registered addresses in Australia, Canada or Japan or holders who have
completed Box [4] with an address in Australia, Canada or Japan. You must
not insert in Box [7] an address in Australia, Canada or Japan.
Complete here
- --------------------------------------------------------------------------------
PLEASE COMPLETE IN BLOCK CAPITALS
- --------------------------------------------------------------------------------
[1] TO ACCEPT THE OFFER BOX 1
Complete Box [1] and Box [4] (and, if appropriate, Box [2], Box [5], Box [6]
and/or Box [7]) and sign Box [3] in the presence of a witness.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Number of Sema Shares for which you are accepting the Offer
- --------------------------------------------------------------------------------
-----------
FOR OFFICE
USE ONLY
-----------
HOLDER CODE
-----------
H
-----------
C
-----------
Q
-----------
- --------------------------------------------------------------------------------
[2] US DOLLAR PAYMENT ELECTION BOX 2
Please put "YES" in Box [2] to receive all of your cash consideration in US
dollars instead of pounds sterling in accordance with paragraph 11 of Part B
of Appendix I to the Offer Document.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Only put "YES" in the above box if you wish to receive all your cash
consideration in US dollars.
- --------------------------------------------------------------------------------
[3] SIGN HERE TO ACCEPT THE OFFER BOX 3
- -------------------------------------------------------------------------------------------
INDIVIDUALS:
Signed, sealed and delivered as a deed by: Witnessed by:
1. 1. Name Address of witness
Signature Signature
2. 2. Name Address of witness
Signature Signature
3. 3. Name Address of witness
Signature Signature
4. 4. Name Address of witness
Signature Signature
- -------------------------------------------------------------------------------------------
Note: Each registered holder of Sema Shares who is an individual should sign the
Form of Acceptance in the presence of a witness who should also sign Box [3] and
print his name where indicated. The witness must be over 18 years of age and
must not be one of the joint registered holders.
- -----------------------------------------------------------------------------------------------------------------------
COMPANIES:
Executed as a deed by/under the common seal of:
Signature of Director Name of Director
Name of Company Signature of second Director or Name of second Director or
Company Secretary Company Secretary
- -----------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[4] FULL NAME(S) AND ADDRESS(ES) BOX 4
- -------------------------------------------------------------------------------------------
First registered holder Third registered holder
Forename(s) Forename(s)
Surname (Mr/Mrs/Miss/Title) Surname (Mr/Mrs/Miss/Title)
Address Address
Postcode Postcode
Second registered holder Fourth registered holder
Forename(s) Forename(s)
Surname (Mr/Mrs/Miss/Title) Surname (Mr/Mrs/Miss/Title)
Address Address
Postcode Postcode
- -------------------------------------------------------------------------------------------
In case of query, please state daytime telephone number (outside Australia,
Canada and Japan)
- --------------------------------------------------------------------------------
[5] PARTICIPANT ID AND MEMBER ACCOUNT ID BOX 5
Complete this box only if your Sema Shares are in CREST. The reference
number of this Form of Acceptance is:
- --------------------------------------------------------------------------------
Participant ID
Member account ID
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[6] OVERSEAS SHAREHOLDERS BOX 6
Please put "No" in Box [6] if you are unable to give the representations and
warranties relating to overseas shareholders set out in paragraph 9(b) of
Part B of Appendix I to the Offer Document.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[7] ALTERNATIVE ADDRESS BOX 7
Address outside Australia, Canada and Japan to which consideration and/or
other documents is/are to be sent instead of the address in Box [4] above.
- --------------------------------------------------------------------------------
Name
Address
Postcode
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FURTHER NOTES ABOUT COMPLETING AND LODGING THIS FORM OF ACCEPTANCE
In order to be effective, this Form of Acceptance must, except as mentioned
below, be signed personally by the registered holder or, in the case of a joint
holding, by ALL the joint holders and each individual signature must be
independently witnessed. A company must execute this Form of Acceptance under
its common seal, the seal being affixed and witnessed in accordance with its
Articles of Association or other regulations. Alternatively, a company to which
section 36A of the Companies Act 1985 applies may execute this Form of
Acceptance by a director and the company secretary or by two directors of the
company signing the Form of Acceptance. A company incorporated outside England
and Wales may sign in accordance with the laws of the relevant territory in
which the relevant company is incorporated. In both cases, execution should be
expressed to be by the company and each person signing the Form of Acceptance
should state the office which he/she holds and insert the name of the company in
the place provided in Box [3].
In order to avoid delay and inconvenience to yourself, the following points may
assist you:
1. If a holder is away from home (e.g. abroad or on holiday)
Send this Form of Acceptance and the Offer Document by the quickest means
(e.g. air mail), but not in or into Australia, Canada or Japan, to the
holder for execution or, if he/she has executed a power of attorney giving
sufficient authority, have this Form of Acceptance signed by the attorney in
the presence of a witness. In the latter case, the power of attorney (or a
copy thereof duly certified in accordance with the Powers of Attorney Act
1971) must be lodged with this Form of Acceptance for noting (see paragraph
8 below). No other signatures are acceptable.
2. If you have sold or transferred all, or wish to sell or transfer part, of
your Sema Shares
You should pass this Form of Acceptance together with the Offer Document and
the reply-paid envelope at once, to the purchaser or transferee or to the
stockbroker, bank or other agent through whom the sale or transfer was
effected for transmission to the purchaser or transferee. However, this Form
of Acceptance and the Offer Document should not be distributed, forwarded or
transmitted in or into Australia, Canada or Japan. If your Sema Shares are
in certificated form, and you wish to sell part of your holding of Sema
Shares and also wish to accept the Offer in respect of the balance but are
unable to obtain the balance certificate by 21 March 2001 you should ensure
that the stockbroker or other agent through whom you make the sale obtains
the appropriate endorsement or indication, signed on behalf of Sema's
registrars, IRG plc, at Bourne House, 34 Beckenham Road, Beckenham, Kent
BR3 4TU, in respect of the balance of your holding of Sema Shares.
3. If the sole holder has died
If a grant of probate or letters of administration has/have been registered
with Sema's registrars, IRG plc, this Form of Acceptance must be signed by
the personal representative(s) of the deceased holder, each in the presence
of a witness, and returned to Computershare Services PLC or Computershare
Trust Company of New York, as appropriate, at the relevant address given on
page 1. If a grant of probate or letters of administration has/have not been
registered with Sema's registrars, IRG plc, the personal representative(s)
or the prospective personal representative(s) should sign this Form of
Acceptance, each in the presence of a witness, and return it with the share
certificate(s) or other document(s) of title to Computershare Services PLC
or (in the case of a US holder) to Computershare Trust Company of New York
at the relevant address given on page 1. However, the grant of probate or
letters of administration must be lodged with Computershare Services PLC or
Computershare Trust Company of New York, as appropriate, before the
consideration due under the Offer can be forwarded to the personal
representative(s).
4. If one of the joint holders has died
This Form of Acceptance must be signed by all the surviving holders in the
presence of a witness, and lodged with Computershare Services PLC or
Computershare Trust Company of New York, as appropriate, at the relevant
address given on page 1, with the share certificate(s) and/or other
documents of title and accompanied by the death certificate, the grant of
probate or letters of administration in respect of the deceased holder.
5. If your Sema Shares are in certificated form and the share certificate(s)
is/are held by your stockbroker, bank or some other agent
Complete this Form of Acceptance and, if the share certificate(s) is/are
readily obtainable, deliver this completed Form of Acceptance to your bank,
stockbroker or other agent for lodging with Computershare Services PLC or
Computershare Trust Company of New York, as appropriate, at the relevant
address given on page 1, accompanied by the share certificate(s) and/or
other document(s) of title. If the share certificate(s) is/are not readily
obtainable, send this Form of Acceptance duly completed to Computershare
Services PLC or Computershare Trust Company of New York, as appropriate, at
the relevant address given on page 1 together with a note saying, for
example, "Share certificate(s) to follow" and arrange for the share
certificate(s) to be forwarded to Computershare Services PLC or
Computershare Trust Company of New York, as appropriate, at the relevant
address given on page 1, as soon as possible thereafter. It is helpful for
your agent to be informed of the full terms of the Offer.
6. If your Sema Shares are in certificated form and the share certificate(s)
has/have been lost
Complete this Form of Acceptance and lodge it, together with any share
certificate(s) available, with Computershare Services PLC (if you are
outside the United States) or Computershare Trust Company of New York (if
you are in the United States), as appropriate, at the relevant address given
on page 1 accompanied by a letter stating that you have lost one or more of
your share certificate(s). At the same time you should write to Sema's
registrars, IRG plc, at the address given above, requesting that they send
you a letter of indemnity for completion. When completed, the letter of
indemnity must be lodged with Computershare Services PLC (if you are outside
the United States) or Computershare Trust Company of New York (if you are in
the United States), as appropriate, at the relevant address given on page 1
of this Form of Acceptance, as soon as possible thereafter.
7. If your Sema Shares are in CREST
You should take the action set out in paragraph 16(a)(iv) of the letter from
Lehman Brothers contained in the Offer Document to transfer your Sema Shares
to an escrow balance. You are reminded to keep a record of the Form of
Acceptance reference number so that such number can be inserted in the TTE
instruction.
If you are a CREST sponsored member, you should refer to your CREST sponsor
before completing this Form of Acceptance, as only your CREST sponsor will
be able to send the necessary TTE instruction to CRESTCo.
8. If this Form of Acceptance is signed under a power of attorney
The completed Form of Acceptance, together with the share certificate(s)
and/or other document(s) of title, should be lodged with Computershare
Services PLC or Computershare Trust Company of New York, as appropriate, at
the relevant address given on page 1, accompanied by the original power of
attorney (or a copy thereof duly certified in accordance with the Powers of
Attorney Act 1971). The power of attorney will be noted by Computershare
Services PLC or Computershare Trust Company of New York, as appropriate, and
returned as directed.
9. If your name or other particulars differ from those appearing on your share
certificate(s), for example:
Incorrect name, for example:
(a) Name on the certificate ................James Smith
Correct name ...........................James John Smith
Complete this Form of Acceptance with the correct name and lodge it with
Computershare Services PLC or Computershare Trust Company of New York, as
appropriate, at the relevant address given on page 1 accompanied by your
share certificate(s) and by a letter from your bank, stockbroker or
solicitor confirming that the person described on the share certificate(s)
and the person who has signed this Form of Acceptance are one and the same.
(b) Incorrect address on the share certificate(s):
Write the correct address in Box [4] of this Form of Acceptance.
(c) Change of name:
If you have changed your name, lodge your marriage certificate or the
deed poll or, in the case of a company, a copy of the certificate of
incorporation on change of name, with this Form of Acceptance for
noting. The documents will be returned as directed.
10. If you are not resident in the United Kingdom or the United States
The attention of Sema Shareholders not resident in the UK or the US is
drawn, in particular to paragraph 7 of Part B of Appendix I to the Offer
Document.
Without prejudice to Part B of Appendix I of the Offer Document, Schlumberger
Investments reserves the right to treat as valid in whole or in part any
acceptance of the Offer which is not entirely in order or which is not
accompanied by the relevant transfer to escrow or (as appropriate) the relevant
share certificate(s) and/or other document(s) of title. In that event, no
payment of cash under the Offer will be made until after the relevant transfer
to escrow has been made or (as appropriate) the relevant share certificate(s)
and/or other document(s) of title or indemnities satisfactory to Schlumberger
Investments have been received.
Printed by RR Donnelley Financial 27014
EXHIBIT 99 (a) (6)
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES (INCLUDING THOSE
REPRESENTED BY AMERICAN DEPOSITARY SHARES) of
Sema plc
by
Schlumberger Investments
a wholly-owned subsidiary of
Schlumberger N.V.
THE OFFER WILL REMAIN OPEN FOR ACCEPTANCE DURING THE INITIAL OFFER PERIOD.
THE INITIAL OFFER PERIOD FOR ACCEPTANCES AND WITHDRAWALS WILL EXPIRE AT 3:00
P.M. LONDON TIME, 10:00 A.M. NEW YORK CITY TIME, ON WEDNESDAY, MARCH 21,
2001, UNLESS EXTENDED TO A LATER CLOSING DATE. AT THE CONCLUSION OF THE
INITIAL OFFER PERIOD, IF ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED,
FULFILLED OR, WHERE PERMITTED, WAIVED, THE OFFER WILL BE EXTENDED FOR A
SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS. HOLDERS OF SEMA
SECURITIES WILL HAVE THE RIGHT TO WITHDRAW THEIR ACCEPTANCE OF THE OFFER FROM
THE DATE OF THIS ANNOUNCEMENT UNTIL THE SPECIFIED TIME ON THE LAST DAY OF THE
INITIAL OFFER PERIOD, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD.
February 21, 2001
To Our Clients:
Enclosed for your consideration is the Offer Document of Schlumberger
Investments dated February 21, 2001, the Letter of Transmittal and the Notice
of Guaranteed Delivery relating to the Offer by Schlumberger Investments to
purchase, upon the terms and subject to the conditions set forth in the Offer
Document and the accompanying Acceptance Forms (as defined in the Offer
Document), all outstanding ordinary shares of 10 pence each of Sema plc and
all outstanding American Depositary Shares ("Sema ADSs") of Sema, each
representing two Sema ordinary shares and evidenced by American Depositary
Receipts ("Sema ADRs").
We are the holder of record of Sema ADSs evidenced by Sema ADRs held by us
for your account. An acceptance of the Offer in respect of such Sema ADSs can
be made only by us as the holder of record and pursuant to your instructions.
Accordingly, we request instructions as to whether you wish to have us accept
the Offer on your behalf in respect of any or all Sema ADSs held by us for
your account pursuant to the terms and subject to the conditions set forth in
the Offer Document.
Your attention is directed to the following:
1. The Offer is being made for all Sema ordinary shares and Sema ADSs
evidenced by Sema ADRs and has been unanimously recommended by the
Directors of Sema.
2. The Offer is on the terms and subject to the conditions set forth in
Appendix I to the Offer Document.
3. The Initial Offer Period for acceptances and withdrawals will remain
open for acceptance until 3:00 p.m. London time, 10:00 a.m. New York
City time, on March 21, 2001 unless extended to a later closing date (in
accordance with the terms thereof).
4. At the conclusion of the Initial Offer Period, including any extension
thereof, if all conditions of the Offer have been satisfied, fulfilled
or, where permitted, waived, the Offer will be extended for a Subsequent
Offer Period of at least 14 calendar days. Holders of Sema Securities
will have the right to withdraw their acceptances of the Offer from the
date of this letter until the specified time on the last day of the
Initial Offer Period but not during the Subsequent Offer Period.
5. Sema ADS holders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the
Letter of Transmittal, stock transfer taxes applicable to a sale of Sema
ADSs evidenced by Sema ADRs to Schlumberger.
If you wish to have us accept the Offer in respect of any or all of Sema
ADSs evidenced by Sema ADRs held by us for your account, please so instruct us
by completing, executing and returning to us the instruction form contained in
this letter. If you authorize us to accept the Offer in respect of your Sema
ADSs, the Offer will be accepted in respect of all such Sema ADSs unless
otherwise indicated in such Instruction Form. Please forward your Instruction
Form to us in ample time to permit us to accept the Offer on your behalf
before the Offer expires. The specimen Letter of Transmittal is furnished to
you for your information only and cannot be used by you to accept the Offer in
respect of Sema ADSs held by us for account.
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING ORDINARY SHARES (INCLUDING THOSE
REPRESENTED BY AMERICAN DEPOSITARY SHARES) of
Sema plc
by
Schlumberger Investments
a wholly owned subsidiary of
Schlumberger N.V.
The undersigned acknowledge(s) receipt of your letter and the Offer Document
and the related Letter of Transmittal relating to the Offer by Schlumberger
Investments to purchase, upon the terms and subject to the conditions set
forth in the Offer Document and the accompanying Letter of Transmittal, all
outstanding Sema ordinary shares and all Sema ordinary shares represented by
Sema ADSs.
This will instruct you to accept the Offer in respect of the number of Sema
ADSs indicated below (or, if no number is indicated below, all Sema ADSs) held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer Document.
-------------------------------------
Dated: ______________________________ -------------------------------------
Signature(s)
-------------------------------------
Number of Sema ADSs To Be Tendered* -------------------------------------
Please print name(s)
-------------------------------------
-------------------------------------
-------------------------------------
Address(es)
-------------------------------------
Area Code and Telephone Number
-------------------------------------
Employer Identification or Social
Security No.
This document should not be forwarded or transmitted in or into Australia,
Canada or Japan.
* Unless otherwise indicated, it
will be assumed that the Offer is
to be accepted in respect of all
Sema ADSs held by us for your
account.
2
Exhibit 99 (a)(11)
Lehman Brothers
Press Release
- --------------------------------------------------------------------------------
For immediate release 21 February 2001
Not for release, publication or distribution in or into Australia, Canada or
Japan
Recommended Cash Offer
by
Lehman Brothers
on behalf of
Schlumberger Investments
(a wholly-owned subsidiary of Schlumberger N.V.)
for
Sema plc
Schlumberger Investments announces that it is today posting its offer document
to Sema Securityholders (the "Offer Document") in relation to the recommended
cash offer (the "Offer") for the entire issued and to be issued share capital of
Sema plc announced on 12 February 2001. Acceptances of the Offer should be
received by not later than 3.00 p.m. (London time), 10.00 a.m. (New York City
time), on 21 March 2001.
Enquiries
Schlumberger
Rex Ross Tel: +1 212 350 9432
Jean-Francois Poupeau Tel: +33 1 40 62 13 30
Lehman Brothers (Lead Financial Adviser and Broker to Schlumberger)
John McIntyre Tel: + 44 (0) 207 601 0011
Henry Phillips
Peter Warne
Words defined in the Offer Document have the same meaning in this announcement.
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
1
Barney, respectively, 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.
It should be noted that by virtue of the conflicting provisions of the Code and
the US securities laws, the Panel has agreed that the acceptance condition can
be structured so that the Offer cannot become or be declared unconditional as to
acceptances until such time as all other Conditions to the Offer have been
satisfied, fulfilled or, to the extent permitted, waived. The acceptance
condition in paragraph (a) of Appendix I of the Offer Document reflects this.
The availability of the Offer to Sema Securityholders who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions.
Sema Securityholders who are not resident in the United Kingdom should inform
themselves about and observe any applicable requirements.
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, this announcement and copies of the Offer Document, the Acceptance
Forms or any related documents are not being, and must not be, mailed or
otherwise distributed or sent in or into Australia, Canada or Japan. Custodians,
nominees and trustees should observe these restrictions and should not send this
announcement, the Offer Document, the Acceptance Forms or any related documents
in or into Australia, Canada or Japan.
Schlumberger is also filing a Tender Offer Statement and other related
documentation and Sema is filing a Solicitation/Recommendation Statement with
the Securities and Exchange Commission today. Free copies of these documents
will be available on the SEC's web site at www.sec.gov. The Tender Offer
-----------
Statement may also be obtained at no charge from Schlumberger at 277 Park
Avenue, New York, NY 10172-0266 and the Solicitation/Recommendation Statement
may be obtained at no charge from Sema at Six Concourse Parkway, Suite 2700,
Atlanta, Georgia 30328. Shareholders are urged to read the Tender Offer
Statement, the Solicitation/Recommendation Statement and the related
documentation as they contain important information.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Sema Securities. The Offer is being made solely by the Offer Document
dated 21 February, 2001 and the related Acceptance Forms.
2
EXHIBIT 99 (a) (12)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the Payer.
- -- Social Security numbers have nine digits separated by two hyphens: i.e. 000-
00-0000. Employer identification numbers have nine digits separated by only one
hyphen: i.e. 00-0000000. The table below will help determine the number to give
the payer.
- ----------------------------------- -----------------------------------
Give the
For this type of account: SOCIAL SECURITY
number of--
- ---------------------------------------------
1. An individual's account The individual
2. Two or more individuals The actual owner
(joint account) of the account
or, if combined
funds, any one
of the
individuals(/1/)
3. Husband and wife (joint The actual owner
account) of the account
or, if joint
funds, either
person(/1/)
4. Custodian account of a The minor(/2/)
minor
(Uniform Gift to Minors
Act)
5. Adult and minor (joint The adult or, if
account) the minor is the
only
contributor, the
minor(/1/)
6. Account in the name of The ward, minor
guardian or committee or incompetent
for a designated ward, person(/3/)
minor, or incompetent
person
7.(a) The usual revocable The grantor-
savings trust account trustee(/1/)
(grantor is also
trustee)
(b) So-called trust account The actual
that is not a legal or owner(/4/)
valid trust under State
law
8. Sole proprietorship The owner(/4/)
account
- ---------------------------------------------
Give the EMPLOYER
For this type of account: IDENTIFICATION
number of--
---
9. A valid trust, estate or The legal entity
pension trust (do not furnish
the identifying
number of the
personal
representative
or trustee
unless the legal
entity itself is
not designated
in the account
title)(/5/)
10. Corporate account The corporation
11. Religious, charitable The organization
or educational
organization account
12. Partnership account The partnership
held in the name of the
partnership
13. Association, club or The organization
other tax-exempt
organization
14. A broker or registered The broker or
nominee registered
nominee
15. Account with the The public
Department of entity
Agriculture in the name
of a public entity
(such as a state or
local government,
school district, or
prison) that receives
agricultural program
payments
---
(1) List all names first and circle the name of the person whose number you
furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Provide the name of the owner.
(5) List all names first and circle the name of the legal trust, estate, or
pension trust.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
Obtaining a Number
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number, at the local office
of the Social Security Administration or the Internal Revenue Service and
apply for a number.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments include
the following:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), or an individual retirement
plan.
. The United States or any agency or instrumentality thereof.
. A state, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
. An international organization or any agency or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a) of the Code.
. An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1) of the Code.
. An entity registered at all times under the Investment Company Act of 1940.
. A foreign central bank of issue.
Payments Not Generally Subject to Backup Withholding
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
. Payments to non resident aliens subject to withholding under section 1441
of the Code.
. Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one non resident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. Note: A Payee
may be subject to backup withholding if this interest is $600 or more and
is paid in the course of the payer's trade or business and such payee has
not provided its correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852 of the Code).
. Payments described in section 6049(b)(5) of the Code to non resident
aliens.
. Payments on tax-free covenant bonds under section 1451 of the Code.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
EXEMPT PAYEES DESCRIBED ABOVE MUST STILL COMPLETE THE SUBSTITUTE FORM W-9 TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE SUBSTITUTE FORM W-9 WITH THE
PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE
OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST,
DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041(A)(a),
6045, and 6050(A) of the Code.
Privacy Act Notice.-- Section 6109 of the Code requires most recipients of
dividends, interest or other payments to give taxpayer identification numbers
to payers who must report the payments to the IRS. The IRS uses the numbers
for identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold
31% of taxable interest, dividends and certain other payments to a payee who
does not furnish a taxpayer identification number to a payer. Certain
penalties may also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number. -- If you
fail to furnish your taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due
to reasonable cause and not to wilful neglect.
(2) Civil Penalty for False Information With Respect to Withholding.-- If you
make a false statement with no reasonable basis that results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information. -- Falsifying certifications
or affirmations may subject you to criminal penalties including fines and/or
imprisonment.
(4) Failure to Report Certain Dividend and Interest Payments. -- If you fail
to include any portion of an includible payment for interest, dividends or
patronage dividends in gross income and such failure is due to negligence, a
penalty of 20% is imposed on any portion of an underpayment attributable to
that failure.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
EXHIBIT 99(a)(13)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Sema Securities (as defined below). The Offer (as defined below) is
being made in the United States solely by the Offer Document dated February 21,
2001, and the related Letter of Transmittal and Form of Acceptance, and is being
made to all US holders of Sema Shares and Sema ADSs (as defined below). In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of Offeror by Lehman Brothers Inc., as Dealer Manager, or by one or more
registered brokers or dealers licensed under the laws of such jurisdiction. The
Offer Document, the Letter of Transmittal, the Form of Acceptance and related
materials should not be forwarded or transmitted into Australia, Canada or
Japan.
Notice of Recommended Offer to Purchase for Cash
All Outstanding Ordinary Shares
(Including those represented by American Depositary Shares)
of
Sema plc
at
560 pence Net Per Share
1,120 pence Net Per ADS (each ADS representing 2 Sema Shares)
by
Schlumberger Investments
(a wholly-owned subsidiary of Schlumberger N.V.)
Schlumberger Investments, a company incorporated in England and Wales
("Offeror") and a wholly owned subsidiary of Schlumberger N.V., a Netherlands
Antilles Corporation ("Parent"), is offering to purchase (i) all issued and to
be issued ordinary shares of 10 pence each ("Sema Shares") of Sema plc, a
company incorporated in England and Wales (the "Company") for 560 pence each,
and (ii) all American Depositary Shares of Sema, each representing two Sema
Shares ("ADSs") for 1,120 pence each on the terms and subject to the conditions
set forth in the Offer Document, dated February 21, 2001 (the "Offer Document"),
and in the related Letter of Transmittal and Form of Acceptance (which, together
with the Offer Document and any amendments or supplements thereto, collectively
constitute the "Offer"). Sema Shares and Sema ADSs are referred to collectively
as "Sema Securities."
- --------------------------------------------------------------------------------
THE OFFER WILL REMAIN OPEN FOR ACCEPTANCE DURING THE INITIAL OFFER PERIOD.
THE INITIAL OFFER PERIOD FOR ACCEPTANCES AND WITHDRAWALS WILL EXPIRE AT 3:00
P.M. LONDON TIME, 10:00 A.M. NEW YORK CITY TIME, ON WEDNESDAY, MARCH 21,
2001, UNLESS EXTENDED TO A LATER CLOSING DATE. AT THE CONCLUSION OF THE
INITIAL OFFER PERIOD, IF ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED,
FULFILLED OR, WHERE PERMITTED, WAIVED, THE OFFER WILL BE EXTENDED FOR A
SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS. HOLDERS OF SEMA
SECURITIES WILL HAVE THE RIGHT TO WITHDRAW THEIR ACCEPTANCES OF THE OFFER
FROM THE DATE OF THIS ANNOUNCEMENT UNTIL THE SPECIFIED TIME ON THE LAST DAY
OF THE INITIAL OFFER PERIOD, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD.
- --------------------------------------------------------------------------------
THE DIRECTORS OF SEMA CONSIDER THE TERMS OF THE OFFER TO BE FAIR AND
REASONABLE. ACCORDINGLY, THE SEMA DIRECTORS UNANIMOUSLY RECOMMEND SEMA SECURITY
HOLDERS TO ACCEPT THE OFFER.
The Offer is conditional upon, among other things, valid acceptances being
received (and not, where permitted, being withdrawn) by not later than 3:00 p.m.
London time, 10:00 a.m. New York City time on March 21, 2001 (or such later
time(s) and/or date(s) as the Offeror may, subject to the rules of the City Code
on Takeovers and Mergers (the "City Code") or with the consent of the Panel on
Takeovers and Mergers of the UK (the "Panel") and in accordance with the
Securities Exchange Act of 1934, as amended, (the "Exchange Act"), decide) in
respect of not less than 90 percent (or such lower percentage as the Offeror may
decide) in nominal value of the Sema Shares (including Sema Shares represented
by Sema ADSs) to which the Offer relates, provided that this condition will not
be satisfied unless the Offeror and/or any of its subsidiaries shall have
acquired or agreed to acquire (whether pursuant to the Offer or otherwise) Sema
Shares (including Sema Shares represented by Sema ADSs) carrying in aggregate
more than 50 percent of the voting rights then normally exercisable at a general
meeting of Sema, including for this purpose (except to the extent otherwise
agreed by the Panel) any such voting rights attaching to any Sema Shares
(including Sema Shares represented by Sema ADSs) that are unconditionally
allotted or issued before the Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise.
Offeror reserves the right (but will not be obliged, other than as may be
required by the City Code or Exchange Act) at any time or from time to time to
extend the Offer and, in such event, will make a public announcement of such
extension in the manner described below. Except with the consent of the Panel,
the Initial Offer Period for acceptances and withdrawals shall not be capable of
being extended, after 3:00 p.m. London time, 10:00 a.m. New York City time, on
April 22, 2001. Any decision to extend the Offer will be announced by 8:00 a.m.
London time in the United Kingdom and 8:00 a.m. New York City time in the United
States on the business day following the day on which the Offer was due to
expire.
If all of the conditions to the Offer are satisfied, fulfilled, or where
permitted, waived, the consideration for Sema Securities purchased pursuant to
the Offer will be paid, with respect to acceptances received during the Initial
Offer Period, within 14 calendar days after the expiration of the Initial Offer
Period. Following expiration of the Initial Offer Period, Offeror will provide a
Subsequent Offer Period of at least 14 calendar days, during which time
acceptances of the Offer may be received. With respect to acceptances received
during the Subsequent Offer Period, consideration for those securities will be
paid within 14 calendar days of receipt of acceptance. Payment for Sema
Securities purchased pursuant to the Offer will be made only after timely
receipt by Citibank, N.A., in its capacity as the "US Depositary" for the Offer
in the United States, in the case of ADSs, and by Computershare Trust Company of
New York in its capacity as the US Forwarding Agent for the Offer in the United
States, in the case of Sema Shares, of (i) certificates representing the Sema
Shares, ADRs representing the Sema ADSs, or (only in the case of Sema ADSs)
timely confirmation of book-entry transfer of such Sema ADSs evidenced by ADRs
into the US Depositary's account pursuant to the terms set forth in the Offer
Document, (ii) the Letter of Transmittal (in the case of acceptances relating to
Sema ADSs) or the relevant Form of Acceptance (in the case of acceptance
relating to Sema Shares), properly completed and duly executed, with any
required signature guarantees, and (iii) any other documents required by the
Letter of Transmittal or the Form of Acceptance. To facilitate settlement of the
Offer, unless they elect to receive pounds sterling, holders of Sema ADSs will
receive cash consideration in US dollars. Holders of Sema Shares who so wish may
elect, in accordance with the terms set forth in the Offer Document, to receive
US dollars. Holders of Sema ADSs who so wish may elect, in accordance with the
terms set out in the Offer Document, to receive cash consideration in pounds
sterling.
If all of the conditions to the Offer have been either satisfied,
fulfilled, or to the extent permitted, waived and Offeror has acquired or
contracted to acquire, pursuant to the Offer or otherwise, at least 90 percent
in nominal value of the Sema Shares (including Sema Shares represented by Sema
ADSs) to which the Offer relates, before June 21, 2001, Offeror will be entitled
and intends to acquire the remaining Sema Shares on the same terms as the Offer
pursuant to the compulsory acquisition procedure set forth in sections 428 to
430F (inclusive) of the United Kingdom Companies Act 1985 (as amended).
If a holder of Sema ADSs wishes to accept the Offer in respect of Sema ADSs
and the ADRs evidencing such Sema ADSs are not immediately available or the
procedures for book-entry transfer cannot be completed on a timely basis, or if
time will not permit all required documents to reach the US Depositary while the
Offer remains open for acceptances, such holder's acceptance of the Offer in
respect of Sema ADSs may be effected by following the guaranteed delivery
procedures set forth in the Offer Document.
Acceptances of the Offer may be withdrawn pursuant to the procedures set
out below at any time from the date of this announcement until the specified
time on the last day of the Initial Offer Period but not during the Subsequent
Offer Period, except in certain limited circumstances as described in the Offer
Document. To be effective, a written notice of withdrawal must be received on a
timely basis by the party (either the US Forwarding Agent or the US Depositary)
to whom the acceptance was originally sent at one of the addresses set forth in
the Offer Document and must specify the name of the person who has tendered the
Sema Shares or Sema ADSs, the number of Sema Shares of Sema ADSs to be withdrawn
and (if ADSs have been tendered) the name of the registered holder, if different
from the name of the person whose acceptance is to be withdrawn. In respect of
Sema ADSs, if ADRs have been delivered or otherwise identified to the US
Depositary then, prior to the physical release of such ADRs, the serial numbers
shown on such ADRs must be submitted, and, unless the Sema ADSs evidenced by
such ADRs have been delivered by an Eligible Institution (as defined in the
Offer Document), the signatures on the notice of withdrawal must be guaranteed
by an Eligible Institution. If Sema ADSs have been delivered pursuant to the
procedures for book-entry transfer set forth in the Offer Document, any notice
of withdrawal must also specify the name and number of account at the Book-Entry
Transfer Facility (as defined in the Offer Document, to be credited with the
withdrawn Sema ADSs and must otherwise comply with such Book-Entry Transfer
Facility's procedures. All questions as to the validity (including the time of
receipt) of any notice of withdrawal will be determined by the Offeror, whose
determination (except as required by the Panel) shall be final and binding.
The information required to be disclosed by section (d)(1) of Rule 14d-6 of
the General Rules and Regulations under the Exchange Act is contained in the
Offer Document and incorporated herein by reference. Sema has provided Offeror
with Sema shareholder and security position listing for the purpose of
disseminating the Offer to holders of Sema Shares (including Sema Shares
represented by Sema ADSs). The Offer Document, Letter of Transmittal and/or the
Form of Acceptance are being mailed to holders of record of Sema Shares
(including Sema Shares represented by Sema ADSs) and are being furnished to
brokers, dealers, commercial banks, trust companies and similar persons whose
names or the names of whose nominees appear as holders of record for subsequent
transmittal to beneficial owners of Sema Shares (including Sema Shares
represented by Sema ADSs).
THE OFFER DOCUMENT AND RELATED MATERIALS CONTAIN IMPORTANT INFORMATION
WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISIONS ARE MADE WITH RESPECT TO THE
OFFER.
Requests for assistance or copies of the Offer Document, the Letter of
Transmittal, the Form of Acceptance and all other related materials may be
directed to the Information Agent as set forth below, and copies will be
furnished promptly at Offeror's expense. Except as set forth in the Offer
Document, no fees or commissions will be paid to brokers, dealers or other
persons for soliciting tenders of Sema Shares (including Sema Shares represented
by Sema ADSs) pursuant to the Offer.
Offeror is also filing a Tender Offer Statement and other related
documentation and the Company is filing a Solicitation/Recommendation Statement
with the Securities and Exchange Commission today. Free copies of these
documents will be available on the SEC's web site at www.sec.gov. The Tender
Offer Statement may also be obtained at no charge from Offeror at 277 Park
Avenue, New York, NY 10172-0266 and the Solicitation/Recommendation Statement
may be obtained at no charge from the Company at Six Concourse Parkway, Suite
2700, Atlanta, Georgia 30328. Shareholders are urged to read the Tender Offer
Statement, the Solicitation/Recommendation Statement and the related
documentation as they will contain important information.
The directors of Schlumberger Investments listed in Schedule IVA of the
Offer Document accept responsibility for the information contained in this
announcement and, to the best of their knowledge and belief (having taken all
reasonable care to ensure that such is the case), the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information. This statement is intended
solely to comply with Rule 19.2 of the City Code and shall not be deemed to
establish or expand liability under law, including under US federal securities
laws or under the laws of any state of the US.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street
20th Floor
New York, New York 10005-4495
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 755-7250
The Dealer Manager for the Offer is:
Lehman Brothers
Three World Financial Center
200 Vesey Street
New York, New York 10285
Call Collect: (212) 526-5044
February 21, 2001
Exhibit 99(b)(1)
AGREEMENT
DATED 20 February, 2001
US$3,000,000,000
CREDIT FACILITY
FOR
SCHLUMBERGER LIMITED
SCHLUMBERGER PUBLIC LIMITED COMPANY
SCHLUMBERGER INDUSTRIES S.A.
and
SCHLUMBERGER INVESTMENTS
ARRANGED BY
J.P. MORGAN PLC
BNP PARIBAS
and
SALOMON BROTHERS INTERNATIONAL LIMITED
as Lead Arrangers
and
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
as Arranger
WITH
CITIBANK INTERNATIONAL plc
as Facility Agent
Allen & Overy
London
newchange
BK:831492.7
- -------------------------------------------------------------------------------
INDEX
Clause Page No.
1. Interpretation.................................................. 1
2. Facility........................................................ 18
3. Purpose......................................................... 18
4. The Offer....................................................... 19
5. Conditions precedent............................................ 23
6. Utilisation..................................................... 23
7. Optional Currencies............................................. 25
8. Repayment....................................................... 29
9. Prepayment and cancellation..................................... 29
10. Interest........................................................ 31
11. Terms........................................................... 33
12. Market disruption............................................... 34
13. Taxes........................................................... 34
14. Increased Costs................................................. 39
15. Mitigation...................................................... 39
16. Payments........................................................ 40
17. Representations................................................. 42
18. Information covenants........................................... 46
19. General covenants............................................... 47
20. Default......................................................... 51
21. The Administrative Parties...................................... 56
22. Evidence and calculations....................................... 60
23. Fees............................................................ 60
24. Indemnities and Break Costs..................................... 61
25. Expenses........................................................ 62
26. Amendments and waivers.......................................... 63
27. Changes to the Parties.......................................... 64
28. Disclosure of information....................................... 67
29. Set-off......................................................... 68
30. Pro rata sharing................................................ 68
31. Severability.................................................... 70
32. Counterparts.................................................... 70
33. Notices......................................................... 70
34. Language........................................................ 71
35. Governing law................................................... 72
36. Enforcement..................................................... 72
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Schedules
1. Original Parties..................................................... 73
2. Conditions Precedent Documents....................................... 74
3. Form of Request...................................................... 78
4. Calculation of the Mandatory Cost.................................... 79
5. Form of Transfer Certificate......................................... 81
6. Form of Compliance Certificate....................................... 82
7. Form of Accession Agreement.......................................... 83
Part II Form of Resignation Request................................. 84
8. Form of Legal Opinion of Allen & Overy, London....................... 85
9. Form of TEG Letter................................................... 88
10. Form of Comfort Letter............................................... 90
11. Form of Subordination Agreement...................................... 91
Signatories............................................................... 92
- -------------------------------------------------------------------------------
THIS AGREEMENT is dated 20 February, 2001
BETWEEN:
(1) SCHLUMBERGER LIMITED (a company incorporated in the Netherlands Antilles
registered at the Chamber of Commerce in Curacao with number 1674 (0) and
whose registered address is Julianaplein 5, Curacao, Netherlands Antilles)
(the "Company");
(2) SCHLUMBERGER PUBLIC LIMITED COMPANY, SCHLUMBERGER INDUSTRIES S.A. and
SCHLUMBERGER INVESTMENTS as original borrowers (in this capacity the
"Original Borrowers");
(3) J.P. MORGAN PLC, BNP PARIBAS, SALOMON BROTHERS INTERNATIONAL LIMITED as
lead arrangers and LEHMAN BROTHERS INTERNATIONAL (EUROPE) as arranger (in
this capacity the "Mandated Arrangers");
(4) THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Original Parties) as
original lenders (the "Original Lenders");
(5) J.P. MORGAN PLC as bookrunner (in this capacity the "Bookrunner"); And
(6) CITIBANK INTERNATIONAL plc as facility agent (in this capacity the
"Facility Agent").
IT IS AGREED as follows:
1. INTERPRETATION
1.1 DEFINITIONS
In this Agreement:
"Accession Agreement"
means a letter, substantially in the form of Part I of Schedule 7 (Form of
Accession Agreement), with such amendments as the Facility Agent may
approve or reasonably require.
"Additional Borrower"
means a member of the Group which becomes a Borrower after the date of this
Agreement.
"Administrative Party"
means an Arranger or the Facility Agent.
"ADRs"
means American Depositary Receipts in respect of the Shares.
2
"Affiliate"
means a Subsidiary or a Holding Company of a person or any other Subsidiary
of that Holding Company.
"Arranger"
means a Mandated Arranger or the Bookrunner.
"Availability Period"
means the period from and including the date of this Agreement to and
including the Term Date.
"Borrower"
means the Company, an Original Borrower or an Additional Borrower.
"Borrower Sub-limit"
means:
(a) in the case of SISA, US$1,500,000,000;
(b) in the case of Schlumberger PLC, US$1,000,000,000;
(c) in the case of Schlumberger Investments, US$1,000,000,000; and
(d) in the case of the aggregate Loans outstanding at any time borrowed by
Schlumberger PLC and Schlumberger Investments, US$1,000,000,000.
"Break Costs"
means the amount (if any) which a Lender is entitled to receive under
Clause 24.3 (Break Costs) as compensation if any part of a Loan or overdue
amount is prepaid.
"Business Day"
means a day (other than a Saturday, a Sunday or a public holiday) on which
banks are open for general business in London and:
(a) if on that day a payment in or a purchase of a currency (other than
euro) is to be made, the principal financial centre of the country of
that currency; or
(b) if on that day a payment in or a purchase of euro is to be made, which
is also a TARGET Day.
"Comfort Letter"
means the comfort letter dated on or about the date of this Agreement from
the Company to the Finance Parties, in the form set out in Schedule 10
(Form of Comfort Letter).
3
"Commitment"
means:
(a) for an Original Lender, the amount set opposite its name in Schedule 1
(Original Parties) under the heading "COMMITMENTS" and the amount of
any other Commitment it acquires; and
(b) for any other Lender, the amount of any Commitment it acquires,
to the extent not cancelled, transferred or reduced under this Agreement.
"Dangerous Substance"
means any radioactive emissions and any natural or artificial substance
(whether in the form of a solid, liquid, gas or vapour) the generation,
transportation, storage, treatment, use or disposal of which (whether alone
or in combination with any other substance) and including (without
limitation) any controlled, special, hazardous, toxic, radioactive or
dangerous waste, is capable of causing harm to man or any other living
organism or damaging the Environment or public health.
"Default"
means:
(a) an Event of Default; or
(b) an event which would be (with the expiry of a grace period, the giving
of notice or the making of any determination under the Finance
Documents or any combination of them) an Event of Default.
"Dollars" or "US$"
means the lawful currency for the time being of the United States of
America.
"Environment"
means all, or any of, the following media: the air (including, without
limitation, the air within buildings and the air within other natural or
man-made structures above or below ground), water (including, without
limitation, ground and surface water) and land (including, without
limitation, surface and sub-surface soil).
"Environmental Claim"
means any claim by any person:
(a) in respect of any loss or liability suffered or incurred by that
person as a result of or in connection with any violation of
Environmental Law; or
(b) that arises as a result of or in connection with Environmental
Contamination and that is capable of giving rise to any remedy or
penalty (whether interim or final) that may be enforced or assessed by
private or public legal action or administrative order or
4
proceedings including, without limitation, any such claim that arises
from injury to persons or property.
"Environmental Contamination"
means each of the following and their consequences:
(a) any release, emission, leakage or spillage of any Dangerous Substance
at or from any site owned or occupied by an Obligor or any Material
Subsidiary of an Obligor into any part of the Environment;
(b) any accident, fire, explosion or sudden event at any site owned or
occupied by an Obligor or any Material Subsidiary of an Obligor which
is directly caused by or attributable to any Dangerous Substance; or
(c) any other pollution of the Environment arising at or from any site
owned or occupied by an Obligor or any Material Subsidiary of an
Obligor.
"Environmental Law"
means all laws and regulations concerning pollution, the Environment or
Dangerous Substances.
"Environmental Licence"
means any authorisation required by any Environmental Law.
"ERISA"
means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and the regulations promulgated and rulings issued under it.
"ERISA Group"
means the Company and all members of a controlled group of corporations and
all trades or businesses (whether or not incorporated) under common control
which, together with the Company, are treated as a single employer under
Section 414 of the Internal Revenue Code.
"EURIBOR"
means for a Term of any Loan or overdue amount in euro:
(a) the applicable Screen Rate; or
(b) if no Screen Rate is available for that Term of that Loan or overdue
amount, the arithmetic mean (rounded upward to four decimal places) of
the rates as supplied to the Facility Agent at its request quoted by
the Reference Banks to leading banks in the European interbank market,
as of 11.00 a.m. (Brussels time) on the Rate Fixing Day for the offering of
deposits in euro for a period comparable to that Term.
5
"euro" OR "E"
means the single currency of the Participating Member States.
"Event of Default"
means an event specified as such in this Agreement.
"Facility"
means the credit facility made available under this Agreement.
"Facility Office"
means the office(s) notified by a Lender to the Facility Agent:
(a) on or before the date it becomes a Lender; or
(b) by not less than five Business Days' notice,
as the office(s) outside the U.S.A. through which it will perform its
obligations under this Agreement.
"Fee Letter"
means any letter entered into by reference to this Agreement between one or
more Administrative Parties and the Company setting out the amount of
certain fees referred to in this Agreement.
"Final Maturity Date"
means:
(a) the Initial Final Maturity Date; or
(b) if the Term-out Option is exercised, the date falling 364 days after
the Initial Final Maturity Date.
"Finance Document"
means:
(a) this Agreement;
(b) a Fee Letter;
(c) a Transfer Certificate;
(d) an Accession Agreement;
(e) a Subordination Agreement; or
(f) any other document designated as such by the Facility Agent and the
Company.
6
"Finance Party"
means a Lender or an Administrative Party.
"Financial Indebtedness"
means any indebtedness (without double counting) for or in respect of:
(a) moneys borrowed;
(b) any acceptance or documentary credit;
(c) any bond, note, debenture, loan stock or other similar instrument;
(d) any finance or capital lease;
(e) receivables sold or discounted (otherwise than on a non-recourse
basis);
(f) the acquisition cost of any asset to the extent payable more than 180
days before or after its acquisition or possession by the party liable
where the advance or deferred payment is arranged primarily as a
method of raising finance or financing the acquisition of that asset;
(g) any other transaction (including any forward sale or purchase
agreement) which has the commercial effect of a borrowing; or
(h) any guarantee, indemnity or similar assurance against financial loss
of any person in respect of any item referred to in paragraphs (a) to
(g) above.
"Group"
means the Company and its Subsidiaries.
"Holding Company"
of any other person, means a company in respect of which that other person
is a Subsidiary.
"IBOR"
means LIBOR or EURIBOR.
"Increased Cost"
means:
(a) an additional or increased cost;
(b) a reduction in the rate of return under a Finance Document or on its
overall capital; or
(c) a reduction of an amount due and payable under any Finance Document,
7
which is incurred or suffered by a Finance Party or any of its Affiliates
but only to the extent attributable to that Finance Party having entered
into any Finance Document or funding or performing its obligations under
any Finance Document.
"Initial Final Maturity Date"
means the date falling 364 days after the date of this Agreement.
"Internal Revenue Code"
means the Internal Revenue Code 1986, as amended from time to time, and the
regulations promulgated and rulings issued under it.
"Lender"
means:
(a) an Original Lender; or
(b) any person which becomes a Lender after the date of this Agreement.
"LIBOR"
means for a Term of any Loan or overdue amount denominated in a currency
other than euro:
(a) the applicable Screen Rate; or
(b) if no Screen Rate is available for the relevant currency or Term of
that Loan or overdue amount, the arithmetic mean (rounded upward to
four decimal places) of the rates, as supplied to the Facility Agent
at its request, quoted by the Reference Banks to leading banks in the
London interbank market,
as of 11.00 a.m. on the Rate Fixing Day for the offering of deposits in the
currency of that Loan or overdue amount for a period comparable to that
Term.
"Loan"
means, unless otherwise stated in this Agreement, the principal amount of
each borrowing under this Agreement or the principal amount outstanding of
that borrowing.
"Majority Lenders"
means, at any time, Lenders:
(a) whose share in the outstanding Loans and whose undrawn Commitments
then aggregate 66 /2/3/ per cent. or more of the aggregate of all the
outstanding Loans and the undrawn Commitments of all the Lenders;
(b) if there is no Loan then outstanding, whose undrawn Commitments then
aggregate 66 /2/3/ per cent. or more of the Total Commitments; or
8
(c) if there is no Loan then outstanding and the Total Commitments have
been reduced to zero, whose Commitments aggregated 66 /2/3/ per cent.
or more of the Total Commitments immediately before the reduction.
"Mandatory Cost"
means the cost of complying with certain regulatory requirements, expressed
as a percentage rate per annum and calculated by the Facility Agent under
Schedule 4 (Calculation of the Mandatory Cost).
"Margin"
means:
(a) in the case of a Loan to:
(i) the Company; or
(ii) for the period ending on the date falling 3 months after the
first utilisation of the Facility by any Borrower, Schlumberger
Investments,
0.30 per cent. per annum; and
(b) in the case of:
(i) a Loan to any Borrower other than the Company or Schlumberger
Investments; and
(ii) a Loan to Schlumberger Investments at any time after the date
falling 3 months after the first utilisation of the Facility by
any Borrower,
0.35 per cent. per annum.
"Margin Stock"
has the meaning given to it in the Regulations.
"Market Purchases"
has the meaning given to that term in Clause 4.1 (Defined terms).
"Material Adverse Effect"
means a material adverse effect on:
(a) the business or financial condition of the Group as a whole; or
(b) the ability of any Obligor to perform its obligations under any
Finance Document.
"Material Subsidiary"
means, at any time:
9
(a) (i) a Subsidiary of Schlumberger PLC or SISA, the book value of
whose total assets then exceed US$50,000,000 (or its equivalent
in any other currency); or
(ii) any other member of the Group which has acquired since the date
of this Agreement, total assets from the Obligors and/or the
Material Subsidiaries the book value of which in aggregate
exceeds US$50,000,000 (or its equivalent in any other currency);
and
(b) for the purposes of Clause 20.5 (Cross-acceleration) only, a direct
Subsidiary of the Company the book value of whose total assets then
exceeds US$50,000,000 (or its equivalent in any other currency).
For this purpose:
(i) the total assets of a Subsidiary of the Company, Schlumberger PLC or
SISA, as appropriate, will be determined from its latest financial
statements (unconsolidated if it has Subsidiaries); and
(ii) if there is a dispute as to whether or not a company is a Material
Subsidiary, a certificate of the auditors of the Company will be, in
the absence of manifest error, conclusive.
"Maturity Date"
means the last day of the Term of a Revolving Credit Loan.
"Multiemployer Plan"
means at any time, an employee pension benefit plan, within the meaning of
Section 4001(a)(3) of ERISA, to which any member of the ERISA Group;
(a) is then making or accruing an obligation to make contributions; or
(b) has within the preceding five plan years made contributions, including
for these purposes any person which ceased to be a member of the ERISA
Group during that five year period and in respect of which any member
of the ERISA Group could reasonably be expected to have liability
under Title IV of ERISA.
"Obligor"
means the Company or a Borrower.
"Offer"
means the offer made or to be made by Lehman Brothers on behalf of
Schlumberger Investments to purchase the Target's Shares on the terms set
out in the Offer Document (as
10
such offer may from time to time be amended, added to, revised, renewed or
waived) and including any offer to acquire ADRs and any proposal to be made
by or on behalf of Schlumberger Investments to the holders of options to
subscribe for the Target's Shares under any Target share option scheme.
"Offer Document"
means the offer document issued or to be issued by the Company to
shareholders of the Target in respect of the Offer.
"Original Financial Statements"
means the audited consolidated financial statements of the Company for the
year ended 31st December, 1999.
"Original Obligor"
means the Company or an Original Borrower.
"Participating Member State"
means a member state of the European Communities that adopts or has adopted
the euro as its lawful currency under the legislation of the European Union
for European Monetary Union.
"Party"
means a party to this Agreement.
"Permitted Transaction"
means:
(a) the divestiture by the Group of the manufacturing activities relating
to metering "RMS";
(b) the divestiture of the automated test activities business line "ATE";
(c) an intra-Group re-organisation of a Material Subsidiary on a solvent
basis; or
(d) any other transaction agreed to by the Majority Lenders.
"Plan"
means at any time an employee pension benefit plan (other than a
Multiemployer Plan), which is covered by Title IV of ERISA or subject to
the minimum funding standards under Section 412 of the Internal Revenue
Code and either:
(a) is maintained, or contributed to, by any member of the ERISA Group for
employees of any member of the ERISA Group; or
(b) has at any time within the preceding five years been maintained, or
contributed to, by any person which was at that time a member of the
ERISA Group for employees of any person which was at that time a
member of the ERISA Group and in respect of
11
which any member of the ERISA Group could reasonably be expected to
have liability under Title IV of ERISA.
"Press Release"
means the press release to be made by or on behalf of the Company
announcing the terms of the Offer.
"Pro Rata Share"
means:
(a) for the purpose of determining a Lender's share in a Loan, the
proportion which its Commitment bears to the Total Commitments; and
(b) for any other purpose on a particular date:
(i) the proportion which a Lender's share of the Loans (if any)
bears to all the Loans;
(ii) if there is no Loan outstanding on that date, the proportion
which its Commitment bears to the Total Commitments on that
date; and
(iii) if the Total Commitments have been cancelled, the proportion
which its Commitments bore to the Total Commitments
immediately before being cancelled,
"Rate Fixing Day"
means:
(a) the first day of a Term for a Loan denominated in Sterling;
(b) the second Business Day before the first day of a Term for a Loan
denominated in any other currency,
or such other day as the Facility Agent determines is generally treated as
the rate fixing day by market practice in the relevant interbank market.
"Reference Banks"
means the London branch of each of The Chase Manhattan Bank, BNP Paribas
and Citibank, N.A. and any other bank or financial institution appointed as
such by the Facility Agent under this Agreement.
"Regulation U"
means regulation U of the Board of Governors of the United States Federal
Reserve System.
"Regulation X"
means regulation X of the Board of Governors of the United States Federal
Reserve System.
12
"Repeating Representations"
means the representations which are deemed to be repeated under this
Agreement.
"Request"
means a request for a Loan, substantially in the form of Schedule 3 (Form
of Request).
"Revolving Credit Facility"
means the revolving credit facility made available under this Agreement.
"Revolving Credit Loan"
means a Loan under the Revolving Credit Facility.
"Rollover Loan"
means one or more Revolving Credit Loans:
(a) to be made on the same day that a maturing Revolving Credit Loan is
due to be repaid;
(b) the aggregate amount of which is equal to or less than the maturing
Revolving Credit Loan;
(c) in the same currency as the maturing Revolving Credit Loan; and
(d) to be made to the same Borrower for the purpose of refinancing a
maturing Revolving Credit Loan.
"Screen Rate"
means:
(a) for LIBOR, the British Bankers Association Interest Settlement Rate
(if any); and
(b) for EURIBOR, the percentage rate per annum determined by the Banking
Federation of the European Union,
for the relevant currency and Term displayed on the appropriate page of the
Telerate screen selected by the Facility Agent. If the relevant page is
replaced or the service ceases to be available, the Facility Agent (after
consultation with the Company and the Lenders) may specify another page or
service displaying the appropriate rate.
"Security Interest"
means any mortgage, pledge, lien, charge, assignment, hypothecation or
security interest or any other agreement or arrangement having a similar
effect.
"Shareholders' Funds"
means, for a Borrower, the aggregate of:
13
(a) the amount for the time being paid up or credited as being paid up on
the issued share capital of that Borrower;
(b) the reserves of that Borrower (including any share premium accounts
and any capital reserves); and
(c) the consolidated retained earnings of that Borrower (less any amount
standing to the debit of the consolidated profit and loss account of
that Borrower),
less any amount included in the above which is attributable to equity
interests of minority shareholders, all as calculated in accordance with
accounting principles or standards generally accepted in its jurisdiction
of incorporation, consistently applied.
"Schlumberger Investments"
means Schlumberger Investments, a company incorporated in England with
registered number 4157867.
"Shares"
means all the issued shares in the capital of the Target (including any
shares of the Target issued or to be issued whilst the Offer remains open
for acceptance).
"Sisa"
means Schlumberger Industries S.A., a company incorporated in France with
registered number B 542 062 120 RCS Nanterre.
"Subordination Agreement"
means a Subordination Agreement substantially in the form of Schedule 11.
"Subordinated Debt"
means Financial Indebtedness of the relevant Borrower which has been
subordinated substantially on the terms set out in a duly executed
Subordination Agreement.
"Subsidiary"
means an entity of which a person has direct or indirect control or
owns directly or indirectly more than 50% of the voting capital or similar
right of ownership and "CONTROL" for this purpose means the power to direct
the management and the policies of the entity whether through the ownership
of voting capital or by contract.
"Syndication"
means general syndication of the Facility by the Arrangers.
"Target"
means SEMA plc.
14
"TARGET Day"
means a day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer payment system is open for the settlement of
payments in euro.
"Target Group"
means the Target and its Subsidiaries.
"Tax"
means any tax, levy, impost, duty or other charge or withholding of a
similar nature (including any related penalty or interest).
"Tax Deduction"
means a deduction or withholding for or on account of Tax from a payment
under a Finance Document.
"Tax Payment"
means a payment made by an Obligor to a Finance Party in any way relating
to a Tax Deduction or under any indemnity given by that Obligor in respect
of Tax under any Finance Document.
"Term"
means each period determined under this Agreement by reference to which
interest on a Loan or an overdue amount is calculated.
"Term Date"
means the earlier of:
(a) if the Unconditional Date has not then occurred, the date falling 130
days after the date of the announcement of the Offer;
(b) the date upon which the Offer is terminated or withdrawn; or
(c) the date falling 30 days prior to the Initial Final Maturity Date.
"Term Loan"
means a Loan drawn down after the Term-out Date.
"Term-out Date"
means the date of the exercise of the Term-out Option.
"Term-out Option"
means the option specified in Clause 6.5 (Term-out Option).
15
"Total Commitments"
means the Commitments of all the Lenders.
"Transfer Certificate"
means a certificate, substantially in the form of Schedule 5 (Form of
Transfer Certificate), with such amendments as the Facility Agent may
approve or reasonably require or any other form agreed between the Facility
Agent and the Company.
"Unconditional Date"
means the date on which the Offer is declared unconditional by (or on
behalf of) the Company in all respects.
"U.K."
means the United Kingdom.
"Unfunded Liabilities"
means with respect to any Plan at any time, the amount (if any) by which:
(a) the value of all benefit liabilities under that Plan, determined on a
plan termination basis using the assumptions used for funding the Plan
pursuant to Section 412 of the Internal Revenue Code; exceeds
(b) the fair market value of all Plan assets allocable to such liabilities
under Title IV of ERISA (excluding any accrued but unpaid
contributions),
all as determined by the Plan actuary as of the Plan's then most
recent valuation date.
"U.S.A."
means the United States of America.
"Utilisation Date"
means each date on which the Facility is utilised.
1.2 Construction
(a) In this Agreement, unless the contrary intention appears, a reference to:
(i) an "amendment" includes a supplement, novation, restatement or re-
enactment and "amended" will be construed accordingly;
"assets" includes present and future properties, revenues and rights
of every description;
an "authorisation" includes an authorisation, consent, approval,
resolution, licence, exemption, filing, registration or notarisation;
16
"disposal" means a sale, transfer, grant, lease or other disposal,
whether voluntary or involuntary, and "dispose" will be construed
accordingly;
"indebtedness" includes any obligation (whether incurred as
principal or as surety) for the payment or repayment of money;
a "person" includes any individual, company, corporation,
unincorporated association or body (including a partnership, trust,
joint venture or consortium), government, state, agency,
organisation or other entity whether or not having separate legal
personality;
a "regulation" includes any regulation, rule, official directive,
request or guideline (whether or not having the force of law but, if
not having the force of law, being of a type with which any person
to which it applies is accustomed to comply) of any governmental,
inter-governmental or supranational body, agency, department or
regulatory, self-regulatory or other authority or organisation;
(ii) a currency is a reference to the lawful currency for the time being
of the relevant country;
(iii) a Default being "outstanding" means that it has not been remedied or
waived;
(iv) a provision of law is a reference to that provision as extended,
applied, amended or re-enacted and includes any subordinate
legislation;
(v) a Clause, a Subclause or a Schedule is a reference to a clause or
subclause of, or a schedule to, this Agreement;
(vi) a person includes its successors in title, permitted assigns and
permitted transferees;
(vii) a Finance Document or another document is a reference to that
Finance Document or other document as amended; and
(viii) a time of day is a reference to London time.
(b) Unless the contrary intention appears, a reference to a "month" or "months"
is a reference to a period starting on one day in a calendar month and
ending on the numerically corresponding day in the next calendar month or
the calendar month in which it is to end, except that:
(i) if the numerically corresponding day is not a Business Day, the
period will end on the next Business Day in that month (if there is
one) or the preceding Business Day (if there is not);
(ii) if there is no numerically corresponding day in that month, that
period will end on the last Business Day in that month; and
(iii) notwithstanding sub-paragraph (i) above, a period which commences on
the last Business Day of a month will end on the last Business Day in
the next month or the calendar month in which it is to end, as
appropriate.
(c) (i) Unless expressly provided to the contrary in a Finance Document,
a person who is not a party to a Finance Document may not enforce any
of its terms under the Contracts (Rights of Third Parties) Act 1999.
17
(ii) Notwithstanding any term of any Finance Document, the consent of any
third party is not required for any variation (including any release
or compromise of any liability under) or termination of that Finance
Document.
(d) Unless the contrary intention appears:
(i) a reference to a Party will not include that Party if it has ceased
to be a Party under this Agreement;
(ii) an amount in euro is payable only in the euro unit;
(iii) a term used in any other Finance Document or in any notice given in
connection with any Finance Document has the same meaning in that
Finance Document or notice as in this Agreement;
(iv) if there is an inconsistency between this Agreement and any other
Finance Document this Agreement will prevail;
(v) any obligation of an Obligor under the Finance Documents which is
not a payment obligation remains in force for so long as any payment
obligation is or may be outstanding under the Finance Documents; and
(e) the headings in this Agreement do not affect its interpretation.
1.3 French Terms
In this Agreement, a reference to:
(a) a "winding up, administration or dissolution" means, in respect of
an Obligor incorporated in France only, a redressement judiciaire,
cession totale de l'enterprise or liquidation judiciaire under
Articles L.620-1 et seq. of the French Commercial Code;
(b) a "composition, assignment or similar arrangement with any creditor"
includes a reglement amiable under Articles L.611-3 et seq. of the
French Commercial Code but excludes any step taken under Article
L.611-2;
(c) a "compulsory manager, receiver, administrator" includes an
administrateur judiciaire, administrateur provisoire or mandataire
liquidateur;
(d) a "lease" includes an "operation de credit bail";
(e) a "reconstruction" includes any contribution of part of its business
in consideration of shares (apport partiel d'actifs) and any
demerger (scisson) implemented in accordance with Articles L.236-1
to L236-24 of the French Commercial Code;
(f) a "Security interest" includes any type of security (surete reelle)
and transfer by way of security; and
(g) a person being "unable to pay its debts" includes that person being
in a state of cessation des paiements.
18
2. FACILITY
2.1 Facility
Subject to the terms of this Agreement, the Lenders make available to the
Borrowers a revolving credit facility (with a term out option) in an
aggregate amount equal to the Total Commitments.
2.2 Nature of a Finance Party's rights and obligations
Unless otherwise agreed by all the Finance Parties:
(a) the obligations of a Finance Party under the Finance Documents are
several;
(b) failure by a Finance Party to perform its obligations does not affect
the obligations of any other Party under the Finance Documents;
(c) no Finance Party is responsible for the obligations of any other
Finance Party under the Finance Documents;
(d) the rights of a Finance Party under the Finance Documents are separate
and independent rights;
(e) a debt arising under the Finance Documents to a Finance Party is a
separate and independent debt; and
(f) a Finance Party may, except as otherwise stated in the Finance
Documents, separately enforce those rights.
2.3 Nature of Borrower's rights and obligations
Unless otherwise agreed by the Company:
(a) the obligations of a Borrower under the Finance Documents are several;
and
(b) failure by a Borrower to perform its obligations does not affect the
obligations of any other Party under the Finance Documents.
3. PURPOSE
3.1 Loans
Each Loan may be used for:
(a) financing or refinancing:
(i) all or part of the consideration in respect of the Offer;
(ii) any fees and expenses in relation to the Offer;
(iii) any borrowings of the Target or its Subsidiaries which are
outstanding on the Unconditional Date;
19
(iv) Market Purchases; and/or
(v) intra-Group indebtedness incurred to finance Market Purchases.
(b) general corporate purposes of the Company and the Original Borrowers
(including any direct or indirect subscription for equity in
Schlumberger Investments),
provided that no part of a Loan may be used, directly indirectly or
ultimately to finance the purchase of the ADRs.
3.2 No obligation to monitor
No Finance Party is bound to monitor or verify the utilisation of the
Facility.
4. THE OFFER
4.1 Defined terms
In this Subclause:
"Certain Funds Period"
means the period beginning on the date of the Press Release and ending on
the earlier of:
(a) if no section 429 Notice has been given, the date falling four months
after the date of posting of the Offer Document; or
(b) if the Company has given a Section 429 Notice, the later of:
(i) the first Business Day after the expiry of six weeks from the
date on which the final Section 429 Notice is given by the Company;
and
(ii) if an application to court is made under section 430C(1) of the
Companies Act 1985 in relation to any Section 429 Notice, the first
Business Day after the last day on which that application is disposed
of; and
(c) the date falling 6 months after the date of the issue of the Press
Release.
"Clean-up Period"
means the period commencing on the Unconditional Date and ending on
the date which is 90 days after the Unconditional Date.
"Code"
means the City Code on Takeovers and Mergers.
"Major Breach"
means a breach of:
(a) Clause 19.4 (Pari passu);
20
(b) Clause 19.5 (Negative pledge);
(c) Clause 19.6 (Transactions similar to security);
(d) Clause 19.7 (Disposals); or
(e) Clause 19.9 (Mergers).
"Major Default"
means any of the following Events of Default:
(a) Clause 20.2 (Non-payment);
(b) Clause 20.3 (Breach of other obligations) but only insofar as it
relates to a Major Breach;
(c) Clause 20.4 (Misrepresentation) but only insofar as it relates to a
Major Representation;
(d) Clauses 20.6 (Insolvency) and 20.7 (Insolvency proceedings) but only
as it relates to an Obligor;
(e) Clause 20.10 (Effectiveness of Finance Documents); or
(f) Clause 20.11 (a) (Ownership of the Obligors).
"Major Representation"
means any of the following representations contained in this
Agreement:
(a) 17.2(a) (Status);
(b) 17.3 (Powers and authority);
(c) 17.4 (Legal validity); or
(d) 17.5 (Non conflict).
"Market Purchases"
any on-market or off-market purchases of the Shares outside the Offer.
"Offer Loan"
means any Loan the direct or indirect purpose of which is to finance
the acquisition of Shares under the Offer, including under the procedures
in Sections 428-430 of the Companies Act 1985.
"Panel"
means the Panel on Takeovers and Mergers.
21
"Section 429 Notice"
means a notice under Section 429(2) of the Companies Act 1985 to a
shareholder of the Target who has not accepted the Offer compulsorily
acquiring the Shares of that shareholder.
4.2 Press Releases
Unless required by the Code or any law or regulation, the Company must not
make any statement or announcement (other than the Press Release)
containing any information or statement concerning the Finance Documents or
the Finance Parties without the prior approval of the Arrangers. The
approval of the Arrangers must not be unreasonably withheld or delayed.
4.3 Certain Funds
(a) Notwithstanding any term of this Agreement, during the Certain Funds Period
no Lender is entitled to:
(i) refuse to participate in any Offer Loan;
(ii) cancel a Commitment;
(iii) exercise any right of rescission, set off or similar right or remedy
which it may have in relation to any Offer Loan; or
(iv) accelerate repayment of any Offer Loan,
except as provided below in this Subclause.
(b) Paragraph (a) does not apply if the entitlement arises because:
(i) the Company has not delivered all of the documents required under
this Clause or Part I of Schedule 2 (Conditions precedent
documents);
(ii) a Major Representation is not accurate in all material respects or
will not be accurate in all material respects immediately after the
Offer Loan is made;
(iii) a Major Default is outstanding or will result from the making of the
Offer Loan;
(iv) it is unlawful for the Lender to perform any of its obligations
under the Finance Documents; or
(v) in the case of an Offer Loan to be made to a Borrower other than the
Company, that Borrower is not, or would not be after the borrowing
of that Loan, in compliance with its obligations under Clause 19.12
(Borrower financial condition).
(c) Nothing in this Subclause will affect the rights of any Finance Party in
respect of any outstanding Default upon expiry of the Certain Funds Period
irrespective of whether that Default occurred during the Certain Funds
Period or not.
22
4.4 Clean-up Period
Notwithstanding any term of this Agreement, during the Clean-Up Period
references to the Group or any member of the Group in the following
Subclauses will not include any member of the Target Group:
(a) Clause 17.2(b) (Status);
(b) Clause 19.2 (Authorisations);
(c) Clause 19.3 (Compliance with laws);
(d) Clause 19.5 (Negative pledge);
(e) Clause 19.6 (Transactions similar to security);
(f) Clause 19.7 (Disposals);
(g) Clause 19.11 (Environmental matters);
(h) Clause 19.12 (Insurance); and
(i) Clause 20.5 (Cross-acceleration).
4.5 Compliance
Each Obligor must comply in all material respects with the Financial
Services Act 1986, the Companies Act 1985 and all other laws and
regulations material in the context of the Offer, including the Code and
any relevant laws and regulations in France and U.S.A.
4.6 Information
The Company must promptly supply to the Facility Agent:
(a) copies of all documents, notices or announcements publicly issued by
it in relation to the Offer; and
(b) any other information regarding the Offer, including as to level of
acceptances, as the Facility Agent may reasonably request,
in each case to the extent permitted by law and by the Panel.
4.7 Section 429 Notices
The Company must give Section 429 Notices promptly upon the conditions
contained in the Companies Act 1985 for the giving of those notices being
satisfied.
4.8 Level of acceptances
The Company must not declare the Offer unconditional in any respect unless
it would result in the Company owning beneficially more than fifty per
cent. of the issued voting share capital of the Target.
23
4.9 Offer Indemnity
(a) The Company must indemnify each Finance Party against any loss or liability
which that Finance Party incurs as a consequence of any litigation
proceeding, arising, pending or threatened against that Finance Party in
connection with or arising out of any Finance Document or the Offer
(whether or not made), unless it is caused by the gross negligence or
wilful misconduct of that Finance Party.
(b) Each Finance Party must notify the Company of any claim or potential claim
under this Clause promptly upon becoming aware of it. A Finance Party will
not settle any claim, without prior consultation with the Company and, to
the extent it does not prejudice that Finance Party, taking into account
the Company's interests.
5. CONDITIONS PRECEDENT
5.1 Conditions precedent documents
No Loan may be made until the Facility Agent has notified the Company and
the Lenders that it has received:
(a) all of the documents and evidence set out in Part I of Schedule 2
(Conditions precedent documents); and
(b) in the case of Loans to SISA only, a resolution of the shareholders of
SISA ratifying execution of this Agreement by SISA,
each of which, unless marked to the contrary in that Schedule, must be in
form and substance satisfactory to the Facility Agent (acting reasonably).
The Facility Agent must give this notification as soon as reasonably
practicable.
5.2 Further conditions precedent
The obligations of each Lender to participate in any Loan and the exercise
of the Term-out Option are subject to the further conditions precedent that
on both the date of the Request and the Utilisation Date for that Loan or
on the Term-out Date:
(a) the Repeating Representations are accurate in all material respects;
and
(b) no Default or, in the case of a Rollover Loan, no Event of Default is
outstanding or would result from the Loan.
5.3 Maximum number
Unless the Facility Agent agrees, a Loan may not be made if, as a result,
there would be more than 15 Loans outstanding.
6. UTILISATION
6.1 Giving of Requests
(a) A Borrower may borrow a Loan by giving to the Facility Agent a duly
completed Request.
24
(b) Unless the Facility Agent otherwise agrees, the latest time for receipt by
the Facility Agent of a duly completed Request is 11.00 a.m. one Business
Day before the Rate Fixing Day for the proposed borrowing.
(c) Each Request is irrevocable.
6.2 Completion of Requests
A Request will not be regarded as having been duly completed unless:
(a) it identifies the Borrower;
(b) the Utilisation Date is a Business Day falling within the Availability
Period; and
(c) the proposed currency, amount and Term comply with this Agreement.
Only one Loan may be requested in a Request.
6.3 Amount of Loan
(a) Except as provided below, the amount of the Loan must be a minimum of
US$5,000,000, (Pounds)3,000,000 or (Euro)5,000,000 or its equivalent in
accordance with Clause 7 (Optional Currencies) and an integral multiple of
1,000,000 units of that currency.
(b) The amount of the Loan may also be the balance of the relevant undrawn
Total Commitments or the relevant Borrower Sub-limit or such other amount
as the Facility Agent or the Lenders may agree.
(c) The amount of each Lender's share of the Loan will be its Pro Rata Share on
the proposed Utilisation Date.
6.4 Advance of Loan
(a) The Facility Agent must promptly notify each Lender of the details of the
requested Loan and the amount of its share in that Loan.
(b) No Lender is obliged to participate in a Loan if as a result:
(i) its share in the Loans would exceed its Commitment;
(ii) the Loans would exceed the Total Commitments; or
(iii) the aggregate Loans outstanding to the relevant Borrower would
exceed any Borrower Sub-limit for that Borrower.
(c) If the conditions set out in this Agreement have been met, each Lender must
make its share in the Loan available to the Facility Agent for the relevant
Borrower on the Utilisation Date.
6.5 Term-out Option
(a) The Company may by notice to the Facility Agent at any time before the date
falling 30 days before the Initial Final Maturity Date opt to convert the
Revolving Credit Facility into a term
25
loan facility. The giving of this notice constitutes the exercise of the
Term-out Option by the Company.
(b) With effect from the Term-out Date:
(i) Loans may continue to be borrowed under the Revolving Credit
Facility for the remainder of the Availability Period;
(ii) any Loan borrowed after that date will be a Term Loan;
(iii) the first Term for any such Loan may overrun the Initial Final
Maturity Date;
(iv) any Revolving Credit Loan outstanding on the date of the exercise of
the Term-out Option must be repaid on its Maturity Date but may be
re-borrowed, subject to the terms of this Agreement, as a Term Loan;
and
(v) the unutilised amount of the Total Commitments will be automatically
cancelled at close of business on the Initial Final Maturity Date.
(c) The Company must pay to the Facility Agent for the Lenders on the Term-out
Date a fee equal to 0.05 per cent. flat of the Total Commitments on that
date.
7. OPTIONAL CURRENCIES
7.1 General
In this Clause:
"Agent's Spot Rate of Exchange"
means the Facility Agent's spot rate of exchange for the purchase of the
relevant currency in the London foreign exchange market with US Dollars at
or about 11.00 a.m. on a particular day.
"US Dollar Amount"
of a Loan or part of a Loan means:
(a) if the Loan is denominated in US Dollars, its amount;
(b) if the Loan is a Term Loan denominated in an Optional Currency, its
Original US Dollar Amount; or
(c) in the case of any other Loan, if the Loan is denominated in an
Optional Currency for a Term, its equivalent in US Dollars calculated
on the basis of the Agent's Spot Rate of Exchange one Business Day
before the Rate Fixing Day for that Term.
"Optional Currency"
means any currency (other than US Dollars) in which a Loan may be
denominated under this Agreement.
26
"Original US Dollar Amount"
means, for a Term Loan denominated in an Optional Currency, the equivalent
in US Dollars if it had first been drawn down and had remained denominated
in US Dollars, adjusted to reflect any repayment, prepayment, consolidation
or splitting of that Term Loan.
7.2 Selection
(a) A Borrower must select the currency of a Loan in its Request.
(b) (i) The amount of a Revolving Credit Loan requested must be a minimum
amount of the equivalent of US$5,000,000, (Pounds)3,000,000 or
e5,000,000 and an integral multiple of 1,000,000 units of that
currency.
(ii) The amount of a Term Loan requested must be a minimum Original US
Dollar Amount of US$5,000,000, (Pounds)3,000,000 or e5,000,000 and an
integral multiple of an Original US Dollar Amount of US$1,000,000.
The amount of a Term Loan in an Optional Currency will be calculated
by reference to its Original US Dollar Amount.
(c) Unless the Facility Agent otherwise agrees, the Loans may not be
denominated at any one time in more than 4 currencies.
7.3 Conditions relating to Optional Currencies
A Loan may be denominated in an Optional Currency for a Term if that
Optional Currency is euros, Sterling or is any other currency which is
readily available in the amount required and freely convertible into US
Dollars in the relevant interbank market on the Rate Fixing Day and the
first day of that Term.
7.4 Revocation of currency
(a) Notwithstanding any other term of this Agreement, if before 9.30 a.m. on
any Rate Fixing Day the Facility Agent receives notice from a Lender that:
(i) the Optional Currency requested is not readily available to it in the
relevant interbank market in the amount and for the period required;
or
(ii) participating in a Loan in the proposed Optional Currency might
contravene any law or regulation applicable to it,
the Facility Agent must give notice to the Company to that effect promptly
and in any event before 11.00 a.m. on that day.
(b) In this event:
(i) that Lender must participate in the Loan in US Dollars; and
(ii) the share of that Lender in the Loan and any other similarly affected
Lender(s) will be treated as a separate Loan denominated in US Dollars
during that Term.
(c) Any part of a Loan treated as a separate Loan under this Subclause will not
be taken into account for the purposes of any limit on the number of Loans
or currencies outstanding at any one time.
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(d) A Revolving Credit Loan will still be treated as a Rollover Loan if it is
not denominated in the same currency as the maturing Revolving Credit Loan
by reason only of the operation of this Subclause.
7.5 Optional Currency equivalents
(a) The equivalent in US Dollars of a Loan or part of a Loan in an Optional
Currency for the purposes of calculating:
(i) whether any limit under this Agreement has been exceeded;
(ii) the amount of a Loan;
(iii) the share of a Lender in a Loan;
(iv) the amount of any repayment of a Loan; or
(v) the undrawn amount of a Lender's Commitment,
is its US Dollar Amount.
(b) The rate of exchange to be used for calculating the amount in US Dollars of
any repayment or prepayment of a Term Loan in an Optional Currency is that
last used for determining the amount of the Term Loan in that Optional
Currency.
7.6 Term Loans - change of currency
(a) A Term Loan will remain denominated in the same currency through successive
Terms, unless the currency is changed under paragraph (c) below.
(b) A Borrower may change the currency of a Term Loan denominated in Dollars or
an Optional Currency to Dollars or a different Optional Currency with
effect from the start of a Term by giving notice to the Facility Agent by
9.00 a.m. three Business Days before the first day of that Term. The Term
Loan will remain denominated in that currency until it is changed again
under this Subclause.
(c) If a Term Loan is to be denominated in different currencies during
successive Terms:
(i) a Borrower must repay that Term Loan on the last day of its current
Term in the currency in which it is then denominated (the "old
currency"); and
(ii) the Lenders must, subject to the terms of this Agreement, re-advance
the Term Loan in the currency in which the relevant Borrower
requires the Term Loan to be denominated for the next Term (the "new
currency").
The amount of the Loan in the new currency will be calculated by reference
to its Original US Dollar Amount.
(d) Alternatively, if the Facility Agent and the relevant Borrower agree, the
Facility Agent may apply the amount (or so much of that amount as is
necessary) of the Term Loan in the new currency to purchase an amount of
the old currency sufficient to discharge the obligation of the relevant
Borrower to repay the Term Loan in the old currency.
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(e) The Facility Agent must apply any amount of the old currency purchased
under paragraph (d) above towards repaying the Term Loan in the old
currency. The Facility Agent will promptly notify the relevant Borrower if
there is a shortfall. In this event, the relevant Borrower must pay to the
Facility Agent on the date the Term Loan is due to be repaid in the old
currency an amount in the old currency equal to the shortfall.
(f) If the day on which the old currency is due to be repaid is not also a
Business Day for the new currency:
(i) the Facility Agent must notify the Company and the Lenders promptly;
(ii) the Term Loan will remain in the old currency until the next day
which is a Business Day for both the old and the new currencies; and
(iii) during this period, the Term Loan will have Terms running from one
Business Day to the next Business Day.
(g) The Company must indemnify the Facility Agent against any loss or liability
incurred by the Facility Agent as a result of any foreign exchange contract
entered into for the purpose of this Clause.
7.7 Term Loans - continuing in same Optional Currency
(a) If a Term Loan is to be denominated in the same Optional Currency during
two successive Terms, the Facility Agent must calculate the amount of the
Term Loan in the Optional Currency for the second of those Terms.
(b) The amount of the Term Loan in the Optional Currency for the second Term
will be the amount determined by notionally converting into that Optional
Currency the Original US Dollar Amount of the Term Loan on the basis of the
Agent's Spot Rate of Exchange one Business Day before the Rate Fixing Day
for that Term.
(c) If the amount calculated is less than the existing amount of that Term Loan
in the Optional Currency during the current Term, the relevant Borrower
must pay on the last day of the current Term an amount equal to the
difference.
(d) If the amount calculated is more than the existing amount of that Term Loan
in the Optional Currency during the current Term, each Lender must on the
last day of the current Term pay its Pro Rata Share of the difference.
(e) If the calculation made by the Facility Agent under paragraph (a) above
shows that the amount of the Term Loan in the Optional Currency has
increased or decreased by less than five per cent., no payment is required
under paragraph (c) or (d) above.
7.8 Notification
The Facility Agent must notify the Lenders and the Company of the relevant
US Dollar Amount (and the applicable Agent's Spot Rate of Exchange)
promptly after they are ascertained.
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8. REPAYMENT
8.1 Repayment of Term Loans
Each Borrower must repay the Term Loans made to it in full on the Final
Maturity Date.
8.2 Repayment of Revolving Credit Loans
(a) Each Borrower must repay each Revolving Credit Loan made to it in full on
its Maturity Date.
(b) Subject to the other terms of this Agreement, any amounts repaid under
paragraph (a) above may be re-borrowed.
9. PREPAYMENT AND CANCELLATION
9.1 Mandatory Prepayment - illegality
(a) A Lender must notify the Company through the Facility Agent promptly if it
becomes aware that it is unlawful in any jurisdiction for that Lender to
perform any of its obligations under a Finance Document or to fund or
maintain its share in any Loan.
(b) After notification under paragraph (a) above:
(i) each Borrower must prepay the share of that Lender in each Loan made
to it on the date specified in paragraph (c) below; and
(ii) the Commitments of that Lender will be immediately cancelled.
(c) The date for prepayment of a Lender's share in a Loan will be:
(i) no later than the fifth Business Day following receipt by the Company
of notice from the Lender under paragraph (a) above; or
(ii) if later, the latest date allowed by the relevant law.
9.2 Mandatory prepayment - capital market issues
(a) Each Obligor must apply the net proceeds of any capital market issue of
securities made by it or on its behalf after the date of this Agreement
towards prepayment of the Loans.
(b) Any prepayment under paragraph (a) will be made on the last day(s) of the
then current Terms of the Loans.
(c) The amount of the Total Commitments will be reduced by an amount equal to
the prepayment.
9.3 Mandatory prepayment and cancellation in relation to a single borrower.
If it becomes unlawful for a Borrower to perform its obligations under
Clause 13.2 (Tax gross-up) or under an equivalent provision of any Finance
Document (the "Relevant Obligations"):
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(a) the Company must notify the Facility Agent promptly upon becoming
aware of that event;
(b) the Facility Agent must promptly notify the Lenders;
(c) the relevant Borrower must repay the Loans made to it, together with
all accrued interest on those Loans and all other amounts payable by
that Borrower under the Finance Documents on the earlier of:
(i) the last day of the then current Term of each Loan made to that
Borrower; and
(ii) the last day of any applicable grace period permitted by law;
and
(d) for so long as it remains unlawful for that Borrower to perform the
Relevant Obligations, the relevant Borrower will not be entitled to
borrow any further Loans.
9.4 Voluntary prepayment
(a) Subject to paragraph (b) below, any Obligor may, by giving not less than 5
Business Days' prior notice to the Facility Agent, prepay any Loan at any
time in whole or in part.
(b) A prepayment of part of a Loan must be in a minimum amount of
US$5,000,000, (Pounds)3,000,000 or (Euro)5,000,000 (or its equivalent in
other currencies) and an integral multiple of US$1,000,000,
(Pounds)1,000,000 or (Euro)1,000,000 (or its equivalent in other
currencies).
9.5 Automatic cancellation
The undrawn Commitments of each Lender will be automatically cancelled at
the close of business on the last day of the Availability Period.
9.6 Voluntary cancellation
(a) The Company may, by giving not less than 2 Business Days' prior notice to
the Facility Agent, cancel without penalty the unutilised amount of the
Total Commitments in whole or in part.
(b) Partial cancellation of the Total Commitments must be in a minimum of
US$5,000,000 (or its equivalent in other currencies) and an integral
multiple of US$1,000,000 (or its equivalent in other currencies).
(c) Any cancellation in part will be applied against the relevant Commitment of
each Lender pro rata.
9.7 Involuntary prepayment and cancellation
(a) If an Obligor is, or will be, required to pay to a Lender a Tax Payment or
an Increased Cost, the Company may, while the requirement continues, give
notice to the Facility Agent requesting prepayment and cancellation in
respect of that Lender.
(b) After notification under paragraph (a) above:
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(i) each Borrower must repay or prepay that Lender's share in each Loan
made to it on the date specified in paragraph (c) below; and
(ii) the Commitments of that Lender will be immediately cancelled.
(c) The date for prepayment of a Lender's share in a Loan will be the last day
of the current Term for that Loan or, if earlier, the date specified by the
Company in its notification.
9.8 Partial prepayment of Term Loans
No amount of a Term Loan prepaid under this Agreement may subsequently be
re-borrowed.
9.9 Re-borrowing of Revolving Credit Loans
Any voluntary prepayment of a Revolving Credit Loan may be re-borrowed on
the terms of this Agreement. Any mandatory or involuntary prepayment of a
Revolving Credit Loan may not be re-borrowed.
9.10 Miscellaneous provisions
(a) Any notice of prepayment and/or cancellation under this Agreement is
irrevocable and must specify the relevant date(s) and the affected Loans
and Commitments. The Facility Agent must notify the Lenders promptly of
receipt of any such notice.
(b) All prepayments under this Agreement must be made with accrued interest on
the amount prepaid. No premium or penalty is payable in respect of any
prepayment except for Break Costs.
(c) The Majority Lenders may agree a shorter notice period for a voluntary
prepayment or a voluntary cancellation.
(d) No prepayment or cancellation is allowed except in accordance with the
express terms of this Agreement.
(e) No amount of the Total Commitments cancelled under this Agreement may
subsequently be reinstated.
10. INTEREST
10.1 Calculation of interest
The rate of interest on each Loan for each Term is the percentage rate per
annum equal to the aggregate of the applicable:
(a) Margin;
(b) IBOR; and
(c) Mandatory Cost.
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10.2 Payment of interest
Except where it is provided to the contrary in this Agreement, each
Borrower must pay accrued interest on each Loan made to it on the last day
of each Term and also, if the Term is longer than six months, on the dates
falling at six-monthly intervals after the first day of that Term.
10.3 Interest on overdue amounts
(a) If an Obligor fails to pay any amount payable by it under the Finance
Documents, it must immediately on demand by the Facility Agent pay interest
on the overdue amount from its due date up to the date of actual payment,
both before, on and after judgment.
(b) Interest on an overdue amount is payable at a rate determined by the
Facility Agent to be one per cent. per annum above the rate which would
have been payable if the overdue amount had, during the period of non-
payment, constituted a Loan in the currency of the overdue amount. For
this purpose, the Facility Agent may (acting reasonably):
(i) select successive Terms of any duration of up to three months; and
(ii) determine the appropriate Rate Fixing Day for that Term.
(c) Notwithstanding paragraph (b) above, if the overdue amount is a principal
amount of a Loan and becomes due and payable prior to the last day of its
current Term, then:
(i) the first Term for that overdue amount will be the unexpired portion
of that Term; and
(ii) the rate of interest on the overdue amount for that first Term will
be one per cent. per annum above the rate then payable on that Loan.
After the expiry of the first Term for that overdue amount, the rate on the
overdue amount will be calculated in accordance with paragraph (b) above.
(d) Interest (if unpaid) on an overdue amount will be compounded with that
overdue amount at the end of each of its Terms but will remain immediately
due and payable.
10.4 Notification of rates of interest
The Facility Agent must promptly notify each relevant Party of the
determination of a rate of interest under this Agreement.
10.5 Effective Global Rate (Taux Effectif Global)
(a) For the purposes of Articles L.313-1, L313-2, R313-1 and R313-2 of the Code
de la Consommation, each Party acknowledges that, by virtue of certain
characteristics of this Agreement the taux effectif global cannot be
calculated exactly on the date of this Agreement. However, each Original
Borrower incorporated in France acknowledges that it has received from the
Facility Agent a letter containing an indicative calculation of the taux
effectif global substantially in the form of Schedule 9 based on examples
calculated on assumptions as to the taux de periode and duree de periode
set out in that letter.
(b) Each Party acknowledges that the letter referred to in paragraph (a) forms
part of this Agreement.
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11. TERMS
11.1 Selection - Term Loans
(a) Each Term Loan has successive Terms.
(b) A Borrower must select the first Term for a Term Loan in the Request for
that Loan, and must select each subsequent Term in an irrevocable notice
received by the Facility Agent not later than 11.00 a.m. on the Business
Day before the Rate Fixing Day for that Term. Each Term for a Term Loan
will start on its Utilisation Date or on the expiry of its preceding Term.
(c) If a Borrower fails to select a Term for an outstanding Term Loan under
paragraph (b) above, that Term will, subject to the other provisions of
this Clause, be three months.
(d) Subject to the following provisions of this Clause, each Term for a Term
Loan will be one, two, three or six months or any other period agreed by
the Company and the Lenders.
11.2 Selection - Revolving Credit Loans
(a) Each Revolving Credit Loan has one Term only.
(b) A Borrower must select the Term for a Revolving Credit Loan in the relevant
Request.
(c) Subject to the following provisions of this Clause, each Term for a
Revolving Credit Loan will be one, two, three or six months or any other
period agreed by the Company and the Lenders.
11.3 Syndication
Until the earlier of:
(a) completion of Syndication; and
(b) the date falling 120 days after the date of this Agreement,
each Term must be a period of one month or any other period agreed by the
Facility Agent.
11.4 No overrunning the Final Maturity Date
If a Term would otherwise overrun the Final Maturity Date, it will be
shortened so that it ends on the Final Maturity Date.
11.5 Other adjustments
The Facility Agent and the Company may enter into such other arrangements
as they may agree for the adjustment of Terms and the consolidation and/or
splitting of Loans.
11.6 Notification
The Facility Agent must notify the relevant Borrower and the Lenders of the
duration of each Term promptly after ascertaining its duration.
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12. MARKET DISRUPTION
12.1 Failure of a Reference Bank to supply a rate
If IBOR is to be calculated by reference to the Reference Banks but a
Reference Bank does not supply a rate by 12.00 noon on a Rate Fixing Day,
the applicable IBOR will, subject as provided below, be calculated on the
basis of the rates of the remaining Reference Banks.
12.2 Market disruption
(a) In this Clause, each of the following events is a "market disruption
event":
(i) IBOR is to be calculated by reference to the Reference Banks but no,
or only one, Reference Bank supplies a rate by 12.00 noon on the
Rate Fixing Day; or
(ii) the Facility Agent receives by close of business on the Rate Fixing
Day notification from Lenders whose shares in the relevant Loan
exceed 35 per cent. of that Loan that the cost to them of obtaining
matching deposits in the relevant interbank market is in excess of
IBOR for the relevant Term.
(b) The Facility Agent must promptly notify the Company and the Lenders of a
market disruption event.
(c) After notification under paragraph (b) above, the rate of interest on each
Lender's share in the affected Loan for the relevant Term will be the
aggregate of the applicable:
(i) Margin;
(ii) rate notified to the Facility Agent by that Lender as soon as
practicable to be that which expresses as a percentage rate per
annum the cost to that Lender of funding its share in that Loan from
whatever source it may reasonably select; and
(iii) Mandatory Cost.
12.3 Alternative basis of interest or funding
(a) If a market disruption event occurs and the Facility Agent or the Company
so requires, the Company and the Facility Agent must enter into
negotiations for a period of not more than 30 days with a view to agreeing
an alternative basis for determining the rate of interest and/or funding
for the affected Loan and any future Loan.
(b) Any alternative basis agreed will be, with the prior consent of all the
Lenders, binding on all the Parties.
13. TAXES
13.1 General
In this Clause:
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"French Lender"
means a Lender which, at the date it becomes a Party, is able to fulfil the
conditions imposed by French law for any sum payable by an Obligor which is
resident in France to the Facility Agent for the account of the Facility
Office of that Lender not to be subject to any withholding or deduction for
any Tax.
"French Qualifying Lender"
means a Lender which is:
(a) a French Lender; or
(b) a French Treaty Lender and, prior to the date on which that Lender
became a Party, the Company consented to that Lender becoming a Party.
The Company may withhold its consent to a French Treaty Lender becoming a
Party for any reason.
"French Treaty Lender"
means a Lender which is, on the date a payment of interest becomes due
under this Agreement:
(a) resident (as defined in the appropriate double taxation agreement) in
a country with which France has a double taxation agreement giving
residents of that country exemption from French taxation on interest;
and
(b) does not carry on business in France through a permanent
establishment.
"Qualifying Lender"
means a Lender which is both a French Qualifying Lender and a U.K.
Qualifying Lender.
"Tax Credit"
means a credit against any Tax or any relief or remission for Tax (or
its repayment).
"Treaty Lender"
means a French Treaty Lender or a U.K. Treaty Lender.
"U.K. Lender"
means a Lender which is within the charge to U.K. corporation tax in
respect of, and beneficially entitled to, a payment of interest on a Loan
made by a person that was a bank for the purposes of section 349 of the
Income and Corporation Taxes Act 1988 (as currently defined in section 840A
of the Income and Corporation Taxes Act) at the time the Loan was made.
"UK Qualifying Lender "
means a Lender which is:
36
(a) a U.K. Lender; or
(b) a U.K. Treaty Lender and prior to the date on which that Lender became
a Party, the Company consented to that Lender becoming a Party.
The Company may withhold its consent to a U.K. Treaty Lender becoming
a Party for any reason.
"U.K. Treaty Lender"
means a Lender which is, on the date a payment of interest falls due
under this Agreement:
(a) resident (as defined in the appropriate double taxation agreement) in
a country with which the U.K. has a double taxation agreement giving
residents of that country exemption from U.K. taxation on interest;
and
(b) does not carry on a business in the U.K. through a permanent
establishment with which the payment is effectively connected.
13.2 Tax gross-up
(a) Each Obligor must make all payments to be made by it under the Finance
Documents without any Tax Deduction, unless a Tax Deduction is required by
law.
(b) If:
(i) a Lender is not, or ceases to be, a Qualifying Lender; or
(ii) an Obligor or a Lender is aware that an Obligor must make a Tax
Deduction (or that there is a change in the rate or the basis of a Tax
Deduction),
it must promptly notify the Facility Agent. The Facility Agent must then
promptly notify the affected Parties.
(c) Except as provided below, if a Tax Deduction is required by law to be made
by an Obligor or the Facility Agent, the amount of the payment due from the
Obligor will be increased to an amount which (after making the Tax
Deduction) leaves an amount equal to the payment which would have been due
if no Tax Deduction had been made.
(d) (i) Except as provided below, an Obligor resident for tax purposes in the
U.K. or France is not required to make an increased payment under
paragraph (c) above to a Lender that is not, or has ceased to be, a UK
Qualifying Lender or a French Qualifying Lender, as applicable, in
excess of the amount that the Obligor would have had to pay had the
Lender been, or not ceased to be, a Qualifying Lender or a French
Qualifying Lender, as applicable.
(ii) Sub-paragraph (i) above will not apply if the Lender was a Qualifying
Lender but has ceased to be a Qualifying Lender by reason of any
change after the date it became a Lender under this Agreement in (or
in the interpretation, administration, or application of) any law or
double taxation agreement or any published practice or concession of
any relevant taxing authority.
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(e) An Obligor resident for tax purposes in the U.K. or France is not required
to make an increased payment to a Lender under paragraph (c) above if that
Lender is, respectively, a U.K. Treaty Lender or a French Treaty Lender and
the Obligor making the payment is able to demonstrate that the Tax
Deduction would not have been required if the Lender had complied with its
obligations under paragraph (h) below.
(f) If an Obligor is required to make a Tax Deduction, that Obligor must make
the minimum Tax Deduction and must make any payment required in connection
with that Tax Deduction within the time allowed by law.
(g) Within 30 days of making either a Tax Deduction or a payment required in
connection with a Tax Deduction, the Obligor making that Tax Deduction or
payment must deliver to the Facility Agent for the relevant Finance Party
evidence satisfactory to that Finance Party (acting reasonably) that the
Tax Deduction has been made or (as applicable) the appropriate payment has
been paid to the relevant taxing authority.
(h) Each Treaty Lender must co-operate with each Obligor by using its
reasonable endeavours to complete any procedural formalities necessary for
that Obligor to obtain authorisation to make that payment without a Tax
Deduction.
13.3 Tax indemnity
(a) Except as provided below, the Company must indemnify a Finance Party
against any loss or liability which that Finance Party (in its absolute
discretion) determines will be or has been suffered (directly or
indirectly) by that Finance Party for or on account of Tax in relation to a
payment received or receivable (or any payment deemed to be received or
receivable) under a Finance Document.
(b) Paragraph (a) above does not apply to any Tax:
(i) assessed on a Finance Party under the laws of the jurisdiction in
which:
(A) that Finance Party is incorporated or, if different, the
jurisdiction (or jurisdictions) in which that Finance Party is
treated as resident for tax purposes; or
(B) that Finance Party's Facility Office is located in respect of
amounts received or receivable in that jurisdiction, if that Tax
is imposed on or calculated by reference to the net income
received or receivable by that Finance Party or by such Facility
Office. However, any payment deemed to be received or receivable,
including any amount treated as income but not actually received
by the Finance Party, such as a Tax Deduction, will not be
treated as net income received or receivable for this purpose; or
(ii) compensated for under Clause 13.2 (Tax gross-up), or which would
have been compensated for but for an exception to that Clause.
(c) A Finance Party making, or intending to make, a claim under paragraph (a)
above must promptly notify the Company of the event which will give, or has
given, rise to the claim.
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13.4 Collecting Agent
(a) Unless a Lender notifies the Facility Agent to the contrary, each Lender
confirms to the Facility Agent on the date that it becomes a Lender that it
is beneficially entitled to its share in each Loan and its accrued interest
and is either:
(i) not resident for tax purposes in the U.K.; or
(ii) a bank for the purposes of section 349 of the Income and Corporation
Taxes Act 1988.
Each Lender must promptly notify the Facility Agent if there is any change
in its position from that set out in sub-paragraph (i) or (ii) above.
(b) An Obligor is not required to make a Tax Payment to that Lender as a result
of:
(i) that Lender not giving the confirmation referred to in paragraph (a)
above; or
(ii) the confirmation of that Lender being incorrect at the time it is
given,
unless this is caused by any change after the date of this Agreement in (or
in the interpretation, administration or application of) any law or double
taxation agreement or any published practice or concession of any relevant
taxing authority.
13.5 Tax Credit
If an Obligor makes a Tax Payment and the relevant Finance Party (in its
absolute discretion) determines that:
(a) a Tax Credit is attributable to that Tax Payment; and
(b) it has used that Tax Credit,
the Finance Party must pay an amount to the Obligor which that Finance
Party determines (in its absolute discretion) will leave it (after that
payment) in the same after-tax position as it would have been in if the Tax
Payment had not been made by the Obligor.
13.6 Stamp taxes
The Company must pay and indemnify each Finance Party against any stamp
duty, registration or other similar Tax payable in connection with the
entry into, performance or enforcement of any Finance Document, except for
any such Tax payable in connection with the entry into of a Transfer
Certificate.
13.7 Value added taxes
(a) Any amount (including costs and expenses) payable under a Finance Document
by an Obligor is exclusive of any Tax (including value added tax) which
might be chargeable in connection with that amount. If any such Tax is
chargeable, the Obligor must pay to the Finance Party (in addition to and
at the same time as paying that amount) an amount equal to the amount of
that Tax.
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(b) The obligation of any Obligor under paragraph (a) above will be reduced to
the extent that the Finance Party is entitled to repayment or a credit in
respect of the relevant Tax.
14. INCREASED COSTS
14.1 Increased Costs
Except as provided below in this Clause, the Company must pay to a Finance
Party the amount of any Increased Cost incurred by that Finance Party or
any of its Affiliates as a result of:
(a) the introduction of, or any change in, or any change in the
interpretation or application of, any law or regulation; or
(b) compliance with any law or regulation,
made after the date of this Agreement.
14.2 Exceptions
The Company need not make any payment for an Increased Cost to the extent
that the Increased Cost is:
(a) compensated for under another Clause or would have been but for an
exception to that Clause;
(b) attributable to a law or regulation with which it was required to
comply before the date of this Agreement;
(c) a tax on the overall net income of a Finance Party or any of its
Affiliates or of any permanent establishment;
(d) attributable to a Finance Party or its Affiliate wilfully failing
to comply with any law or regulation; or
(e) attributable to the period (if any) of six months after the
relevant Finance Party is or ought to have been aware of that
Increased Cost but before the date the Company received notice of
that Increased Cost.
14.3 Claims
A Finance Party intending to make a claim for an Increased Cost must notify
the Company promptly and in reasonable detail of the circumstances giving
rise to, and the amount of, the claim.
15. MITIGATION
15.1 Mitigation
(a) Each Finance Party must, in consultation with the Company, take all
reasonable steps to mitigate any circumstances which arise and which result
or would result in:
(i) any Tax Payment or Increased Cost being payable to that Finance
Party; or
40
(ii) that Finance Party being able to exercise any right of prepayment
and/or cancellation under this Agreement by reason of any
illegality,
including transferring its rights and obligations under the Finance
Documents to an Affiliate or changing its Facility Office.
(b) No Finance Party is obliged to take any step under paragraph (a) above
unless it is indemnified by the Company for all costs and expenses
reasonably incurred by it in taking that step.
(c) A Finance Party is not obliged to take any step under this Subclause if, in
the opinion of that Finance Party (acting reasonably), to do so might be
prejudicial to it.
15.2 Conduct of business by a Finance Party
No term of this Agreement will:
(a) interfere with the right of any Finance Party to arrange its
affairs (Tax or otherwise) in whatever manner it thinks fit;
(b) oblige any Finance Party to investigate or claim any credit,
relief, remission or repayment available to it in respect of Tax
or the extent, order and manner of any claim; or
(c) oblige any Finance Party to disclose any information relating to
its affairs (Tax or otherwise) or any computation in respect of
Tax.
16. PAYMENTS
16.1 Place
Unless a Finance Document specifies that payments under it are to be made
in another manner, all payments by a Party (other than the Facility Agent)
under the Finance Documents must be made to the Facility Agent to its
account at such office or bank:
(a) in the principal financial centre of the country of the relevant
currency; or
(b) in the case of euro, in the principal financial centre of a
Participating Member State or London,
as it may notify to that Party for this purpose by not less than five
Business Days' prior notice.
16.2 Funds
Payments under the Finance Documents to the Facility Agent must be made for
value on the due date at such times and in such funds as the Facility Agent
may specify to the Party concerned as being customary at the time for the
settlement of transactions in the relevant currency in the place for
payment.
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16.3 Distribution
(a) Each payment received by the Facility Agent under the Finance Documents for
another Party must, except as provided below, be made available by the
Facility Agent to that Party by payment (as soon as practicable after
receipt) to its account with such office or bank:
(i) in the principal financial centre of the country of the relevant
currency; or
(ii) in the case of euro, in the principal financial centre of a
Participating Member State or London,
as it may notify to the Facility Agent for this purpose by not less than
five Business Days' prior notice.
(b) The Facility Agent may apply any amount received by it for an Obligor in or
towards payment (as soon as practicable after receipt) of any amount due
from that Obligor under the Finance Documents or in or towards the purchase
of any amount of any currency to be so applied.
(c) Where a sum is paid to the Facility Agent under this Agreement for another
Party, the Facility Agent is not obliged to pay that sum to that Party
until it has established that it has actually received it. However, the
Facility Agent may assume that the sum has been paid to it, and, in
reliance on that assumption, make available to that Party a corresponding
amount. If it transpires that the sum has not been received by the
Facility Agent, that Party must immediately on demand by the Facility Agent
refund any corresponding amount made available to it together with interest
on that amount from the date of payment to the date of receipt by the
Facility Agent at a rate calculated by the Facility Agent to reflect its
cost of funds.
16.4 Payments to and from SISA
(a) All payments in euros from the Facility Agent to SISA will be
made available by the Facility Agent to SISA by payment to the
account of SISA in London notified to the Facility Agent by not
less than 5 Business Days' notice; and
(b) all payments in euros from SISA to the Facility Agent must be
made by SISA from an account of SISA in London to the account of
the Facility Agent notified to SISA by the Facility Agent in
accordance with Clause 16.1 (Place).
16.5 Currency
(a) Unless a Finance Document specifies that payments under it are to be made
in a different manner, the currency of each amount payable under the
Finance Documents is determined under this Clause.
(b) Interest is payable in the currency in which the relevant amount in respect
of which it is payable is denominated.
(c) A repayment or prepayment of any principal amount is payable in the
currency in which that principal amount is denominated on its due date.
(d) Amounts payable in respect of costs and expenses are payable in the
currency in which they are incurred.
42
(e) Each other amount payable under the Finance Documents is payable in US
Dollars.
16.6 No set-off or counterclaim
All payments made by an Obligor under the Finance Documents must be made
without set-off or counterclaim.
16.7 Business Days
(a) If a payment under the Finance Documents is due on a day which is not a
Business Day, the due date for that payment will instead be the next
Business Day in the same calendar month (if there is one) or the preceding
Business Day (if there is not) or whatever day the Facility Agent
determines is market practice.
(b) During any extension of the due date for payment of any principal under
this Agreement interest is payable on that principal at the rate payable on
the original due date.
16.8 Partial payments
(a) If the Facility Agent receives a payment insufficient to discharge all the
amounts then due and payable by the Obligors under the Finance Documents,
the Facility Agent must apply that payment towards the obligations of the
Obligors under the Finance Documents in the following order:
(i) first, in or towards payment pro rata of any unpaid fees, costs
and expenses of the Facility Agent under the Finance Documents;
(ii) secondly, in or towards payment pro rata of any accrued interest
or fee due but unpaid under this Agreement;
(iii) thirdly, in or towards payment pro rata of any principal amount
due but unpaid under this Agreement; and
(iv) fourthly, in or towards payment pro rata of any other sum due but
unpaid under the Finance Documents.
(b) The Facility Agent must, if so directed by all the Lenders, vary the order
set out in sub-paragraphs (a)(ii) to (iv) above.
(c) This Subclause will override any appropriation made by an Obligor.
16.9 Timing of payments
If a Finance Document does not provide for when a particular payment is
due, that payment will be due within five Business Days of demand by the
relevant Finance Party.
17. REPRESENTATIONS
17.1 Representations
The representations set out in this Clause are made by each Obligor or (if
it so states) the Company to each Finance Party.
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17.2 Status
(a) It is a limited liability company or, in the case of Schlumberger
Investments until it notifies the Facility Agent otherwise, an unlimited
liability company, duly incorporated and validly existing under the laws of
its jurisdiction of incorporation.
(b) It and each of its Material Subsidiaries has the power to own its assets
and carry on its business as it is being conducted.
17.3 Powers and authority
It has the power to enter into and perform, and has taken all necessary
action to authorise the entry into and performance of, the Finance
Documents to which it is or will be a party and the transactions
contemplated by those Finance Documents.
17.4 Legal validity
Subject to any general principles of law limiting its obligations and
referred to in any legal opinion required under this Agreement, each
Finance Document to which it is a party is its legally binding, valid and
enforceable obligation.
17.5 Non-conflict
The entry into and performance by it of, and the transactions contemplated
by, the Finance Documents do not conflict with:
(a) any law or regulation applicable to it;
(b) its constitutional documents; or
(c) any document which is binding upon it or any of its Material
Subsidiaries or any of its or its Material Subsidiaries' assets
and, in the case of a Material Subsidiary, in a manner which is
reasonably likely to have a Material Adverse Effect or result in
liability for any Lender.
17.6 No default
(a) No Default is outstanding or will result from the execution of, or the
performance of any transaction contemplated by, any Finance Document; and
(b) no other event is outstanding which constitutes a default under any
document which is binding on it or any of its Material Subsidiaries to an
extent or in a manner which is reasonably likely to have a Material Adverse
Effect.
17.7 Authorisations
All authorisations required by it in connection with the entry into,
performance, validity and enforceability of, and the transactions
contemplated by, the Finance Documents have been (or, in the case of the
Offer, will be) obtained or effected (as appropriate) and are in full force
and effect.
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17.8 Financial statements
Its audited financial statements most recently delivered to the Facility
Agent (which, in the case of the Company at the date of this Agreement,
are the Original Financial Statements):
(a) have been prepared in accordance with accounting principles and
practices generally accepted in its jurisdiction of
incorporation, consistently applied; and
(b) fairly represent its financial condition (consolidated, if
applicable) as at the date to which they were drawn up,
except, in each case, as disclosed to the contrary in those financial
statements.
17.9 No material adverse change
(a) In the case of the Company as at the date of this Agreement, there has
been no material adverse change in its financial condition since 31
December, 2000; and
(b) in the case of SISA and Schlumberger Public Limited Company as at the
date of this Agreement, there has been no material adverse change in its
financial condition since 31 December 1999 which has had, or is
reasonably likely to have, a Material Adverse Effect.
17.10 Litigation
As at the date of this Agreement, no litigation, arbitration or
administrative proceedings are current or, to its knowledge, pending or
threatened, which, if adversely determined, are reasonably likely to have
a Material Adverse Effect.
17.11 ERISA
Each member of the ERISA Group:
(a) has fulfilled its obligations under the minimum funding standards
of ERISA and the Internal Revenue Code with respect to each
Plan; and
(b) is in compliance with the presently applicable provisions of
ERISA and the Internal Revenue Code with respect to each Plan,
except to an extent which is not reasonably likely to have a Material
Adverse Effect.
17.12 Environmental Compliance
As at the date of this Agreement:
(a) it and each of its Material Subsidiaries:
(i) has obtained all requisite Environmental Licences
required for the carrying on of its business as currently
conducted;
(ii) has at all times complied with the terms and conditions
of such Environmental Licences; and
(iii) has at all times complied with all other applicable
Environmental Law,
45
the failure to obtain or comply with which, in each case, is
reasonably likely to have a Material Adverse Effect;
(b) there is no Environmental Claim pending or, to its knowledge,
threatened against it or any of its Material Subsidiaries
which, if adversely determined, is reasonably likely to have a
Material Adverse Effect; and
(c) so far as it is aware, no Dangerous Substance has been used,
disposed of, generated, stored, transported, dumped, released,
deposited, buried or emitted at, on, from or under any premises
(whether or not owned, leased, occupied or controlled by it or
any of its Material Subsidiaries and including any off-site
waste management or disposal location utilised by it or any of
its Material Subsidiaries) in such manner or circumstances as
are reasonably likely to have a Material Adverse Effect.
17.13 Schlumberger Investments
In the case of the Company and Schlumberger Investments only, as at the
date of this Agreement:
(a) except as may arise under the Finance Documents and in
connection with the Offer, Schlumberger Investments has not
traded and does not have any material liabilities or
commitments (actual or contingent, present or future); and
(b) as at the date of the posting of the Offer, the Company is the
direct or indirect owner of all the shares in Schlumberger
Investments.
17.14 Margin Stock
No part of any Loan has been or will be used, directly or indirectly, to
purchase or carry (within the meaning of Regulation U) any ADRs or any
other United States Securities (as defined in Regulation X) or to extend
credit to others for the purpose of purchasing or carrying ADRs or any
United States Securities (as defined in Regulation X).
17.15 Times for making representations
(a) Unless a representation is expressed to be given at a later date, the
representations set out in this Clause are made by each Original Obligor
on the date of this Agreement.
(b) Unless a representation is expressed to be given at a specific date, each
representation is deemed to be repeated by:
(i) each Additional Borrower and the Company on the date that
Additional Borrower becomes an Obligor; and
(ii) each Obligor on the date of each Request and the first day of
each Term.
(c) When the representation in Clause 17.6(a) (No default) is repeated on a
Request for a Rollover Loan or a Term Loan and the first day of each Term
for that Rollover Loan or Term Loan, the reference to Default will be
construed as a reference to an Event of Default only.
(d) When a representation is repeated, it is applied to the circumstances
existing at the time of repetition.
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18. INFORMATION COVENANTS
18.1 Financial statements
(a) The Company must supply to the Facility Agent in sufficient copies for all
the Lenders:
(i) its audited consolidated financial statements for each of its
financial years; and
(ii) the audited financial statements of each Obligor for each of its
financial years; and
(iii) its interim financial statements for each of its financial
quarters; and
(iv) together with the financial statements to be provided under sub-
paragraph (iii) above, a certificate signed by an authorised
signatory of the Company, setting out details of the Financial
Indebtedness, Shareholders' Funds and Subordinated Debt of each
Borrower (other than the Company) as at the date to which those
financial statements were made up.
(b) All financial statements must be supplied as soon as they are available
and:
(i) in the case of the Company's audited consolidated financial
statements, within 90 days;
(ii) in the case of each Obligor's audited financial statements,
within 240 days; and
(iii) in the case of the Company's interim financial statements, within 60
days,
of the end of the relevant financial period.
18.2 Compliance Certificate
(a) A "Compliance Certificate" is a certificate substantially in the form of
Schedule 6 (Form of Compliance Certificate).
(b) The Company must supply to the Facility Agent a Compliance Certificate with
each set of its financial statements sent to the Facility Agent under
Clause 18.1(a)(i) (Financial statements) of this Agreement.
(c) A Compliance Certificate must be signed by an authorised signatory of the
Company.
18.3 Form of financial statements
(a) The Company must ensure that each set of financial statements supplied
under this Agreement gives (if audited) a true and fair view of, or (if
unaudited) fairly represents, the financial condition (consolidated or
otherwise) of the relevant person as at the date to which those financial
statements were drawn up.
(b) The Company must notify the Facility Agent of any change to the basis on
which its audited consolidated financial statements are prepared and which
are not disclosed in the notes to those financial statements.
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18.4 Information - miscellaneous
The Company must supply to the Facility Agent:
(a) copies of all documents despatched by the Company to its
shareholders (or any class of them) or an Obligor to its
creditors (or any class of them) generally at the same time as
they are despatched;
(b) promptly upon becoming aware of them, details of any litigation,
arbitration or administrative proceedings which are current,
threatened or pending and which might, if adversely determined,
have a Material Adverse Effect;
(c) promptly on request, a list of the then current Material
Subsidiaries; and
(d) promptly on request, such further information regarding the
financial condition and operations of the Group as any Finance
Party through the Facility Agent may reasonably request.
18.5 Notification of Default
(a) Unless the Facility Agent has already been so notified by another Obligor,
each Obligor must notify the Facility Agent of any Default (and the steps,
if any, being taken to remedy it) promptly upon becoming aware of its
occurrence.
(b) Promptly on request by the Facility Agent, the Company must supply to the
Facility Agent a certificate, signed by two of its authorised signatories
on its behalf, certifying that no Default is outstanding or, if a Default
is outstanding, specifying the Default and the steps, if any, being taken
to remedy it.
19. GENERAL COVENANTS
19.1 General
Each Obligor agrees to be bound by the covenants set out in this Clause
relating to it and, where the covenant is expressed to apply to any other
member of the Group, each Obligor must ensure that each of its Subsidiaries
to which the covenant applies performs that covenant.
19.2 Authorisations
Each Obligor must promptly obtain, maintain and comply with the terms of
any authorisation required under any law or regulation to enable it to
perform its obligations under, or for the validity or enforceability of,
any Finance Document.
19.3 Compliance with laws
Each member of the Group must comply in all respects with all laws to which
it is subject where failure to do so is reasonably likely to have a
Material Adverse Effect.
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19.4 Pari passu ranking
Each Obligor must ensure that its payment obligations under the Finance
Documents rank at least pari passu with all its other present and future
unsecured payment obligations, except for obligations mandatorily preferred
by law applying to companies generally.
19.5 Negative pledge
(a) No Obligor nor any of the Material Subsidiaries may create or permit to
subsist any Security Interest on any of its assets.
(b) Paragraph (a) does not apply to:
(i) any lien arising by operation of law in the ordinary course of
business and securing amounts not more than 30 days overdue;
(ii) any Security Interest over the assets of any company which
becomes a Material Subsidiary of an Obligor after the date of
this Agreement, provided that:
(A) the Security Interest is in existence prior to the date
that it becomes a Material Subsidiary and is created
otherwise than in contemplation of becoming a Material
Subsidiary;
(B) the principal amount secured thereby immediately prior to
it becoming a Material Subsidiary of the relevant Borrower
is not thereafter increased or its maturity extended; and
(C) the relevant Obligor uses all reasonable endeavours to
discharge or procure the discharge of that Security
Interest as soon as reasonably practicable after the
company is acquired;
(iii) any Security Interest over any assets (or documents of title
thereto) which are acquired by an Obligor or any Material
Subsidiary of an Obligor subject to that Security Interest,
provided that:
(A) the Security Interest is in existence prior to the date of
the acquisition and is created otherwise than in
contemplation of the acquisition;
(B) the principal amount secured thereby immediately prior to
that asset being acquired does not exceed either its then
resale value or its original cost, and is not thereafter
increased or its maturity extended; and
(C) the relevant Obligor uses all reasonable endeavours to
discharge or procure the discharge of that Security
Interest as soon as reasonably practicable after the
acquisition;
(iv) any Security Interest created to secure any excise or import
taxes or duties owed to, or industrial grants made by, any state
or state agency or authority;
(v) Security Interests arising out of rights of consolidation,
combination, netting or set-off over any current and/or deposit
accounts with a bank or financial institution, where it is
necessary to agree to those rights in connection with a treasury
49
management arrangement operated by an Obligor and/or its
Material Subsidiaries in the ordinary course of its business
or risk management;
(vi) any Security Interest resulting from retention of title or
conditional sale arrangements which are contained in the
normal terms of supply of a supplier of goods to an Obligor or
its Material Subsidiary, where the goods are acquired by such
Obligor or Material Subsidiary in the ordinary course of
business and the arrangements do not constitute Financial
Indebtedness;
(vii) any Security Interest arising in the ordinary course of
business of an Obligor or its Material Subsidiary in relation
to that Obligor's or Material Subsidiary's participation in or
trading on or through a clearing system or investment,
commodity or stock exchange, where, in each case, the Security
Interest arises under the rules or normal procedures or
legislation governing the clearing system or exchange and
neither with the intention of creating security nor in
connection with the borrowing or raising of money;
(viii) any Security Interest arising out of or in connection with
pre-judgment legal process or a judicial award relating to
security for costs;
(ix) any Security Interest created by a Material Subsidiary in
favour of an Obligor; or
(x) any other Security Interests provided that the aggregate
amount secured by those Security Interests does not exceed
US$20,000,000 (or its equivalent in any other currency) at any
time.
19.6 Transactions similar to security
No Obligor nor any of its Material Subsidiaries will:
(a) sell, transfer or otherwise dispose of any of its assets on
terms whereby it is or may be leased to or re-acquired or
acquired by an Obligor or a Material Subsidiary; or
(b) sell, transfer or otherwise dispose of any of its receivables
on recourse terms, except for the discounting of bills or
notes in the ordinary course of trading,
in circumstances where the transaction is entered into primarily as a
method of raising finance or of financing the acquisition of an asset.
19.7 Disposals
(a) No Obligor nor any its Material Subsidiaries will, either in a single
transaction or in a series of transactions, whether related or not,
and whether voluntarily or involuntarily, sell, transfer, grant or
lease or otherwise dispose of all or any part of its assets if that
disposal has, or is reasonably likely to have, a Material Adverse
Effect.
(b) Nothing in paragraph (a) prohibits a Permitted Transaction.
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19.8 Change of business
The Company must ensure that no substantial change is made to the
general nature of the business of the Company or the Group (taking
into account for this purpose the Target Group) from that carried on
at the date of this Agreement if that change is reasonably likely to
have a Material Adverse Effect.
19.9 Mergers
No Obligor may enter into any amalgamation, demerger, merger or
reconstruction if that transaction is reasonably likely to have a
Material Adverse Effect.
19.10 Environmental matters
(a) Each Obligor and each Material Subsidiary must ensure that it is, and
has been, in compliance with all Environmental Law and Environmental
Licences applicable to it, where failure to do so is reasonably likely
to have a Material Adverse Effect.
(b) Each Obligor must promptly upon becoming aware notify the Facility
Agent of any Environmental Claim current, or to its knowledge, pending
which, if substantiated, is reasonably likely either to have a
Material Adverse Effect or result in any liability for a Finance
Party.
19.11 Insurance
Each Obligor and each Material Subsidiary must insure its business and
assets with insurance companies to such an extent and against such
risks as companies engaged in a similar business normally insure.
19.12 Borrower financial condition
(a) (i) Each Borrower (other than the Company) must ensure that the
aggregate amount of its Shareholders' Funds and Subordinated
Debt at any time is equal to or greater than the aggregate
principal amount outstanding of its Financial Indebtedness
at that time.
(ii) For this purpose, Financial Indebtedness excludes
Subordinated Debt and trade debt and includes intra-Group
Financial Indebtedness which is not Subordinated Debt and
any Loans borrowed by the relevant Borrower.
(b) In order for Subordinated Debt to be included for the purposes of
calculating a Borrower's Subordinated Debt under paragraph (a)(i)
above the relevant Borrower must supply to the Facility Agent, in
form and substance satisfactory to it (acting reasonably):
(i) a duly executed Subordination Agreement in respect of that
Subordinated Debt;
(ii) in the case of a Subordination Agreement to which a company
incorporated in any of the U.K., France, the Netherlands
Antilles or Bermuda is a party:
(A) if not already covered by the corresponding documents
referred to in Part I of Schedule 2, a certified copy
of a resolution of the board of
51
directors of that company approving the terms, and
authorising the execution of, that Subordination
Agreement;
(B) if different from the corresponding documents referred
to in Part I of Schedule 2, a certified copy of the
constitutional documents and certificate of
incorporation of that company;
(C) a legal opinion of Allen & Overy, London addressed to
the Finance Parties; and
(D) other than in the case of the U.K., a legal opinion
from legal advisers in that jurisdiction, acceptable to
the Facility Agent (acting reasonably), addressed to
the Finance Parties; and
(iii) in the case of a Subordination Agreement to which a company
incorporated in a jurisdiction other than the UK, the
Netherlands Antilles, France or Bermuda is a party, any
authorisation or document, opinion or assurance which the
Facility Agent (acting reasonably) has notified the relevant
Borrower is necessary in connection with the entry into and
performance of, and the transactions contemplated by, the
Subordination Agreement or the validity or enforceability of
the Subordination Agreement.
(c) Each relevant Borrower must conduct its affairs in a manner which
will enable it to meet all its obligations under the Finance
Documents as and when they fall due.
20. DEFAULT
20.1 Events of Default
(a) Each of the events set out in this Clause is an Event of Default.
(b) In this Clause, "Material group member" means an Obligor or a
Material Subsidiary.
20.2 Non-payment
An Obligor does not pay on the due date any amount payable by it under
the Finance Documents in the manner required under the Finance
Documents, unless the non-payment:
(a) is caused by technical or administrative error; and
(b) is remedied within three Business Days of the due date.
20.3 Breach of other obligations
(a) An Obligor does not comply with any term of Clause 19.7 (Disposals) or
Clause 19.9 (Mergers); or
(b) an Obligor does not comply with any other term of the Finance
Documents not already referred to in this Clause, unless the non-
compliance:
(i) is capable of remedy; and
52
(ii) is remedied within 21 days of the earlier of the Facility Agent
giving notice and the Obligor becoming aware of the non-
compliance.
20.4 Misrepresentation
A representation made or repeated by an Obligor in any Finance
Document or in any document delivered by or on behalf of any Obligor
under any Finance Document is incorrect in any material respect when
made or deemed to be repeated.
20.5 Cross-acceleration
(a) Any of the following occurs in respect of a Material Group Member:
(i) any of its Financial Indebtedness is not paid when due (after the
expiry of any originally applicable grace period);
(ii) any of its Financial Indebtedness:
(A) becomes prematurely due and payable; or
(B) is placed on demand,
in each case, as a result of an event of default (howsoever described)
unless the aggregate amount of Financial Indebtedness falling within
paragraphs (i) and (ii) above is less than:
(I) in the case of the Company and each directly owned Material
Subsidiary of the Company other than another Obligor,
US$50,000,000; and
(II) in the case of any other Obligor or any Material Subsidiary
of any other Obligor, US$10,000,000,
or its equivalent in any other currency.
(b) For the purposes of paragraph (a) above, "Financial Indebtedness" also
includes the following:
(i) any derivative transaction protecting against or benefiting from
fluctuations in any rate or price; and
(ii) any counter-indemnity obligation in respect of any guarantee,
indemnity, bond, letter of credit or any other instrument issued
by a bank or financial institution.
20.6 Insolvency
Any of the following occurs in respect of a Material Group Member:
(a) it is, or is deemed by a court of competent jurisdiction to be,
unable to pay its debts as they fall due or insolvent;
(b) it ad mits its inability to pay its debts as they fall due;
(c) it suspends making payments on any of its debts or announces an
intention to do so;
53
(d) by reason of actual or anticipated financial difficulties, it begins
negotiations with any creditor for the rescheduling of any of its
indebtedness; or
(e) a moratorium is declared in respect of any of its indebtedness.
20.7 Insolvency proceedings
(a) Except as provided below, any of the following occurs in respect of a
Material Group Member:
(i) any step is taken by it with a view to a composition, assignment or
similar arrangement with any of its creditors;
(ii) a meeting of it is convened for the purpose of considering any
resolution for (or to petition for) its winding-up, administration
or dissolution or any such resolution is passed;
(iii) any person presents a petition for its winding-up, administration or
dissolution;
(iv) an order for its winding-up, administration or dissolution is made;
(v) any liquidator, trustee in bankruptcy, judicial custodian,
compulsory manager, receiver, administrative receiver, administrator
or similar officer is appointed in respect of:
(A) it; or
(B) any of its assets (if those assets have an aggregate value of
US$10,000,000, or its equivalent in any other currency or
more);
(vi) its directors or other officers request the appointment of a
liquidator, trustee in bankruptcy, judicial custodian, compulsory
manager, receiver, administrative receiver, administrator or similar
officer;
(vii) in the case of a Material Group Member incorporated in France, a
mandataire ad hoc or a conciliateur is appointed and that
appointment is, in the reasonable opinion of the Majority Lenders,
likely to have a Material Adverse Effect; or
(viii) any other analogous step or procedure is taken in any jurisdiction.
(b) Paragraph (a) does not apply to:
(i) any step or procedure which is part of a Permitted Transaction; or
(ii) a petition for winding-up presented by a creditor which is being
contested in good faith and with due diligence and is discharged or
struck out within 21 days.
20.8 Creditors' process
Any attachment, sequestration, distress, execution or analogous event
affects asset(s) (with an aggregate value of US$10,000,000 (or its
equivalent in any other currency) or more) of a Material Group Member, and
is not discharged within 21 days.
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20.9 Cessation of business
A Material Group Member ceases, or announces an intention to cease, to
carry on all, or substantially all, of its business, except:
(a) as part of a Permitted Transaction; or
(b) as a result of any disposal allowed under this Agreement.
20.10 Effectiveness of Finance Documents
(a) It is or becomes unlawful for any Obligor to perform any of its material
obligations under the Finance Documents.
(b) Any Finance Document is not effective or is alleged by an Obligor to be
ineffective for any reason.
(c) An Obligor repudiates a Finance Document or evidences an intention to
repudiate a Finance Document.
20.11 Ownership of the Obligors
(a) An Obligor (other than the Company) is not or ceases to be a wholly-owned
Subsidiary of the Company.
(b) Any person, or group of persons acting in concert, directly or indirectly
acquires, or becomes entitled to, or to any beneficial entitlement in, 40
per cent. or more of the outstanding voting stock of the Company.
20.12 Expropriation
Assets of any Material Group Member are expropriated to an extent which is
reasonably likely to have a Material Adverse Effect.
20.13 Final judgment
(a) One or more final judgments for the payment of money in excess of
US$50,000,000 (or its equivalent in any other currency) in aggregate is
rendered against any Obligor or any Material Subsidiary; and
(b) the relevant company fails to discharge that judgment or provide for its
discharge in accordance with its terms, or procure a stay of execution of
that judgment, within 60 days after the date of entry of that judgment;
however, any such judgment or order will not be (and will not constitute
part of) an Event of Default if and for so long as:
(i) the amount of the judgment or order is covered by a valid and binding
policy of insurance between the defendant and the insurer covering
payment thereof; and
(ii) the relevant insurer has been notified of, and has not disputed the
claim made for payment of, the amount of that judgment or order.
20.14 ERISA
(a) Any member of the ERISA Group fails to pay within 60 days of the date
when due an amount or amounts aggregating in excess of US$50,000,000
which it has become liable to pay under Title IV of ERISA; or
(b) notice of intent to terminate a Plan or Plans having aggregate
Unfunded Liabilities in excess of US$50,000,000 (collectively, a
"Material Plan") is filed under Title IV of ERISA (other than in a
standard termination under Section 4041(b) of ERISA) by any member of
the ERISA Group, any plan administrator or any combination of the
foregoing; or
(c) the PBGC institute proceedings under Title IV of ERISA to terminate,
to impose liability (other than for the premiums under Section 4007 of
ERISA) in respect of or to cause the trustee to be appointed to
administer any Material Plan; or
(d) a condition exists by reason of which the PBGC is entitled under
Section 4042(a)(1) or (2) or ERISA to obtain a decree adjudicating
that any Material Plan must be terminated; or
(e) there occurs with respect to one or more Multiemployer Plans:
(i) a complete or partial withdrawal; or
(ii) a default within the meaning of Section 4219(c)(5) of ERISA,
which in the case of the event described in sub-paragraph (i) or
(ii),
that is reasonably expected to cause one or more members of the ERISA
Group to incur a current payment obligation in excess of
US$50,000,000.
20.15 Material adverse change
Any event or series of events occurs which, in the reasonable opinion
of the Majority Lenders, is reasonably likely to have a Material
Adverse Effect.
20.16 Acceleration
If an Event of Default is outstanding, the Facility Agent may, by
notice to the Company:
(a) cancel the Total Commitments; and/or
(b) declare that all or part of any amounts outstanding under the
Finance Documents are:
(i) immediately due and payable; and/or
(ii) payable on demand by the Facility Agent acting on the
instructions of the Majority Lenders.
Any notice given under this Subclause will take effect in accordance
with its terms.
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21. THE ADMINISTRATIVE PARTIES
21.1 Appointment and duties of the Facility Agent
(a) Each Finance Party (other than the Facility Agent) irrevocably appoints the
Facility Agent to act as its agent under the Finance Documents.
(b) Each Finance Party irrevocably authorises the Facility Agent to:
(i) perform the duties and to exercise the rights, powers and discretions
that are specifically given to it under the Finance Documents,
together with any other incidental rights, powers and discretions; and
(ii) execute each Finance Document expressed to be executed by the Facility
Agent.
(c) The Facility Agent has only those duties which are expressly specified in
the Finance Documents. Those duties are solely of a mechanical and
administrative nature.
21.2 Role of the Arrangers
Except as specifically provided in the Finance Documents, no Arranger has
any obligations of any kind to any other Party in connection with any
Finance Document.
21.3 No fiduciary duties
Except as specifically provided in a Finance Document, nothing in the
Finance Documents makes an Administrative Party a trustee or fiduciary for
any other Party or any other person. No Administrative Party need hold in
trust any moneys paid to it for a Party or be liable to account for
interest on those moneys.
21.4 Individual position of an Administrative Party
(a) If it is also a Lender, each Administrative Party has the same rights and
powers under the Finance Documents as any other Lender and may exercise
those rights and powers as though it were not an Administrative Party.
(b) Each Administrative Party may:
(i) carry on any business with any Obligor or its related entities
(including acting as an agent or a trustee for any other financing);
and
(ii) retain any profits or remuneration it receives under the Finance
Documents or in relation to any other business it carries on with any
Obligor or its related entities.
21.5 Reliance
The Facility Agent may:
(a) rely on any notice or document believed by it to be genuine and
correct and to have been signed by, or with the authority of, the
proper person;
(b) rely on any statement made by any person regarding any matters which
may reasonably be assumed to be within his knowledge or within his
power to verify;
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(c) engage, pay for and rely on professional advisers selected by it
(including those representing a Party other than the Facility Agent);
and
(d) act under the Finance Documents through its personnel and agents.
21.6 Majority Lenders' instructions
(a) The Facility Agent is fully protected if it acts on the instructions of the
Majority Lenders in the exercise of any right, power or discretion or any
matter not expressly provided for in the Finance Documents. Any such
instructions given by the Majority Lenders will be binding on all the
Lenders. In the absence of instructions, the Facility Agent may act as it
considers to be in the best interests of all the Lenders.
(b) The Facility Agent is not authorised to act on behalf of a Lender (without
first obtaining that Lender's consent) in any legal or arbitration
proceedings in connection with any Finance Document.
(c) The Facility Agent may require the receipt of security satisfactory to it,
whether by way of payment in advance or otherwise, against any liability or
loss which it may incur in complying with the instructions of the Majority
Lenders.
21.7 Responsibility
(a) No Administrative Party is responsible to any other Finance Party for the
adequacy, accuracy or completeness of:
(i) any Finance Document or any other document; or
(ii) any statement or information (whether written or oral) made in or
supplied in connection with any Finance Document.
(b) Without affecting the responsibility of any Obligor for information
supplied by it or on its behalf in connection with any Finance Document,
each Lender confirms that it:
(i) has made, and will continue to make, its own independent appraisal of
all risks arising under or in connection with the Finance Documents
(including the financial condition and affairs of each Obligor and its
related entities and the nature and extent of any recourse against any
Party or its assets); and
(ii) has not relied exclusively on any information provided to it by any
Administrative Party in connection with any Finance Document.
21.8 Exclusion of liability
(a) The Facility Agent is not liable to any other Finance Party for any action
taken or not taken by it in connection with any Finance Document, unless
directly caused by its gross negligence or wilful misconduct.
(b) No Party may take any proceedings against any officer, employee or agent of
the Facility Agent in respect of any claim it might have against the
Facility Agent or in respect of any act or omission of any kind by that
officer, employee or agent in connection with any Finance Document. Any
officer, employee or agent of the Facility Agent may rely on this Subclause
and enforce its terms under the Contracts (Rights of Third Parties) Act
1999.
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21.9 Default
(a) The Facility Agent is not obliged to monitor or enquire whether a
Default has occurred. The Facility Agent is not deemed to have
knowledge of the occurrence of a Default.
(b) If the Facility Agent:
(i) receives notice from a Party referring to this Agreement,
describing a Default and stating that the event is a Default; or
(ii) is aware of the non-payment of any principal or interest or any
fee payable to a Lender under this Agreement,
it must promptly notify the Lenders.
21.10 Information
(a) The Facility Agent must promptly forward to the person concerned the
original or a copy of any document which is delivered to the Facility
Agent by a Party for that person.
(b) Except where a Finance Document specifically provides otherwise, the
Facility Agent is not obliged to review or check the adequacy,
accuracy or completeness of any document it forwards to another Party.
(c) Except as provided above, the Facility Agent has no duty:
(i) either initially or on a continuing basis to provide any Lender
with any credit or other information concerning the risks arising
under or in connection with the Finance Documents (including any
information relating to the financial condition or affairs of any
Obligor or its related entities or the nature or extent of
recourse against any Party or its assets) whether coming into its
possession before, on or after the date of this Agreement; or
(ii) unless specifically requested to do so by a Lender in accordance
with a Finance Document, to request any certificate or other
document from any Obligor.
(d) In acting as the Facility Agent, the agency division of the Facility
Agent is treated as a separate entity from its other divisions and
departments. Any information acquired by the Facility Agent which, in
its opinion, is acquired by it otherwise than in its capacity as the
Facility Agent may be treated as confidential by the Facility Agent
and will not be treated as information possessed by the Facility Agent
in its capacity as such.
(e) Each Obligor irrevocably authorises the Facility Agent to disclose to
the other Finance Parties any information which, in its opinion, is
received by it in its capacity as the Facility Agent.
21.11 Indemnities
(a) Without limiting the liability of any Obligor under the Finance
Documents, each Lender must indemnify the Facility Agent for that
Lender's Pro Rata Share of any loss or liability incurred by the
Facility Agent in acting as the Facility Agent, except to the extent
that the loss or liability is caused by the Facility Agent's gross
negligence or wilful misconduct.
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(b) The Facility Agent may deduct from any amount received by it for a Lender
any amount due to the Facility Agent from that Lender under a Finance
Document but unpaid.
21.12 Compliance
The Facility Agent may refrain from doing anything (including disclosing
any information) which might, in its opinion, constitute a breach of any
law or regulation or be otherwise actionable at the suit of any person,
and may do anything which, in its opinion, is necessary or desirable to
comply with any law or regulation.
21.13 Resignation of the Facility Agent
(a) The Facility Agent may resign and appoint any of its Affiliates as
successor Facility Agent by giving notice to the Lenders and the Company.
(b) Alternatively, the Facility Agent may resign by giving notice to the
Lenders and the Company, in which case the Majority Lenders may appoint a
successor Facility Agent.
(c) If no successor Facility Agent has been appointed under paragraph (b)
above within 30 days after notice of resignation was given, the Facility
Agent may appoint a successor Facility Agent.
(d) The person(s) appointing a successor Facility Agent must, if practicable,
consult with the Company prior to the appointment.
(e) The resignation of the Facility Agent and the appointment of any
successor Facility Agent will both become effective only when the
successor Facility Agent notifies all the Parties that it accepts its
appointment. On giving the notification, the successor Facility Agent
will succeed to the position of the Facility Agent and the term "Facility
Agent" will mean the successor Facility Agent.
(f) The retiring Facility Agent must, at its own cost, make available to the
successor Facility Agent such documents and records and provide such
assistance as the successor Facility Agent may reasonably request for the
purposes of performing its functions as the Facility Agent under the
Finance Documents.
(g) Upon its resignation becoming effective, this Clause will continue to
benefit the retiring Facility Agent in respect of any action taken or not
taken by it in connection with the Finance Documents while it was the
Facility Agent, and, subject to paragraph (f) above, it will have no
further obligations under any Finance Document.
(h) The Majority Lenders may, by notice to the Facility Agent, require it to
resign under paragraph (b) above.
21.14 Relationship with Lenders
(a) The Facility Agent may treat each Lender as a Lender, entitled to
payments under this Agreement and as acting through its Facility
Office(s) until it has received not less than five Business Days' prior
notice from that Lender to the contrary.
(b) The Facility Agent may at any time, and must if requested to do so by the
Majority Lenders, convene a meeting of the Lenders.
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(c) The Facility Agent must keep a register of all the Parties and supply any
other Party with a copy of the register on request. The register will
include each Lender's Facility Office(s) and contact details for the
purposes of this Agreement.
21.15 Notice period
Where this Agreement specifies a minimum period of notice to be given to
the Facility Agent, the Facility Agent may, at its discretion, accept a
shorter notice period.
22. EVIDENCE AND CALCULATIONS
22.1 Accounts
Accounts maintained by a Finance Party in connection with this Agreement
are prima facie evidence of the matters to which they relate for the
purpose of any litigation or arbitration proceedings.
22.2 Certificates and determinations
Any certification or determination by a Finance Party of a rate or amount
under the Finance Documents will be, in the absence of manifest error,
conclusive evidence of the matters to which it relates.
22.3 Calculations
Any interest or fee accruing under this Agreement accrues from day to day
and is calculated on the basis of the actual number of days elapsed and a
year of 360 or 365 days or otherwise, depending on what the Facility
Agent determines is market practice.
23. FEES
23.1 Facility Agent's fee
The Company must pay to the Facility Agent for its own account an agency
fee in the manner agreed in the Fee Letter between the Facility Agent and
the Company.
23.2 Front-end fee
The Company must pay to the Arrangers for their own account a front-end
fee in the manner agreed in the Fee Letter between the Arrangers and the
Company.
23.3 Commitment fee
(a) The Company must pay a commitment fee computed at the rate of:
(i) on that portion of the undrawn, uncancelled portion of the Total
Commitments which may be drawn by each Borrower other than:
(A) the Company;
(B) during the period ending on the date falling three months
after the first Utilisation Date only, Schlumberger
Investments,
61
0.115 per cent. per annum; and
(ii) on the remainder of the undrawn, uncancelled Total Commitments,
0.10 per cent. per annum.
(b) Accrued commitment fee is payable quarterly in arrear from the date of
this Agreement. Accrued commitment fee is also payable to the Facility
Agent for a Lender on the date its Commitment is cancelled in full.
24. INDEMNITIES AND BREAK COSTS
24.1 Currency indemnity
(a) The Company must, as an independent obligation, indemnify each Finance
Party against any loss or liability which that Finance Party incurs as a
consequence of:
(i) that Finance Party receiving an amount in respect of an Obligor's
liability under the Finance Documents; or
(ii) that liability being converted into a claim, proof, judgment or
order,
in a currency other than the currency in which the amount is expressed to
be payable under the relevant Finance Document.
(b) Unless otherwise required by law, each Obligor waives any right it may
have in any jurisdiction to pay any amount under the Finance Documents in
a currency other than that in which it is expressed to be payable.
24.2 Other indemnities
(a) The Company must indemnify each Finance Party against any loss or
liability which that Finance Party incurs as a consequence of:
(i) the occurrence of any Event of Default;
(ii) (other than by reason of negligence or default by that Finance
Party) a Loan not being made after a Request has been delivered
for that Loan; or
(iii) a Loan (or part of a Loan) not being prepaid in accordance with a
notice of prepayment.
The Company's liability in each case includes any loss or expense on
account of funds borrowed, contracted for or utilised to fund any amount
payable under any Finance Document, any amount repaid or prepaid or any
Loan from such sources as it may reasonably select.
(iv) The Company must indemnify the Facility Agent against any loss or
liability incurred by the Facility Agent as a result of acting or
relying on any notice expressed to be sent by or on behalf of an
Obligor which the Facility Agent reasonably believes to be
genuine, correct and appropriately authorised.
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24.3 Break Costs
(a) Each Borrower must pay to each Lender its Break Costs.
(b) Break Costs are the amount (if any) determined by the relevant Lender by
which:
(i) the interest which that Lender would have received (excluding the
applicable Margin for the period from the date of the prepayment
until the last day of the relevant Term) for the period from the
date of receipt of any part of its share in a Loan or an overdue
amount to the last day of the current Term for that Loan or
overdue amount if the principal or overdue amount received had
been paid on the last day of that Term;
exceeds
(ii) the amount which that Lender would be able to obtain by placing
an amount equal to the amount received by it on deposit with a
leading bank in the London interbank market for a period starting
on the Business Day following receipt and ending on the last day
of the relevant Term.
(c) Each Lender must supply to the Facility Agent for the relevant Borrower
details of the amount of any Break Costs claimed by it under this
Subclause.
25. EXPENSES
25.1 Initial costs
The Company must pay to each Administrative Party the amount of all
reasonable costs and expenses incurred by it in connection with the
negotiation, syndication and execution of the Finance Documents in
accordance with the arrangements agreed between the Company and the
Arrangers prior to the date of this Agreement.
25.2 Subsequent costs
The Company must pay to the Facility Agent the amount of all costs and
expenses (including legal fees) reasonably incurred by it in connection
with:
(a) the negotiation, preparation, printing and execution of any
Finance Document (other than a Transfer Certificate) executed
after the date of this Agreement; and
(b) any amendment, waiver or consent requested by or on behalf of an
Obligor or specifically allowed by this Agreement.
25.3 Enforcement costs
The Company must pay to each Finance Party the amount of all costs and
expenses (including legal fees) incurred by it in connection with the
enforcement of, or the preservation of any rights under, any Finance
Document.
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26. AMENDMENTS AND WAIVERS
26.1 Procedure
(a) Except as provided in this Clause, any term of the Finance Documents may
be amended or waived with the agreement of the Company and the Majority
Lenders. The Facility Agent may effect, on behalf of any Finance Party,
an amendment or waiver allowed under this Clause.
(b) The Facility Agent must promptly notify the other Parties of any
amendment or waiver effected by it under paragraph (a) above. Any such
amendment or waiver is binding on all the Parties.
26.2 Exceptions
(a) An amendment or waiver which relates to:
(i) the definition of "Majority Lenders" in Clause 1.1 (Definitions);
(ii) an extension of the date of payment of any amount to a Lender
under the Finance Documents;
(iii) a reduction in the Margin or a reduction in the amount of any
payment of principal, interest, fee or other amount payable to a
Lender under the Finance Documents;
(iv) an increase in, or an extension of, a Commitment;
(v) a term of a Finance Document which expressly requires the consent
of each Lender;
(vi) the right of a Lender to assign or transfer its rights or
obligations under the Finance Documents; or
(vii) this Clause,
may only be made with the consent of all the Lenders.
(b) An amendment or waiver which relates to the rights or obligations of an
Administrative Party may only be made with the consent of that
Administrative Party.
26.3 Change of currency
If a change in any currency of a country occurs (including where there is
more than one currency or currency unit recognised at the same time as
the lawful currency of a country), the Finance Documents will be amended
to the extent the Facility Agent (acting reasonably and after
consultation with the Company) determines is necessary to reflect the
change.
26.4 Waivers and remedies cumulative
The rights of each Finance Party under the Finance Documents:
(a) may be exercised as often as necessary;
(b) are cumulative and not exclusive of its rights under the general
law; and
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(c) may be waived only in writing and specifically.
Delay in exercising or non-exercise of any right is not a waiver of that
right.
27. CHANGES TO THE PARTIES
27.1 Assignments and transfers by Obligors
No Obligor may assign or transfer any of its rights and obligations under
the Finance Documents without the prior consent of all the Lenders.
27.2 Assignments and transfers by Lenders
(a) A Lender (the "Existing Lender") may, subject to the following provisions
of this Subclause, at any time assign or transfer (including by way of
novation) any of its rights and obligations under this Agreement to
another bank or financial institution (the "New Lender").
(b) The consent of the Company is required for any assignment or transfer
unless the New Lender is both:
(i) another Lender or an Affiliate of a Lender; and
(ii) is a Qualifying Lender but not a Treaty Lender (as defined in
Clause 13.1 (General)).
Unless the proposed New Lender is a Treaty Lender or is not a Qualifying
Lender, the consent of the Company must not be unreasonably withheld or
delayed. The Company will be deemed to have given its consent ten
Business Days after the Company is given notice of the request, unless it
is expressly refused by the Company within that time. Notice will not be
effectively given to the Company under this paragraph (b) if the notice
does not specify:
(iii) the jurisdiction in which the proposed New Lender is tax resident
and whether that proposed New Lender is a Treaty Lender; and
(iv) (A) that Loans will be disbursed by the proposed New Lender from
outside the U.S.A.;
(B) that negotiations in respect of the Facility have taken
place outside the U.S.A. and execution of the Transfer
Certificate or other transfer document by the proposed New
Lender will take place outside the U.S.A.; and
(C) that Loans will be booked outside the U.S.A. by the proposed
New Lender.
(c) The Company may not withhold its consent solely because the assignment or
transfer might increase the Mandatory Cost.
(d) A transfer of obligations will be effective only if either:
(i) the obligations are novated in accordance with the following
provisions of this Clause; or
(ii) the New Lender confirms to the Facility Agent and the Company in
form and substance satisfactory to the Facility Agent that it is
bound by the terms of this Agreement as a Lender. On the transfer
becoming effective in this manner the
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Existing Lender will be released from its obligations under this
Agreement to the extent that they are transferred to the New
Lender.
(e) Unless the Facility Agent otherwise agrees, the New Lender must pay to
the Facility Agent for its own account, on or before the date any
assignment or transfer occurs, a fee of e1,500.
(f) Any reference in this Agreement to a Lender includes a New Lender but
excludes a Lender if no amount is or may be owed to or by it under this
Agreement.
(g) If any Lender assigns its rights under this Agreement, a written
instrument by which those rights are assigned must be notified to any
Borrower incorporated in France by bailiff ("huissier") in accordance
with the provisions of Article 1690 of the French Civil Code at the cost
of the relevant New Lender.
27.3 Procedure for transfer by way of novations
(a) In this Subclause:
"Transfer Date"
means, for a Transfer Certificate, the later of:
(i) the proposed Transfer Date specified in that Transfer
Certificate; and
(ii) the date on which the Facility Agent executes that Transfer
Certificate.
(b) A novation is effected if:
(i) the Existing Lender and the New Lender deliver to the Facility
Agent a duly completed Transfer Certificate; and
(ii) the Facility Agent executes it.
The Facility Agent must execute as soon as reasonably practicable a
Transfer Certificate delivered to it and which appears on its face to be
in order.
(c) Each Party (other than the Existing Lender and the New Lender)
irrevocably authorises the Facility Agent to execute any duly completed
Transfer Certificate on its behalf.
(d) On the Transfer Date:
(i) the New Lender will assume the rights and obligations of the
Existing Lender expressed to be the subject of the novation in
the Transfer Certificate in substitution for the Existing Lender;
and
(ii) the Existing Lender will be released from those obligations and
cease to have those rights.
(e) For the avoidance of doubt, the Parties agree that any novation effected
in accordance with this Clause shall constitute a novation ("novation")
within the meaning of Article 1271 et seq. of the French Civil Code.
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27.4 Limitation of responsibility of Existing Lender
(a) Unless expressly agreed to the contrary, an Existing Lender is not
responsible to a New Lender for the legality, validity, adequacy,
accuracy, completeness or performance of:
(i) any Finance Document or any other document; or
(ii) any statement or information (whether written or oral) made in or
supplied in connection with any Finance Document,
and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance
Parties that it:
(i) has made, and will continue to make, its own independent
appraisal of all risks arising under or in connection with the
Finance Documents (including the financial condition and affairs
of each Obligor and its related entities and the nature and
extent of any recourse against any Party or its assets) in
connection with its participation in this Agreement; and
(ii) has not relied exclusively on any information supplied to it by
the Existing Lender in connection with any Finance Document.
(c) Nothing in any Finance Document requires an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and
obligations assigned or transferred under this Clause; or
(ii) support any losses incurred by the New Lender by reason of the
non-performance by any Obligor of its obligations under any
Finance Document or otherwise.
27.5 Costs resulting from change of Lender or Facility Office
If:
(a) a Lender assigns or transfers any of its rights and obligations
under the Finance Documents or changes its Facility Office; and
(b) as a result of circumstances existing at the date the assignment,
transfer or change occurs, an Obligor would be obliged to pay a
Tax Payment or an Increased Cost,
then, unless the assignment, transfer or change is made by a Lender to
mitigate any circumstance giving rise to the Tax Payment, Increased Cost
or a right to be prepaid and/or cancelled by reason of illegality, the
Obligor need only pay that Tax Payment or Increased Cost to the same
extent that it would have been obliged to if no assignment, transfer or
change had occurred.
27.6 Additional Borrowers
(a) If the Company wishes one of its direct or indirect Subsidiaries to
become an Additional Borrower, then it may (with the prior consent of all
the Lenders) deliver to the Facility Agent the relevant documents and
evidence listed in Part II of Schedule 2 (Conditions precedent
documents).
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(b) The relevant Subsidiary will become an Additional Borrower when the
Facility Agent notifies the other Finance Parties and the Company that it
has received all of the documents and evidence referred to in paragraph
(a) above in form and substance satisfactory to it. The Facility Agent
must give this notification as soon as reasonably practicable.
(c) Delivery of an Accession Agreement, executed by the relevant Subsidiary
and the Company, to the Facility Agent constitutes confirmation by that
Subsidiary and the Company that the Repeating Representations are then
correct.
27.7 Resignation of a Borrower (other than the Company)
(a) In this Subclause, "Resignation Request" means a letter in the form of
Part II of Schedule 7 (Form of Resignation Request), with such amendments
as the Facility Agent may approve or reasonably require.
(b) The Company may request that a Borrower (other than the Company) ceases
to be a Borrower by giving to the Facility Agent a duly completed
Resignation Request.
(c) The Facility Agent must accept a Resignation Request and notify the
Company and the Lenders of its acceptance if:
(i) the Facility Agent is not aware that a Default is outstanding or
would result from the acceptance of the Resignation Request; and
(ii) no amount owed by that Borrower under this Agreement is still
outstanding.
(d) The Borrower will cease to be a Borrower when the Facility Agent gives
the notification referred to in paragraph (c) above.
27.8 Changes to the Reference Banks
If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender
of which it is an Affiliate) ceases to be a Lender, the Facility Agent
must (in consultation with the Company) appoint another Lender or an
Affiliate of a Lender to replace that Reference Bank.
27.9 No obligations to be performed from the USA
No Lender may perform its obligations under this Agreement through any
office located in the U.S.A. Each Lender shall take all reasonable steps
to ensure that any extension of credit to a Borrower under this Agreement
is made and maintained at all times "outside the United States" as that
phrase is used in Section 221.6 (c) of Regulation U of the Board of
Governors of the United States Federal Reserve System.
28. DISCLOSURE OF INFORMATION
(a) (i) On the Unconditional Date, this Clause supersedes any previous
confidentiality undertaking given by a Finance Party in
connection with this Agreement prior to it becoming a Party.
(ii) Prior to the Unconditional Date, each Finance Party must keep
confidential any information supplied to it by or on behalf of
any Obligor in connection with the Finance Documents in
accordance with the confidentiality undertaking signed by it
before it became a Party.
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(b) Each Finance Party must keep confidential any information supplied to it
by or on behalf of any Obligor in connection with the Finance Documents.
However, a Finance Party is entitled to disclose information:
(i) which is publicly available, other than as a result of a breach
by that Finance Party of this Clause;
(ii) in connection with any legal or arbitration proceedings;
(iii) if required to do so under any law or regulation;
(iv) to a governmental, banking, taxation or other regulatory
authority;
(v) to its professional advisers;
(vi) to the extent allowed under paragraph (c) below; or
(vii) with the agreement of the relevant Obligor.
(c) A Finance Party may disclose to an Affiliate or any person with whom it
may enter, or has entered into, any kind of transfer, participation or
other agreement in relation to this Agreement (a "Participant"):
(i) a copy of any Finance Document; and
(ii) any information which that Finance Party has acquired under or in
connection with any Finance Document.
However, before a participant may receive any confidential information,
it must agree with the relevant Finance Party to keep that information
confidential on the terms of paragraph (b) above.
29. SET-OFF
While an Event of Default is outstanding, a Finance Party may set off any
matured obligation owed to it by an Obligor under the Finance Documents
(to the extent beneficially owned by that Finance Party) against any
obligation (whether or not matured) owed by that Finance Party to that
Obligor, regardless of the place of payment, booking branch or currency
of either obligation. If the obligations are in different currencies, the
Finance Party may convert either obligation at a market rate of exchange
in its usual course of business for the purpose of the set-off.
30. PRO RATA SHARING
30.1 Redistribution
If any amount owing by an Obligor under this Agreement to a Lender (the
"Recovering Lender") is discharged by payment, set-off or any other
manner other than through the Facility Agent under this Agreement (a
"Recovery"), then:
(a) the recovering Lender must, within three Business Days, supply
details of the recovery to the Facility Agent;
69
(b) the Facility Agent must calculate whether the recovery is in
excess of the amount which the recovering Lender would have
received if the recovery had been received by the Facility Agent
under this Agreement; and
(c) the recovering Lender must pay to the Facility Agent an amount
equal to the excess (the "Redistribution").
30.2 Effect of redistribution
(a) The Facility Agent must treat a redistribution as if it were a payment by
the relevant Obligor under this Agreement and distribute it among the
Lenders accordingly.
(b) When the Facility Agent makes a distribution under paragraph (a) above,
the recovering Lender will be subrogated to the rights of the Finance
Parties which have shared in that redistribution.
(c) If and to the extent that the recovering Lender is not able to rely on
any rights of subrogation under paragraph (b) above, the relevant Obligor
will owe the recovering Lender a debt which is equal to the
redistribution, immediately payable and of the type originally
discharged.
(d) If:
(i) a recovering Lender must subsequently return a recovery, or an
amount measured by reference to a recovery, to an Obligor; and
(ii) the recovering Lender has paid a redistribution in relation to
that recovery,
each Finance Party must reimburse the recovering Lender all or the
appropriate portion of the redistribution paid to that Finance Party,
together with interest for the period while it held the redistribution.
In this event, the subrogation in paragraph (b) above will operate in
reverse to the extent of the reimbursement.
30.3 Exceptions
Notwithstanding any other term of this Clause, a recovering Lender need
not pay a redistribution to the extent that:
(a) it would not, after the payment, have a valid claim against the
relevant Obligor in the amount of the redistribution; or
(b) it would be sharing with another Finance Party any amount which
the recovering Lender has received or recovered as a result of
legal or arbitration proceedings, where:
(i) the recovering Lender notified the Facility Agent of those
proceedings; and
(ii) the other Finance Party had an opportunity to participate
in those proceedings but did not do so or did not take
separate legal or arbitration proceedings as soon as
reasonably practicable after receiving notice of them.
70
________________________________________________________________________________
31. SEVERABILITY
If a term of a Finance Document is or becomes illegal, invalid or
unenforceable in any jurisdiction, that shall not affect:
(a) the legality, validity or enforceability in that jurisdiction of any
other term of the Finance Documents; or
(b) the legality, validity or enforceability in other jurisdictions of
that or any other term of the Finance Documents.
32. COUNTERPARTS
Each Finance Document may be executed in any number of counterparts. This
has the same effect as if the signatures on the counterparts were on a
single copy of the Finance Document.
33. NOTICES
33.1 In writing
(a) Any communication in connection with a Finance Document must be in
writing and, unless otherwise stated, may be given in person, by post,
telex, fax or any electronic communication approved by the Facility
Agent.
(b) For the purpose of the Finance Documents, an electronic communication
will be treated as being in writing.
(c) Unless it is agreed to the contrary, any consent or agreement required
under a Finance Document must be given in writing.
33.2 Contact details
(a) Except as provided below, the contact details of each Party for all
communications in connection with the Finance Documents are those
notified by that Party for this purpose to the Facility Agent on or
before the date it becomes a Party.
(b) The contact details of the Company for this purpose are:
Address: Schlumberger Limited, Paris Branch
42 rue Saint Dominique
75007 Paris
Fax number: + 33 (0) 1 40 62 12 90
Attention: Treasury Department.
(c) The contact details of the Facility Agent for this purpose are:
Address: Citibank International plc
PO Box 202
336 Strand
London WC2R 1HB
Fax number: 44 20 7500 4482/4484
Attention: Loans Agency
________________________________________________________________________________
71
________________________________________________________________________________
(d) Any Party may change its contact details by giving five Business Days'
notice to the Facility Agent or (in the case of the Facility Agent) to
the other Parties.
(e) Where a Party nominates a particular department or officer to receive a
communication, a communication will not be effective if it fails to
specify that department or officer.
33.3 Effectiveness
(a) Except as provided below, any communication in connection with a Finance
Document will be deemed to be given as follows:
(i) if delivered in person, at the time of delivery;
(ii) if posted, five days after being deposited in the post, postage
prepaid, in a correctly addressed envelope;
(iii) if by telex, when despatched, but only if, at the time of
transmission, the correct answerback appears at the start and at
the end of the sender's copy of the notice;
(iv) if by fax, when received in legible form; and
(v) if by e-mail or any other electronic communication, on receipt.
(b) A communication given under paragraph (a) above but received on a non-
working day or after business hours in the place of receipt will only be
deemed to be given on the next working day in that place.
(c) A communication to the Facility Agent will only be effective on actual
receipt by it.
33.4 Obligors
(a) All communications under the Finance Documents to or from an Obligor must
be sent through the Facility Agent.
(b) All communications under the Finance Documents to or from an Obligor
(other than the Company) must be sent through the Company.
(c) Each Obligor (other than the Company) irrevocably appoints the Paris
Branch of the Company to act as its agent:
(i) to give and receive all communications under the Finance
Documents; and
(ii) to sign all documents under or in connection with the Finance
Documents.
(d) Any communication given to the Company in connection with a Finance
Document will be deemed to have been given also to the other Obligors.
(e) The Facility Agent may assume that any communication made by the Company
is made with the consent of each other Obligor.
34. LANGUAGE
(a) Any notice given in connection with a Finance Document must be in
English.
________________________________________________________________________________
72
________________________________________________________________________________
(b) Any other document provided in connection with a Finance Document must
be:
(i) in English; or
(ii) (unless the Facility Agent otherwise agrees) accompanied by a
certified English translation. In this case, the English
translation prevails unless the document is a statutory or other
official document.
35. GOVERNING LAW
This Agreement is governed by English law.
36. ENFORCEMENT
36.1 Jurisdiction
(a) The English courts have exclusive jurisdiction to settle any dispute in
connection with any Finance Document.
(b) The English courts are the most appropriate and convenient courts to
settle any such dispute.
(c) This Clause is for the benefit of the Finance Parties only. To the extent
allowed by law, a Finance Party may take:
(i) proceedings in any other court; and
(ii) concurrent proceedings in any number of jurisdictions.
36.2 Service of process
(a) Each Obligor not incorporated in England and Wales irrevocably appoints
Schlumberger Public Limited Company as its agent under the Finance
Documents for service of process in any proceedings before the English
courts.
(b) If any person appointed as process agent is unable for any reason to act
as agent for service of process, the Company (on behalf of all the
Obligors) must immediately appoint another agent on terms acceptable to
the Facility Agent. Failing this, the Facility Agent may appoint another
agent for this purpose.
(c) Each Obligor agrees that failure by a process agent to notify it of any
process will not invalidate the relevant proceedings.
(d) This Clause does not affect any other method of service allowed by law.
36.3 Waiver of trial by jury
EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION IN CONNECTION WITH ANY FINANCE DOCUMENT OR ANY
TRANSACTION CONTEMPLATED BY ANY FINANCE DOCUMENT. THIS AGREEMENT MAY BE
FILED AS A WRITTEN CONSENT TO TRIAL BY COURT.
This Agreement has been entered into on the date stated at the beginning of this
Agreement.
________________________________________________________________________________
73
________________________________________________________________________________
SCHEDULE 1
ORIGINAL PARTIES
Name Of Original Lender Commitments
U.S.$
The Chase Manhattan Bank 900,000,000
BNP Paribas 900,000,000
Citibank, N.A. London Branch 900,000,000
Lehman Brothers Bankhaus AG, London Branch 300,000,000
----------------
Total Commitments US$3,000,000,000
----------------
________________________________________________________________________________
74
________________________________________________________________________________
SCHEDULE 2
CONDITIONS PRECEDENT DOCUMENTS
PART I
TO BE DELIVERED BEFORE THE FIRST REQUEST
Original obligors
1. A copy of the constitutional documents of each Original Obligor including,
without limitation, a copy of the "statuts" and an extract of the K-Bis of
the Registry of Commerce and Companies dated no more than one month prior
to the date of this Agreement for SISA.
2. A copy of a resolution of the board of directors of each Original Obligor
except for SISA approving the terms of, and the transactions contemplated
by, this Agreement.
3. A specimen of the signature of each person authorised on behalf of an
Original Obligor to execute any Finance Document or to sign or send any
document or notice in connection with any Finance Document.
4. A copy of the power of attorney of each Original Obligor under which any
Finance Document or related document is to be issued.
5. A certificate of an authorised signatory or duly appointed attorney of the
Company:
(a) confirming that utilising the Total Commitments in full would not
breach any limit binding on any Original Obligor; and
(b) certifying that each copy document specified in Part I of this
Schedule is correct, complete and in full force and effect as at a
date no earlier than the date of this Agreement.
Legal opinions
1. A legal opinion of Allen & Overy, London legal advisers to the Arrangers
and the Facility Agent, substantially in the form of Schedule 8 (Form of
legal opinion of Allen & Overy), addressed to the Finance Parties.
2. If an Obligor is incorporated in a jurisdiction other than England, a legal
opinion from legal advisers in that jurisdiction acceptable to the
Arrangers, addressed to the Finance Parties.
Other documents
1. An original of the Comfort Letter, duly executed by the Company.
2. A copy of the Press Release.
________________________________________________________________________________
75
________________________________________________________________________________
3. A copy of the Offer Document.*
4. A copy of any amendment to the Offer Document.*
5. Confirmation from the Company that the Unconditional Date has occurred,
together with a copy of the certificate issued by the receiving agent to
the Company for the purposes of Note 7 to Rule 10 of the Code.*
6. (a) A copy of a European Commission RAPID or Midday Express press
release or a copy of a written communication by the European
Commission clearing the Offer; and
(b) confirmation in writing from an authorised signatory or duly appointed
attorney of the Company that the relevant waiting periods have expired
under the Hart Scott Rodino Anti Trust Improvement Act 1976 (as
amended) and any relevant regulations made under it.*
7. A list of the Material Subsidiaries as at the date of this Agreement.
__________________________
* These documents do not have to be in form and substance satisfactory to the
Facility Agent.
________________________________________________________________________________
76
________________________________________________________________________________
PART II
FOR AN ADDITIONAL BORROWER
Additional Borrowers
1. An Accession Agreement, duly executed by the Company and the Additional
Borrower.
2. A copy of the constitutional documents of the Additional Borrower.
3. A copy of a resolution of the board of directors of the Additional Borrower
approving the terms of, and the transactions contemplated by, the Accession
Agreement.
4. A specimen of the signature of each person authorised on behalf of the
Additional Borrower to execute or witness the execution of any Finance
Document or to sign or send any document or notice in connection with any
Finance Document.
5. A certificate of an authorised signatory of the Additional Borrower:
(a) confirming that utilising the Total Commitments in full would not
breach any limit binding on it; and
(b) certifying that each copy document specified in Part II of this
Schedule is correct, complete and in full force and effect as at a
date no earlier than the date of the Accession Agreement.
6. If available, a copy of the latest audited accounts of the Additional
Borrower.
7. Evidence that the agent of the Additional Borrower (if incorporated outside
England and Wales) under the Finance Documents for service of process in
England and Wales has accepted its appointment.
Legal opinions
1. A legal opinion of Allen & Overy, legal advisers to the Facility Agent,
addressed to the Finance Parties.
2. If the Additional Borrower is incorporated in a jurisdiction other than
England, a legal opinion from legal advisers in that jurisdiction,
addressed to the Finance Parties.
Other documents and evidence
1. Evidence that all expenses due and payable from the Company under this
Agreement in respect of the Accession Agreement have been paid.
2. A comfort letter, in the form of the Comfort Letter, in respect of that
Additional Borrower, duly executed by the Company.
3. A copy of any other authorisation or other document, opinion or assurance
which the Facility Agent has notified the Company is necessary in
connection with the entry into and
________________________________________________________________________________
77
________________________________________________________________________________
performance of, and the transactions contemplated by, the Accession
Agreement or for the validity and enforceability of any Finance Document.
________________________________________________________________________________
78
________________________________________________________________________________
SCHEDULE 3
FORM OF REQUEST
To: CITIBANK INTERNATIONAL plc as Facility Agent
From: [Borrower]
Date: [ ]
SCHLUMBERGER LIMITED-US$3,000,000,000 CREDIT AGREEMENT
dated [ ] February, 2001 (the "Agreement")
1. We refer to the Agreement. This is a Request.
2. We wish to borrow a Revolving Credit Loan/Term Loan* on the following
terms:
(a) Utilisation Date: [ ],
(b) Amount/currency: [ ]
(c) Term: [ ].
3. Our payment instructions are: [ ].
4. We confirm that each condition precedent under the Agreement which must
be satisfied on the date of this Request is so satisfied.
5. We confirm that we are in compliance with the requirements of Clause
19.12 (Borrower financial condition) of the Agreement and will remain in
compliance when the Loan is borrowed.**
6. This Request is irrevocable.
By:
[Borrower]
* Delete as applicable. Term Loans may only be drawn down after the Term-out
Date.
** To be included in requests by all Borrowers other than the Company.
________________________________________________________________________________
79
________________________________________________________________________________
SCHEDULE 4
CALCULATION OF THE MANDATORY COST
1. General
The Mandatory Cost is the weighted average of the rates for each Lender
calculated below by the Facility Agent on the first day of a Term. The
Facility Agent must distribute each amount of Mandatory Cost among the
Lenders on the basis of the rate for each Lender.
2. For a Lender lending from a Facility Office in the U.k.
(a) The relevant rate for a Lender lending from a Facility Office in the U.K.
is calculated in accordance with the following formulae:
for a Loan in Sterling:
AB + C(B-D) + E x 0.01 per cent. per annum
----------------------
100-(A + C)
for any other Loan:
E x 0.01 per cent. per annum
--------
300
where on the day of application of the formula:
A is the percentage of that Lender's eligible liabilities (in excess of
any stated minimum) which the Bank of England requires it to hold on a
non-interest-bearing deposit account in accordance with its cash ratio
requirements;
B is LIBOR for that Term;
C is the percentage of that Lender's eligible liabilities which the Bank
of England requires it to place as a special deposit;
D is the interest rate per annum allowed by the Bank of England on a
special deposit; and
E is the charge payable by each Lender to the Financial Services
Authority under the fees regulations (but, for this purpose, ignoring
any minimum fee required under the fees regulations) and expressed in
pounds per (Pounds)1 million of the fee base of that Lender.
(b) For the purposes of this paragraph 2:
(i) "eligible liabilities" and "special deposit" have the meanings given
to them at the time of application of the formula by the Bank of
England;
(ii) "fee base" has the meaning given to it in the fees regulations; and
________________________________________________________________________________
80
(iii) "fees regulations" means The Financial Services Banking Supervision
(Fees) Regulations 2000.
(c) (i) In the application of the formulae, A, B, C and D are included as
figures and not as percentages, e.g. if A = 0.5% and B = 15%, AB is
calculated as 0.5 x 15. A negative result obtained by subtracting D
from B is taken as zero.
(ii) Each rate calculated in accordance with a formula is, if necessary,
rounded upward to four decimal places.
(d) (i) Each Lender must supply to the Facility Agent the information
required by it to make a calculation of the rate for that Lender.
The Facility Agent may assume that this information is correct in
all respects.
(ii) If a Lender fails to do so, the Facility Agent may assume that the
Lender's obligations in respect of cash ratio deposits, special
deposits and the fees regulations are the same as those of a typical
bank from its jurisdiction of incorporation with a Facility Office
in the same jurisdiction as its Facility Office.
(iii) The Facility Agent has no liability to any Party if its calculation
over or under compensates any Lender.
3. For a Lender lending from a Facility Office in a Participating Member State
(a) The relevant rate for a Lender lending from a Facility Office in a
Participating Member State is the percentage rate per annum notified by
that Lender to the Facility Agent as its cost (if any) of complying with
the minimum reserve requirements of the European Central Bank.
(b) If a Lender fails to specify a rate under paragraph (a) above, the Facility
Agent will assume that the Lender has not incurred any such cost.
4. Changes
The Facility Agent may, after consultation with the Company and the
Lenders, notify all the Parties of any amendment to this Schedule which is
required to reflect:
(a) any change in law or regulation of the United Kingdom or the
European Union relating to a cost of the type referred to in this
Schedule; or
(b) any requirement imposed by the Bank of England, the Financial
Services Authority or the European Central Bank (or, in any case,
any successor authority).
Any notification will be, in the absence of manifest error, conclusive and
binding on all the Parties.
81
SCHEDULE 5
FORM OF TRANSFER CERTIFICATE
To: CITIBANK INTERNATIONAL plc as Facility Agent
From: [THE EXISTING LENDER] (the "Existing Lender") and [THE NEW LENDER] (the
"New Lender")
Date: [_]
SCHLUMBERGER LIMITED - US$3,000,000,000 Credit Agreement
dated [_], 2001 (the "Agreement")
We refer to the Agreement. This is a Transfer Certificate.
1. The Existing Lender transfers by novation to the New Lender the Existing
Lender's rights and obligations referred to in the Schedule below in
accordance with the terms of the Agreement.
2. The proposed Transfer Date is [_].
3. The administrative details of the New Lender for the purposes of the
Agreement are set out in the Schedule.
4. This Transfer Certificate is governed by English law.
THE SCHEDULE
Rights and Obligations to be Transferred by Novation
[insert relevant details, including applicable Commitment (or part)]
Administrative Details of the New Lender
[insert details of Facility Office, address for notices and payment details
etc.]
[EXISTING LENDER] [NEW LENDER]
By: By:
The Transfer Date is confirmed by the Facility Agent as [_].
CITIBANK INTERNATIONAL plc
By:
82
SCHEDULE 6
FORM OF COMPLIANCE CERTIFICATE
To: CITIBANK INTERNATIONAL plc as Facility Agent
From: SCHLUMBERGER LIMITED
Date: [_]
SCHLUMBERGER LIMITED - US$3,000,000,000 CREDIT AGREEMENT
dated [_] February, 2001 (the "Agreement")
1. We refer to the Agreement. This is a Compliance Certificate.
2. We confirm that the following companies were Material Subsidiaries at
[relevant testing date]:
[_].
3. [We confirm that no Default is outstanding as at [relevant date]./1/
SCHLUMBERGER LIMITED
By:
____________________
/1/ If this statement cannot be made, the certificate should identify any
Default that is outstanding and the steps, if any, being taken to remedy
it.
83
SCHEDULE 7
PART I
FORM OF ACCESSION AGREEMENT
To: CITIBANK INTERNATIONAL plc as Facility Agent
From: SCHLUMBERGER LIMITED and [Proposed Borrower]
Date: [_]
SCHLUMBERGER LIMITED - US$3,000,000,000 Credit Agreement
dated [_] February, 2001 (the "Agreement")
We refer to the Agreement. This is an Accession Agreement.
[Name of company] of [address/registered office] agrees to become an Additional
Borrower and to be bound by the terms of the Agreement as an Additional
Borrower.
This Accession Agreement is governed by English law.
SCHLUMBERGER LIMITED
By:
[PROPOSED BORROWER]
By:
84
PART II
FORM OF RESIGNATION REQUEST
To: CITIBANK INTERNATIONAL plc as Facility Agent
From: SCHLUMBERGER LIMITED and [relevant Borrower]
Date: [_], 2001
SCHLUMBERGER LIMITED - US$3,000,000,000 Credit Agreement dated [_],
2001 (the "Agreement")
1. We refer to the Agreement. This is a Resignation Request.
2. We request that [resigning Borrower] be released from its obligations as a
Borrower under the Agreement.
3. We confirm that no Default is outstanding or would result from the
acceptance of this Resignation Request.
4. We confirm that as at the date of this Resignation Request no amount owed
by [resigning Borrower] under the Agreement is outstanding.
5. This Resignation Request is governed by English law.
SCHLUMBERGER LIMITED [Relevant Borrower]
By: By:
The Facility Agent confirms that this resignation takes effect on [_].
CITIBANK INTERNATIONAL plc
By:
85
SCHEDULE 8
FORM OF LEGAL OPINION OF ALLEN & OVERY, LONDON
To: The Finance Parties named as
original parties to the Agreement
(as defined below).
Dear Sirs, [_], 2001
SCHLUMBERGER LIMITED - US$3,000,000,000 CREDIT AGREEMENT
dated [_] February, 2001 (the "Agreement")
We have received instructions from the Arrangers in connection with the
Agreement.
Defined Terms
In this opinion:
"English Original Obligors"
means each Original Obligor incorporated in England; and
terms defined in the Agreement have the same meaning in this opinion.
Documents and Searches
For the purposes of this opinion we have examined the following documents:
(a) a signed copy of the Agreement;
(b) a certified copy of the memorandum and articles of association and
certificate of incorporation of each English Original Obligor;
(c) a certified copy of the minutes of a meeting of the board of directors of
each English Original Obligor held on [_], 2001;
(d) a certified copy of a power of attorney dated [_], 2001 for each English
Original Obligor; and
(e) a certificate of the Company confirming, amongst other things, that the
entry into and performance of the Agreement will not contravene any limit
contained in the articles of association of any English Original Obligor.
On [_] we carried out a search of each English Original Obligor at the Companies
Registry. On [_] we made a telephone search of each English Original Obligor at
the winding-up petitions at the Companies court.
86
The above are the only documents or records we have examined and the only
searches and enquiries we have carried out for the purposes of this opinion.
Assumptions
We assume that:
(a) each English Original Obligor is not unable to pay its debts within the
meaning of section 123 of the Insolvency Act, 1986 at the time it enters
into the Agreement and will not as a result of the Agreement be unable to
pay its debts within the meaning of that section;
(b) no step has been taken to wind up or dissolve any English Original Obligor,
put any English Original Obligor into administration or appoint a receiver,
administrator, administrative receiver, trustee in bankruptcy or similar
officer in respect of it or any of its assets although the searches of the
Companies Registry referred to above gave no indication that any winding-
up, dissolution or administration order or appointment of a receiver,
administrator, administrative receiver, trustee in bankruptcy or similar
officer has been made;
(c) all signatures and documents are genuine;
(d) all documents are and remain up-to-date;
(e) the correct procedure was carried out at all the board meetings referred to
above; for example, there was a valid quorum, all relevant interests of
directors were declared and the resolutions were duly passed at each
meeting;
(f) any restrictions on the ability of a English Original Obligor to borrow or
guarantee contained in its Articles of Association would not be contravened
by the entry into and performance by it of the Agreement;
(g) the Agreement has been duly executed on behalf of each English Original
Obligor by the person(s) authorised by the resolutions passed at the
relevant meeting referred to above;
(h) the Agreement is a legally binding, valid and enforceable obligation of
each Finance Party; and
(i) no foreign law affects the conclusions stated below.
Opinion
Subject to the qualifications set out below and to any matters not disclosed to
us, it is our opinion that, so far as the present laws of England are concerned:
1. Status: Schlumberger plc is a company incorporated with limited liability
under the laws of England and is not in liquidation and Schlumberger
Investments is a company incorporated with unlimited liability under the
laws of England and is not in liquidation.
2. Powers And Authority: Each English Original Obligor has the corporate power
to enter into and perform the Agreement and has taken all necessary
corporate action to authorise the execution, delivery and performance of
the Agreement.
3. Legal Validity: The Agreement constitutes a legally binding, valid and
enforceable obligation of each Original Obligor.
87
4. Non-conflict: The entry into and performance by each English Original
Obligor of the Agreement will not violate any provision of (i) any existing
English law applicable to companies generally, or (ii) its memorandum or
articles of association.
5. Consents: No authorisations of governmental, judicial or public bodies or
authorities in England are required by any English Original Obligor in
connection with the performance, validity or enforceability of its payment
obligations under the Agreement.
6. Taxes: All payments due from any English Original Obligor under the
Agreement may be made without deduction of any U.K. Taxes, if, in the case
of interest:
(i) (A) the person that advanced the participation in the Loan to which
the interest relates was a bank for the purpose of section 349 of
the Income and Corporation Taxes Act 1988 (as currently defined
in section 840A of the Income and Corporations Tax Act 1988) at
the time the Loan was made; and
(B) the person beneficially entitled to that interest is within the
charge to U.K. corporation tax as regards that interest at the
time the interest is paid; or
(ii) the interest is payable to a Treaty Lender and the Financial
Intermediaries and Claims Office has given the necessary exemption
authorisation.
7. Registration Requirements: It is not necessary or advisable to file,
register or record the Agreement in any public place or elsewhere in
England.
8. Stamp Duties: No stamp, registration or similar tax or charge is payable in
England in respect of the Agreement.
Qualifications
This opinion is subject to the following qualifications:
(a) This opinion is subject to all insolvency and other laws affecting the
rights of creditors generally.
(b) No opinion is expressed on matters of fact.
(c) We have assumed that the obligations of each Original Obligor (other than
an English Original Obligor) are legal, valid, binding and enforceable in
its jurisdiction of incorporation. In this regard, we have relied on the
other legal opinions referred to in Part I of Schedule 2.
(d) The term "Enforceable" means that a document is of a type and form enforced
by the English courts. It does not mean that each obligation will be
enforced in accordance with its terms. Certain rights and obligations may
be qualified by the non-conclusivity of certificates, doctrines of good
faith and fair conduct, the availability of equitable remedies and other
matters, but in our view these qualifications would not defeat your
legitimate expectations in any material respect.
This opinion is given for your sole benefit and may not be relied upon by or
disclosed to any other person.
Yours faithfully
88
SCHEDULE 9
FORM OF TEG LETTER
[ON LETTERHEAD OF THE FACILITY AGENT]
To: Schlumberger Industries S.A.
Date: [_]
Dear Sirs,
Schlumberger Limited - Us$3,000,000,000 Revolving Multicurrency Credit Facility
Dated [_] February, 2001 (the "Agreement)
We refer to the Agreement.
Terms defined in the Agreement shall bear the same meaning in this letter unless
otherwise defined in this letter. References to Clauses in this letter are
references to Clauses in the Agreement.
We confirm that:
1. this is the letter referred to in Clause 10.5 (Taux Effectif Global) of the
Agreement;
2. you acknowledge that, due to the fact that interest payable under the
Agreement is to be calculated on a floating rate basis by reference to
LIBOR or EURIBOR for Terms selected by the Borrowers, it is not possible to
compute the effective global rate ("taux effectif global") for the lifetime
of the Facility;
3. in order to comply with the provisions of Articles L313-1 and L313-2 of the
French "Code de la Consommation", and only as an indication based on the
assumptions described below, examples of calculation of the effective
global rate can be given as follows:
. for a Term of one month at US$ LIBOR rate of [_]% per annum, [_]% i.e.
a rate per Term (taux de periode) of [_]%;
. for a Term of three months at US$ LIBOR rate of [_]% per annum, [_]%
i.e. a rate per Term (taux de periode) of [_]%;
. for a Term of six months at US$ LIBOR rate of [_]% per annum, [_]%
i.e. a rate per Term (taux de periode) of [_]%;
. for a Term of one month at EURIBOR rate of [_]% per annum, [_]% i.e. a
rate per Term (taux de periode) of [_]%;
. for a Term of three months at EURIBOR rate of [_]% per annum, [_]%
i.e. a rate per Term (taux de periode) of [_]%;
. for a Term of six months at EURIBOR rate of [_]% per annum, [_]% i.e.
a rate per Term (taux de periode) of [_]%;
89
. for a Term of six months at EURIBOR rate of [ ]% per annum, [ ]% i.e.
a rate per Term (taux de periode) of [ ]%;
The above rates are given on an indicative basis and on the basis (i) that
drawdown for the full amount of the Total Commitment has been made, (ii) that
the LIBOR/EURIBOR rate, expressed as an annual rate, is as fixed on [DATE],
(iii) that the Margin is 0.35% per annum and (iv) that the various fees payable
by you on the terms of the Agreement are paid. These rates are not binding on
the Finance Parties.
We should be grateful if you would confirm your acceptance of the terms of this
letter by signing and returning to us the enclosed copy.
This letter is designated a Finance Document.
Yours faithfully,
_______________________________
CITIBANK INTERNATIONAL plc
as Facility Agent
We agree to the above.
_______________________________
SCHLUMBERGER INDUSTRIES S.A.
90
SCHEDULE 10
FORM OF COMFORT LETTER
[ON THE LETTERHEAD OF SCHLUMBERGER LIMITED]
[ ], 2001
To: The Finance Parties under the Agreement
Gentlemen,
You have made available to Schlumberger Public Limited Company, Schlumberger
Industries S.A. and Schlumberger Investments (the "Companies") committed
revolving credit facilities up to a maximum of the following sub-limits:
(a) in relation to Schlumberger Public Limited Company, $1,000,000,000;
(b) in relation to Schlumberger Industries S.A., $1,500,000,000;
(c) in relation to Schlumberger Investments, $1,000,000,000; and
(d) in relation to Schlumberger Public Limited Company and Schlumberger
Investments together, an aggregate of $1,000,000,000.
(the "Facilities") under a credit agreement dated [ ], 2001 (the
"Agreement").
We hereby confirm that we are aware of this arrangement and that it bears our
full approval. Although this letter should not be construed as a guarantee, we
also confirm that it is our policy that the Companies should conduct their
affairs with a view towards maintaining sufficient financial resources to meet
their obligations under the Facility.
We intend to maintain directly or indirectly a 100% holding of the issued equity
share capital of the Companies so long as any amount of the Facility remains
outstanding.
We also confirm that in the event we wish to reduce our beneficial holding of
the issued equity share capital of the Companies, we should give you reasonable
notice of our intentions, and we agree to arrange a suitable mutually
satisfactory substitute arrangement.
The statements made in this letter are valid until 31st March, 2003.
Sincerely,
For
Schlumberger Limited
91
SCHEDULE 11
FORM OF SUBORDINATION AGREEMENT
92
SIGNATORIES
Company
SCHLUMBERGER LIMITED
By:
Original Borrowers
SCHLUMBERGER PUBLIC LIMITED COMPANY
By:
SCHLUMBERGER INDUSTRIES SA
By:
SCHLUMBERGER INVESTMENTS
By:
Arrangers
J.P. MORGAN PLC
By:
BNP PARIBAS
By:
93
Arrangers (continued)
SALOMON BROTHERS INTERNATIONAL LIMITED
By:
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
By:
Original Lenders
THE CHASE MANHATTAN BANK
By:
BNP PARIBAS
By:
CITIBANK, N.A.
By:
LEHMAN BROTHERS BANKHAUS AG, LONDON BRANCH
By:
Facility Agent
CITIBANK INTERNATIONAL plc
By:
94
- --------------------------------------------------------------------------------
[LOGO] CREDIT AGREEMENT
- --------------------------------------------------------------------------------
FACILITY TYPE TERM LOAN/REVOLVING CREDIT
- --------------------------------------------------------------------------------
OBLIGORS MULTIPLE BORROWERS/SINGLE GUARANTOR
- --------------------------------------------------------------------------------
CURRENCY MULTICURRENCY
- --------------------------------------------------------------------------------
SYNDICATED/SINGLE SYNDICATED
BANK
- --------------------------------------------------------------------------------
JURISDICTION UK AND OVERSEAS
- --------------------------------------------------------------------------------
SECURITY UNSECURED
- --------------------------------------------------------------------------------
DATE OF ASSEMBLY 6/th/ February 2001
- --------------------------------------------------------------------------------
AUTHOR
- --------------------------------------------------------------------------------
95
Banking System Feedback Report
- ----------------------------------------------------------------------------------------------------------
Return to Adrian Stafford - Room 6225
- ----------------------------------------------------------------------------------------------------------
Feedback generated by (name and room)
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
Nature of issue (please complete giving as much detail as possible)
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
This issue is:- Problem
----------------------------------------------------
(please tick) Suggested enhancement
- ----------------------------------------------------------------------------------------------------------
Importance:- Low
----------------------------------------------------
(please tick) Medium
----------------------------------------------------
High
- ----------------------------------------------------------------------------------------------------------
Feedback reference code
- ----------------------------------------------------------------------------------------------------------
EXHIBIT 99(d)(1)
SCHLUMBERGER INVESTMENTS
Registered Office: 8TH FLOOR
SOUTH QUAY PLAZA 2
183 MARSH WALL
LONDON
E14 9SH
Registered Number: 4157867
To:
The Directors
Sema plc
233 High Holborn
London
WC1V 7DJ
Date 12 February 2001
Strictly Private & Confidential
Dear Sirs
1. We refer to our discussions concerning the possible offer by us, or on our
behalf, for the entire issued ordinary share capital of Selma plc (the Company)
(the Offer).
2. As discussed, before we proceed to incur further expenditure by carrying
out any further due diligence in connection with the Offer or otherwise
evaluating it, we require the Company to enter into this agreement with us.
Therefore, in consideration of our agreeing to (i) commit resources towards
implementing the Offer and (ii) carry out further detailed due diligence in
respect of the Company, the Company agrees by counter-signing a copy of this
letter to observe and comply with its terms.
3. As an inducement and pre-condition to Schlumberger Investments' agreeing to
announce the Offer, the Company hereby agrees to pay Schlumberger Investments a
fee of US$20 million (the Inducement Fee), subject to the terms and conditions
of this paragraph 3.
The Inducement Fee shall only be payable if Schlumberger Investments announces
its intention to make the Offer and;
(a) the Offer lapses or is withdrawn and prior thereto an Independent Competing
Offer for the company has been announced, and subsequently such
Independent Competing Offer or another Independent Competing Offer (which,
for the avoidance of doubt, has been announced prior to the Offer lapsing
or having been withdrawn) becomes or is declared unconditional in all
respects; or
(b) the Offer lapses or is withdrawn and prior thereto the board of directors
of the Company, or any committee thereof, shall have withdrawn or modified,
in a manner adverse to Schlumberger Investments, its approval or
recommendation of the Offer, or approved or recommended an Independent
Competing Offer (or resolved to take any of the foregoing actions).
The Inducement Fee shall be due and payable (by wire transfer of same day funds
to an account designated by us for the purpose in advance) two business days
after, in the case of (a) above, the date on which the relevant Independent
Competing Offer becomes or is declared unconditional in all respects or, in the
case of (b) above, the date on which we notify you that Offer has lapsed or been
withdrawn;
Independent Competing Offer means (a) an offer for, or scheme of arrangement of,
the Company which is made or entered into by a person or persons who are not
associates (as such term is defined in the City Code) of Schlumberger
Investments at or above the value of the Offer or (b) any sale, disposal,
merger, business combination, demerger or liquidation (or similar transaction or
arrangement) resulting in any person or persons who are not associates of
Schlumberger Investments owning more than 30% of the voting rights of the
Company or assets representing more than 10% of the turnover of the Company and
its subsidiary undertakings.
4. The Company agrees to take such action and give such assistance to
Schlumberger Investments, its directors, employees, advisers, agents and
representatives as Schlumberger Investments may reasonably request in order to
enable Schlumberger Investments to (i) obtain any necessary regulatory
clearances and approvals in connection with the Offer and (ii) prepare an offer
document in accordance with the City Code on Takeovers and Mergers and other
documentation required in connection with the Offer.
5. If any provision of this letter is held to be invalid or unenforceable,
then such provision shall (so far as it is invalid or unenforceable) be given no
effect and shall be deemed not to be included in this agreement, but without
invalidating any of the remaining provisions of this agreement. If this
paragraph applies to any provision of this letter, the Company shall promptly
advise Schlumberger Investments of any action taken by it which (but for
illegality or unenforceability) would have been prohibited by such provision.
6. Any delay by Schlumberger Investments in exercising, or failure to
exercise, any right or remedy under this letter shall not constitute a waiver of
the right or remedy or a waiver of any other rights or remedies and no single or
partial exercise of any rights or remedy under this letter or otherwise shall
prevent any further exercise
of the right or remedy or the exercise of any other right or remedy. The rights
and remedies of Schlumberger Investments under this letter are cumulative and
not exclusive of any rights or remedies provided by law.
7. The terms of this letter shall be governed by and interpreted in accordance
with English law and the courts of England are to have exclusive jurisdiction
in respect of any disputes relating to it.
8. A person who is not a party to this letter shall have no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
If you agree to the above terms, please indicate your agreement by signalling
and returning a copy of this letter to us.
Yours faithfully
/s/ James L. Gunderson
- ---------------------------------
for and on behalf of Schlumberger Investments
We confirm that we agree and accept the terms of this letter and intend to be
legally bound by its terms.
/s/ Nick Deeming
- ---------------------------------
for and on behalf of Sema
Dated 12 February 2001
EXHIBIT 99(d)(2)
IRREVOCABLE UNDERTAKING
TO: Schlumberger Limited
and any company within
its group through which
the Offer (as defined below)
is to be made ("Offeror")
February 2001
Dear Sirs,
Proposed Offer for Sema Plc (the "Offeree")
1. This letter, the terms of which are conditional on the Press Announcement
(as defined below) being released not later than a.m./p.m. on February
2001 (or such later time and/or date as the Offeree may agree), sets out
the basis on which I undertake to accept the offer to be made by the Offer
or (the "Offer") to acquire the whole of the issued and to be issued
ordinary share capital of the Offeree.
2. The Offer shall be made substantially on the terms of the attached draft
press announcement (the "Press Announcement") and any additional terms and
conditions as may be required to comply with the requirements of the City
Code on Takeovers and Mergers (the "Code"), the Financial Services
Authority acting in its capacity as the United Kingdom Listing Authority
("UKLA") and the London Stock Exchange.
Ownership of Shares
3. I warrant and undertake to you that:
3.1 I am the registered and beneficial holder of, and/or have all relevant
authority to accept the Offer in respect of, the number of ordinary shares
of 10p each in the capital of Offeree ("Offeree Ordinary Shares") specified
in Part I of the Schedule;
3.2 I hold those Offeree Ordinary Shares free from any lien, charge or other
encumbrance, equity or third party right of any nature and have the
capacity to transfer such Offeree Ordinary Shares on that basis, together
with all rights attaching thereto, including the right to all dividends and
other distributions (if any) declared, made or paid after the date hereof,
subject to any matters referred to in the Press Announcement; and
3.3 I have full power and authority to accept, or to procure the acceptance of,
the Offer in respect of those Offeree Ordinary Shares.
Irrevocable Acceptance of the Offer
4.1 I shall irrevocably accept, or procure the acceptance of, the Offer (or
any revised or increased offer which may be made by or on behalf of
Offeror) in respect of:
4.1.1 the Offeree Ordinary Shares specified in the first column of the
schedule;
4.1.2 any other Offeree Ordinary Shares which I acquire after signing
this undertaking; and
4.1.3 any other Offeree Ordinary Shares attributable to or deriving from
the shares referred to in paragraphs 4.1.1 and 4.1.2,
together the "Shares".
4.2 My irrevocable acceptance in respect of the Shares shall be made by 3.30
p.m. on the tenth business day (as defined in the Code) after the formal
document containing the Offer (the "Offer Document") is despatched to
shareholders of the Offeree (or in relation to Offeree Ordinary Shares
falling within either paragraph 4.1.2 or 4.1.3, as soon as practicable
after I become the registered holder of such Offeree Ordinary Shares) in
accordance with the procedure for acceptance set out in that document.
Powers of Attorney
5. In order to secure the performance of my obligations under paragraph 4, I
irrevocably appoint any director for the time being of Offeror to be my
attorney in my name and on my behalf to execute a Form or Forms of
Acceptance and/or such other documents and to do such other acts and
things as may be necessary to accept (or procure the acceptance of) the
Offer in respect of the Shares, provided that the appointment shall not
take effect until ten business days after the date of despatch of the
Offer Document and only then if I have failed to comply with my
obligations in paragraph 4.
No Withdrawal of Acceptance
6. Even if the terms of the Offer give accepting shareholders the right to
withdraw acceptances, I shall not withdraw or procure the withdrawal of
acceptances in respect of the Shares.
Voting Rights and Prejudicial Action
7. Until the Offer becomes or is declared unconditional in all respects,
lapses or is withdrawn:
7.1 I shall exercise or procure the exercise of the voting rights attached to
the Shares as instructed by Offeror on any resolution which would assist
implementation of the Offer if it were passed or rejected at a general or
class meeting of Offeree;
7.2 I shall not without the prior written consent of Offeror requisition or
join in the requisition of any general or class meeting of Offeree for
the purpose of considering any such resolution; and
7.3 I shall not take any action or make any statement which is or may be
prejudicial to the success of the Offer and will not communicate with any
person in relation to, nor discuss with any person, the terms of the
Offer or any matter relating to it without the prior consent of Offeror,
but this shall not apply to any communications or discussions with my
fellow directors and my or Offeree's professional advisers and shall not
prevent me from complying with my fiduciary duties as a director of
Offeree.
Consents
8. I agree to:
8.1 the issue of the Press Announcement in the terms attached (including the
reference to me);
8.2 details of this undertaking being set out in the Offer Document;
8.3 this undertaking being available for inspection during the offer period
(as defined in the Code).
Disclosure of Dealings
9. I shall supply you promptly on request with all information, including
details of my interests and dealings in securities of Offeree, and those
of any other person interested in the Shares, as may be required by the
Code for inclusion in the Offer Document. I shall notify you promptly of
any changes to such information.
Options
10. I am the holder of options to subscribe for Offeree Ordinary Shares as
specified in Part 2 of the Schedule. If I exercise my subscription rights
before the Offer lapses or is withdrawn, I shall accept the Offer in
respect of the Offeree Ordinary Shares subscribed for. If I do not
exercise my options before the Offer lapses or is withdrawn, and if
Offeror makes any proposals in respect of options which comply with the
requirements of the Code, I shall either accept such proposals in respect
of my options or allow my options to lapse.
Director's Undertakings
11. In my capacity as a director of Offeree, I undertake to use my reasonable
endeavours to procure that:
11.1 the Offer Document is accompanied by a letter from the directors of
Offeree to Offeree shareholders, in a form agreed with Offeror, in which
the directors unanimously recommend the Offer for acceptance to the
extent that such recommendation is not inconsistent with their duties as
director;
11.2 Offeree and its directors provide Offeror and its advisers with any
assistance and information, execute any documents and do anything
necessary to enable Offeror to:
11.2.1 make the Offer in accordance with the requirements of the UKLA,
the London Stock Exchange and the Code including, in particular,
the requirement to join with the other directors of Offeree in
making in the Offer Document a statement of responsibility in
relation to information concerning the Offeree Group and directors
of Offeree in the terms or to the effect required under Rule 19.2
of the Code;
11.2.2 despatch the Offer Document promptly; and
11.2.3 establish whether or not the conditions of the Offer are
satisfied;
11.3 unless Offeror agrees otherwise in writing, the business of the Offeree
Group is carried on in the ordinary and usual course until the Offer
becomes or is declared unconditional in all respects, lapses or is
withdrawn.
11.4 subject to any overriding fiduciary duty, I will, at all times while the
Offer is open for acceptance:
11.4.1 co-operate with Offeror and use all reasonable endeavours to
ensure the Offer becomes unconditional in all respects, including
(without limitation) the obtaining of any regulatory and third
party consents;
11.4.2 join in making and agreeing to extensions of relevant times and/or
dates under the Code to the extent necessary to enable documents
to be posted later than may otherwise be required or to enable the
Offer to remain open without becoming unconditional as to
acceptances or in all respects or lapsing, as the case may be;
11.5 subject to my fiduciary duties as a director, if the Offer becomes or is
declared unconditional in all respects, I will join with the other
directors of Offeree:
11.5.1 in approving the appointment as director(s) of Offeree of anyone
nominated by Offeror; and
11.5.2 in approving the appointment of any alternate director(s)
nominated by those newly appointed director(s).
Lapse of irrevocable Undertaking
12. This undertaking will lapse if:
12.1 the Press Announcement is not released by the time and date set out in
paragraph 1 above following approval of the board of directors of Offeror
or a duly authorised committee of the board;
12.2 the Offer Document is not posted to shareholders of Offeree within 28
days (or such longer period as the Panel may agree being not more than
six weeks) after the date of the Press Announcement; or
12.3 the Offer lapses or is withdrawn.
If the undertaking lapses, I shall have no claim against Offeror and
Offeror shall have no claim against me.
Remedy for Breach
13. I agree that damages would not be an adequate remedy for breach of this
undertaking.
Revised Offer
14. In this undertaking, the expression "Offer" extends to any improved or
revised offer (which, in the reasonable opinion of Lehman Brothers
International, represents no diminution in the value of the Offer) on
behalf of Offeror, whether voluntary or mandatory.
Governing Law
15. This undertaking is governed by English law.
SCHEDULE
PART 1
The Shares
Registered in the name of, and beneficially owned by, person giving the
undertaking.
1 2 3
No. of Exact name and address of Type of
Ordinary shares registered holder as Consideration
appearing on the register of
members
14,288
PART 2
The Option(s)
A. Executive Share Option Scheme
No. of Ordinary Shares Date of grant Exercise price
This document was signed as a deed the day and year first before written.
Signed as a deed and delivered )
by )
in the presence of: ) /s/ V. Oswald
) ----------------------
/s/ Julian Oswald Signature of witness
- ------------------------------
Julian Oswald Name of witness
- ------------------------------
Sudlows Address of witness
- ------------------------------
Shedfield
- ------------------------------
Southampton SO322HN
- ------------------------------
Company Director Occupation of witness
- ------------------------------
EXHIBIT 99 (d)(3)
IRREVOCABLE UNDERTAKING
TO: Schlumberger Limited
and any company within
its group through which
the Offer (as defined below)
is to be made ("Offeror")
February 2001
Dear Sirs,
Proposed Offer for Sema Plc (the "Offeree")
1. This letter, the terms of which are conditional on the Press Announcement
(as defined below) being released not later than a.m./p.m. on February
2001 (or such later time and/or date as the Offeree may agree), sets out
the basis on which I undertake to accept the offer to be made by the Offer
or (the "Offer") to acquire the whole of the issued and to be issued
ordinary share capital of the Offeree.
2. The Offer shall be made substantially on the terms of the attached draft
press announcement (the "Press Announcement") and any additional terms and
conditions as may be required to comply with the requirements of the City
Code on Takeovers and Mergers (the "Code"), the Financial Services
Authority acting in its capacity as the United Kingdom Listing Authority
("UKLA") and the London Stock Exchange.
Ownership of Shares
3. I warrant and undertake to you that:
3.1 I am the registered and beneficial holder of, and/or have all relevant
authority to accept the Offer in respect of, the number of ordinary shares
of l0p each in the capital of Offeree ("Offeree Ordinary Shares") specified
in Part I of the Schedule;
3.2 I hold those Offeree Ordinary Shares free from any lien, charge or other
encumbrance, equity or third party right of any nature and have the
capacity to transfer such Offeree Ordinary Shares on that basis, together
with all rights attaching thereto, including the right to all dividends and
other distributions (if any) declared, made or paid after the date hereof,
subject to any matters referred to in the Press Announcement; and
3.3 I have full power and authority to accept, or to procure the acceptance of,
the Offer in respect of those Offeree Ordinary Shares.
Irrevocable Acceptance of the Offer
4.1 I shall irrevocably accept, or procure the acceptance of, the Offer (or
any revised or increased offer which may be made by or on behalf of
Offeror) in respect of:
4.1.1 the Offeree Ordinary Shares specified in the first column of the
schedule;
4.1.2 any other Offeree Ordinary Shares which I acquire after signing
this undertaking; and
4.1.3 any other Offeree Ordinary Shares attributable to or deriving from
the shares referred to in paragraphs 4.1.1 and 4.1.2,
together the "Shares".
4.2 My irrevocable acceptance in respect of the Shares shall be made by 3.30
p.m. on the tenth business day (as defined in the Code) after the formal
document containing the Offer (the "Offer Document") is despatched to
shareholders of the Offeree (or in relation to Offeree Ordinary Shares
falling within either paragraph 4.1.2 or 4.1.3, as soon as practicable
after I become the registered holder of such Offeree Ordinary Shares) in
accordance with the procedure for acceptance set out in that document.
Powers of Attorney
5. In order to secure the performance of my obligations under paragraph 4, I
irrevocably appoint any director for the time being of Offeror to be my
attorney in my name and on my behalf to execute a Form or Forms of
Acceptance and/or such other documents and to do such other acts and
things as may be necessary to accept (or procure the acceptance of) the
Offer in respect of the Shares, provided that the appointment shall not
take effect until ten business days after the date of despatch of the
Offer Document and only then if I have failed to comply with my
obligations in paragraph 4.
No Withdrawal of Acceptance
6. Even if the terms of the Offer give accepting shareholders the right to
withdraw acceptances, I shall not withdraw or procure the withdrawal of
acceptances in respect of the Shares.
Voting Rights and Prejudicial Action
7. Until the Offer becomes or is declared unconditional in all respects,
lapses or is withdrawn:
7.1 I shall exercise or procure the exercise of the voting rights attached to
the Shares as instructed by Offeror on any resolution which would assist
implementation of the Offer if it were passed or rejected at a general or
class meeting of Offeree;
7.2 I shall not without the prior written consent of Offeror requisition or
join in the requisition of any general or class meeting of Offeree for
the purpose of considering any such resolution; and
7.3 I shall not take any action or make any statement which is or may be
prejudicial to the success of the Offer and will not communicate with any
person in relation to, nor discuss with any person, the terms of the
Offer or any matter relating to it without the prior consent of Offeror,
but this shall not apply to any communications or discussions with my
fellow directors and my or Offeree's professional advisers and shall not
prevent me from complying with my fiduciary duties as a director of
Offeree.
Consents
8. I agree to:
8.1 the issue of the Press Announcement in the terms attached (including the
reference to me);
8.2 details of this undertaking being set out in the Offer Document;
8.3 this undertaking being available for inspection during the offer period
(as defined in the Code).
Disclosure of Dealings
9. I shall supply you promptly on request with all information, including
details of my interests and dealings in securities of Offeree, and those
of any other person interested in the Shares, as may be required by the
Code for inclusion in the Offer Document. I shall notify you promptly of
any changes to such information.
Options
10. I am the holder of options to subscribe for Offeree Ordinary Shares as
specified in Part 2 of the Schedule. If I exercise my subscription rights
before the Offer lapses or is withdrawn, I shall accept the Offer in
respect of the Offeree Ordinary Shares subscribed for. If I do not
exercise my options before the Offer lapses or is withdrawn, and if
Offeror makes any proposals in respect of options which comply with the
requirements of the Code, I shall either accept such proposals in respect
of my options or allow my options to lapse.
Director's Undertakings
11. In my capacity as a director of Offeree, I undertake to use my reasonable
endeavours to procure that:
11.1 the Offer Document is accompanied by a letter from the directors of
Offeree to Offeree shareholders, in a form agreed with Offeror, in which
the directors unanimously recommend the Offer for acceptance to the
extent that such recommendation is not inconsistent with their duties as
director;
11.2 Offeree and its directors provide Offeror and its advisers with any
assistance and information, execute any documents and do anything
necessary to enable Offeror to:
11.2.1 make the Offer in accordance with the requirements of the UKLA,
the London Stock Exchange and the Code including, in particular,
the requirement to join with the other directors of Offeree in
making in the Offer Document a statement of responsibility in
relation to information concerning the Offeree Group and directors
of Offeree in the terms or to the effect required under Rule 19.2
of the Code;
11.2.2 despatch the Offer Document promptly; and
11.2.3 establish whether or not the conditions of the Offer are
satisfied;
11.3 unless Offeror agrees otherwise in writing, the business of the Offeree
Group is carried on in the ordinary and usual course until the Offer
becomes or is declared unconditional in all respects, lapses or is
withdrawn.
11.4 subject to any overriding fiduciary duty, I will, at all times while the
Offer is open for acceptance:
11.4.1 co-operate with Offeror and use all reasonable endeavours to
ensure the Offer becomes unconditional in all respects, including
(without limitation) the obtaining of any regulatory and third
party consents;
11.4.2 join in making and agreeing to extensions of relevant times and/or
dates under the Code to the extent necessary to enable documents
to be posted later than may otherwise be required or to enable the
Offer to remain open without becoming unconditional as to
acceptances or in all respects or lapsing, as the case may be;
11.5 subject to my fiduciary duties as a director, if the Offer becomes or is
declared unconditional in all respects, I will join with the other
directors of Offeree:
11.5.1 in approving the appointment as director(s) of Offeree of anyone
nominated by Offeror; and
11.5.2 in approving the appointment of any alternate director(s)
nominated by those newly appointed director(s).
Lapse of irrevocable Undertaking
12. This undertaking will lapse if:
12.1 the Press Announcement is not released by the time and date set out in
paragraph 1 above following approval of the board of directors of Offeror
or a duly authorised committee of the board;
12.2 the Offer Document is not posted to shareholders of Offeree within 28
days (or such longer period as the Panel may agree being not more than
six weeks) after the date of the Press Announcement; or
12.3 the Offer lapses or is withdrawn.
If the undertaking lapses, I shall have no claim against Offeror and
Offeror shall have no claim against me.
Remedy for Breach
13. I agree that damages would not be an adequate remedy for breach of this
undertaking.
Revised Offer
14. In this undertaking, the expression "Offer" extends to any improved or
revised offer (which, in the reasonable opinion of Lehman Brothers
International, represents no diminution in the value of the Offer) on
behalf of Offeror, whether voluntary or mandatory.
Governing Law
15. This undertaking is governed by English law.
SCHEDULE
PART 1
The Shares
Registered in the name of, and beneficially owned by, person giving the
undertaking.
1 2 3
No. of Exact name and address of Type of
Ordinary shares registered holder as Consideration
appearing on the register of
members
10,598
PART 2
The Option(s)
A. Executive Share Option Scheme
No. of Ordinary Shares Date of grant Exercise price
This document was signed as a deed the day and year first before written.
Signed as a deed and delivered )
by )
in the presence of: ) /s/ Julian Oswald
) ---------------------
/s/ V. Oswald Signature of witness
- ------------------------------
Veronica Oswald Name of witness
- ------------------------------
Sudlews Address of witness
- ------------------------------
Shedfield
- ------------------------------
Southampton SO322HN
- ------------------------------
Lady Occupation of witness
- ------------------------------
EXHIBIT 99(d)(4)
IRREVOCABLE UNDERTAKING
TO: Schlumberger Limited
and any company within
its group through which
the Offer (as defined below)
is to be made ("Offeror")
February 2001
Dear Sirs,
Proposed Offer for Sema Plc (the "Offeree")
1. This letter, the terms of which are conditional on the Press Announcement
(as defined below) being released not later than a.m./p.m. on February
2001 (or such later time and/or date as the Offeree may agree), sets out
the basis on which I undertake to accept the offer to be made by the Offer
or (the "Offer") to acquire the whole of the issued and to be issued
ordinary share capital of the Offeree.
2. The Offer shall be made substantially on the terms of the attached draft
press announcement (the "Press Announcement") and any additional terms and
conditions as may be required to comply with the requirements of the City
Code on Takeovers and Mergers (the "Code"), the Financial Services
Authority acting in its capacity as the United Kingdom Listing Authority
("UKLA") and the London Stock Exchange.
Ownership of Shares
3. I warrant and undertake to you that:
3.1 I am the registered and beneficial holder of, and/or have all relevant
authority to accept the Offer in respect of, the number of ordinary shares
of 10p each in the capital of Offeree ("Offeree Ordinary Shares") specified
in Part I of the Schedule;
3.2 I hold those Offeree Ordinary Shares free from any lien, charge or other
encumbrance, equity or third party right of any nature and have the
capacity to transfer such Offeree Ordinary Shares on that basis, together
with all rights attaching thereto, including the right to all dividends and
other distributions (if any) declared, made or paid after the date hereof,
subject to any matters referred to in the Press Announcement; and
3.3 I have full power and authority to accept, or to procure the acceptance of,
the Offer in respect of those Offeree Ordinary Shares.
Irrevocable Acceptance of the Offer
4.1 I shall irrevocably accept, or procure the acceptance of, the Offer (or
any revised or increased offer which may be made by or on behalf of
Offeror) in respect of:
4.1.1 the Offeree Ordinary Shares specified in the first column of the
schedule;
4.1.2 any other Offeree Ordinary Shares which I acquire after signing
this undertaking; and
4.1.3 any other Offeree Ordinary Shares attributable to or deriving from
the shares referred to in paragraphs 4.1.1 and 4.1.2,
together the "Shares".
4.2 My irrevocable acceptance in respect of the Shares shall be made by 3.30
p.m. on the tenth business day (as defined in the Code) after the formal
document containing the Offer (the "Offer Document") is despatched to
shareholders of the Offeree (or in relation to Offeree Ordinary Shares
falling within either paragraph 4.1.2 or 4.1.3, as soon as practicable
after I become the registered holder of such Offeree Ordinary Shares) in
accordance with the procedure for acceptance set out in that document.
Powers of Attorney
5. In order to secure the performance of my obligations under paragraph 4, I
irrevocably appoint any director for the time being of Offeror to be my
attorney in my name and on my behalf to execute a Form or Forms of
Acceptance and/or such other documents and to do such other acts and
things as may be necessary to accept (or procure the acceptance of) the
Offer in respect of the Shares, provided that the appointment shall not
take effect until ten business days after the date of despatch of the
Offer Document and only then if I have failed to comply with my
obligations in paragraph 4.
No Withdrawal of Acceptance
6. Even if the terms of the Offer give accepting shareholders the right to
withdraw acceptances, I shall not withdraw or procure the withdrawal of
acceptances in respect of the Shares.
Voting Rights and Prejudicial Action
7. Until the Offer becomes or is declared unconditional in all respects,
lapses or is withdrawn:
7.1 I shall exercise or procure the exercise of the voting rights attached to
the Shares as instructed by Offeror on any resolution which would assist
implementation of the Offer if it were passed or rejected at a general or
class meeting of Offeree;
7.2 I shall not without the prior written consent of Offeror requisition or
join in the requisition of any general or class meeting of Offeree for
the purpose of considering any such resolution; and
7.3 I shall not take any action or make any statement which is or may be
prejudicial to the success of the Offer and will not communicate with any
person in relation to, nor discuss with any person, the terms of the
Offer or any matter relating to it without the prior consent of Offeror,
but this shall not apply to any communications or discussions with my
fellow directors and my or Offeree's professional advisers and shall not
prevent me from complying with my fiduciary duties as a director of
Offeree.
Consents
8. I agree to:
8.1 the issue of the Press Announcement in the terms attached (including the
reference to me);
8.2 details of this undertaking being set out in the Offer Document;
8.3 this undertaking being available for inspection during the offer period
(as defined in the Code).
Disclosure of Dealings
9. I shall supply you promptly on request with all information, including
details of my interests and dealings in securities of Offeree, and those
of any other person interested in the Shares, as may be required by the
Code for inclusion in the Offer Document. I shall notify you promptly of
any changes to such information.
Options
10. I am the holder of options to subscribe for Offeree Ordinary Shares as
specified in Part 2 of the Schedule. If I exercise my subscription rights
before the Offer lapses or is withdrawn, I shall accept the Offer in
respect of the Offeree Ordinary Shares subscribed for. If I do not
exercise my options before the Offer lapses or is withdrawn, and if
Offeror makes any proposals in respect of options which comply with the
requirements of the Code, I shall either accept such proposals in respect
of my options or allow my options to lapse.
Director's Undertakings
11. In my capacity as a director of Offeree, I undertake to use my reasonable
endeavours to procure that:
11.1 the Offer Document is accompanied by a letter from the directors of
Offeree to Offeree shareholders, in a form agreed with Offeror, in which
the directors unanimously recommend the Offer for acceptance to the
extent that such recommendation is not inconsistent with their duties as
director;
11.2 Offeree and its directors provide Offeror and its advisers with any
assistance and information, execute any documents and do anything
necessary to enable Offeror to:
11.2.1 make the Offer in accordance with the requirements of the UKLA,
the London Stock Exchange and the Code including, in particular,
the requirement to join with the other directors of Offeree in
making in the Offer Document a statement of responsibility in
relation to information concerning the Offeree Group and directors
of Offeree in the terms or to the effect required under Rule 19.2
of the Code;
11.2.2 despatch the Offer Document promptly; and
11.2.3 establish whether or not the conditions of the Offer are
satisfied;
11.3 unless Offeror agrees otherwise in writing, the business of the Offeree
Group is carried on in the ordinary and usual course until the Offer
becomes or is declared unconditional in all respects, lapses or is
withdrawn.
11.4 subject to any overriding fiduciary duty, I will, at all times while the
Offer is open for acceptance:
11.4.1 co-operate with Offeror and use all reasonable endeavours to
ensure the Offer becomes unconditional in all respects, including
(without limitation) the obtaining of any regulatory and third
party consents;
11.4.2 join in making and agreeing to extensions of relevant times and/or
dates under the Code to the extent necessary to enable documents
to be posted later than may otherwise be required or to enable the
Offer to remain open without becoming unconditional as to
acceptances or in all respects or lapsing, as the case may be;
11.5 subject to my fiduciary duties as a director, if the Offer becomes or is
declared unconditional in all respects, I will join with the other
directors of Offeree:
11.5.1 in approving the appointment as director(s) of Offeree of anyone
nominated by Offeror; and
11.5.2 in approving the appointment of any alternate director(s)
nominated by those newly appointed director(s).
Lapse of irrevocable Undertaking
12. This undertaking will lapse if:
12.1 the Press Announcement is not released by the time and date set out in
paragraph 1 above following approval of the board of directors of Offeror
or a duly authorised committee of the board;
12.2 the Offer Document is not posted to shareholders of Offeree within 28
days (or such longer period as the Panel may agree being not more than
six weeks) after the date of the Press Announcement; or
12.3 the Offer lapses or is withdrawn.
If the undertaking lapses, I shall have no claim against Offeror and
Offeror shall have no claim against me.
Remedy for Breach
13. I agree that damages would not be an adequate remedy for breach of this
undertaking.
Revised Offer
14. In this undertaking, the expression "Offer" extends to any improved or
revised offer (which, in the reasonable opinion of Lehman Brothers
International, represents no diminution in the value of the Offer) on
behalf of Offeror, whether voluntary or mandatory.
Governing Law
15. This undertaking is governed by English law.
SCHEDULE
PART 1
The Shares
Registered in the name of, and beneficially owned by, person giving the
undertaking.
1 2 3
No. of Exact name and address of Type of
Ordinary shares registered holder as Consideration
appearing on the register of
members
360,116
PART 2
The Option(s)
A. Share Option Schemes
No. of Ordinary Shares Date of grant Exercise price
667,904
Loan Stock
Number
106,774
This document was signed as a deed the day and year first before written.
Signed as a deed and delivered )
by Pierre Bonelli )
in the presence of: ) /s/ Pierre Bonelli
) ---------------------
/s/ Billan Signature of witness
- ------------------------------
Billan Name of witness
- ------------------------------
6 Bd Emil Augier Address of witness
- ------------------------------
75116 Paris
- ------------------------------
- ------------------------------
Lawyer Occupation of witness
- ------------------------------
EXHIBIT 99(d)(5)
IRREVOCABLE UNDERTAKING
TO: Schlumberger Limited
and any company within
its group through which
the Offer (as defined below)
is to be made ("Offeror")
February 2001
Dear Sirs,
Proposed Offer for Sema Plc (the "Offeree")
1. This letter, the terms of which are conditional on the Press Announcement
(as defined below) being released not later than a.m./p.m. on February
2001 (or such later time and/or date as the Offeree may agree), sets out
the basis on which I undertake to accept the offer to be made by the Offer
or (the "Offer") to acquire the whole of the issued and to be issued
ordinary share capital of the Offeree.
2. The Offer shall be made substantially on the terms of the attached draft
press announcement (the "Press Announcement") and any additional terms and
conditions as may be required to comply with the requirements of the City
Code on Takeovers and Mergers (the "Code"), the Financial Services
Authority acting in its capacity as the United Kingdom Listing Authority
("UKLA") and the London Stock Exchange.
Ownership of Shares
3. I warrant and undertake to you that:
3.1 I am the registered and beneficial holder of, and/or have all relevant
authority to accept the Offer in respect of, the number of ordinary shares
of 10p each in the capital of Offeree ("Offeree Ordinary Shares") specified
in Part I of the Schedule;
3.2 I hold those Offeree Ordinary Shares free from any lien, charge or other
encumbrance, equity or third party right of any nature and have the
capacity to transfer such Offeree Ordinary Shares on that basis, together
with all rights attaching thereto, including the right to all dividends and
other distributions (if any) declared, made or paid after the date hereof,
subject to any matters referred to in the Press Announcement; and
3.3 I have full power and authority to accept, or to procure the acceptance of,
the Offer in respect of those Offeree Ordinary Shares.
Irrevocable Acceptance of the Offer
4.1 I shall irrevocably accept, or procure the acceptance of, the Offer (or
any revised or increased offer which may be made by or on behalf of
Offeror) in respect of:
4.1.1 the Offeree Ordinary Shares specified in the first column of the
schedule;
4.1.2 any other Offeree Ordinary Shares which I acquire after signing
this undertaking; and
4.1.3 any other Offeree Ordinary Shares attributable to or deriving from
the shares referred to in paragraphs 4.1.1 and 4.1.2,
together the "Shares".
4.2 My irrevocable acceptance in respect of the Shares shall be made by 3.30
p.m. on the tenth business day (as defined in the Code) after the formal
document containing the Offer (the "Offer Document") is despatched to
shareholders of the Offeree (or in relation to Offeree Ordinary Shares
falling within either paragraph 4.1.2 or 4.1.3, as soon as practicable
after I become the registered holder of such Offeree Ordinary Shares) in
accordance with the procedure for acceptance set out in that document.
Powers of Attorney
5. In order to secure the performance of my obligations under paragraph 4, I
irrevocably appoint any director for the time being of Offeror to be my
attorney in my name and on my behalf to execute a Form or Forms of
Acceptance and/or such other documents and to do such other acts and
things as may be necessary to accept (or procure the acceptance of) the
Offer in respect of the Shares, provided that the appointment shall not
take effect until ten business days after the date of despatch of the
Offer Document and only then if I have failed to comply with my
obligations in paragraph 4.
No Withdrawal of Acceptance
6. Even if the terms of the Offer give accepting shareholders the right to
withdraw acceptances, I shall not withdraw or procure the withdrawal of
acceptances in respect of the Shares.
Voting Rights and Prejudicial Action
7. Until the Offer becomes or is declared unconditional in all respects,
lapses or is withdrawn:
7.1 I shall exercise or procure the exercise of the voting rights attached to
the Shares as instructed by Offeror on any resolution which would assist
implementation of the Offer if it were passed or rejected at a general or
class meeting of Offeree;
7.2 I shall not without the prior written consent of Offeror requisition or
join in the requisition of any general or class meeting of Offeree for
the purpose of considering any such resolution; and
7.3 I shall not take any action or make any statement which is or may be
prejudicial to the success of the Offer and will not communicate with any
person in relation to, nor discuss with any person, the terms of the
Offer or any matter relating to it without the prior consent of Offeror,
but this shall not apply to any communications or discussions with my
fellow directors and my or Offeree's professional advisers and shall not
prevent me from complying with my fiduciary duties as a director of
Offeree.
Consents
8. I agree to:
8.1 the issue of the Press Announcement in the terms attached (including the
reference to me);
8.2 details of this undertaking being set out in the Offer Document;
8.3 this undertaking being available for inspection during the offer period
(as defined in the Code).
Disclosure of Dealings
9. I shall supply you promptly on request with all information, including
details of my interests and dealings in securities of Offeree, and those
of any other person interested in the Shares, as may be required by the
Code for inclusion in the Offer Document. I shall notify you promptly of
any changes to such information.
Options
10. I am the holder of options to subscribe for Offeree Ordinary Shares as
specified in Part 2 of the Schedule. If I exercise my subscription rights
before the Offer lapses or is withdrawn, I shall accept the Offer in
respect of the Offeree Ordinary Shares subscribed for. If I do not
exercise my options before the Offer lapses or is withdrawn, and if
Offeror makes any proposals in respect of options which comply with the
requirements of the Code, I shall either accept such proposals in respect
of my options or allow my options to lapse.
Director's Undertakings
11. In my capacity as a director of Offeree, I undertake to use my reasonable
endeavours to procure that:
11.1 the Offer Document is accompanied by a letter from the directors of
Offeree to Offeree shareholders, in a form agreed with Offeror, in which
the directors unanimously recommend the Offer for acceptance to the
extent that such recommendation is not inconsistent with their duties as
director;
11.2 Offeree and its directors provide Offeror and its advisers with any
assistance and information, execute any documents and do anything
necessary to enable Offeror to:
11.2.1 make the Offer in accordance with the requirements of the UKLA,
the London Stock Exchange and the Code including, in particular,
the requirement to join with the other directors of Offeree in
making in the Offer Document a statement of responsibility in
relation to information concerning the Offeree Group and directors
of Offeree in the terms or to the effect required under Rule 19.2
of the Code;
11.2.2 despatch the Offer Document promptly; and
11.2.3 establish whether or not the conditions of the Offer are
satisfied;
11.3 unless Offeror agrees otherwise in writing, the business of the Offeree
Group is carried on in the ordinary and usual course until the Offer
becomes or is declared unconditional in all respects, lapses or is
withdrawn.
11.4 subject to any overriding fiduciary duty, I will, at all times while the
Offer is open for acceptance:
11.4.1 co-operate with Offeror and use all reasonable endeavours to
ensure the Offer becomes unconditional in all respects, including
(without limitation) the obtaining of any regulatory and third
party consents;
11.4.2 join in making and agreeing to extensions of relevant times and/or
dates under the Code to the extent necessary to enable documents
to be posted later than may otherwise be required or to enable the
Offer to remain open without becoming unconditional as to
acceptances or in all respects or lapsing, as the case may be;
11.5 subject to my fiduciary duties as a director, if the Offer becomes or is
declared unconditional in all respects, I will join with the other
directors of Offeree:
11.5.1 in approving the appointment as director(s) of Offeree of anyone
nominated by Offeror; and
11.5.2 in approving the appointment of any alternate director(s)
nominated by those newly appointed director(s).
Lapse of irrevocable Undertaking
12. This undertaking will lapse if:
12.1 the Press Announcement is not released by the time and date set out in
paragraph 1 above following approval of the board of directors of Offeror
or a duly authorised committee of the board;
12.2 the Offer Document is not posted to shareholders of Offeree within 28
days (or such longer period as the Panel may agree being not more than
six weeks) after the date of the Press Announcement; or
12.3 the Offer lapses or is withdrawn.
If the undertaking lapses, I shall have no claim against Offeror and
Offeror shall have no claim against me.
Remedy for Breach
13. I agree that damages would not be an adequate remedy for breach of this
undertaking.
Revised Offer
14. In this undertaking, the expression "Offer" extends to any improved or
revised offer (which, in the reasonable opinion of Lehman Brothers
International, represents no diminution in the value of the Offer) on
behalf of Offeror, whether voluntary or mandatory.
Governing Law
15. This undertaking is governed by English law.
SCHEDULE
PART 1
The Shares
Registered in the name of, and beneficially owned by, person giving the
undertaking.
1 2 3
No. of Exact name and address of Type of
Ordinary shares registered holder as Consideration
appearing on the register of
members
25,612
PART 2
The Option(s)
A. Share Option Schemes
No. of Ordinary Shares Date of grant Exercise price
149,463
Loan Stock
Number
55,533
This document was signed as a deed the day and year first before written.
Signed as a deed and delivered )
by William Bitan )
In the presence of: ) /s/ William Bitan
) ---------------------
/s/ Billan Signature of witness
- ------------------------------
Billan Name of witness
- ------------------------------
6 Bd Augier Address of witness
- ------------------------------
75116 Paris
- ------------------------------
- ------------------------------
Lawyer Occupation of witness
- ------------------------------
EXHIBIT 99 (d)(6)
IRREVOCABLE UNDERTAKING
TO: Schlumberger Limited
and any company within
its group through which
the Offer (as defined below)
is to be made ("Offeror")
February 2001
Dear Sirs,
Proposed Offer for Sema Plc (the "Offeree")
1. This letter, the terms of which are conditional on the Press Announcement
(as defined below) being released not later than a.m./p.m. on February
2001 (or such later time and/or date as the Offeree may agree), sets out
the basis on which I undertake to accept the offer to be made by the Offer
or (the "Offer") to acquire the whole of the issued and to be issued
ordinary share capital of the Offeree.
2. The Offer shall be made substantially on the terms of the attached draft
press announcement (the "Press Announcement") and any additional terms and
conditions as may be required to comply with the requirements of the City
Code on Takeovers and Mergers (the "Code"), the Financial Services
Authority acting in its capacity as the United Kingdom Listing Authority
("UKLA") and the London Stock Exchange.
Ownership of Shares
3. I warrant and undertake to you that:
3.1 I am the registered and beneficial holder of, and/or have all relevant
authority to accept the Offer in respect of, the number of ordinary shares
of 10p each in the capital of Offeree ("Offeree Ordinary Shares") specified
in Part I of the Schedule;
3.2 I hold those Offeree Ordinary Shares free from any lien, charge or other
encumbrance, equity or third party right of any nature and have the
capacity to transfer such Offeree Ordinary Shares on that basis, together
with all rights attaching thereto, including the right to all dividends and
other distributions (if any) declared, made or paid after the date hereof,
subject to any matters referred to in the Press Announcement; and
3.3 I have full power and authority to accept, or to procure the acceptance of,
the Offer in respect of those Offeree Ordinary Shares.
Irrevocable Acceptance of the Offer
4.1 I shall irrevocably accept, or procure the acceptance of, the Offer (or
any revised or increased offer which may be made by or on behalf of
Offeror) in respect of:
4.1.1 the Offeree Ordinary Shares specified in the first column of the
schedule;
4.1.2 any other Offeree Ordinary Shares which I acquire after signing
this undertaking; and
4.1.3 any other Offeree Ordinary Shares attributable to or deriving from
the shares referred to in paragraphs 4.1.1 and 4.1.2,
together the "Shares".
4.2 My irrevocable acceptance in respect of the Shares shall be made by 3.30
p.m. on the tenth business day (as defined in the Code) after the formal
document containing the Offer (the "Offer Document") is despatched to
shareholders of the Offeree (or in relation to Offeree Ordinary Shares
falling within either paragraph 4.1.2 or 4.1.3, as soon as practicable
after I become the registered holder of such Offeree Ordinary Shares) in
accordance with the procedure for acceptance set out in that document.
Powers of Attorney
5. In order to secure the performance of my obligations under paragraph 4, I
irrevocably appoint any director for the time being of Offeror to be my
attorney in my name and on my behalf to execute a Form or Forms of
Acceptance and/or such other documents and to do such other acts and
things as may be necessary to accept (or procure the acceptance of) the
Offer in respect of the Shares, provided that the appointment shall not
take effect until ten business days after the date of despatch of the
Offer Document and only then if I have failed to comply with my
obligations in paragraph 4.
No Withdrawal of Acceptance
6. Even if the terms of the Offer give accepting shareholders the right to
withdraw acceptances, I shall not withdraw or procure the withdrawal of
acceptances in respect of the Shares.
Voting Rights and Prejudicial Action
7. Until the Offer becomes or is declared unconditional in all respects,
lapses or is withdrawn:
7.1 I shall exercise or procure the exercise of the voting rights attached to
the Shares as instructed by Offeror on any resolution which would assist
implementation of the Offer if it were passed or rejected at a general or
class meeting of Offeree;
7.2 I shall not without the prior written consent of Offeror requisition or
join in the requisition of any general or class meeting of Offeree for
the purpose of considering any such resolution; and
7.3 I shall not take any action or make any statement which is or may be
prejudicial to the success of the Offer and will not communicate with any
person in relation to, nor discuss with any person, the terms of the
Offer or any matter relating to it without the prior consent of Offeror,
but this shall not apply to any communications or discussions with my
fellow directors and my or Offeree's professional advisers and shall not
prevent me from complying with my fiduciary duties as a director of
Offeree.
Consents
8. I agree to:
8.1 the issue of the Press Announcement in the terms attached (including the
reference to me);
8.2 details of this undertaking being set out in the Offer Document;
8.3 this undertaking being available for inspection during the offer period
(as defined in the Code).
Disclosure of Dealings
9. I shall supply you promptly on request with all information, including
details of my interests and dealings in securities of Offeree, and those
of any other person interested in the Shares, as may be required by the
Code for inclusion in the Offer Document. I shall notify you promptly of
any changes to such information.
Options
10. I am the holder of options to subscribe for Offeree Ordinary Shares as
specified in Part 2 of the Schedule. If I exercise my subscription rights
before the Offer lapses or is withdrawn, I shall accept the Offer in
respect of the Offeree Ordinary Shares subscribed for. If I do not
exercise my options before the Offer lapses or is withdrawn, and if
Offeror makes any proposals in respect of options which comply with the
requirements of the Code, I shall either accept such proposals in respect
of my options or allow my options to lapse.
Director's Undertakings
11. In my capacity as a director of Offeree, I undertake to use my reasonable
endeavours to procure that:
11.1 the Offer Document is accompanied by a letter from the directors of
Offeree to Offeree shareholders, in a form agreed with Offeror, in which
the directors unanimously recommend the Offer for acceptance to the
extent that such recommendation is not inconsistent with their duties as
director;
11.2 Offeree and its directors provide Offeror and its advisers with any
assistance and information, execute any documents and do anything
necessary to enable Offeror to:
11.2.1 make the Offer in accordance with the requirements of the UKLA,
the London Stock Exchange and the Code including, in particular,
the requirement to join with the other directors of Offeree in
making in the Offer Document a statement of responsibility in
relation to information concerning the Offeree Group and directors
of Offeree in the terms or to the effect required under Rule 19.2
of the Code;
11.2.2 despatch the Offer Document promptly; and
11.2.3 establish whether or not the conditions of the Offer are
satisfied;
11.3 unless Offeror agrees otherwise in writing, the business of the Offeree
Group is carried on in the ordinary and usual course until the Offer
becomes or is declared unconditional in all respects, lapses or is
withdrawn.
11.4 subject to any overriding fiduciary duty, I will, at all times while the
Offer is open for acceptance:
11.4.1 co-operate with Offeror and use all reasonable endeavours to
ensure the Offer becomes unconditional in all respects, including
(without limitation) the obtaining of any regulatory and third
party consents;
11.4.2 join in making and agreeing to extensions of relevant times and/or
dates under the Code to the extent necessary to enable documents
to be posted later than may otherwise be required or to enable the
Offer to remain open without becoming unconditional as to
acceptances or in all respects or lapsing, as the case may be;
11.5 subject to my fiduciary duties as a director, if the Offer becomes or is
declared unconditional in all respects, I will join with the other
directors of Offeree:
11.5.1 in approving the appointment as director(s) of Offeree of anyone
nominated by Offeror; and
11.5.2 in approving the appointment of any alternate director(s)
nominated by those newly appointed director(s).
Lapse of irrevocable Undertaking
12. This undertaking will lapse if:
12.1 the Press Announcement is not released by the time and date set out in
paragraph 1 above following approval of the board of directors of Offeror
or a duly authorised committee of the board;
12.2 the Offer Document is not posted to shareholders of Offeree within 28
days (or such longer period as the Panel may agree being not more than
six weeks) after the date of the Press Announcement; or
12.3 the Offer lapses or is withdrawn.
If the undertaking lapses, I shall have no claim against Offeror and
Offeror shall have no claim against me.
Remedy for Breach
13. I agree that damages would not be an adequate remedy for breach of this
undertaking.
Revised Offer
14. In this undertaking, the expression "Offer" extends to any improved or
revised offer (which, in the reasonable opinion of Lehman Brothers
International, represents no diminution in the value of the Offer) on
behalf of Offeror, whether voluntary or mandatory.
Governing Law
15. This undertaking is governed by English law.
SCHEDULE
PART 1
The Shares
Registered in the name of, and beneficially owned by, person giving the
undertaking.
1 2 3
No. of Exact name and address of Type of
Ordinary shares registered holder as Consideration
appearing on the register of
members
120 COSSON LIG
5 rue Maurice Rand
92210 St Cloud France
PART 2
The Option(s)
A. Executive Share Option Scheme
No. of Ordinary Shares Date of grant Exercise price
None
This document was signed as a deed the day and year first before written.
Signed as a deed and delivered )
by ) /s/ Gilles Cosson
in the presence of: ) -----------------------------------
)
/s/ Quelin Monique Signature of witness
- --------------------------------
QUELIN MONIQUE Name of witness
- --------------------------------
43 rue de l'Opera Address of witness
- --------------------------------
75002 Paris
- --------------------------------
- --------------------------------
Secretary Occupation of witness
- --------------------------------
EXHIBIT 99 (d)(7)
IRREVOCABLE UNDERTAKING
TO: Schlumberger Limited
and any company within
its group through which
the Offer (as defined below)
is to be made ("Offeror")
February 2001
Dear Sirs,
Proposed Offer for Sema Plc (the "Offeree")
1. This letter, the terms of which are conditional on the Press Announcement
(as defined below) being released not later than a.m./p.m. on February
2001 (or such later time and/or date as the Offeree may agree), sets out
the basis on which I undertake to accept the offer to be made by the Offer
or (the "Offer") to acquire the whole of the issued and to be issued
ordinary share capital of the Offeree.
2. The Offer shall be made substantially on the terms of the attached draft
press announcement (the "Press Announcement") and any additional terms and
conditions as may be required to comply with the requirements of the City
Code on Takeovers and Mergers (the "Code"), the Financial Services
Authority acting in its capacity as the United Kingdom Listing Authority
("UKLA") and the London Stock Exchange.
Ownership of Shares
3. I warrant and undertake to you that:
3.1 I am the registered and beneficial holder of, and/or have all relevant
authority to accept the Offer in respect of, the number of ordinary shares
of 10p each in the capital of Offeree ("Offeree Ordinary Shares") specified
in Part I of the Schedule;
3.2 I hold those Offeree Ordinary Shares free from any lien, charge or other
encumbrance, equity or third party right of any nature and have the
capacity to transfer such Offeree Ordinary Shares on that basis, together
with all rights attaching thereto, including the right to all dividends and
other distributions (if any) declared, made or paid after the date hereof,
subject to any matters referred to in the Press Announcement; and
3.3 I have full power and authority to accept, or to procure the acceptance of,
the Offer in respect of those Offeree Ordinary Shares.
Irrevocable Acceptance of the Offer
4.1 I shall irrevocably accept, or procure the acceptance of, the Offer (or
any revised or increased offer which may be made by or on behalf of
Offeror) in respect of:
4.1.1 the Offeree Ordinary Shares specified in the first column of the
schedule;
4.1.2 any other Offeree Ordinary Shares which I acquire after signing
this undertaking; and
4.1.3 any other Offeree Ordinary Shares attributable to or deriving from
the shares referred to in paragraphs 4.1.1 and 4.1.2,
together the "Shares".
4.2 My irrevocable acceptance in respect of the Shares shall be made by 3.30
p.m. on the tenth business day (as defined in the Code) after the formal
document containing the Offer (the "Offer Document") is despatched to
shareholders of the Offeree (or in relation to Offeree Ordinary Shares
falling within either paragraph 4.1.2 or 4.1.3, as soon as practicable
after I become the registered holder of such Offeree Ordinary Shares) in
accordance with the procedure for acceptance set out in that document.
Powers of Attorney
5. In order to secure the performance of my obligations under paragraph 4, I
irrevocably appoint any director for the time being of Offeror to be my
attorney in my name and on my behalf to execute a Form or Forms of
Acceptance and/or such other documents and to do such other acts and
things as may be necessary to accept (or procure the acceptance of) the
Offer in respect of the Shares, provided that the appointment shall not
take effect until ten business days after the date of despatch of the
Offer Document and only then if I have failed to comply with my
obligations in paragraph 4.
No Withdrawal of Acceptance
6. Even if the terms of the Offer give accepting shareholders the right to
withdraw acceptances, I shall not withdraw or procure the withdrawal of
acceptances in respect of the Shares.
Voting Rights and Prejudicial Action
7. Until the Offer becomes or is declared unconditional in all respects,
lapses or is withdrawn:
7.1 I shall exercise or procure the exercise of the voting rights attached to
the Shares as instructed by Offeror on any resolution which would assist
implementation of the Offer if it were passed or rejected at a general or
class meeting of Offeree;
7.2 I shall not without the prior written consent of Offeror requisition or
join in the requisition of any general or class meeting of Offeree for
the purpose of considering any such resolution; and
7.3 I shall not take any action or make any statement which is or may be
prejudicial to the success of the Offer and will not communicate with any
person in relation to, nor discuss with any person, the terms of the
Offer or any matter relating to it without the prior consent of Offeror,
but this shall not apply to any communications or discussions with my
fellow directors and my or Offeree's professional advisers and shall not
prevent me from complying with my fiduciary duties as a director of
Offeree.
Consents
8. I agree to:
8.1 the issue of the Press Announcement in the terms attached (including the
reference to me);
8.2 details of this undertaking being set out in the Offer Document;
8.3 this undertaking being available for inspection during the offer period
(as defined in the Code).
Disclosure of Dealings
9. I shall supply you promptly on request with all information, including
details of my interests and dealings in securities of Offeree, and those
of any other person interested in the Shares, as may be required by the
Code for inclusion in the Offer Document. I shall notify you promptly of
any changes to such information.
Options
10. I am the holder of options to subscribe for Offeree Ordinary Shares as
specified in Part 2 of the Schedule. If I exercise my subscription rights
before the Offer lapses or is withdrawn, I shall accept the Offer in
respect of the Offeree Ordinary Shares subscribed for. If I do not
exercise my options before the Offer lapses or is withdrawn, and if
Offeror makes any proposals in respect of options which comply with the
requirements of the Code, I shall either accept such proposals in respect
of my options or allow my options to lapse.
Director's Undertakings
11. In my capacity as a director of Offeree, I undertake to use my reasonable
endeavours to procure that:
11.1 the Offer Document is accompanied by a letter from the directors of
Offeree to Offeree shareholders, in a form agreed with Offeror, in which
the directors unanimously recommend the Offer for acceptance to the
extent that such recommendation is not inconsistent with their duties as
director;
11.2 Offeree and its directors provide Offeror and its advisers with any
assistance and information, execute any documents and do anything
necessary to enable Offeror to:
11.2.1 make the Offer in accordance with the requirements of the UKLA,
the London Stock Exchange and the Code including, in particular,
the requirement to join with the other directors of Offeree in
making in the Offer Document a statement of responsibility in
relation to information concerning the Offeree Group and directors
of Offeree in the terms or to the effect required under Rule 19.2
of the Code;
11.2.2 despatch the Offer Document promptly; and
11.2.3 establish whether or not the conditions of the Offer are
satisfied;
11.3 unless Offeror agrees otherwise in writing, the business of the Offeree
Group is carried on in the ordinary and usual course until the Offer
becomes or is declared unconditional in all respects, lapses or is
withdrawn.
11.4 subject to any overriding fiduciary duty, I will, at all times while the
Offer is open for acceptance:
11.4.1 co-operate with Offeror and use all reasonable endeavours to
ensure the Offer becomes unconditional in all respects, including
(without limitation) the obtaining of any regulatory and third
party consents;
11.4.2 join in making and agreeing to extensions of relevant times and/or
dates under the Code to the extent necessary to enable documents
to be posted later than may otherwise be required or to enable the
Offer to remain open without becoming unconditional as to
acceptances or in all respects or lapsing, as the case may be;
11.5 subject to my fiduciary duties as a director, if the Offer becomes or is
declared unconditional in all respects, I will join with the other
directors of Offeree:
11.5.1 in approving the appointment as director(s) of Offeree of anyone
nominated by Offeror; and
11.5.2 in approving the appointment of any alternate director(s)
nominated by those newly appointed director(s).
Lapse of irrevocable Undertaking
12. This undertaking will lapse if:
12.1 the Press Announcement is not released by the time and date set out in
paragraph 1 above following approval of the board of directors of Offeror
or a duly authorised committee of the board;
12.2 the Offer Document is not posted to shareholders of Offeree within 28
days (or such longer period as the Panel may agree being not more than
six weeks) after the date of the Press Announcement; or
12.3 the Offer lapses or is withdrawn.
If the undertaking lapses, I shall have no claim against Offeror and
Offeror shall have no claim against me.
Remedy for Breach
13. I agree that damages would not be an adequate remedy for breach of this
undertaking.
Revised Offer
14. In this undertaking, the expression "Offer" extends to any improved or
revised offer (which, in the reasonable opinion of Lehman Brothers
International, represents no diminution in the value of the Offer) on
behalf of Offeror, whether voluntary or mandatory.
Governing Law
15. This undertaking is governed by English law.
SCHEDULE
PART 1
The Shares
Registered in the name of, and beneficially owned by, person giving the
undertaking.
1 2 3
No. of Exact name and address of Type of
Ordinary shares: 120 registered holder as Consideration
appearing on the register of
members
RNP - Parisas
(probably through sicovatt)
This document was signed as a deed the day and year first before written.
Signed as a deed and delivered )
by HERVE COUFFIN ) /s/ HERVE COUFFIN
in the presence of: ) ------------------------------------
/s/ ELISABETH COUFFIN
- --------------------------------- Signature of witness
ELISABETH COUFFIN
- --------------------------------- Name of witness
20, Ave De Loupchamp
- --------------------------------- Address of witness
ST CLOUD - FRANCE
- ---------------------------------
CONSULTANT
- --------------------------------- Occupation of witness
EXHIBIT 99 (d)(8)
IRREVOCABLE UNDERTAKING
TO: Schlumberger Limited
and any company within
its group through which
the Offer (as defined below)
is to be made ("Offeror")
February 2001
Dear Sirs,
Proposed Offer for Sema Plc (the "Offeree")
1. This letter, the terms of which are conditional on the Press Announcement
(as defined below) being released not later than a.m./p.m. on February
2001 (or such later time and/or date as the Offeree may agree), sets out
the basis on which I undertake to accept the offer to be made by the Offer
or (the "Offer") to acquire the whole of the issued and to be issued
ordinary share capital of the Offeree.
2. The Offer shall be made substantially on the terms of the attached draft
press announcement (the "Press Announcement") and any additional terms and
conditions as may be required to comply with the requirements of the City
Code on Takeovers and Mergers (the "Code"), the Financial Services
Authority acting in its capacity as the United Kingdom Listing Authority
("UKLA") and the London Stock Exchange.
Ownership of Shares
3. I warrant and undertake to you that:
3.1 I am the registered and beneficial holder of, and/or have all relevant
authority to accept the Offer in respect of, the number of ordinary shares
of 10p each in the capital of Offeree ("Offeree Ordinary Shares") specified
in Part I of the Schedule;
3.2 I hold those Offeree Ordinary Shares free from any lien, charge or other
encumbrance, equity or third party right of any nature and have the
capacity to transfer such Offeree Ordinary Shares on that basis, together
with all rights attaching thereto, including the right to all dividends and
other distributions (if any) declared, made or paid after the date hereof,
subject to any matters referred to in the Press Announcement; and
3.3 I have full power and authority to accept, or to procure the acceptance of,
the Offer in respect of those Offeree Ordinary Shares.
Irrevocable Acceptance of the Offer
4.1 I shall irrevocably accept, or procure the acceptance of, the Offer (or
any revised or increased offer which may be made by or on behalf of
Offeror) in respect of:
4.1.1 the Offeree Ordinary Shares specified in the first column of the
schedule;
4.1.2 any other Offeree Ordinary Shares which I acquire after signing
this undertaking; and
4.1.3 any other Offeree Ordinary Shares attributable to or deriving from
the shares referred to in paragraphs 4.1.1 and 4.1.2,
together the "Shares".
4.2 My irrevocable acceptance in respect of the Shares shall be made by 3.30
p.m. on the tenth business day (as defined in the Code) after the formal
document containing the Offer (the "Offer Document") is despatched to
shareholders of the Offeree (or in relation to Offeree Ordinary Shares
falling within either paragraph 4.1.2 or 4.1.3, as soon as practicable
after I become the registered holder of such Offeree Ordinary Shares) in
accordance with the procedure for acceptance set out in that document.
Powers of Attorney
5. In order to secure the performance of my obligations under paragraph 4, I
irrevocably appoint any director for the time being of Offeror to be my
attorney in my name and on my behalf to execute a Form or Forms of
Acceptance and/or such other documents and to do such other acts and
things as may be necessary to accept (or procure the acceptance of) the
Offer in respect of the Shares, provided that the appointment shall not
take effect until ten business days after the date of despatch of the
Offer Document and only then if I have failed to comply with my
obligations in paragraph 4.
No Withdrawal of Acceptance
6. Even if the terms of the Offer give accepting shareholders the right to
withdraw acceptances, I shall not withdraw or procure the withdrawal of
acceptances in respect of the Shares.
Voting Rights and Prejudicial Action
7. Until the Offer becomes or is declared unconditional in all respects,
lapses or is withdrawn:
7.1 I shall exercise or procure the exercise of the voting rights attached to
the Shares as instructed by Offeror on any resolution which would assist
implementation of the Offer if it were passed or rejected at a general or
class meeting of Offeree;
7.2 I shall not without the prior written consent of Offeror requisition or
join in the requisition of any general or class meeting of Offeree for
the purpose of considering any such resolution; and
7.3 I shall not take any action or make any statement which is or may be
prejudicial to the success of the Offer and will not communicate with any
person in relation to, nor discuss with any person, the terms of the
Offer or any matter relating to it without the prior consent of Offeror,
but this shall not apply to any communications or discussions with my
fellow directors and my or Offeree's professional advisers and shall not
prevent me from complying with my fiduciary duties as a director of
Offeree.
Consents
8. I agree to:
8.1 the issue of the Press Announcement in the terms attached (including the
reference to me);
8.2 details of this undertaking being set out in the Offer Document;
8.3 this undertaking being available for inspection during the offer period
(as defined in the Code).
Disclosure of Dealings
9. I shall supply you promptly on request with all information, including
details of my interests and dealings in securities of Offeree, and those
of any other person interested in the Shares, as may be required by the
Code for inclusion in the Offer Document. I shall notify you promptly of
any changes to such information.
Options
10. I am the holder of options to subscribe for Offeree Ordinary Shares as
specified in Part 2 of the Schedule. If I exercise my subscription rights
before the Offer lapses or is withdrawn, I shall accept the Offer in
respect of the Offeree Ordinary Shares subscribed for. If I do not
exercise my options before the Offer lapses or is withdrawn, and if
Offeror makes any proposals in respect of options which comply with the
requirements of the Code, I shall either accept such proposals in respect
of my options or allow my options to lapse.
Director's Undertakings
11. In my capacity as a director of Offeree, I undertake to use my reasonable
endeavours to procure that:
11.1 the Offer Document is accompanied by a letter from the directors of
Offeree to Offeree shareholders, in a form agreed with Offeror, in which
the directors unanimously recommend the Offer for acceptance to the
extent that such recommendation is not inconsistent with their duties as
director;
11.2 Offeree and its directors provide Offeror and its advisers with any
assistance and information, execute any documents and do anything
necessary to enable Offeror to:
11.2.1 make the Offer in accordance with the requirements of the UKLA,
the London Stock Exchange and the Code including, in particular,
the requirement to join with the other directors of Offeree in
making in the Offer Document a statement of responsibility in
relation to information concerning the Offeree Group and directors
of Offeree in the terms or to the effect required under Rule 19.2
of the Code;
11.2.2 despatch the Offer Document promptly; and
11.2.3 establish whether or not the conditions of the Offer are
satisfied;
11.3 unless Offeror agrees otherwise in writing, the business of the Offeree
Group is carried on in the ordinary and usual course until the Offer
becomes or is declared unconditional in all respects, lapses or is
withdrawn.
11.4 subject to any overriding fiduciary duty, I will, at all times while the
Offer is open for acceptance:
11.4.1 co-operate with Offeror and use all reasonable endeavours to
ensure the Offer becomes unconditional in all respects, including
(without limitation) the obtaining of any regulatory and third
party consents;
11.4.2 join in making and agreeing to extensions of relevant times and/or
dates under the Code to the extent necessary to enable documents
to be posted later than may otherwise be required or to enable the
Offer to remain open without becoming unconditional as to
acceptances or in all respects or lapsing, as the case may be;
11.5 subject to my fiduciary duties as a director, if the Offer becomes or is
declared unconditional in all respects, I will join with the other
directors of Offeree:
11.5.1 in approving the appointment as director(s) of Offeree of anyone
nominated by Offeror; and
11.5.2 in approving the appointment of any alternate director(s)
nominated by those newly appointed director(s).
Lapse of irrevocable Undertaking
12. This undertaking will lapse if:
12.1 the Press Announcement is not released by the time and date set out in
paragraph 1 above following approval of the board of directors of Offeror
or a duly authorised committee of the board;
12.2 the Offer Document is not posted to shareholders of Offeree within 28
days (or such longer period as the Panel may agree being not more than
six weeks) after the date of the Press Announcement; or
12.3 the Offer lapses or is withdrawn.
If the undertaking lapses, I shall have no claim against Offeror and
Offeror shall have no claim against me.
Remedy for Breach
13. I agree that damages would not be an adequate remedy for breach of this
undertaking.
Revised Offer
14. In this undertaking, the expression "Offer" extends to any improved or
revised offer (which, in the reasonable opinion of Lehman Brothers
International, represents no diminution in the value of the Offer) on
behalf of Offeror, whether voluntary or mandatory.
Governing Law
15. This undertaking is governed by English law.
SCHEDULE
PART 1
The Shares
Registered in the name of, and beneficially owned by, person giving the
undertaking.
1 2 3
No. of Exact name and address of Type of
Ordinary shares registered holder as Consideration
appearing of the register of
members
10 Pascal Viginier
7, Rue Jobbe Duval
75015 Paris
PART 2
The Option(s)
A. Share Option Schemes
No. of Ordinary Shares Date of grant Exercise price
This document was signed as a deed the day and year first before written.
Signed as a deed and delivered )
by )
in the presence of: ) /s/ Pascal Viginier
) -------------------
/s/ Jean Marc Lafond Signature of witness
- --------------------
Jean Marc Lafond Name of witness
- --------------------
168, rue Maurice Address of witness
- --------------------
Anoux - 92120
- --------------------
Montrouge - France
- --------------------
Head of the Office Occupation of witness
- --------------------
EXHIBIT 99 (d)(9)
IRREVOCABLE UNDERTAKING
TO: Schlumberger Limited
and any company within
its group through which
the Offer (as defined below)
is to be made ("Offeror")
February 2001
Dear Sirs,
Proposed Offer for Sema Plc (the "Offeree")
1. This letter, the terms of which are conditional on the Press Announcement
(as defined below) being released not later than a.m./p.m. on February
2001 (or such later time and/or date as the Offeree may agree), sets out
the basis on which I undertake to accept the offer to be made by the Offer
or (the "Offer") to acquire the whole of the issued and to be issued
ordinary share capital of the Offeree.
2. The Offer shall be made substantially on the terms of the attached draft
press announcement (the "Press Announcement") and any additional terms and
conditions as may be required to comply with the requirements of the City
Code on Takeovers and Mergers (the "Code"), the Financial Services
Authority acting in its capacity as the United Kingdom Listing Authority
("UKLA") and the London Stock Exchange.
Ownership of Shares
3. I warrant and undertake to you that:
3.1 I am the registered and beneficial holder of, and/or have all relevant
authority to accept the Offer in respect of, the number of ordinary shares
of 10p each in the capital of Offeree ("Offeree Ordinary Shares") specified
in Part I of the Schedule;
3.2 I hold those Offeree Ordinary Shares free from any lien, charge or other
encumbrance, equity or third party right of any nature and have the
capacity to transfer such Offeree Ordinary Shares on that basis, together
with all rights attaching thereto, including the right to all dividends and
other distributions (if any) declared, made or paid after the date hereof,
subject to any matters referred to in the Press Announcement; and
3.3 I have full power and authority to accept, or to procure the acceptance of,
the Offer in respect of those Offeree Ordinary Shares.
Irrevocable Acceptance of the Offer
4.1 I shall irrevocably accept, or procure the acceptance of, the Offer (or
any revised or increased offer which may be made by or on behalf of
Offeror) in respect of:
4.1.1 the Offeree Ordinary Shares specified in the first column of the
schedule;
4.1.2 any other Offeree Ordinary Shares which I acquire after signing
this undertaking; and
4.1.3 any other Offeree Ordinary Shares attributable to or deriving from
the shares referred to in paragraphs 4.1.1 and 4.1.2,
together the "Shares".
4.2 My irrevocable acceptance in respect of the Shares shall be made by 3.30
p.m. on the tenth business day (as defined in the Code) after the formal
document containing the Offer (the "Offer Document") is despatched to
shareholders of the Offeree (or in relation to Offeree Ordinary Shares
falling within either paragraph 4.1.2 or 4.1.3, as soon as practicable
after I become the registered holder of such Offeree Ordinary Shares) in
accordance with the procedure for acceptance set out in that document.
Powers of Attorney
5. In order to secure the performance of my obligations under paragraph 4, I
irrevocably appoint any director for the time being of Offeror to be my
attorney in my name and on my behalf to execute a Form or Forms of
Acceptance and/or such other documents and to do such other acts and
things as may be necessary to accept (or procure the acceptance of) the
Offer in respect of the Shares, provided that the appointment shall not
take effect until ten business days after the date of despatch of the
Offer Document and only then if I have failed to comply with my
obligations in paragraph 4.
No Withdrawal of Acceptance
6. Even if the terms of the Offer give accepting shareholders the right to
withdraw acceptances, I shall not withdraw or procure the withdrawal of
acceptances in respect of the Shares.
Voting Rights and Prejudicial Action
7. Until the Offer becomes or is declared unconditional in all respects,
lapses or is withdrawn:
7.1 I shall exercise or procure the exercise of the voting rights attached to
the Shares as instructed by Offeror on any resolution which would assist
implementation of the Offer if it were passed or rejected at a general or
class meeting of Offeree;
7.2 I shall not without the prior written consent of Offeror requisition or
join in the requisition of any general or class meeting of Offeree for
the purpose of considering any such resolution; and
7.3 I shall not take any action or make any statement which is or may be
prejudicial to the success of the Offer and will not communicate with any
person in relation to, nor discuss with any person, the terms of the
Offer or any matter relating to it without the prior consent of Offeror,
but this shall not apply to any communications or discussions with my
fellow directors and my or Offeree's professional advisers and shall not
prevent me from complying with my fiduciary duties as a director of
Offeree.
Consents
8. I agree to:
8.1 the issue of the Press Announcement in the terms attached (including the
reference to me);
8.2 details of this undertaking being set out in the Offer Document;
8.3 this undertaking being available for inspection during the offer period
(as defined in the Code).
Disclosure of Dealings
9. I shall supply you promptly on request with all information, including
details of my interests and dealings in securities of Offeree, and those
of any other person interested in the Shares, as may be required by the
Code for inclusion in the Offer Document. I shall notify you promptly of
any changes to such information.
Options
10. I am the holder of options to subscribe for Offeree Ordinary Shares as
specified in Part 2 of the Schedule. If I exercise my subscription rights
before the Offer lapses or is withdrawn, I shall accept the Offer in
respect of the Offeree Ordinary Shares subscribed for. If I do not
exercise my options before the Offer lapses or is withdrawn, and if
Offeror makes any proposals in respect of options which comply with the
requirements of the Code, I shall either accept such proposals in respect
of my options or allow my options to lapse.
Director's Undertakings
11. In my capacity as a director of Offeree, I undertake to use my reasonable
endeavours to procure that:
11.1 the Offer Document is accompanied by a letter from the directors of
Offeree to Offeree shareholders, in a form agreed with Offeror, in which
the directors unanimously recommend the Offer for acceptance to the
extent that such recommendation is not inconsistent with their duties as
director;
11.2 Offeree and its directors provide Offeror and its advisers with any
assistance and information, execute any documents and do anything
necessary to enable Offeror to:
11.2.1 make the Offer in accordance with the requirements of the UKLA,
the London Stock Exchange and the Code including, in particular,
the requirement to join with the other directors of Offeree in
making in the Offer Document a statement of responsibility in
relation to information concerning the Offeree Group and directors
of Offeree in the terms or to the effect required under Rule 19.2
of the Code;
11.2.2 despatch the Offer Document promptly; and
11.2.3 establish whether or not the conditions of the Offer are
satisfied;
11.3 unless Offeror agrees otherwise in writing, the business of the Offeree
Group is carried on in the ordinary and usual course until the Offer
becomes or is declared unconditional in all respects, lapses or is
withdrawn.
11.4 subject to any overriding fiduciary duty, I will, at all times while the
Offer is open for acceptance:
11.4.1 co-operate with Offeror and use all reasonable endeavours to
ensure the Offer becomes unconditional in all respects, including
(without limitation) the obtaining of any regulatory and third
party consents;
11.4.2 join in making and agreeing to extensions of relevant times and/or
dates under the Code to the extent necessary to enable documents
to be posted later than may otherwise be required or to enable the
Offer to remain open without becoming unconditional as to
acceptances or in all respects or lapsing, as the case may be;
11.5 subject to my fiduciary duties as a director, if the Offer becomes or is
declared unconditional in all respects, I will join with the other
directors of Offeree:
11.5.1 in approving the appointment as director(s) of Offeree of anyone
nominated by Offeror; and
11.5.2 in approving the appointment of any alternate director(s)
nominated by those newly appointed director(s).
Lapse of irrevocable Undertaking
12. This undertaking will lapse if:
12.1 the Press Announcement is not released by the time and date set out in
paragraph 1 above following approval of the board of directors of Offeror
or a duly authorised committee of the board;
12.2 the Offer Document is not posted to shareholders of Offeree within 28
days (or such longer period as the Panel may agree being not more than
six weeks) after the date of the Press Announcement; or
12.3 the Offer lapses or is withdrawn.
If the undertaking lapses, I shall have no claim against Offeror and
Offeror shall have no claim against me.
Remedy for Breach
13. I agree that damages would not be an adequate remedy for breach of this
undertaking.
Revised Offer
14. In this undertaking, the expression "Offer" extends to any improved or
revised offer (which, in the reasonable opinion of Lehman Brothers
International, represents no diminution in the value of the Offer) on
behalf of Offeror, whether voluntary or mandatory.
Governing Law
15. This undertaking is governed by English law.
SCHEDULE
PART 1
The Shares
Registered in the name of, and beneficially owned by, person giving the
undertaking.
1 2 3
No. of Exact name and address of Type of
Ordinary shares registered holder as Consideration
appearing on the register of
members
46,728 Frank Stevenson Jones.
37 Middle Field Lane
Hagley
Stourbridge
West Midlands
DY9 OPY
PART 2
The Option(s)
A. Share Option Schemes
No. of Ordinary Shares Date of grant Exercise price
30,849 14/10/98 4.80
100,000 24/5/00 7.26
20,000 31/5/00 9.30
B. Loan Stock. (Non Interest Bearing Convertible Subordinated Unsecured Loan
Stock).
40,714 6/7/98
37,321 15/10/99
This document was signed as a deed the day and year first before written.
Signed as a deed and delivered )
by ) /s/ Frank Jones
in the presence of ) ---------------------------------
)
/s/ D. Jones Signature of witness
- ---------------------------------
DOROTHY JONES Name of witness
- ---------------------------------
37 MIDDLEFIELD LANE Address of witness
- ---------------------------------
HAGLEY WORCS
- ---------------------------------
DY9 OPY
- ---------------------------------
EXHIBIT 99 (d)(10)
IRREVOCABLE UNDERTAKING
TO: Schlumberger Limited
and any company within
its group through which
the Offer (as defined below)
is to be made ("Offeror")
February 2001
Dear Sirs,
Proposed Offer for Sema Plc (the "Offeree")
1. This letter, the terms of which are conditional on the Press Announcement
(as defined below) being released not later than a.m./p.m. on February
2001 (or such later time and/or date as the Offeree may agree), sets out
the basis on which I undertake to accept the offer to be made by the Offer
or (the "Offer") to acquire the whole of the issued and to be issued
ordinary share capital of the Offeree.
2. The Offer shall be made substantially on the terms of the attached draft
press announcement (the "Press Announcement") and any additional terms and
conditions as may be required to comply with the requirements of the City
Code on Takeovers and Mergers (the "Code"), the Financial Services
Authority acting in its capacity as the United Kingdom Listing Authority
("UKLA") and the London Stock Exchange.
Ownership of Shares
3. I warrant and undertake to you that:
3.1 I am the registered and beneficial holder of, and/or have all relevant
authority to accept the Offer in respect of, the number of ordinary shares
of 10p each in the capital of Offeree ("Offeree Ordinary Shares") specified
in Part I of the Schedule;
3.2 I hold those Offeree Ordinary Shares free from any lien, charge or other
encumbrance, equity or third party right of any nature and have the
capacity to transfer such Offeree Ordinary Shares on that basis, together
with all rights attaching thereto, including the right to all dividends and
other distributions (if any) declared, made or paid after the date hereof,
subject to any matters referred to in the Press Announcement; and
3.3 I have full power and authority to accept, or to procure the acceptance of,
the Offer in respect of those Offeree Ordinary Shares.
Irrevocable Acceptance of the Offer
4.1 I shall irrevocably accept, or procure the acceptance of, the Offer (or
any revised or increased offer which may be made by or on behalf of
Offeror) in respect of:
4.1.1 the Offeree Ordinary Shares specified in the first column of the
schedule;
4.1.2 any other Offeree Ordinary Shares which I acquire after signing
this undertaking; and
4.1.3 any other Offeree Ordinary Shares attributable to or deriving from
the shares referred to in paragraphs 4.1.1 and 4.1.2,
together the "Shares".
4.2 My irrevocable acceptance in respect of the Shares shall be made by 3.30
p.m. on the tenth business day (as defined in the Code) after the formal
document containing the Offer (the "Offer Document") is despatched to
shareholders of the Offeree (or in relation to Offeree Ordinary Shares
falling within either paragraph 4.1.2 or 4.1.3, as soon as practicable
after I become the registered holder of such Offeree Ordinary Shares) in
accordance with the procedure for acceptance set out in that document.
Powers of Attorney
5. In order to secure the performance of my obligations under paragraph 4, I
irrevocably appoint any director for the time being of Offeror to be my
attorney in my name and on my behalf to execute a Form or Forms of
Acceptance and/or such other documents and to do such other acts and
things as may be necessary to accept (or procure the acceptance of) the
Offer in respect of the Shares, provided that the appointment shall not
take effect until ten business days after the date of despatch of the
Offer Document and only then if I have failed to comply with my
obligations in paragraph 4.
No Withdrawal of Acceptance
6. Even if the terms of the Offer give accepting shareholders the right to
withdraw acceptances, I shall not withdraw or procure the withdrawal of
acceptances in respect of the Shares.
Voting Rights and Prejudicial Action
7. Until the Offer becomes or is declared unconditional in all respects,
lapses or is withdrawn:
7.1 I shall exercise or procure the exercise of the voting rights attached to
the Shares as instructed by Offeror on any resolution which would assist
implementation of the Offer if it were passed or rejected at a general or
class meeting of Offeree;
7.2 I shall not without the prior written consent of Offeror requisition or
join in the requisition of any general or class meeting of Offeree for
the purpose of considering any such resolution; and
7.3 I shall not take any action or make any statement which is or may be
prejudicial to the success of the Offer and will not communicate with any
person in relation to, nor discuss with any person, the terms of the
Offer or any matter relating to it without the prior consent of Offeror,
but this shall not apply to any communications or discussions with my
fellow directors and my or Offeree's professional advisers and shall not
prevent me from complying with my fiduciary duties as a director of
Offeree.
Consents
8. I agree to:
8.1 the issue of the Press Announcement in the terms attached (including the
reference to me);
8.2 details of this undertaking being set out in the Offer Document;
8.3 this undertaking being available for inspection during the offer period
(as defined in the Code).
Disclosure of Dealings
9. I shall supply you promptly on request with all information, including
details of my interests and dealings in securities of Offeree, and those
of any other person interested in the Shares, as may be required by the
Code for inclusion in the Offer Document. I shall notify you promptly of
any changes to such information.
Options
10. I am the holder of options to subscribe for Offeree Ordinary Shares as
specified in Part 2 of the Schedule. If I exercise my subscription rights
before the Offer lapses or is withdrawn, I shall accept the Offer in
respect of the Offeree Ordinary Shares subscribed for. If I do not
exercise my options before the Offer lapses or is withdrawn, and if
Offeror makes any proposals in respect of options which comply with the
requirements of the Code, I shall either accept such proposals in respect
of my options or allow my options to lapse.
Director's Undertakings
11. In my capacity as a director of Offeree, I undertake to use my reasonable
endeavours to procure that:
11.1 the Offer Document is accompanied by a letter from the directors of
Offeree to Offeree shareholders, in a form agreed with Offeror, in which
the directors unanimously recommend the Offer for acceptance to the
extent that such recommendation is not inconsistent with their duties as
director;
11.2 Offeree and its directors provide Offeror and its advisers with any
assistance and information, execute any documents and do anything
necessary to enable Offeror to:
11.2.1 make the Offer in accordance with the requirements of the UKLA,
the London Stock Exchange and the Code including, in particular,
the requirement to join with the other directors of Offeree in
making in the Offer Document a statement of responsibility in
relation to information concerning the Offeree Group and directors
of Offeree in the terms or to the effect required under Rule 19.2
of the Code;
11.2.2 despatch the Offer Document promptly; and
11.2.3 establish whether or not the conditions of the Offer are
satisfied;
11.3 unless Offeror agrees otherwise in writing, the business of the Offeree
Group is carried on in the ordinary and usual course until the Offer
becomes or is declared unconditional in all respects, lapses or is
withdrawn.
11.4 subject to any overriding fiduciary duty, I will, at all times while the
Offer is open for acceptance:
11.4.1 co-operate with Offeror and use all reasonable endeavours to
ensure the Offer becomes unconditional in all respects, including
(without limitation) the obtaining of any regulatory and third
party consents;
11.4.2 join in making and agreeing to extensions of relevant times and/or
dates under the Code to the extent necessary to enable documents
to be posted later than may otherwise be required or to enable the
Offer to remain open without becoming unconditional as to
acceptances or in all respects or lapsing, as the case may be;
11.5 subject to my fiduciary duties as a director, if the Offer becomes or is
declared unconditional in all respects, I will join with the other
directors of Offeree:
11.5.1 in approving the appointment as director(s) of Offeree of anyone
nominated by Offeror; and
11.5.2 in approving the appointment of any alternate director(s)
nominated by those newly appointed director(s).
Lapse of irrevocable Undertaking
12. This undertaking will lapse if:
12.1 the Press Announcement is not released by the time and date set out in
paragraph 1 above following approval of the board of directors of Offeror
or a duly authorised committee of the board;
12.2 the Offer Document is not posted to shareholders of Offeree within 28
days (or such longer period as the Panel may agree being not more than
six weeks) after the date of the Press Announcement; or
12.3 the Offer lapses or is withdrawn.
If the undertaking lapses, I shall have no claim against Offeror and
Offeror shall have no claim against me.
Remedy for Breach
13. I agree that damages would not be an adequate remedy for breach of this
undertaking.
Revised Offer
14. In this undertaking, the expression "Offer" extends to any improved or
revised offer (which, in the reasonable opinion of Lehman Brothers
International, represents no diminution in the value of the Offer) on
behalf of Offeror, whether voluntary or mandatory.
Governing Law
15. This undertaking is governed by English law.
SCHEDULE
PART 1
The Shares
Registered in the name of, and beneficially owned by, person giving the
undertaking.
1 2 3
No. of Exact name and address of Type of
Ordinary shares registered holder as Consideration
appearing on the register of
members
28,500 W.H. and B. Fryer
9 GLENHEADON RISE
LEATHERHEAD
SURREY KT22 8QT
PART 2
The Option(s)
A. Share Option Schemes
No. of Ordinary Shares Date of grant Exercise price
This document was signed as a deed the day and year first before written.
Signed as a deed and delivered )
by ) /s/ W.H. FRYER
in the presence of: ) /s/ B. FRYER
) --------------------------
/s/ S.A. SHABANKAREH Signature of witness
- ------------------------------
S.A. SHABANKAREH Name of witness
- ------------------------------
7 GLENHEADON RISE Address of witness
- ------------------------------
LEATHERHEAD
- ------------------------------
SURREY KT22 8QT
- ------------------------------
IT MANAGER Occupation of witness
- ------------------------------
EXHIBIT 99 (d) (11)
IRREVOCABLE UNDERTAKING
TO: Schlumberger Limited
and any company within
its group through which
the Offer (as defined below)
is to be made ("Offeror")
February 2001
Dear Sirs,
Proposed Offer for Sema Plc (the "Offeree")
1. This letter, the terms of which are conditional on the Press Announcement
(as defined below) being released not later than a.m./p.m. on February
2001 (or such later time and/or date as the Offeree may agree), sets out
the basis on which I undertake to accept the offer to be made by the Offer
or (the "Offer") to acquire the whole of the issued and to be issued
ordinary share capital of the Offeree.
2. The Offer shall be made substantially on the terms of the attached draft
press announcement (the "Press Announcement") and any additional terms and
conditions as may be required to comply with the requirements of the City
Code on Takeovers and Mergers (the "Code"), the Financial Services
Authority acting in its capacity as the United Kingdom Listing Authority
("UKLA") and the London Stock Exchange.
Ownership of Shares
3. I warrant and undertake to you that:
3.1 I am the registered and beneficial holder of, and/or have all relevant
authority to accept the Offer in respect of, the number of ordinary shares
of 10p each in the capital of Offeree ("Offeree Ordinary Shares") specified
in Part I of the Schedule;
3.2 I hold those Offeree Ordinary Shares free from any lien, charge or other
encumbrance, equity or third party right of any nature and have the
capacity to transfer such Offeree Ordinary Shares on that basis, together
with all rights attaching thereto, including the right to all dividends and
other distributions (if any) declared, made or paid after the date hereof,
subject to any matters referred to in the Press Announcement; and
3.3 I have full power and authority to accept, or to procure the acceptance of,
the Offer in respect of those Offeree Ordinary Shares.
Irrevocable Acceptance of the Offer
4.1 I shall irrevocably accept, or procure the acceptance of, the Offer (or
any revised or increased offer which may be made by or on behalf of
Offeror) in respect of:
4.1.1 the Offeree Ordinary Shares specified in the first column of the
schedule;
4.1.2 any other Offeree Ordinary Shares which I acquire after signing
this undertaking; and
4.1.3 any other Offeree Ordinary Shares attributable to or deriving from
the shares referred to in paragraphs 4.1.1 and 4.1.2,
together the "Shares".
4.2 My irrevocable acceptance in respect of the Shares shall be made by 3.30
p.m. on the tenth business day (as defined in the Code) after the formal
document containing the Offer (the "Offer Document") is despatched to
shareholders of the Offeree (or in relation to Offeree Ordinary Shares
falling within either paragraph 4.1.2 or 4.1.3, as soon as practicable
after I become the registered holder of such Offeree Ordinary Shares) in
accordance with the procedure for acceptance set out in that document.
Powers of Attorney
5. In order to secure the performance of my obligations under paragraph 4, I
irrevocably appoint any director for the time being of Offeror to be my
attorney in my name and on my behalf to execute a Form or Forms of
Acceptance and/or such other documents and to do such other acts and
things as may be necessary to accept (or procure the acceptance of) the
Offer in respect of the Shares, provided that the appointment shall not
take effect until ten business days after the date of despatch of the
Offer Document and only then if I have failed to comply with my
obligations in paragraph 4.
No Withdrawal of Acceptance
6. Even if the terms of the Offer give accepting shareholders the right to
withdraw acceptances, I shall not withdraw or procure the withdrawal of
acceptances in respect of the Shares.
Voting Rights and Prejudicial Action
7. Until the Offer becomes or is declared unconditional in all respects,
lapses or is withdrawn:
7.1 I shall exercise or procure the exercise of the voting rights attached to
the Shares as instructed by Offeror on any resolution which would assist
implementation of the Offer if it were passed or rejected at a general or
class meeting of Offeree;
7.2 I shall not without the prior written consent of Offeror requisition or
join in the requisition of any general or class meeting of Offeree for
the purpose of considering any such resolution; and
7.3 I shall not take any action or make any statement which is or may be
prejudicial to the success of the Offer and will not communicate with any
person in relation to, nor discuss with any person, the terms of the
Offer or any matter relating to it without the prior consent of Offeror,
but this shall not apply to any communications or discussions with my
fellow directors and my or Offeree's professional advisers and shall not
prevent me from complying with my fiduciary duties as a director of
Offeree.
Consents
8. I agree to:
8.1 the issue of the Press Announcement in the terms attached (including the
reference to me);
8.2 details of this undertaking being set out in the Offer Document;
8.3 this undertaking being available for inspection during the offer period
(as defined in the Code).
Disclosure of Dealings
9. I shall supply you promptly on request with all information, including
details of my interests and dealings in securities of Offeree, and those
of any other person interested in the Shares, as may be required by the
Code for inclusion in the Offer Document. I shall notify you promptly of
any changes to such information.
Options
10. I am the holder of options to subscribe for Offeree Ordinary Shares as
specified in Part 2 of the Schedule. If I exercise my subscription rights
before the Offer lapses or is withdrawn, I shall accept the Offer in
respect of the Offeree Ordinary Shares subscribed for. If I do not
exercise my options before the Offer lapses or is withdrawn, and if
Offeror makes any proposals in respect of options which comply with the
requirements of the Code, I shall either accept such proposals in respect
of my options or allow my options to lapse.
Director's Undertakings
11. In my capacity as a director of Offeree, I undertake to use my reasonable
endeavours to procure that:
11.1 the Offer Document is accompanied by a letter from the directors of
Offeree to Offeree shareholders, in a form agreed with Offeror, in which
the directors unanimously recommend the Offer for acceptance to the
extent that such recommendation is not inconsistent with their duties as
director;
11.2 Offeree and its directors provide Offeror and its advisers with any
assistance and information, execute any documents and do anything
necessary to enable Offeror to:
11.2.1 make the Offer in accordance with the requirements of the UKLA,
the London Stock Exchange and the Code including, in particular,
the requirement to join with the other directors of Offeree in
making in the Offer Document a statement of responsibility in
relation to information concerning the Offeree Group and directors
of Offeree in the terms or to the effect required under Rule 19.2
of the Code;
11.2.2 despatch the Offer Document promptly; and
11.2.3 establish whether or not the conditions of the Offer are
satisfied;
11.3 unless Offeror agrees otherwise in writing, the business of the Offeree
Group is carried on in the ordinary and usual course until the Offer
becomes or is declared unconditional in all respects, lapses or is
withdrawn.
11.4 subject to any overriding fiduciary duty, I will, at all times while the
Offer is open for acceptance:
11.4.1 co-operate with Offeror and use all reasonable endeavours to
ensure the Offer becomes unconditional in all respects, including
(without limitation) the obtaining of any regulatory and third
party consents;
11.4.2 join in making and agreeing to extensions of relevant times and/or
dates under the Code to the extent necessary to enable documents
to be posted later than may otherwise be required or to enable the
Offer to remain open without becoming unconditional as to
acceptances or in all respects or lapsing, as the case may be;
11.5 subject to my fiduciary duties as a director, if the Offer becomes or is
declared unconditional in all respects, I will join with the other
directors of Offeree:
11.5.1 in approving the appointment as director(s) of Offeree of anyone
nominated by Offeror; and
11.5.2 in approving the appointment of any alternate director(s)
nominated by those newly appointed director(s).
Lapse of irrevocable Undertaking
12. This undertaking will lapse if:
12.1 the Press Announcement is not released by the time and date set out in
paragraph 1 above following approval of the board of directors of Offeror
or a duly authorised committee of the board;
12.2 the Offer Document is not posted to shareholders of Offeree within 28
days (or such longer period as the Panel may agree being not more than
six weeks) after the date of the Press Announcement; or
12.3 the Offer lapses or is withdrawn.
If the undertaking lapses, I shall have no claim against Offeror and
Offeror shall have no claim against me.
Remedy for Breach
13. I agree that damages would not be an adequate remedy for breach of this
undertaking.
Revised Offer
14. In this undertaking, the expression "Offer" extends to any improved or
revised offer (which, in the reasonable opinion of Lehman Brothers
International, represents no diminution in the value of the Offer) on
behalf of Offeror, whether voluntary or mandatory.
Governing Law
15. This undertaking is governed by English law.
SCHEDULE
PART 1
The Shares
Registered in the name of, and beneficially owned by, person giving the
undertaking.
1 2 3
No. of Exact name and address of Type of
Ordinary shares registered holder as Consideration
appearing on the register of
members
PART 2
The Option(s)
A. Executive Share Option Scheme
No. of Ordinary Shares Date of grant Exercise price
110,000
B. Save As You Earn Option Scheme
No. of Ordinary Shares Date of grant Exercise price
1,322
Loan Stock
Number
57,431
This document was signed as a deed the day and year first before written.
Signed as deed and delivered )
by ) /s/ Tidu Maini
in the presence of: ) --------------------------------
)
/s/ Paul O'Dwyer Signature of witness
- -----------------------------
PAUL O'DWYER Name of witness
- -----------------------------
95 EALING VILLAGE Address of witness
- -----------------------------
EALING
- -----------------------------
LONDON W5 2EA.
- -----------------------------
Chartered Secretary
- -----------------------------
EXHIBIT 99 (d) (12)
IRREVOCABLE UNDERTAKING
TO: Schlumberger Limited
and any company within
its group through which
the Offer (as defined below)
is to be made ("Offeror")
February 2001
Dear Sirs,
Proposed Offer for Sema Plc (the "Offeree")
1. This letter, the terms of which are conditional on the Press Announcement
(as defined below) being released not later than a.m./p.m. on February
2001 (or such later time and/or date as the Offeree may agree), sets out
the basis on which I undertake to accept the offer to be made by the Offer
or (the "Offer") to acquire the whole of the issued and to be issued
ordinary share capital of the Offeree.
2. The Offer shall be made substantially on the terms of the attached draft
press announcement (the "Press Announcement") and any additional terms and
conditions as may be required to comply with the requirements of the City
Code on Takeovers and Mergers (the "Code"), the Financial Services
Authority acting in its capacity as the United Kingdom Listing Authority
("UKLA") and the London Stock Exchange.
Ownership of Shares
3. I warrant and undertake to you that:
3.1 I am the registered and beneficial holder of, and/or have all relevant
authority to accept the Offer in respect of, the number of ordinary shares
of 10p each in the capital of Offeree ("Offeree Ordinary Shares") specified
in Part I of the Schedule;
3.2 I hold those Offeree Ordinary Shares free from any lien, charge or other
encumbrance, equity or third party right of any nature and have the
capacity to transfer such Offeree Ordinary Shares on that basis, together
with all rights attaching thereto, including the right to all dividends and
other distributions (if any) declared, made or paid after the date hereof,
subject to any matters referred to in the Press Announcement; and
3.3 I have full power and authority to accept, or to procure the acceptance of,
the Offer in respect of those Offeree Ordinary Shares.
Irrevocable Acceptance of the Offer
4.1 I shall irrevocably accept, or procure the acceptance of, the Offer (or
any revised or increased offer which may be made by or on behalf of
Offeror) in respect of:
4.1.1 the Offeree Ordinary Shares specified in the first column of the
schedule;
4.1.2 any other Offeree Ordinary Shares which I acquire after signing
this undertaking; and
4.1.3 any other Offeree Ordinary Shares attributable to or deriving from
the shares referred to in paragraphs 4.1.1 and 4.1.2,
together the "Shares".
4.2 My irrevocable acceptance in respect of the Shares shall be made by 3.30
p.m. on the tenth business day (as defined in the Code) after the formal
document containing the Offer (the "Offer Document") is despatched to
shareholders of the Offeree (or in relation to Offeree Ordinary Shares
falling within either paragraph 4.1.2 or 4.1.3, as soon as practicable
after I become the registered holder of such Offeree Ordinary Shares) in
accordance with the procedure for acceptance set out in that document.
Powers of Attorney
5. In order to secure the performance of my obligations under paragraph 4, I
irrevocably appoint any director for the time being of Offeror to be my
attorney in my name and on my behalf to execute a Form or Forms of
Acceptance and/or such other documents and to do such other acts and
things as may be necessary to accept (or procure the acceptance of) the
Offer in respect of the Shares, provided that the appointment shall not
take effect until ten business days after the date of despatch of the
Offer Document and only then if I have failed to comply with my
obligations in paragraph 4.
No Withdrawal of Acceptance
6. Even if the terms of the Offer give accepting shareholders the right to
withdraw acceptances, I shall not withdraw or procure the withdrawal of
acceptances in respect of the Shares.
Voting Rights and Prejudicial Action
7. Until the Offer becomes or is declared unconditional in all respects,
lapses or is withdrawn:
7.1 I shall exercise or procure the exercise of the voting rights attached to
the Shares as instructed by Offeror on any resolution which would assist
implementation of the Offer if it were passed or rejected at a general or
class meeting of Offeree;
7.2 I shall not without the prior written consent of Offeror requisition or
join in the requisition of any general or class meeting of Offeree for
the purpose of considering any such resolution; and
7.3 I shall not take any action or make any statement which is or may be
prejudicial to the success of the Offer and will not communicate with any
person in relation to, nor discuss with any person, the terms of the
Offer or any matter relating to it without the prior consent of Offeror,
but this shall not apply to any communications or discussions with my
fellow directors and my or Offeree's professional advisers and shall not
prevent me from complying with my fiduciary duties as a director of
Offeree.
Consents
8. I agree to:
8.1 the issue of the Press Announcement in the terms attached (including the
reference to me);
8.2 details of this undertaking being set out in the Offer Document;
8.3 this undertaking being available for inspection during the offer period
(as defined in the Code).
Disclosure of Dealings
9. I shall supply you promptly on request with all information, including
details of my interests and dealings in securities of Offeree, and those
of any other person interested in the Shares, as may be required by the
Code for inclusion in the Offer Document. I shall notify you promptly of
any changes to such information.
Options
10. I am the holder of options to subscribe for Offeree Ordinary Shares as
specified in Part 2 of the Schedule. If I exercise my subscription rights
before the Offer lapses or is withdrawn, I shall accept the Offer in
respect of the Offeree Ordinary Shares subscribed for. If I do not
exercise my options before the Offer lapses or is withdrawn, and if
Offeror makes any proposals in respect of options which comply with the
requirements of the Code, I shall either accept such proposals in respect
of my options or allow my options to lapse.
Director's Undertakings
11. In my capacity as a director of Offeree, I undertake to use my reasonable
endeavours to procure that:
11.1 the Offer Document is accompanied by a letter from the directors of
Offeree to Offeree shareholders, in a form agreed with Offeror, in which
the directors unanimously recommend the Offer for acceptance to the
extent that such recommendation is not inconsistent with their duties as
director;
11.2 Offeree and its directors provide Offeror and its advisers with any
assistance and information, execute any documents and do anything
necessary to enable Offeror to:
11.2.1 make the Offer in accordance with the requirements of the UKLA,
the London Stock Exchange and the Code including, in particular,
the requirement to join with the other directors of Offeree in
making in the Offer Document a statement of responsibility in
relation to information concerning the Offeree Group and directors
of Offeree in the terms or to the effect required under Rule 19.2
of the Code;
11.2.2 despatch the Offer Document promptly; and
11.2.3 establish whether or not the conditions of the Offer are
satisfied;
11.3 unless Offeror agrees otherwise in writing, the business of the Offeree
Group is carried on in the ordinary and usual course until the Offer
becomes or is declared unconditional in all respects, lapses or is
withdrawn.
11.4 subject to any overriding fiduciary duty, I will, at all times while the
Offer is open for acceptance:
11.4.1 co-operate with Offeror and use all reasonable endeavours to
ensure the Offer becomes unconditional in all respects, including
(without limitation) the obtaining of any regulatory and third
party consents;
11.4.2 join in making and agreeing to extensions of relevant times and/or
dates under the Code to the extent necessary to enable documents
to be posted later than may otherwise be required or to enable the
Offer to remain open without becoming unconditional as to
acceptances or in all respects or lapsing, as the case may be;
11.5 subject to my fiduciary duties as a director, if the Offer becomes or is
declared unconditional in all respects, I will join with the other
directors of Offeree:
11.5.1 in approving the appointment as director(s) of Offeree of anyone
nominated by Offeror; and
11.5.2 in approving the appointment of any alternate director(s)
nominated by those newly appointed director(s).
Lapse of irrevocable Undertaking
12. This undertaking will lapse if:
12.1 the Press Announcement is not released by the time and date set out in
paragraph 1 above following approval of the board of directors of Offeror
or a duly authorised committee of the board;
12.2 the Offer Document is not posted to shareholders of Offeree within 28
days (or such longer period as the Panel may agree being not more than
six weeks) after the date of the Press Announcement; or
12.3 the Offer lapses or is withdrawn.
If the undertaking lapses, I shall have no claim against Offeror and
Offeror shall have no claim against me.
Remedy for Breach
13. I agree that damages would not be an adequate remedy for breach of this
undertaking.
Revised Offer
14. In this undertaking, the expression "Offer" extends to any improved or
revised offer (which, in the reasonable opinion of Lehman Brothers
International, represents no diminution in the value of the Offer) on
behalf of Offeror, whether voluntary or mandatory.
Governing Law
15. This undertaking is governed by English law.
SCHEDULE
PART 1
The Shares
Registered in the name of, and beneficially owned by, person giving the
undertaking.
1 2 3
No. of Exact name and address of Type of
Ordinary shares registered holder as Consideration
appearing on the register of
members
400
PART 2
The Option(s)
A. Share Option Schemes
No. of Ordinary Shares Date of grant Exercise price
This document was signed as a deed the day and year first before written.
Signed as a deed and delivered )
by Didier Pineau-Valencienne ) /s/ Didier Pineau-Valencienne
in the presence of: ) --------------------------------
)
/s/ Guillenette Signature of witness
- ---------------------------------
GUILLENETTE Name of witness
- ---------------------------------
PINEAU-VALENCIENNE Address of witness
- ---------------------------------
12 Rue des Pins
- ---------------------------------
92100 Bouldgne France
- ---------------------------------
Occupation of Witness
- ---------------------------------
EXHIBIT 99 (d) (13)
IRREVOCABLE UNDERTAKING
TO: Schlumberger Limited
and any company within
its group through which
the Offer (as defined below)
is to be made ("Offeror")
February 2001
Dear Sirs,
Proposed Offer for Sema Plc (the "Offeree")
1. This letter, the terms of which are conditional on the Press Announcement
(as defined below) being released not later than a.m./p.m. on February
2001 (or such later time and/or date as the Offeree may agree), sets out
the basis on which I undertake to accept the offer to be made by the Offer
or (the "Offer") to acquire the whole of the issued and to be issued
ordinary share capital of the Offeree.
2. The Offer shall be made substantially on the terms of the attached draft
press announcement (the "Press Announcement") and any additional terms and
conditions as may be required to comply with the requirements of the City
Code on Takeovers and Mergers (the "Code"), the Financial Services
Authority acting in its capacity as the United Kingdom Listing Authority
("UKLA") and the London Stock Exchange.
Ownership of Shares
3. I warrant and undertake to you that:
3.1 I am the registered and beneficial holder of, and/or have all relevant
authority to accept the Offer in respect of, the number of ordinary shares
of 10p each in the capital of Offeree ("Offeree Ordinary Shares") specified
in Part I of the Schedule;
3.2 I hold those Offeree Ordinary Shares free from any lien, charge or other
encumbrance, equity or third party right of any nature and have the
capacity to transfer such Offeree Ordinary Shares on that basis, together
with all rights attaching thereto, including the right to all dividends and
other distributions (if any) declared, made or paid after the date hereof,
subject to any matters referred to in the Press Announcement; and
3.3 I have full power and authority to accept, or to procure the acceptance of,
the Offer in respect of those Offeree Ordinary Shares.
Irrevocable Acceptance of the Offer
4.1 I shall irrevocably accept, or procure the acceptance of, the Offer (or
any revised or increased offer which may be made by or on behalf of
Offeror) in respect of:
4.1.1 the Offeree Ordinary Shares specified in the first column of the
schedule;
4.1.2 any other Offeree Ordinary Shares which I acquire after signing
this undertaking; and
4.1.3 any other Offeree Ordinary Shares attributable to or deriving from
the shares referred to in paragraphs 4.1.1 and 4.1.2,
together the "Shares".
4.2 My irrevocable acceptance in respect of the Shares shall be made by 3.30
p.m. on the tenth business day (as defined in the Code) after the formal
document containing the Offer (the "Offer Document") is despatched to
shareholders of the Offeree (or in relation to Offeree Ordinary Shares
falling within either paragraph 4.1.2 or 4.1.3, as soon as practicable
after I become the registered holder of such Offeree Ordinary Shares) in
accordance with the procedure for acceptance set out in that document.
Powers of Attorney
5. In order to secure the performance of my obligations under paragraph 4, I
irrevocably appoint any director for the time being of Offeror to be my
attorney in my name and on my behalf to execute a Form or Forms of
Acceptance and/or such other documents and to do such other acts and
things as may be necessary to accept (or procure the acceptance of) the
Offer in respect of the Shares, provided that the appointment shall not
take effect until ten business days after the date of despatch of the
Offer Document and only then if I have failed to comply with my
obligations in paragraph 4.
No Withdrawal of Acceptance
6. Even if the terms of the Offer give accepting shareholders the right to
withdraw acceptances, I shall not withdraw or procure the withdrawal of
acceptances in respect of the Shares.
Voting Rights and Prejudicial Action
7. Until the Offer becomes or is declared unconditional in all respects,
lapses or is withdrawn:
7.1 I shall exercise or procure the exercise of the voting rights attached to
the Shares as instructed by Offeror on any resolution which would assist
implementation of the Offer if it were passed or rejected at a general or
class meeting of Offeree;
7.2 I shall not without the prior written consent of Offeror requisition or
join in the requisition of any general or class meeting of Offeree for
the purpose of considering any such resolution; and
7.3 I shall not take any action or make any statement which is or may be
prejudicial to the success of the Offer and will not communicate with any
person in relation to, nor discuss with any person, the terms of the
Offer or any matter relating to it without the prior consent of Offeror,
but this shall not apply to any communications or discussions with my
fellow directors and my or Offeree's professional advisers and shall not
prevent me from complying with my fiduciary duties as a director of
Offeree.
Consents
8. I agree to:
8.1 the issue of the Press Announcement in the terms attached (including the
reference to me);
8.2 details of this undertaking being set out in the Offer Document;
8.3 this undertaking being available for inspection during the offer period
(as defined in the Code).
Disclosure of Dealings
9. I shall supply you promptly on request with all information, including
details of my interests and dealings in securities of Offeree, and those
of any other person interested in the Shares, as may be required by the
Code for inclusion in the Offer Document. I shall notify you promptly of
any changes to such information.
Options
10. I am the holder of options to subscribe for Offeree Ordinary Shares as
specified in Part 2 of the Schedule. If I exercise my subscription rights
before the Offer lapses or is withdrawn, I shall accept the Offer in
respect of the Offeree Ordinary Shares subscribed for. If I do not
exercise my options before the Offer lapses or is withdrawn, and if
Offeror makes any proposals in respect of options which comply with the
requirements of the Code, I shall either accept such proposals in respect
of my options or allow my options to lapse.
Director's Undertakings
11. In my capacity as a director of Offeree, I undertake to use my reasonable
endeavours to procure that:
11.1 the Offer Document is accompanied by a letter from the directors of
Offeree to Offeree shareholders, in a form agreed with Offeror, in which
the directors unanimously recommend the Offer for acceptance to the
extent that such recommendation is not inconsistent with their duties as
director;
11.2 Offeree and its directors provide Offeror and its advisers with any
assistance and information, execute any documents and do anything
necessary to enable Offeror to:
11.2.1 make the Offer in accordance with the requirements of the UKLA,
the London Stock Exchange and the Code including, in particular,
the requirement to join with the other directors of Offeree in
making in the Offer Document a statement of responsibility in
relation to information concerning the Offeree Group and directors
of Offeree in the terms or to the effect required under Rule 19.2
of the Code;
11.2.2 despatch the Offer Document promptly; and
11.2.3 establish whether or not the conditions of the Offer are
satisfied;
11.3 unless Offeror agrees otherwise in writing, the business of the Offeree
Group is carried on in the ordinary and usual course until the Offer
becomes or is declared unconditional in all respects, lapses or is
withdrawn.
11.4 subject to any overriding fiduciary duty, I will, at all times while the
Offer is open for acceptance:
11.4.1 co-operate with Offeror and use all reasonable endeavours to
ensure the Offer becomes unconditional in all respects, including
(without limitation) the obtaining of any regulatory and third
party consents;
11.4.2 join in making and agreeing to extensions of relevant times and/or
dates under the Code to the extent necessary to enable documents
to be posted later than may otherwise be required or to enable the
Offer to remain open without becoming unconditional as to
acceptances or in all respects or lapsing, as the case may be;
11.5 subject to my fiduciary duties as a director, if the Offer becomes or is
declared unconditional in all respects, I will join with the other
directors of Offeree:
11.5.1 in approving the appointment as director(s) of Offeree of anyone
nominated by Offeror; and
11.5.2 in approving the appointment of any alternate director(s)
nominated by those newly appointed director(s).
Lapse of irrevocable Undertaking
12. This undertaking will lapse if:
12.1 the Press Announcement is not released by the time and date set out in
paragraph 1 above following approval of the board of directors of Offeror
or a duly authorised committee of the board;
12.2 the Offer Document is not posted to shareholders of Offeree within 28
days (or such longer period as the Panel may agree being not more than
six weeks) after the date of the Press Announcement; or
12.3 the Offer lapses or is withdrawn.
If the undertaking lapses, I shall have no claim against Offeror and
Offeror shall have no claim against me.
Remedy for Breach
13. I agree that damages would not be an adequate remedy for breach of this
undertaking.
Revised Offer
14. In this undertaking, the expression "Offer" extends to any improved or
revised offer (which, in the reasonable opinion of Lehman Brothers
International, represents no diminution in the value of the Offer) on
behalf of Offeror, whether voluntary or mandatory.
Governing Law
15. This undertaking is governed by English law.
SCHEDULE
PART 1
The Shares
Registered in the name of, and beneficially owned by, person giving the
undertaking.
1 2 3
No. of Exact name and address of Type of
Ordinary shares registered holder as Consideration
appearing of the register of
members
11,250 George F. and
Marg E. Schmitt
PART 2
The Option(s)
A. Share Option Schemes
No. of Ordinary Shares Date of grant Exercise price
This document was signed as a deed the day and year first before written.
Signed as a deed and delivered )
by )
in the presence of ) /s/ George Schmitt
) ---------------------
/s/ Mary Clare Schmitt Signature of witness
- ------------------------------
Mary Clare Schmitt Name of witness
- ------------------------------
Box 6358 Address of witness
- ------------------------------
Incline Village, Nevada, USA
- ------------------------------
89450
- ------------------------------
President & CEO - Foundation Occupation of witness
- ------------------------------
EXHIBIT 99 (d) (14)
Draft: l2 February 200l
Paribas Affaires Industrielles
To: Schlumberger Investments (Schlumberger)
and Lehman Brothers Europe Limited (Lehman Brothers)
12 February 2001
Dear Sirs
We understand that Schlumberger intends to make an offer to acquire all the
issued and to be issued ordinary share capital of Sema plc (Sema), other than
that already owned by Schlumberger and its associates (as defined in s430E
Companies Act 1985) of 560pence in cash per Sema share and otherwise
substantially on the terms of the attached draft press announcement (the Press
Announcement). This letter sets out the terms and conditions on which Paribas
Affaires Industrielles (PAI) will accept the Offer (as defined in paragraph 7 of
this undertaking) when it is made. PAI is the private equity division of BNP
Paribas. All commitments and declarations in this letter are made by PAI and do
not constitute any commitment or declaration by any other division or business
unit of BNP Paribas (or any subsidiary or affiliate of BNP Paribas).
Shareholdings
1. PAI represents and warrants to Schlumberger that:
(a) it is the registered holder of (or otherwise controls) 31,113,792 ordinary
shares of l0p each in the capital of Sema (the Sema Shares) and that it
holds these free of any lien, charge, option, equity or encumbrance;
(b) PAI is not interested in any other securities of Sema;
(c) PAI does not have any rights to subscribe for, purchase or otherwise
acquire any securities of Sema; and
(d) PAI has full power and authority to enter into this undertaking, to
perform the obligations under it and to accept the Offer in respect of the
Sema Shares.
Dealings
2. PAI undertakes to Schlumberger that before the Offer closes, lapses or is
withdrawn, it shall not:
(a) sell, transfer, charge, encumber, grant any option over or otherwise
dispose of any Sema Shares or any Beneficial Shares or any other shares or
securities in
Sema issued or unconditionally allotted to it or otherwise acquired by it
before then (Further Sema Shares) other than pursuant to its acceptance of
the Offer;
(b) accept any other offer in respect of the shares or securities referred to
in paragraph 2(a);
(c) (other than pursuant to the Offer) enter into any agreement or arrangement
or permit any agreement or arrangement to be entered into or incur any
obligation or permit any obligation to arise:
(i) to do any of the acts referred to in paragraphs 2(a) or 2(b);
(ii) in relation to, or operating by reference to, the Sema Shares, the
Beneficial Shares or any Further Sema Shares; or
(iii) which, in relation to the Sema Shares, the Beneficial Shares or any
Further Sema Shares, would or might restrict or impede it or any
other person accepting the Offer,
and for the avoidance of doubt, references in this paragraph 2(c) to any
agreement, arrangement or obligation includes any agreement, arrangement
or obligation whether or not legally binding or subject to any condition
or which is to take effect if the Offer closes or lapses or if this
undertaking ceases to be binding or following any other event; or
(d) purchase, sell or otherwise deal in any shares or other securities of Sema
or Schlumberger or any interest therein (including any derivatives
referenced to such securities).
Undertaking to accept the Offer
3. PAI undertakes to Schlumberger that:
(a) it shall accept (or procure acceptances of) the Offer in respect of the
Sema Shares in accordance with the procedure for acceptance set out in the
formal document containing the Offer (the Offer Document) not later than
17 days after Schlumberger posts the Offer Document to Sema shareholders
or, if there is a Higher Competing Offer (as defined in paragraph 10.1),
within the time period referred to in paragraph 10.1 provided that PAI
shall not be obliged to accept the Offer unless there is a Higher Revised
Offer (as defined in paragraph 10.2);
(b) it shall accept the Offer in respect of any Further Sema Shares in
accordance with the procedure for acceptance set out in the Offer Document
not later than five days after the date PAI becomes the registered holder
of the Further Sema Shares;
(c) notwithstanding any right to withdraw an acceptance of the Offer pursuant
to, and in accordance with, the terms of the Offer as set out in the Offer
Document, or as otherwise permitted by the City Code on Takeovers and
Mergers (the Code), the Financial Services Authority or any other legal or
regulatory requirement or body, it shall not withdraw any acceptances of
the Offer and will cause the registered holder of any Beneficial Shares
not to do so; and
(d) Schlumberger shall acquire the Sema Shares and any Further Sema Shares
free of any lien, charge, option, equity or encumbrance and together with
all rights of any nature attaching to those shares including the right to
all dividends declared or paid after the date of this undertaking.
Voting Rights
4.1 From the time Schlumberger announces the Offer to the time the Offer becomes
wholly unconditional, lapses or is withdrawn:
(a) PAI shall exercise the votes attaching to its Sema Shares and any Further
Sema Shares on a Relevant Resolution (as defined in paragraph 4.3) only in
accordance with Schlumberger' s directions;
(b) PAI shall exercise the rights attaching to its Sema Shares and any Further
Sema Shares to requisition or join in requisitioning any general or class
meeting of Sema for the purposes of considering a Relevant Resolution and
to require Sema pursuant to section 376 Companies Act 1985 to give notice
of such a resolution only in accordance with Schlumberger's directions;
and
(c) PAI shall cause the registered holder of any Beneficial Shares to comply
with paragraph 4.1(a) and 4.1(b).
4.2 For the purpose of voting on a Relevant Resolution, PAI shall execute any
form of proxy required by Schlumberger appointing any person nominated by
Schlumberger to attend and vote at the relevant general meeting of Sema.
4.3 A Relevant Resolution means:
(a) a resolution (whether or not amended) proposed at a general or class
meeting of Sema, or at an adjourned meeting, the passing of which is
necessary to implement the Offer or which, if passed, might result in any
condition of the Offer not being fulfilled or which might impede or
frustrate the Offer in any way;
(b) a resolution to adjourn a general or class meeting of Sema whose business
includes the consideration of a resolution falling within paragraph
4.3(a); and
(c) a resolution to amend a resolution falling within paragraph 4.3(a) or
paragraph 4.3(b).
Documentation
5.1 PAI consents to:
(a) the inclusion of references to it and this undertaking in the Press
Announcement;
(b) particulars of this undertaking and PAI's holdings of, and dealings in,
relevant securities of Sema being included in the Offer Document and any
other related or ancillary document as required by the Code and other
applicable laws or regulations; and
(C) this undertaking being available for inspection until the end of the offer
period (as defined in the Code) or as otherwise required by any applicable
laws or regulations.
5.2 PAI shall promptly, and in any event within 48 hours of signature of this
deed, give you all information and any assistance as you may reasonably require
for the preparation of the Offer Document and all related and ancillary
documents in order to comply with the requirements of the Code, the Financial
Services Authority and the London Stock Exchange and any other legal or
regulatory requirement or body. PAI shall promptly notify you in writing of any
material change in the accuracy or impact of any information previously given to
you.
Secrecy
6. PAI shall keep secret the possibility, terms and conditions of the Offer and
the existence and terms of this undertaking until the Press Announcement is
released subject to any legal or regulatory requirement; provided that it may
disclose the same to Sema and its advisers. The obligations in this paragraph
shall survive termination of this undertaking.
Interpretation
7. In this undertaking the Offer means the offer to be made by or on behalf of
Schlumberger to acquire all the issued and to be issued ordinary share capital
of Sema, other than that already owned by Schlumberger and its associates (as
defined in section 430E Companies Act 1985), substantially on the terms of the
Press Announcement or on such other terms as may be agreed between Schlumberger
and Sema (provided that such other terms provide for consideration of not less
than 560 pence in cash per Sema Share and are, in the opinion of Lehman
Brothers, no less favourable to acceptors than the terms set out in the Press
Announcement), or as may be required to comply with the requirements of the
Panel on Takeovers and Mergers (the Panel), the Financial Services Authority or
the London Stock Exchange. A reference in this undertaking to the Offer also
includes any new, increased, renewed or revised offer made by or on behalf of
Schlumberger to acquire shares in Sema, provided that the terms of such offer
provide for consideration of not less than 560 pence in cash per Sema share and
are, in the opinion of Lehman Brothers, no less favourable to acceptors than the
terms set out in the Press Announcement.
Time of the Essence
8. Any time, date or period mentioned in this undertaking may be extended by
mutual agreement but as regards any time, date or period originally fixed or as
extended, time shall be of the essence.
The Offer
9.1 PAL has entered into this deed in consideration of Schlumberger's agreement,
subject to paragraph 9.2, to the recommendation of the Offer by the board of
directors of Sema and to the release of the Press Announcement in substantially
the form attached (or in such other form as may be agreed between Schlumberger
and Sema or as may be required to comply with the requirements of the Panel, the
Financial Services Authority or the London Stock Exchange or any other legal or
regulatory body) by not later than close of business (London time) on Monday 12
February 2001 (or such later date as Schlumberger and Sema may agree, to make
the Offer). The release of the Press Announcement is at Schlumberger's absolute
discretion and, in particular, Schlumberger reserves the right not to release
the Press Announcement unless the board of directors of Sema agrees to recommend
the Offer.
9.2 If after Schlumberger releases the Press Announcement either:
(a) the Panel consents to Schlumberger not making the Offer;
(b) an event occurs which means that Schlumberger is no longer required by the
Code to proceed with the Offer; or
(c) Schlumberger becomes aware that any condition of the Offer as set out in
the Press Announcement has or may become incapable of being fulfilled,
Schlumberger shall not be obliged to make the Offer.
9.3 This undertaking shall lapse if:
(a) the Press Announcement is not released by close of business (London time)
on Monday 12 February 2001 (or such later date as Schlumberger and Sema
may agree);
(b) the Offer is not made in the circumstances referred to in paragraph 9.2;
or
(c) the Offer lapses or is withdrawn.
If this undertaking lapses or if Schlumberger's obligation to make the Offer
does not become unconditional, PAl shall have no claim against Schlumberger.
Higher Offer
10.1 The obligations in paragraph 3 shall be suspended if a person other than
Schlumberger or a subsidiary of Schlumberger or any person acting in concert
with Schlumberger announces a firm intention to make an offer (in accordance
with
Rule 2.5 of the Code) to acquire all the equity share capital of Sema, other
than that already owned by the person making such offer (or persons acting in
concert with it), on or before 11.59 p.m. on the date which falls 17 days after
Schlumberger's offer document is posted provided that the value (Higher
Competing Offer Value) of the consideration represents in the reasonable opinion
of Lehman Brothers and NM Rothschild & Sons in excess of 600 pence per Sema
share as at the close of business on the last business day prior to the date on
which such firm intention to make an offer is announced (a Higher Competing
Offer). A person will be deemed to have announced an offer when a copy of the
announcement required by Rule 2.5 of the Code is received (whether by fax or
otherwise) by the Panel on Takeovers and Mergers.
10.2 If, on or before 11.59 p.m. on the fourteenth day after a Higher Competing
Offer is announced, Schlumberger or a subsidiary of Schlumberger announces a
revision of the Offer such that the consideration under the Offer is wholly in
cash and represents, in the reasonable opinion of Lehman Brothers and NM
Rothschild & Sons, an improvement over the Higher Competing Offer Value (a
Higher Revised Offer), then the suspension of the obligations in paragraph 3
shall come to an end. Paragraph 3 shall then be construed as if it made
provision for delivery of acceptances of the Higher Revised Offer in respect of
the Sema shares in accordance with the procedure for acceptance set out in the
offer document for the Higher Revised Offer not later than five days after the
announcement of the Higher Revised Offer. During the period of the suspension
PAI shall not accept the Higher Competing Offer.
Confirmation
11. PAI confirms that in signing this letter it is not a customer of Lehman
Brothers for the purposes of the Rules of The Securities and Futures Authority
and that Lehman Brothers does not owe PAI any of the duties which it owes to
its customers. PAI confirms that it has been given an adequate opportunity to
consider whether or not to give this undertaking and to obtain independent
advice.
Specific Performance
12. PAI agrees that, if it fails to accept the Offer in accordance with this
undertaking or PAI breaches any of its obligations, damages would not be an
adequate remedy and accordingly Schlumberger shall be entitled to the remedy of
specific performance.
Governing Law
13.1 This undertaking shall be governed by and construed in accordance with
English law and PAI submits to the exclusive jurisdiction of the English courts
for all purposes in connection with this undertaking.
13.2 PAI shall at all times maintain an agent for service of process and any
other documents in proceedings in England or any other proceedings in connection
with this undertaking. Such agent shall be BNP Paribas UK Limited at its
registered office from time to time and any writ, judgement or other notice of
legal process shall be
sufficiently served on PAI if delivered to such agent at its address, for the
time being. PAI irrevocably undertakes not to revoke the authority of the above
agent and, if for any reason, Schlumberger requests PAI to do so it shall
promptly appoint another such agent with an address in England and advise
Schlumberger. If following such a request PAI fails to appoint another agent,
Schlumberger shall be entitled to appoint one on PAI's behalf.
SIGNED as a DEED and DELIVERED )
on behalf of PARIBAS AFFAIRES )
INDUSTRIELLES, a division of )
BNP PARIBAS, a company incorporated in France, )
by HERVE COUFFIN ) /s/ Herve Couffin
being a person who, in accordance with the )
laws of that territory, is acting under the )
authority of the Company )
EXHIBIT 99 (d) (15)
Draft: 12 February 2001
FRANCE TELECOM S.A.
6, Place d'Alleray, 75505 Paris Cedex 15, France
Registered Number: 380129866
To: Schlumberger Investments (Schlumberger)
and Lehman Brothers Europe Limited (Lehman Brothers)
12 February 2001
Dear Sirs
We understand that Schlumberger intends to make an offer to acquire all the
issued and to be issued ordinary share capital of Sema plc (Sema), other than
that already owned by Schlumberger and its associates (as defined in s430E
Companies Act 1985) of 560pence in cash per Sema share and otherwise
substantially on the terms of the attached draft press announcement (the Press
Announcement). This letter sets out the terms and conditions on which France
Telecom (FT) will accept the Offer (as defined in paragraph 7 of this
undertaking) when it is made.
Shareholdings
1. FT represents and warrants to Schlumberger that:
(a) it is the registered holder of (or otherwise controls) 103,634,296 ordinary
shares of lop each in the capital of Sema (the Sema Shares) and that it
holds these free of any lien, charge, option, equity or encumbrance;
(b) FT and its subsidiaries are not interested in any other securities of Sema;
(c) FT and its subsidiaries do not have any rights to subscribe for, purchase
or otherwise acquire any securities of Sema; and
(d) FT has full power and authority to enter into this undertaking, to perform
the obligations under it and to accept the Offer in respect of the Sema
Shares.
Dealings
2. FT undertakes to Schlumberger that before the Offer closes, lapses or is
withdrawn, it shall not:
(a) sell, transfer, charge, encumber, grant any option over or otherwise
dispose of any Sema Shares or any Beneficial Shares or any other shares or
securities in Sema issued or unconditionally allotted to it or otherwise
acquired by it before then (Further Sema Shares) other than pursuant to its
acceptance of the Offer;
(b) accept any other offer in respect of the shares or securities referred to
in paragraph 2(a);
(c) (other than pursuant to the Offer) enter into any agreement or arrangement
or permit any agreement or arrangement to be entered into or incur any
obligation or permit any obligation to arise:
(i) to do any of the acts referred to in paragraphs 2(a) or 2(b);
(ii) in relation to, or operating by reference to, the Sema Shares, the
Beneficial Shares or any Further Sema Shares; or
(iii) which, in relation to the Sema Shares, the Beneficial Shares or any
Further Sema Shares, would or might restrict or impede it or any
other person accepting the Offer,
and for the avoidance of doubt, references in this paragraph 2(c) to any
agreement, arrangement or obligation includes any agreement, arrangement
or obligation whether or not legally binding or subject to any condition
or which is to take effect if the Offer closes or lapses or if this
undertaking ceases to be binding or following any other event; or
(d) purchase, sell or otherwise deal in any shares or other securities of Sema
or Schlumberger or any interest therein (including any derivatives
referenced to such securities).
Undertaking to accept the Offer
3. FT undertakes to Schlumberger that:
(a) it shall accept (or procure acceptances of) the Offer in respect of the
Sema Shares in accordance with the procedure for acceptance set out in the
formal document containing the Offer (the Offer Document) not later than
17 days after Schlumberger posts the Offer Document to Sema shareholders
or, if there is a Higher Competing Offer (as defined in paragraph 10.1),
within the time period referred to in paragraph 10.1 provided that FT
shall not be obliged to accept the Offer unless there is a Higher Revised
Offer (as defined in paragraph 10.2);
(b) it shall accept the Offer in respect of any Further Sema Shares in
accordance with the procedure for acceptance set out in the Offer Document
not later than five days after the date FT becomes the registered holder
of the Further Sema Shares;
(c) notwithstanding any right to withdraw an acceptance of the Offer pursuant
to, and in accordance with, the terms of the Offer as set out in the Offer
Document, or as otherwise permitted by the City Code on Takeovers and
Mergers (the Code), the Financial Services Authority or any other legal or
regulatory requirement or body, it shall not withdraw any acceptances of
the
Offer and will cause the registered holder of any Beneficial Shares not to
do so; and
(d) Schlumberger shall acquire the Sema Shares and any Further Sema Shares free
of any lien, charge, option, equity or encumbrance and together with all
rights of any nature attaching to those shares including the right to all
dividends declared or paid after the date of this undertaking.
Voting Rights
4.1 From the time Schlumberger announces the Offer to the time the Offer
becomes wholly unconditional, lapses or is withdrawn:
(a) FT shall exercise the votes attaching to its Sema Shares and any Further
Sema Shares on a Relevant Resolution (as defined in paragraph 4.3) only in
accordance with Schlumberger's directions;
(b) FT shall exercise the rights attaching to its Sema Shares and any Further
Sema Shares to requisition or join in requisitioning any general or class
meeting of Sema for the purposes of considering a Relevant Resolution and
to require Sema pursuant to section 376 Companies Act 1985 to give notice
of such a resolution only in accordance with Schlumberger's directions; and
(c) FT shall cause the registered holder of any Beneficial Shares to comply
with paragraph 4.1(a) and 4.1 (b).
4.2 For the purpose of voting on a Relevant Resolution, FT shall execute any
form of proxy required by Schlumberger appointing any person nominated by
Schlumberger to attend and vote at the relevant general meeting of Sema.
4.3 A Relevant Resolution means:
(a) a resolution (whether or not amended) proposed at a general or class
meeting of Sema, or at an adjourned meeting, the passing of which is
necessary to implement the Offer or which, if passed, might result in any
condition of the Offer not being fulfilled or which might impede or
frustrate the Offer in any way;
(b) a resolution to adjourn a general or class meeting of Sema whose business
includes the consideration of a resolution falling within paragraph 4.3(a);
and
(c) a resolution to amend a resolution falling within paragraph 4.3(a) or
paragraph 4.3(b).
Documentation
5.1 FT consents to:
(a) the inclusion of references to it and this undertaking in the Press
Announcement;
Page 3
(b) particulars of this undertaking and FT's holdings of, and dealings in,
relevant securities of Sema being included in the Offer Document and any
other related or ancillary document as required by the Code and other
applicable laws or regulations; and
(c) this undertaking being available for inspection until the end of the offer
period (as defined in the Code) or as otherwise required by any applicable
laws or regulations.
5.2 FT shall promptly, and in any event within 48 hours of signature of this
deed, give you all information and any assistance as you may reasonably require
for the preparation of the Offer Document and all related and ancillary
documents in order to comply with the requirements of the Code, the Financial
Services Authority and the London Stock Exchange and any other legal or
regulatory requirement or body. FT shall promptly notify you in writing of any
material change in the accuracy or impact of any information previously given to
you.
Secrecy
6. FT shall keep secret the possibility, terms and conditions of the Offer and
the existence and terms of this undertaking until the Press Announcement is
released subject to any legal or regulatory requirement; provided that it may
disclose the same to Sema and its advisers. The obligations in this paragraph
shall survive termination of this undertaking.
Interpretation
7. In this undertaking the Offer means the offer to be made by or on behalf of
Schlumberger to acquire all the issued and to be issued ordinary share capital
of Sema, other than that already owned by Schlumberger and its associates (as
defined in section 430E Companies Act 1985), substantially on the terms of the
Press Announcement or on such other terms as may be agreed between Schlumberger
and Sema (provided that such other terms provide for consideration of not less
than 560 pence in cash per Sema Share and are, in the opinion of Lehman
Brothers, no less favourable to acceptors than the terms set out in the Press
Announcement), or as may be required to comply with the requirements of the
Panel on Takeovers and Mergers (the Panel), the Financial Services Authority or
the London Stock Exchange. A reference in this undertaking to the Offer also
includes any new, increased, renewed or revised offer made by or on behalf of
Schlumberger to acquire shares in Sema, provided that the terms of such offer
provide for consideration of not less than 560 pence in cash per Sema share and
are, in the opinion of Lehman Brothers, no less favourable to acceptors than the
terms set out in the Press Announcement.
Time of the Essence
8. Any time, date or period mentioned in this undertaking may be extended by
mutual agreement but as regards any time, date or period originally fixed or as
extended, time shall be of the essence.
The Offer
9.1 FT has entered into this deed in consideration of Schlumberger's agreement,
subject to paragraph 9.2, to the recommendation of the Offer by the board of
directors of Sema and to the release of the Press Announcement in substantially
the form attached (or in such other form as may be agreed between Schlumberger
and Sema or as may be required to comply with the requirements of the Panel, the
Financial Services Authority or the London Stock Exchange or any other legal or
regulatory body) by not later than close of business (London time) on Monday 12
February 2001 (or such later date as Schlumberger and Sema may agree, to make
the Offer). The release of the Press Announcement is at Schlumberger's absolute
discretion and, in particular, Schlumberger reserves the right not to release
the Press Announcement unless the board of directors of Sema agrees to recommend
the Offer.
9.2 If after Schlumberger releases the Press Announcement either:
(a) the Panel consents to Schlumberger not making the Offer;
(b) an event occurs which means that Schlumberger is no longer required by the
Code to proceed with the Offer; or
(c) Schlumberger becomes aware that any condition of the Offer as set out in
the Press Announcement has or may become incapable of being fulfilled,
Schlumberger shall not be obliged to make the Offer.
9.3 This undertaking shall lapse if:
(a) the Press Announcement is not released by close of business (London time)
on Monday 12 February 2001 (or such later date as Schlumberger and Sema
may agree);
(b) the Offer is not made in the circumstances referred to in paragraph 9.2;
or
(c) the Offer lapses or is withdrawn.
If this undertaking lapses or if Schlumberger's obligation to make the Offer
does not become unconditional, FT shall have no claim against Schlumberger.
Higher Offer
10.1 The obligations in paragraph 3 shall be suspended if a person other than
Schlumberger or a subsidiary of Schlumberger or any person acting in concert
with Schlumberger announces a firm intention to make an offer (in accordance
with Rule 2.5 of the Code) to acquire all the equity share capital of Sema,
other than that already owned by the person making such offer (or persons acting
in concert with it), on or before 11.59 p.m. on the date which falls 17 days
after Schlumberger's offer document is posted provided that the value (Higher
Competing Offer Value) of the consideration represents in the reasonable opinion
of Lehman Brothers and NM Rothschild & Sons in excess of 600 pence per Sema
share as at the close of business
on the last business day prior to the date on which such firm intention to make
an offer is announced (a Higher Competing Offer). A person will be deemed to
have announced an offer when a copy of the announcement required by Rule 2.5 of
the Code is received (whether by fax or otherwise) by the Panel on Takeovers and
Mergers.
10.2 If, on or before 11.59 p.m. on the fourteenth day after a Higher Competing
Offer is announced, Schlumberger or a subsidiary of Schlumberger announces a
revision of the Offer such that the consideration under the Offer is wholly in
cash and represents, in the reasonable opinion of Lehman Brothers and NM
Rothschild & Sons, an improvement over the Higher Competing Offer Value (a
Higher Revised Offer), then the suspension of the obligations in paragraph 3
shall come to an end. Paragraph 3 shall then be construed as if it made
provision for delivery of acceptances of the Higher Revised Offer in respect of
the Sema shares in accordance with the procedure for acceptance set out in the
offer document for the Higher Revised Offer not later than five days after the
announcement of the Higher Revised Offer. During the period of the suspension FT
shall not accept the Higher Competing Offer.
Confirmation
11. FT confirms that in signing this letter it is not a customer of Lehman
Brothers for the purposes of the Rules of The Securities and Futures Authority
and that Lehman Brothers does not owe FT any of the duties which it owes to its
customers. FT confirms that it has been given an adequate opportunity to
consider whether or not to give this undertaking and to obtain independent
advice.
Specific Performance
12. FT agrees that, if it fails to accept the Offer in accordance with this
undertaking or FT breaches any of its obligations, damages would not be an
adequate remedy and accordingly Schlumberger shall be entitled to the remedy of
specific performance.
Governing Law
13.1 This undertaking shall be governed by and construed in accordance with
English law and FT submits to the exclusive jurisdiction of the English courts
for all purposes in connection with this undertaking.
13.2 FT shall at all times maintain an agent for service of process and any
other documents in proceedings in England or any other proceedings in connection
with this undertaking. Such agent shall be France Telecom UK Limited currently
of 29-30 St James' Street, London SW1 1HB and any writ, judgement or other
notice of legal process shall be sufficiently served on FT if delivered to such
agent at its address, for the time being. FT irrevocably undertakes not to
revoke the authority of the above agent and, if for any reason, Schlumberger
requests FT to do so it shall promptly appoint another such agent with an
address in England and advise Schlumberger. If following such a request FT fails
to appoint another agent, Schlumberger shall be entitled to appoint one on FT's
behalf.
SIGNED as a DEED and DELIVERED ) /s/ Jean-Louis Vinciguerra
on behalf of FRANCE TELECOM ) Jean-Louis Vinciguerra
a company incorporated in France ) Senior Executive Vice President
Jean-Louis Vinciguerra ) and Chief Financial Advisor
being a person who, in accordance with the )
laws of that territory, is acting under the )
authority of the Company )
EXHIBIT 99 (d)(16)
POWER OF ATTORNEY
Each of the undersigned, in the capacity or capacities set forth below his
or her signature as a member of the Board of Directors of Schlumberger Limited
(the "Corporation"), a Netherlands Antilles corporation, hereby appoints James
L. Gunderson, Maarten R. Scholten and Ellen S. Summer, and each of them, the
attorney or attorneys of the undersigned, with full power of substitution and
revocation, for and in the name, place and stead of the undersigned to do all
acts and things whatsoever and to give such undertakings and perform such
obligations which the attorney may consider necessary or desirable in connection
with:
(i) the issue of any document (including, without limitation, any offer
document, the Schedule TO and any and all amendments thereto to be filed
with the Securities and Exchange Commission) relating to or in connection
with the proposed acquisition by the Corporation by way of an offer to be
made by or on behalf of the Corporation for the whole of the share capital
of the company named "Sema plc"; and
(ii) any matter incidental to any of the matters raised in paragraph (i) above
and, in particular, but without prejudice to the generality of the
foregoing, the attorney may approve, execute, complete and deliver all
instruments, agreements, letters, consents, applications, advertisements,
announcements or any other documents whatsover including, without
limitation, to authorise on the Director's behalf the issue, publication
and distribution of any document which has been approved by, or pursuant
to, a resolution by the Board of Directors of the Corporation (or any
committee of the Board) including a responsibility statement in respect of
the truth, accuracy and completeness of the information contained in any
such document.
/s/ Don E Ackerman /s/ William T. McCormick, Jr.
- ---------------------------------- ----------------------------------
Don Ackerman William T. McCormick, Jr.
Director Director
/s/ D. Euan Baird /s/ Didier Primat
- ---------------------------------- ----------------------------------
D. Euan Baird Didier Primat
Director Director
Chairman, President
and Chief Executive Officer
/s/ John Deutch /s/ Nicholas Seydoux
- ---------------------------------- ----------------------------------
John Deutch Nicholas Seydoux
Director Director
/s/ Victor E. Grijaiva /s/ Linda G Stuntz
- ---------------------------------- ----------------------------------
Victor E. Grijaiva Linda G Stuntz
Director Director
Vice Chairman
/s/ Denys Henderson /s/ Sven Ullring
- ---------------------------------- ----------------------------------
Denys Henderson Sven Ullring
Director Director
/s/ Andre Levy-Lang /s/ Yoshihiko Wakumoto
- ---------------------------------- ----------------------------------
Andre Levy-Lang Yoshihiko Wakumoto
Director Director
Date: February 15, 2001
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