<PAGE>
LETTER OF TRANSMITTAL
TO TENDER AMERICAN DEPOSITARY SHARES
REPRESENTING ORDINARY SHARES
OF
SMALLWORLDWIDE PLC
PURSUANT TO THE OFFER TO PURCHASE DATED AUGUST 24, 2000
BY
GE POWER SYSTEMS EQUITIES, INC.
A WHOLLY OWNED SUBSIDIARY OF
GENERAL ELECTRIC COMPANY
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 10:00 A.M., NEW YORK CITY TIME,
AND 3:00 P.M., LONDON TIME, ON FRIDAY, SEPTEMBER 22, 2000, UNLESS THE OFFER IS
EXTENDED.
--------------------------------------------------------------------------------
THE U.S. DEPOSITARY FOR THE OFFER IS:
THE BANK OF NEW YORK
IF IN THE UNITED STATES TO:
<TABLE>
<CAPTION>
BY MAIL: FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT COURIER:
<S> <C> <C>
TENDER & EXCHANGE DEPARTMENT (FOR ELIGIBLE INSTITUTIONS TENDER & EXCHANGE DEPARTMENT
P.O. BOX 11248 ONLY) 101 BARCLAY STREET
CHURCH STREET STATION (212) 815-6213 RECEIVE AND DELIVER WINDOW
NEW YORK, NEW YORK 10286-1248 TO CONFIRM FAX ONLY: NEW YORK, NEW YORK 10286
(212) 815-6156
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL, OR TRANSMISSION VIA FACSIMILE, TO AN
ADDRESS OR VIA A FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A
VALID DELIVERY TO THE U.S. DEPOSITARY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL
IN THE APPROPRIATE SPACE THEREFOR PROVIDED BELOW AND COMPLETE THE SUBSTITUTE
FORM W-9 SET FORTH BELOW.
TENDERING SECURITYHOLDERS OF ADSS WILL RECEIVE ANY PAYMENT IN U.S. DOLLARS.
IF YOU WISH TO RECEIVE PAYMENT IN POUNDS STERLING INSTEAD OF U.S. DOLLARS, YOU
MUST PLACE AN "X" IN THE BOX ENTITLED "POUNDS STERLING PAYMENT ELECTION."
<TABLE>
<CAPTION>
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DESCRIPTION OF AMERICAN DEPOSITARY SHARES ("ADSS") TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) AMERICAN DEPOSITARY RECEIPT(S) EVIDENCING
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) ADS(S) TENDERED
APPEAR(S) ON AMERICAN DEPOSITARY RECEIPT(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
--------------------------------------------------------------------------------------------------------
TOTAL
NUMBER OF
ADS(S)
AMERICAN EVIDENCED BY
DEPOSITARY AMERICAN NUMBER OF
RECEIPT(S) DEPOSITARY ADS(S)
NUMBER(S)* RECEIPT(S)* TENDERED**
<S> <C> <C> <C>
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-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
TOTAL ADSS
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* Need not be completed by holders delivering ADSs by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all ADSs evidenced by each American Depositary
Receipt delivered to the The Bank of New York are being tendered. See Instruction 4.
--------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by securityholders of
Smallworldwide plc, either if ADRs (as defined below) are to be forwarded
herewith or if delivery of ADSs is to be made by book-entry transfer to an
account maintained by The Bank of New York, as the U.S. Depositary (the "U.S.
Depositary"), at The Depository Trust Company ("DTC") (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in Section 3 of the Offer to
Purchase (as defined below). DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER
FACILITY DOES NOT CONSTITUTE DELIVERY TO THE U.S. DEPOSITARY.
Securityholders whose American Depositary Receipts evidencing ADSs ("ADRs")
are not immediately available or who cannot deliver their ADRs and all other
documents required hereby to the U.S. Depositary prior to the expiration of the
initial offer period, or who cannot comply with the book-entry transfer
procedures on a timely basis, must tender their ADSs pursuant to the guaranteed
delivery procedures set forth in Section 3 of the Offer to Purchase. See
Instruction 2.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
/ / CHECK HERE IF TENDERED ADSS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE U.S. DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution __________________________________________________
Account No. ____________________________________________________________________
Transaction Code No. ___________________________________________________________
/ / CHECK HERE IF TENDERED ADSS ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE U.S. DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s) ________________________________________________
Date of Execution of Notice of Guaranteed Delivery _____________________________
Window Ticket Number (if any) __________________________________________________
Name of Institution which Guaranteed Delivery __________________________________
If delivery is by book-entry transfer, check box: / /
Name of Tendering Institution __________________________________________________
Account No. ____________________________________________________________________
Transaction Code No. ___________________________________________________________
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to GE Power Systems Equities, Inc. (the
"Offeror"), a Delaware corporation and a wholly owned subsidiary of General
Electric Company, a New York corporation ("GE"), and accepts the Offer (as
defined below) in respect of all American Depositary Shares tendered herewith
each representing one Ordinary Share, nominal value of L0.01 each (the "ADSs"),
of Smallworldwide plc, a public limited company incorporated under the laws of
England and Wales ("Smallworld"), at a purchase price of $20.00 per ADS, to the
seller in cash (such amount, or any greater amount per ADS paid pursuant to the
Offer (as defined below), being referred to herein as the "Offer Price"),
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated August 24, 2000 (the "Offer to Purchase"), in this
Letter of Transmittal and in the Form of Acceptance (which, together with the
Offer to Purchase, and any amendments or supplements hereto or thereto,
collectively constitute the "Offer"). Receipt of the Offer to Purchase is hereby
acknowledged. The Offer is being made pursuant to the Acquisition Agreement,
dated August 16, 2000 (the "Acquisition Agreement"), among GE and Smallworld.
Subject to, and effective upon, acceptance for payment of the ADSs tendered
herewith, the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Offeror all right, title and interest in and to all the ADSs that
are being tendered hereby (and any and all rights and privileges (the "Rights")
attaching to any Ordinary Share represented by ADSs, in respect of which the
Offer has been accepted or is deemed to have been accepted, including any right
to vote and to requisition a general meeting of securityholders and any right to
all dividends and other distributions declared, made or paid (the
"Distributions")). The undersigned acknowledges that the execution of this
Letter of Transmittal (together with any signature guarantees) and its delivery
to The Bank of New York, as the U.S. Depositary, shall constitute an authority
to the Offeror, any director of the Offeror and/or their respective agents to
tender the ADSs in accordance with the terms of this Offer.
Effective from and after the time all conditions to the Offer are satisfied,
fulfilled or waived (and, in the case of the exercise of votes, if the Offer
will lapse or become wholly unconditional on the outcome of the resolution in
question or in such other circumstances as may be permissible), the undersigned
irrevocably appoints the Offeror to direct the exercise of any votes attaching
to any Ordinary Shares represented by ADSs, in respect of which the Offer has
been accepted or is deemed to have been accepted (the "Accepted Shares") and any
Rights attaching to such ordinary shares upon the execution of the Letter of
Transmittal. The undersigned understands that, in order for ADSs to be deemed
validly tendered, immediately upon the Offeror's acceptance of such ADSs for
payment, the Offeror must be able to exercise full voting and other rights with
respect to such Shares (and any and all Rights), including, without limitation,
voting at any meeting of Smallworld's securityholders then scheduled.
Effective from and after the time all conditions to the Offer are satisfied,
fulfilled or waived (and, in the case of the exercise of votes, if the Offer
will lapse or become wholly unconditional on the outcome of the resolution in
question or in such other circumstances as may be permissible), the undersigned
holder of Accepted Shares acknowledges that delivery of this Letter of
Transmittal to The Bank of New York shall constitute: (i) an authority to
Smallworld or its agents to send any notice, circular, warrant, document or
other communication that may be required to be sent to the undersigned as a
holder of ADSs, to the Offeror care of The Bank of New York; (ii) an authority
to the Offeror or its agent to sign on behalf of the undersigned any consent to
short notice of any extraordinary general meeting of Smallworld and/or to
execute a form of proxy in respect of such Accepted Shares appointing any person
nominated by the Offeror to attend any such meetings of Smallworld and any
adjournment thereof and to exercise the votes attaching to the shares
represented by such Accepted Shares on behalf of the undersigned; and (iii) his
agreement not to exercise any of such rights (mentioned under paragraph (ii)
above) without the consent of the Offeror and his irrevocable undertaking not to
appoint a proxy for or to attend any such meetings mentioned in the paragraph
above.
3
<PAGE>
The undersigned hereby represents and warrants that the undersigned (i) has
not received or sent copies of the Offer to Purchase or this Letter of
Transmittal or any Form of Acceptance or any related documents in, into or from
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 and Japan.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the ADSs tendered
hereby and all Rights and that when the same are accepted for payment by the
Offeror, the Offeror will acquire good and unencumbered title thereto and to all
Rights, free and clear of all liens, equitable interests, charges, encumbrances
and not subject to any adverse claims and together with all rights attaching
thereto, including, without limitation, the right to all dividends and other
distributions declared, paid or made on or after the date of acceptance. The
undersigned, upon request, will execute and deliver any additional documents
deemed by the U.S. Depositary or the Offeror to be necessary or desirable to
complete the sale, assignment and transfer of the ADSs tendered hereby and all
Rights. In addition, the undersigned shall remit and transfer promptly to The
Bank of New York for the account of the Offeror all Distributions in respect of
the Ordinary Shares represented by the ADSs tendered hereby, accompanied by
appropriate documentation of transfer, and pending such remittance and transfer
or appropriate assurance thereof, the Offeror shall be entitled to all rights
and privileges as owner of each such Distribution and may withhold the entire
purchase price of the ADSs tendered hereby, or deduct from such purchase price,
the amount or value of such Distribution as determined by the Offeror in its
sole discretion.
The undersigned hereby appoints the U.S. Depositary and U.K. Receiving Agent
to act on behalf of the undersigned, subject to such holder's withdrawal rights,
including, without limitation, to complete and execute any form of transfer or
renunciation with respect to the undersigned's tendered Shares, deliver such
form of transfer or renunciation and take any other act desirable to vest in the
Offeror ownership of such tendered Shares.
The undersigned hereby agrees to ratify everything that may be done or
effected by any director of, or person authorized by, the Offeror or the U.S.
Depositary or U.K. Receiving Agent in exercise of the powers and authorities
related to tendering Shares into the Offer. The undersigned further agrees to do
all such acts and things as shall, in the opinion of the Offeror, the U.S.
Depositary or U.K. Receiving Agent, be necessary or expedient to vest in the
Offeror or its nominee(s) or such other person(s) as the Offeror may decide the
number of Shares to which this Letter of Transmittal relates and to enable the
Offeror, the U.S. Depositary and U.K. Receiving Agent and any of their agents to
secure the full benefit of the power and authority granted as described above.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that tenders of ADSs pursuant to any one of the
procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute an agreement between the undersigned and the
Offeror upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of any ADSs accepted for payment, and
return any ADRs evidencing ADSs not tendered or not accepted for payment, in the
name(s) of the registered holder(s) appearing above under "Description of
American Depositary Shares Tendered." Similarly, unless otherwise indicated
under "Special Delivery Instructions," please mail the check for the purchase
price of any ADSs accepted for payment and return any ADRs not tendered or not
accepted for payment (and accompanying documents, as appropriate) to the address
of registered holder(s) appearing above under "Description of American
Depositary Shares
4
<PAGE>
Tendered." If both "Special Payment Instructions" and "Special Delivery
Instructions" are completed, please issue the check for the purchase price of
any ADSs purchased and return any ADRs representing ADSs not tendered or not
purchased in the name(s) of, and deliver said check and any ADRs to, the
person(s) so indicated. Holders tendering ADSs by book-entry transfer may
request that any ADSs not accepted for payment be returned by crediting such
account maintained at such Book-Entry Transfer Facility as such holder may
designate by making an appropriate entry under "Special Payment Instructions."
The undersigned recognizes that the Offeror has no obligation, pursuant to the
"Special Payment Instructions," to transfer any ADSs from the name of the
registered holder(s) thereof if the Offeror does not accept for payment any of
the ADSs so tendered.
5
<PAGE>
-------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of ADSs
purchased or ADRs evidencing ADSs not tendered or not purchased are to be
issued in the name of someone other than the undersigned or if ADSs tendered
hereby and delivered by book-entry transfer which are not accepted for
payment are to be returned by credit to an account at the Book-Entry
Transfer Facility other than designated above.
Issue: / / Check / / ADR(s) to:
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
------------------------------------------------------
------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of ADSs
purchased or ADRs evidencing ADSs not tendered or not purchased are to be
mailed to someone other than the undersigned or to the undersigned at an
address other than that shown below the undersigned's signature(s).
Mail: / / Check / / ADR(s) to:
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
------------------------------------------------------
POUNDS STERLING PAYMENT ELECTION
/ / Check box ONLY if you wish to receive all (but not part) of the amount
of cash consideration to be paid by a check in pounds sterling in an amount to
be determined as described in Section 2 of the Offer to Purchase. If you do not
check this box you will receive payment by a check in U.S. dollars. You may not
elect to receive both pounds sterling and U.S. dollars. Please read Section 2 of
the Offer to Purchase before electing to receive your consideration in pounds
sterling.
6
<PAGE>
IMPORTANT
SECURITYHOLDERS: SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
SIGNATURE(S) OF SECURITYHOLDER(S)
Dated: ___________, 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on ADR(s)
or on a security position listing or by the person(s) authorized to become
registered holder(s) by certificates and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)
Name(s) ______________________________________________________________________
(PLEASE PRINT)
Name of Firm _________________________________________________________________
Capacity (full title) ________________________________________________________
(SEE INSTRUCTIONS)
Address ______________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _______________________________________________
Tax Identification or Social Security Number _________________________________
(SEE SUBSTITUTE FORM W-9 ON REVERSE
SIDE)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW.
Authorized signature(s) ______________________________________________________
Name _________________________________________________________________________
Name of Firm _________________________________________________________________
Address ______________________________________________________________________
______________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _______________________________________________
Dated:___________, 2000
7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, signatures
on all Letters of Transmittal must be guaranteed by a firm that is a bank,
broker, dealer, credit union, savings association or other entity which is a
member in good standing of the Securities Transfer Agents Medallion Program or
by any other bank, broker, dealer, credit union, savings association or other
entity which is an "eligible guarantor institution," as such term is defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each of the
foregoing constituting an "Eligible Institution"), unless the ADSs tendered
hereby are tendered (i) by a registered holder of ADSs who has not completed
either the box labeled "Special Payment Instructions" or the box labeled
"Special Delivery Instructions" on the Letter of Transmittal or (ii) for the
account of an Eligible Institution. See Instruction 5. If the ADRs are
registered in the name of a person or persons other than the signer of this
Letter of Transmittal, or if payment is to be made or delivered to, or ADRs
evidencing unpurchased ADSs are to be issued or returned to, a person other than
the registered owner or owners, then the tendered ADRs must be endorsed or
accompanied by duly executed stock powers, in either case signed exactly as the
name or names of the registered owner or owners appear on the ADRs or stock
powers, with the signatures on the certificates or stock powers guaranteed by an
Eligible Institution as provided herein. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND ADRS. This Letter of Transmittal
is to be used either if ADRs are to be forwarded herewith or, unless an Agent's
Message (as defined in the Offer to Purchase) is utilized, if the delivery of
ADS is to be made by book-entry transfer pursuant to the procedures set forth in
Section 3 of the Offer to Purchase. ADRs for all physically delivered ADSs, or a
confirmation of a book-entry transfer ("Book-Entry Transfer") into the U.S.
Depositary's account at the Book-Entry Transfer Facility of all ADSs delivered
electronically, as well as a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) and any other documents required by this
Letter of Transmittal, or an Agent's Message in the case of a book-entry
delivery, must be received by the U.S. Depositary at one of its addresses set
forth on the front page of this Letter of Transmittal prior to the Expiration
Date. Securityholders who cannot deliver their ADRs and all other required
documents to the U.S. Depositary prior to the Expiration Date must tender their
ADSs pursuant to the guaranteed delivery procedures set forth in Section 3 of
the Offer to Purchase. Pursuant to such 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
the Offeror, must be received by the U.S. Depositary prior to the Expiration
Date; and (c) the ADRs for all tendered ADSs, in proper form for tender, or a
confirmation of a book-entry transfer (a "Book-Entry Confirmation") into the
U.S. Depositary's account at the Book-Entry Transfer Facility of all ADSs
delivered electronically, as well as a properly completed and duly executed
Letter of Transmittal (or a facsimile thereof), and any other documents required
by this Letter of Transmittal, must be received by the U.S. Depositary within
(3) three trading days after the date of execution of such Notice of Guaranteed
Delivery, all as provided in Section 3 of the Offer to Purchase. The term
"trading day" is any day on which the Nasdaq National Market ("Nasdaq") is open
for business.
THE METHOD OF DELIVERY OF ADRS, THIS LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY,
IS AT THE OPTION AND RISK OF THE TENDERING SECURITYHOLDER. THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE U.S. DEPOSITARY (INCLUDING, IN
THE CASE OF A BOOK-ENTRY TRANSFER, BY A 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 alternative, conditional or contingent tenders will be accepted, and no
fractional ADSs will be purchased. By executing this Letter of Transmittal (or a
facsimile thereof), the tendering securityholder waives any right to receive any
notice of the acceptance for payment of the ADSs.
8
<PAGE>
3. INADEQUATE SPACE. If the space provided herein is inadequate, the ADR
numbers and/or the number of ADSs evidenced by such ADRs and the number of ADSs
tendered, and any other required information, should be listed on a separate
schedule attached hereto and separately signed on each page thereof in the same
manner as this Letter of Transmittal is signed.
4. PARTIAL TENDERS (NOT APPLICABLE TO SECURITYHOLDERS WHO TENDER BY
BOOK-ENTRY TRANSFER). If fewer than all the ADSs evidenced by any ADRs
delivered to the U.S. Depositary are to be tendered, fill in the number of ADSs
which are to be tendered in the box entitled "Number of ADSs Tendered." In such
case, new ADR(s) for the remainder of the ADSs represented by the old ADRs will
be sent to the person(s) signing this Letter of Transmittal unless otherwise
provided in the appropriate box marked "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal, as promptly as
practicable following the tendered ADSs are purchased. All ADSs evidenced by
ADRs delivered to the U.S. 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 ADSs
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the ADRs without alteration, enlargement or any change whatsoever.
If any ADSs tendered hereby is held of record by two or more persons, all
such persons must sign this Letter of Transmittal.
If any ADSs tendered hereby is registered in names of different holders, it
will be necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of such ADSs.
If this Letter of Transmittal is signed by the registered holder(s) of the
ADSs tendered hereby, no endorsements of ADRs or separate stock powers are
required, unless payment of the purchase price is to be made, or ADRs evidencing
ADSs not tendered or not purchased are to be returned, in the name of any person
other than the registered holder(s), in which case the ADRs evidencing such ADSs
tendered hereby must be endorsed, or accompanied by, appropriate stock powers,
in either case signed exactly as the name(s) of the registered holder(s)
appear(s) on the ADRs. Signatures on any such 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 ADSs tendered hereby, the ADRs evidencing the ADSs
tendered hereby must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear(s)
on the ADRs. Signature(s) on any such ADRs or stock powers must be guaranteed by
an Eligible Institution.
If this Letter of Transmittal or any ADR or stock power is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Offeror of the authority of such person so to act must be submitted.
6. STOCK TRANSFER TAXES. The Offeror will pay or cause to be paid any
stock transfer taxes with respect to the sale and transfer of any ADSs to it or
its order pursuant to the Offer. If, however, payment of the purchase price is
to be made to, or ADRs evidencing ADSs not tendered or not purchased are to be
returned in the name of, any person other than the registered holder(s), then
the amount of any stock transfer taxes (whether imposed on the registered
holder(s), such other person or otherwise) payable 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 THE ADRS EVIDENCING THE ADSS LISTED IN THIS
LETTER OF TRANSMITTAL.
9
<PAGE>
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTION. If the check for the purchase
price of any ADSs purchased is to be issued, or any ADRs evidencing ADSs not
tendered or not purchased are to be returned, in the name of a person other than
the person(s) signing this Letter of Transmittal or if the check or any such
ADRs are to be mailed to someone other than the person(s) signing this Letter of
Transmittal or to the person(s) signing this Letter of Transmittal at an address
other than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. Securityholders tendering ADSs by book-entry transfer may
request that ADSs not purchased be credited to such account at the Book-Entry
Transfer Facility as such securityholder may designate under "Special Payment
Instructions." If no such instructions are given, any such ADSs not purchased
will be returned by crediting the account at the Book-Entry Transfer Facility
designated above.
8. SUBSTITUTE FORM W-9. Under U.S. Federal income tax law, a tendering
securityholder whose ADSs are accepted for payment is required to provide the
U.S. Depositary with such securityholder's correct taxpayer identification
number ("TIN") on Substitute Form W-9, which is provided below, unless an
exemption applies. Failure to provide the information on the Substitute
Form W-9 may subject the tendering securityholder to a $50 penalty and to 31%
federal income tax backup withholding on the payment of the purchase price for
the ADS. If the tendering securityholder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future, such
securityholder should write "Applied For" in the space provided for the TIN in
Part 1, sign and date the Substitute Form W-9 and sign and date the Certificate
of Awaiting Taxpayer Identification Number. If "Applied For" is written in
Part 1, The Bank of New York will be required to withhold thirty one
(31) percent of all payments made for surrendered ADSs except that if The Bank
of New York is provided with a TIN within 60 calendar days, the amount of such
withholding will be refunded to the tendering securityholder.
9. FOREIGN HOLDERS. Foreign holders must submit a completed IRS Form W-8
to avoid 31% backup withholding. IRS Form W-8 may be obtained by contacting the
Depositary at one of the addresses on the face of this Letter of Transmittal.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
or additional copies of the Offer to Purchase and this Letter of Transmittal may
be obtained from the Information Agent at its address or telephone number set
forth below.
11. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by the
Offeror (subject to certain limitations in the Acquisition Agreement), in whole
or in part, at any time or from time to time, in the Offeror's sole discretion.
12. LOST, DESTROYED, MUTILATED, OR STOLEN ADRS. If any ADRs representing
ADSs have been lost, destroyed, mutilated, or stolen, the securityholder should
promptly notify the U.S. Depositary. The securityholder will then be instructed
as to the steps to be taken in order to replace the ADRs. This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed, mutilated or stolen ADRs have been followed.
13. CANCELLATION FEE. Holders of ADSs will bear the fees associated with
the cancellation of the ADSs, which will occur following acceptance of the Offer
pursuant to the terms of the Deposit Agreement (as defined in the Offer to
Purchase) among Smallworld and The Bank of New York. This fee will be U.S. $0.05
per ADS.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE COPY HEREOF (TOGETHER
WITH ADRS OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE U.S.
DEPOSITARY PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).
IMPORTANT TAX INFORMATION
Under federal income tax law, a securityholder whose tendered ADSs are
accepted for payment is required to provide the U.S. Depositary with such
securityholder's correct TIN on the Substitute
10
<PAGE>
Form W-9. If such securityholder is an individual, the TIN is such
securityholder's Social Security Number. If the U.S. Depositary is not provided
with the correct TIN, the securityholder may be subject to a $50 penalty imposed
by the Internal Revenue Service. In addition, payments that are made to such
securityholder with respect to ADSs purchased pursuant to the Offer may be
subject to backup withholding.
Certain securityholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that securityholder must submit a statement (on Form W-8),
signed under penalties of perjury, attesting to that individual's exempt status.
A substitute Form W-8 is provided under "Important Tax Information" below. A
holder of ADSs should consult his or her tax advisor as to his or her
qualifications for an exemption from backup withholding and the procedure for
obtaining such exemption. All exempt recipients (including foreign persons
wishing to qualify as exempt recipients) should see the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the U.S. Depositary is required to withhold
31% of any payments made to the securityholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If backup withholding
results in an overpayment of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup federal income tax withholding on payments that are made
to a securityholder with respect to ADSs purchased pursuant to the Offer, the
securityholder is required to notify the U.S. Depositary of such
securityholder's correct TIN by completing the form certifying that the TIN
provided on the Substitute Form W-9 is correct.
WHAT NUMBER TO GIVE THE U.S. DEPOSITARY
The securityholder is required to give the U.S. Depositary the Social
Security Number or Employer Identification Number of the record owner of the
ADSs. If the ADRs evidencing the ADSs are in more than one name or are not in
the name of the actual owner, consult the enclosed Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9 for additional
guidelines on which number to report.
11
<PAGE>
IMPORTANT TAX INFORMATION
<TABLE>
<S> <C> <C>
---------------------------------------------------------------------------------------------------------------
PAYER'S NAME: THE BANK OF NEW YORK, AS THE U.S. DEPOSITARY
---------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE ------------------------
FORM W-9 PROVIDE YOUR TIN IN Social Security Number
Department of the Treasury THE BOX AT RIGHT AND or ------------------------------------
Internal Revenue Service CERTIFY BY SIGNING Employer Identification No.
AND DATING BELOW. (If awaiting TIN write "Applied For")
------------------------------------------------------------------
PART II--For payees NOT subject to backup withholding, see the
enclosed Guidelines for Certification of Taxpayer Identification
Payer's Request for Number on Substitute Form W-9 and complete as instructed therein.
Taxpayer Identification Certification--Under Penalties of Perjury, I certify that:
Number ("TIN") and
Certification (1) The number shown on this form is my correct TIN (or I am
waiting for a number to be issued to me); and
(2) I am not subject to backup withholding because either (a) I am
exempt from backup withholding, or (b) I have not been notified by
the Internal Revenue Service ("IRS") that I am subject to
backup withholding as a result of failure to report all
interest or dividends, or (c) the IRS has notified me that I
am no longer subject to backup withholding.
---------------------------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS that you
are 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 were no longer subject to backup withholding, do not cross out item (2).
(Also see the instructions in the enclosed Guidelines.)
--------------------------------------------------------------------------------------------------------------
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE
CERTIFICATES REQUIRED TO AVOID BACKUP WITHHOLDING.
--------------------------------------------------------------------------------------------------------------
Signature:
-------------------------------------------------------------------------------------------------------------- Date:
----------------------------------------------------------------------------------------------------------------------,
2000
---------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 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.
12
<PAGE>
<TABLE>
<S> <C> <C>
-----------------------------------------------------------------------------------------------------
W-8
SUBSTITUTE
FORM Name of Owner
Department of the Treasury
Internal Revenue Service U.S. Taxpayer I.D. Number (if any)
Certificate of
Foreign Status Permanent Address (see enclosed Guidelines)
Current Mailing Address (if different from Permanent
Address)
CERTIFICATION:
UNDER PENALTIES OF PERJURY, I CERTIFY THAT I AM AN EXEMPT
FOREIGN PERSON BECAUSE:
1. I am a nonresident alien individual or a foreign
corporation, partnership, estate or trust;
2. I am an individual who has not been, and plans not to
be, present in the United States for a total of 183 days or
more during the calendar year; and
3. I am neither engaged, nor plan to be engaged during the
year in a United States trade or business that has
effectively connected gains from transactions with a
broker or barter exchange.
Signature Date
-----------------------------------------------------------------------------------------------------
</TABLE>
FOR ASSISTANCE IN COMPLETING THE SUBSTITUTE FORM W-8 PLEASE REVIEW THE
"GUIDELINES FOR CERTIFICATION OF FOREIGN STATUS ON SUBSTITUTE FORM W-8 BELOW."
GUIDELINES FOR CERTIFICATION OF FOREIGN STATUS
ON SUBSTITUTE FORM W-8
<TABLE>
<CAPTION>
PERMANENT ADDRESS:
<S> <C>
IF YOU ARE: SHOW THE ADDRESS OF:
An individual Your permanent residence
A partnership or corporation Principal office
An estate or trust Permanent residence or principal office of
any fiduciary
</TABLE>
13
<PAGE>
NONRESIDENT ALIEN INDIVIDUAL: For United States federal income tax purposes,
"nonresident alien individual" means an individual who is neither a United
States citizen nor resident. Generally, an alien is considered to be a United
States resident if:
The individual was a lawful permanent resident of the United States at
any time during the calendar year, that is the alien held an immigrant visa
(a "green card"), or
The individual was physically present in the United States on:
1. at least 31 days during the calendar year, and
2. 183 days or more during the current year and the two preceding
calendar years (counting all the days of physical presence in the
current year, one-third the number of days of presence in the first
preceding year, and one-sixth of the number of days in the second
preceding year).
EXEMPT FOREIGN PERSON: If you do not meet the requirements of certification
number two or three above, you may instead certify on Internal Revenue Service
Form 1001, Ownership, Exemption, or Reduced Rate Certificate, that your country
has a tax treaty with the United States that exempts your transactions from
United States tax. FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR
THE INTERNAL REVENUE SERVICE.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE
AWAITING YOUR TIN.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a TIN has not been issued to me,
and either (1) I have mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office or (2) I intend
to mail or deliver an application in the near future. I understand that if I do
not provide a TIN by the time of payment, 31% of all payments pursuant to the
Offer made to me thereafter will be withheld until I provide a number.
<TABLE>
<S> <C>
, 2000
Signature Date Date
</TABLE>
Questions and requests for assistance or additional copies of the Offer to
Purchase, this Letter of Transmittal and other tender offer materials may be
directed to the Information Agent at its address and telephone number set forth
below:
------------------------
THE INFORMATION AGENT FOR THE OFFER IS:
[LOGO]
<TABLE>
<S> <C>
New York London
445 Park Avenue, 5th Floor 1 Queen Anne's Gate
New York, New York 10022 London, England SW1H 9BT
(212) 754-8000 (011) 44-207-222-4645
</TABLE>
U.S. BANKS AND BROKERAGE FIRMS CALL TOLL FREE: (800) 662-5200
U.S. SECURITYHOLDERS PLEASE CALL TOLL FEE: (800) 566-9061
SECURITY HOLDERS OUTSIDE THE U.S. PLEASE CALL COLLECT
THE DEALER MANAGER FOR THE OFFER IS:
[LOGO]
55 East 52nd Street
New York, New York 10055
Call Collect: (212) 409-6537
