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
▇▇▇▇▇▇ 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. ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇.▇. 10010
Citibank, N.A. Corporate
Trust Window ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇, ▇.▇. 10043
Facsimile Transmission for Eligible
Institutions: (▇▇▇) ▇▇▇-▇▇▇▇
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:
▇. ▇. ▇▇▇▇ & Co., Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. 10005
Banks and Brokers Call Collect: (▇▇▇) ▇▇▇-▇▇▇▇
All Other Call Toll-Free: (▇▇▇) ▇▇▇-▇▇▇▇
The Dealer Manager for the Offer is:
▇▇▇▇▇▇ Brothers
Three World Financial Center
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. 10285
Call Collect: (▇▇▇) ▇▇▇-▇▇▇▇
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 ▇▇▇▇▇▇ 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 ▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇ 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.
▇.▇▇▇▇▇▇▇▇ 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 ▇▇▇▇ 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
▇▇▇▇▇'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:
▇. ▇. ▇▇▇▇ & Co., Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. 10005
Banks and Brokers Call Collect: (▇▇▇) ▇▇▇-▇▇▇▇
All Other Call Toll-Free: (▇▇▇) ▇▇▇-▇▇▇▇
The Dealer Manager for the Offer is:
▇▇▇▇▇▇ Brothers
Three World Financial Center
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. 10285
Call Collect: (▇▇▇) ▇▇▇-▇▇▇▇
February 21, 2001