Sema stock swap scuppers US law

Firm rejigs shareholder structure to escape banking rule and expand in US

Services and software company Sema has radically shaken up its shareholding structure because regulations governing banking laws prevented the firm from expanding its activities in the US market.

The move will enable Sema to break free of trading constraints in the US which currently only allow it to supply financially related products, such as billing and related software systems for mobile telecoms operators.

According to US banking laws governing ownership, Sema is deemed to be a subsidiary of a banking institution and is therefore restricted from taking part in non-financial activities. Following the shake-up, Sema will attempt to push its outsourcing and systems integration services in the US.

The company will merge with Financiere Sema, its largest shareholder with a 41.17 per cent stake. Banking group Paribas and France Telecom jointly own Financiere Sema, holding stakes of 50.1 per cent and 49.9 per cent respectively.

The merger will reduce Paribas and France Telecom?s holdings, replacing them with direct holdings of 20.62 per cent and 20.55 per cent respectively.

In a statement issued by the company, Pierre Bonelli, Sema chief executive, said Sema?s decision to reorganise its shareholder structure will give the company greater access to the ?vast business potential? in the US market.

At the same time, Sema also agreed to invest #42 million by purchasing a 24.5 per cent holding in Sema Group Outsourcing and a 60 per cent interest in TS FM Holdings ? both of which are owned by France Telecom.

Sema will pay France Telecom Fr420 million in new shares, which includes a Fr116 million payment for its initial stake in TS FM.