EXHIBIT 99 (a)(5)
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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.
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FORM OF ACCEPTANCE, AUTHORITY AND ELECTION
Recommended Cash Offer
by
Xxxxxx Brothers
on behalf of
Schlumberger Investments
(a wholly-owned subsidiary of Schlumberger N.V.)
for
Sema plc
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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, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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, 00 Xxxx Xxxxxx-00xx Xxxxx, Xxx Xxxx, XX 00000, 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 Xxxxxx
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: x00 000 000 0000) or
Computershare Trust Company of New York (telephone number: x0 000 000
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, 00 Xxxx Xxxxxx-00xx Xxxxx, Xxx Xxxx, XX 00000 or
by telephone on x0 000 000 0000.
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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.
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[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
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[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
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[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
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[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
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[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 Xxxxxx Brothers contained in the
Offer Document.
Complete here
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[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
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[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
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PLEASE COMPLETE IN BLOCK CAPITALS
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[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.
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Number of Sema Shares for which you are accepting the Offer
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FOR OFFICE
USE ONLY
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HOLDER CODE
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H
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C
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Q
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[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.
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Only put "YES" in the above box if you wish to receive all your cash
consideration in US dollars.
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[3] SIGN HERE TO ACCEPT THE OFFER BOX 3
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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
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Note: Each registered holder of Xxxx Xxxxxx 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.
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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
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[4] FULL NAME(S) AND ADDRESS(ES) BOX 4
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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
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In case of query, please state daytime telephone number (outside Australia,
Canada and Japan)
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[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:
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Participant ID
Member account ID
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[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.
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[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.
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Name
Address
Postcode
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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 Xxxx's
registrars, IRG plc, at Bourne House, 00 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxx
XX0 0XX, 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 Xxxx'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 Xxxx'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 Xxxx'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
Xxxxxx 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 ................Xxxxx Xxxxx
Correct name ...........................Xxxxx Xxxx Xxxxx
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 XX Xxxxxxxxx Financial 27014
