Candover & GS CapPtn - Recommended Offer for Expro
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RNS Number:5288S
Candover Partners & GS Cap Partners
17 April 2008
Not for release, publication or distribution, in whole or in part, in or into
any jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction.
FOR IMMEDIATE RELEASE
17 April 2008
Recommended cash acquisition
of
Expro International Group plc
by
Umbrellastream Limited
a company formed and ultimately owned by a consortium comprising funds managed
or advised by Candover Partners Limited, together with Goldman Sachs Capital
Partners and AlpInvest Partners N.V.
Summary
• The Board of Umbrellastream and the Independent Directors of Expro are
pleased to announce that they have reached agreement on the terms of a
recommended cash acquisition of the entire issued and to be issued Expro Shares
at a price of 1435 pence in cash for each Expro Share, valuing the entire issued
and to be issued share capital of Expro at approximately £1,605 million.
• Umbrellastream is a newly-incorporated company formed at the direction of
a consortium comprising funds managed or advised by Candover, together with
Goldman Sachs Capital Partners and AlpInvest for the purpose of implementing the
Acquisition.
• Expro is a leading provider of well flow management services and products
that measure, improve, control and process flow from high-value oil and gas
wells. Expro employs more than 4,000 staff and operates in over 50 countries.
• It is intended that the Acquisition will be implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
and that the Scheme will become effective by the end of the second quarter of
2008, subject to the satisfaction of all relevant conditions, including the
Conditions as set out in Appendix 1 to this announcement. The Scheme Document
will be posted to Shareholders as soon as reasonably practicable.
• The price of 1435 pence for each Expro Share represents:
- a premium of 54.9 per cent. to the Closing Price of 926.5 pence per Expro
Share on 28 February 2008 (being the last Business Day before Expro announced it
had received a proposal which may or may not lead to an offer for the company);
- a premium of 56.5 per cent. to the Closing Price of 917.2 pence per Expro
Share (being the average Closing Price for the one month ended on 28 February
2008); and
- a premium of 8.5 per cent. to the Closing Price of 1322 pence per Expro
Share on 16 April 2008 (being the last Business Day prior to this announcement).
• The Independent Directors of Expro, who have been so advised by JPMorgan
Cazenove, consider the terms of the Acquisition to be fair and reasonable. In
providing its advice, JPMorgan Cazenove has taken into account the commercial
assessments of the Independent Directors of Expro. Accordingly, the Independent
Directors of Expro intend unanimously to recommend that Expro Shareholders vote
in favour of the resolutions relating to the Acquisition at the Meetings (or, in
the event that the Acquisition is implemented by way of a takeover offer, to
accept or procure acceptance of such offer) as the Independent Directors have
irrevocably undertaken to do in respect of their own beneficial holdings of
110,966 Expro Shares in aggregate, representing approximately 0.10 per cent. of
Expro's issued share capital.
• Umbrellastream has received irrevocable undertakings from the Directors of
Expro to vote in favour of the resolution relating to the Scheme at the Court
Meeting and the Special Resolution at the EGM in respect of their entire
beneficial holdings, amounting to 409,731 Expro Shares in aggregate and
representing approximately 0.37 per cent. of Expro's existing issued ordinary
share capital. Further details of these irrevocable undertakings are set out in
Appendix 3 to this announcement.
• Commenting on today's announcement, John Arney, a director of
Umbrellastream, said:
"Candover, Goldman Sachs Capital Partners and Alplnvest are delighted that the
Independent Directors of Expro have unanimously agreed to recommend our offer.
We have significant experience in the oilfield services sector and look forward
to working with Expro's employees, customers and other stakeholders to
strengthen Expro's already impressive market position through continued
investment in people and leading technologies."
• Commenting on the Acquisition, Dr. Chris Fay, Chairman of Expro, said:
"Expro has grown rapidly in recent years, both organically and through strategic
acquisitions, to become a leading player in well flow management and a leading
provider of services and products that measure, improve, control and process
flow from high-value oil and gas wells. Umbrellastream's cash offer provides
Expro shareholders with certain value today and fairly reflects both the value
that has been created during this period and the future potential of the Group."
This summary should be read in conjunction with the following full announcement
and the Appendices.
The Acquisition will be subject to the conditions set out in Appendix 1 to the
full announcement and to the full terms and conditions which will be set out in
the Scheme Document. Appendix 2 to the full announcement contains bases and
sources of certain information contained in this announcement. Details of
irrevocable undertakings received by Umbrellastream are set out in Appendix 3 to
the full announcement. Certain terms used in this announcement are defined in
Appendix 4 to the full announcement.
Enquiries:
Candover +44 20 7489 9848
John Arney
Mark Dickinson
Goldman Sachs Capital Partners +44 20 7774 1000
Richard Butland
Till Hufnagel
Goldman Sachs International +44 20 7774 1000
(financial adviser to Umbrellastream)
Richard Campbell-Breeden
Nimesh Khiroya
Phil Raper (Corporate Broking)
RBC Capital Markets +44 20 7653 4000
(financial adviser to Umbrellastream)
Tim Chapman
Louise Mooney
Tulchan Communications +44 20 7353 4200
(PR adviser to Umbrellastream)
Peter Hewer
Susanna Voyle
JPMorgan Cazenove +44 20 7588 2828
(financial adviser to Expro)
Barry Weir
Andrew Truscott
Guy Marks
Weber Shandwick Financial +44 20 7067 0700
(PR adviser to Expro)
Nick Oborne
Rachel Taylor
This announcement is not intended to and does not constitute or form part of any
offer to sell or subscribe for or any invitation to purchase or subscribe for
any securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise. The Acquisition will be made solely
pursuant to the terms of the Scheme Document, which will contain the full terms
and conditions of the Acquisition, including details of how to vote in respect
of the Acquisition. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information contained in the
Scheme Document.
This announcement does not constitute a prospectus or prospectus equivalent
document.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. In
particular, the ability of persons who are not resident in the United Kingdom to
vote their Expro Shares with respect to the Scheme at the Court Meeting, or to
execute and deliver forms of proxy appointing another to vote at the Court
Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. This announcement has been prepared
for the purpose of complying with English law and the Takeover Code and the
information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. If the Acquisition is
implemented by way of an offer (unless otherwise determined by Umbrellastream
and the Consortium and permitted by applicable law and regulation), the offer
may not be made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.
Notice to US investors in Expro: The Acquisition relates to the shares of an
English company and is being made by means of a scheme of arrangement provided
for under English company law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure requirements of United
States tender offer and proxy solicitation rules. If, in the future,
Umbrellastream exercises is right to implement the Acquisition by way of a
takeover offer and determines to extend the offer into the United States, the
Acquisition will be made in compliance with applicable United States laws and
regulations. Financial information included in this announcement and the Scheme
Documentation has been or will have been prepared in accordance with accounting
standards applicable in the United Kingdom that may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in the
United States.
It may be difficult for US holders of Expro Shares to enforce their rights and
any claim arising out of the US federal securities laws, since Umbrellastream
and Expro are located in a non-US jurisdiction, and some or all of their
officers and directors may be residents of a non-US jurisdiction. US holders of
Expro Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations for the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
Goldman Sachs International, which is authorised and regulated in the UK by the
FSA, is acting exclusively for the Consortium and no one else in connection with
the Acquisition and will not be responsible to anyone other than the Consortium
for providing the protections afforded to clients of Goldman Sachs International
or for providing advice in relation to the Acquisition or any other matters
referred to in this announcement.
RBC Capital Markets, which is authorised and regulated in the UK by the FSA, is
acting exclusively for the Consortium and no one else in connection with the
Acquisition and will not be responsible to anyone other than the Consortium for
providing the protections afforded to clients of RBC Capital Markets or for
providing advice in relation to the Acquisition or any other matters referred to
in this announcement.
JPMorgan Cazenove, which is authorised and regulated in the UK by the FSA, is
acting exclusively for Expro and no one else in connection with the Acquisition
and will not be responsible to anyone other than Expro for providing the
protections afforded to clients of JPMorgan Cazenove or for providing advice in
relation to the Acquisition or any other matters referred to in this
announcement.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Expro and certain
plans and objectives of the Consortium and/or Umbrellastream with respect
thereto. These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning. These statements
are based on assumptions and assessments made by Expro, the Consortium and/or
Umbrellastream in light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of such
forward-looking statements in this document could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the expectations
reflected in such forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and you are
therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this document. None of Expro, the
Consortium and Umbrellastream assumes any obligation to update or correct the
information contained in this document (whether as a result of new information,
future events or otherwise), except as required by applicable law.
There are several factors which could cause actual results to differ materially
from those expressed or implied in forward looking statements. Among the factors
that could cause actual results to differ materially from those described in the
forward looking statements are changes in the global, political, economic,
business, competitive, market and regulatory forces, future exchange and
interest rates, changes in tax rates and future business combinations or
dispositions.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any
class of "relevant securities" of Expro, all "dealings" in any "relevant
securities" of Expro (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Scheme becomes effective in accordance with its
terms, lapses or is otherwise withdrawn or on which the "offer period" otherwise
ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Expro, they will be deemed to be a single person for the purpose
of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in
"relevant securities" of Expro by Umbrellastream or Expro, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also be
found on the Panel's website. If you are in any doubt as to whether or not you
are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Not for release, publication or distribution, in whole or in part, in or into
any jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction.
FOR IMMEDIATE RELEASE
17 April 2008
Recommended cash acquisition
of
Expro International Group plc
by
Umbrellastream Limited
a company formed and ultimately owned by a consortium comprising funds managed
or advised by Candover Partners Limited, together with Goldman Sachs Capital
Partners and AlpInvest Partners N.V.
1. Introduction
The Board of Umbrellastream and the Independent Directors of Expro
are pleased to announce that they have reached agreement on the terms of a
recommended cash acquisition by Umbrellastream of the entire issued and to be
issued share capital of Expro.
Umbrellastream is a newly-incorporated company formed at the direction of a
consortium comprising funds managed or advised by Candover, together with
Goldman Sachs Capital Partners and AlpInvest for the purpose of implementing the
Acquisition.
2. The Acquisition
It is intended that the Acquisition will be effected by way of a
court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
The purpose of the Scheme is to enable Umbrellastream to acquire the whole of
the issued and to be issued ordinary share capital of Expro. Under the terms of
the Scheme, which will be subject to the Conditions and other terms set out in
this announcement and to the further terms to be set out in the Scheme Document,
Expro Shareholders will receive:
For each Expro Share 1435 pence in cash
The terms of the Acquisition value the entire issued and to be issued share
capital of Expro at approximately £1,605 million and the price of 1435 pence per
Expro Share represents:
- a premium of 54.9 per cent. to the Closing Price of 926.5 pence per Expro
Share on 28 February 2008 (being the last Business Day before Expro announced it
had received a proposal which may or may not lead to an offer for the company);
- a premium of 56.5 per cent. to the Closing Price of 917.2 pence per Expro
Share (being the average Closing Price for the one month ended on 28 February
2008); and
- a premium of 8.5 per cent. to the Closing Price of 1322 pence per Expro
Share on 16 April 2008 (being the last Business Day prior to this announcement.)
3. Recommendation
The Independent Directors of Expro, who have been so advised by JPMorgan
Cazenove, consider the terms of the Acquisition to be fair and reasonable. In
providing its advice, JPMorgan Cazenove has taken into account the commercial
assessments of the Independent Directors of Expro.
Accordingly, the Independent Directors of Expro intend unanimously to recommend
that Expro Shareholders vote in favour of the resolutions relating to the
Acquisition at the Meetings (or, in the event that the Acquisition is
implemented by way of a takeover offer, to accept or procure acceptance of such
offer) as the Independent Directors have irrevocably undertaken to do in respect
of their own beneficial holdings of 110,966 Expro Shares in aggregate,
representing approximately 0.10 per cent. of Expro's issued share capital.
The Independent Directors comprise Dr Chris Fay, Mr Roger Boyes, Mr Terry
Lazenby and Mr Bob Bennett. Umbrellastream intends to enter into discussions
with the Executive Directors in due course regarding their potential continued
involvement in the on-going business of Expro and therefore the Executive
Directors cannot be treated as independent directors of Expro. Accordingly, the
Executive Directors have absented themselves from the final deliberations in
connection with the Acquisition and a committee of the Board, comprising the
Independent Directors, has been established for the purpose of finalising and
agreeing the terms of the Acquisition and making the recommendation in relation
to the Acquisition.
4. Background to, and reasons for, the recommendation
Expro has grown rapidly in the last five years, both organically and through
strategic acquisitions, to become a leading player in well flow management and a
leading provider of services and products that measure, improve, control and
process flow from high-value oil and gas wells. During this period the Expro
Group's revenue has grown by 138 per cent. from £217.9 million in the financial
year ended 31 March 2003 to £518.8 million in the financial year ended 31 March
2007 and earnings per share from 20.5 pence to 37.8 pence over the same period.
Between 31 March 2003 and 16 April 2008, the market capitalisation of Expro has
increased from £212 million to £1.46 billion.
On 29 February 2008, Expro announced it had received a very preliminary proposal
which may or may not lead to an offer for Expro. This initial offer from the
Consortium was taken to Expro's Board and rejected. On 14 March 2008, the Board
of Expro received a revised proposal from the Consortium of 1435 pence per Expro
Share.
Since then the Board and its financial adviser, JPMorgan Cazenove, has been
involved in discussions with the Consortium as well as a number of other parties
about their possible interest in making an offer for Expro. As part of these
discussions, a number of parties were given the same access to management and
due diligence as the Consortium.
As at 17 April 2008, one of those parties continues to conduct due diligence on
Expro. There can be no certainty that a formal offer will ultimately be
forthcoming from this party. On this basis, the Independent Directors of Expro
have decided to unanimously recommend the Acquisition.
The Independent Directors believe the price of 1435 pence for each Expro Share
represents a significant premium to the undisturbed trading price of Expro
Shares. The certainty and value of the cash offer today reflects both the
current trading performance of the Expro Group and its future potential. The
Independent Directors therefore concluded that the price of 1435 pence for each
Expro share is fair and reasonable and that the Acquisition should be
recommended to Expro Shareholders.
5. Irrevocable commitments
Umbrellastream has received irrevocable undertakings from the Directors of Expro
to vote in favour of the resolutions relating to the Scheme at the Court Meeting
and the Special Resolution at the EGM in respect of their entire beneficial
holdings, amounting to 409,731 Expro Shares in aggregate and representing
approximately 0.37 per cent. of Expro's existing issued ordinary share capital.
The undertakings from the Directors of Expro will cease to be binding if a third
party announces a firm intention to make an offer (under Rule 2.5 of the
Takeover Code) to acquire all the equity share capital of Expro on or before
11.59pm on the tenth business day prior to the date of the Court Meeting and EGM
which values the ordinary shares of Expro at a price per share being at least
12.5 per cent. higher than 1435 pence.
Further details of these irrevocable undertakings are set out in Appendix 3 to
this announcement.
6. Information relating to the Consortium and Umbrellastream
(a) Candover
Candover is a leading and long established provider of equity for larger
European buyouts, with a 28 year track record of making successful investments
and realisations. Candover has a total staff of 79, based in offices in London,
Paris, Milan and Madrid and specialises in arranging and leading large buyouts
and buy-ins across Europe, with a particular emphasis on the UK / Ireland,
Benelux, France, Germany, Italy, Spain and Scandinavia. Since its founding in
1980, Candover has invested in 135 buyouts worth over €42 billion and has led or
co-led 110 of these transactions. Candover's expertise in the oilfield services
sector is demonstrated by its participation in the management buy-out of Expro
in 1992, and more recently, its investments in Vetco International, Aibel,
Wellstream, Pipeline Integrity International and Wood Mackenzie.
(b) Goldman Sachs Capital Partners
Goldman Sachs Capital Partners is managed by the Principal Investment Area of
Goldman Sachs ("GS PIA"). GS PIA is one of the world's largest private equity
and mezzanine investors, having invested approximately US$50 billion in over 700
companies globally since 1986, and manages a diverse global portfolio of
companies with 140 employees active in the firm's New York, London, Hong Kong,
Tokyo, San Francisco and Mumbai offices. GS PIA's investment philosophy is
centred on (i) investing in world-class companies; (ii) acting as a patient and
supportive long-term investor; and (iii) partnering with quality managers whose
incentives are aligned with those of GS PIA. GS PIA has extensive experience
investing in the energy sector including investments in oilfield services
companies (Ensco, Sub Sea International, Seacor) and exploration and production
companies (Cobalt Energy, Cross Timbers Oil Company and Bill Barrett).
(c) AlpInvest
AlpInvest is one of the largest private equity investors in the world with over
EUR 40 billion (US$64 billion) under management. Approximately 80% of these
funds are committed to private equity investors globally, including through
secondary transactions, with the remainder invested directly in companies
located primarily in Europe and the US and increasingly in Asia. AlpInvest has
68 investment professionals based in Amsterdam, Hong Kong, London and New York.
Its main clients are Stichting Pensioenfonds ABP and Stichting Pensioenfonds
Zorg en Welzijn, two of the largest pension funds in the world with respectively
EUR 216 billion and EUR 88 billion of assets under management as at December
2007.
(d) Umbrellastream
Umbrellastream is a newly-incorporated company formed and ultimately owned by a
consortium of investors comprising funds managed or advised by Candover,
together with Goldman Sachs Capital Partners and AlpInvest and established to
implement the Acquisition.
7. Information relating to Expro and current trading
Expro is a leading provider of products and services in Well Testing &
Commissioning, Production Systems, Wireline Intervention, Drilling Chokes and
Connectors & Measurements that measure, improve, control and process flow from
high-value oil and gas wells. Through its global and regional operations, it
offers clients the expertise and reliability developed through years of
experience in the industry. With its head office in the UK, Expro employs more
than 4,000 highly-trained staff in over 50 countries.
On 25 March 2008, Expro announced that trading during the second half of the
year ended 31 March 2008 has continued to strengthen leading to a full year
outcome at the upper end of management's expectation.
8. Management, employees and locations
Umbrellastream attaches great importance to the skills and experience of the
existing management and employees of Expro. Umbrellastream confirms that it has
given assurances to the Independent Directors of Expro that, upon and following
completion of the Acquisition, it intends to fully safeguard the existing
employment rights of all Expro Group management and employees and to comply with
Expro's pension obligations for existing employees.
Umbrellastream intends to enter into discussions with senior management of
Expro, in due course, regarding their potential continuing involvement in the
on-going business of Expro. Although there have been preliminary discussions
between Umbrellastream and senior management of Expro regarding such on-going
involvement with the business, there are no agreements or arrangements between
Umbrellastream and senior management and no such agreements or arrangements with
senior management will be entered into at the current time and there will be no
further discussions during the offer period. The Acquisition is accordingly not
conditional on reaching agreement with senior management.
9. Expro Share Schemes
Participants in the Expro Share Schemes will be contacted regarding the effect
of the Acquisition on their rights under these schemes and provided with further
details concerning the proposals which will be made to them in due course.
Details of the proposals will be set out in the Scheme Document and in separate
letters to be sent to participants in the Expro Share Schemes.
10. Financing of the Acquisition
The cash consideration payable under the Acquisition and the costs of the
Acquisition will be financed by funds managed or advised by the Consortium and
by a banking syndicate including Royal Bank of Scotland plc, Lloyds TSB Bank
plc, Royal Bank of Canada, HSBC Bank plc and DnB NOR Bank ASA.
Full implementation of the Acquisition would result in cash consideration of
approximately £1,605 million being payable to Scheme Shareholders and
participants in the Expro Share Schemes.
Goldman Sachs International and RBC Capital Markets have confirmed that they are
satisfied that sufficient resources are available to Umbrellastream to enable it
to satisfy, in full, the consideration payable under the terms of the
Acquisition.
11. Implementation Agreement
Expro and Umbrellastream have entered into an Implementation Agreement in
relation to the implementation of the Acquisition and related matters. Pursuant
to the Implementation Agreement, Expro and Umbrellastream have agreed, inter
alia, subject to the fiduciary duties of the directors of each of the parties,
to take all such steps and actions and prepare all such documents necessary for
the implementation of the Acquisition on a timely basis in accordance with an
agreed timetable and in accordance with the terms of the Implementation
Agreement and the requirements of the Takeover Code, the Court and applicable
law and regulations.
As a pre-condition to Umbrellastream agreeing to announce the proposed
Acquisition, Expro has agreed to pay an inducement fee of an amount equal to one
per cent. of the value of the consideration payable under the terms of the
Acquisition if the proposed Acquisition is announced and:
(i) subsequently lapses is withdrawn or is not made and before this time an
independent competing transaction is announced which subsequently becomes
unconditional in all respects or otherwise completes; or
(ii) the Independent Directors withdraw, qualify or adversely modify their
recommendation of the Acquisition or agree to resolve to or announce their
intention to recommend an independent competing transaction.
Expro has also agreed not to pay an inducement fee to any other person in
connection with an independent competing transaction.
Expro has undertaken in the Implementation Agreement that it shall not, and
shall procure that no Expro Group Connected Person shall directly or indirectly,
solicit, encourage, initiate or otherwise seek to procure the submission of any
proposal, indication of interest or offer of any kind regarding an independent
competing transaction, other than responding to an independent competing
transaction where the Independent Directors determine in good faith that the
failure to do so would be in breach of their fiduciary duties or their duties
under the Takeover Code or the matter relates to continuing any discussions that
commenced prior to the date of the Implementation Agreement with any third party
relating to an independent competing transaction.
Expro has agreed in the Implementation Agreement, subject to confidentiality
obligations, to notify and provide Umbrellastream if it or any Expro Group
Connected Person: (i) receives any approach in relation to a possible
independent competing transaction; or (ii) receives any request for information
under Rule 20.2 of the Takeover Code. Expro has further agreed, subject to
confidentiality obligations, to disclose to Umbrellastream as soon as
practicable: (i) the price, form of consideration and identity of the offeror in
relation to any approach made after the date of this Agreement relating to an
independent competing transaction; (ii) the fact that the Board (or a committee
thereof) is considering such an independent competing transaction with details
of the price, form of consideration and identity of the offeror; and (iii) any
changes in the price, form of consideration and identity of offeror in relation
to any independent competing transaction details of which have already been
notified to Umbrellastream.
Further information regarding the Implementation Agreement will be set out in
the Scheme Document.
12. Further terms of the Acquisition
The Expro Shares will be acquired pursuant to the Acquisition fully paid and
free from all liens, charges, equities, encumbrances, rights of pre-emption and
any other interests of any nature whatsoever and together with all rights now or
hereafter attaching thereto, including voting rights and the right to receive
and retain in full all dividends and other distributions (if any) declared, made
or paid on or after the date of this announcement.
If the final dividend or any other dividend or other distribution in respect of
an Expro Share is declared after the date of this announcement and paid prior to
the Effective Date, the price payable pursuant to the Acquisition in respect of
an Expro Share will be reduced by the amount of the dividend. If the record
date in relation to any dividend or distribution is prior to the Effective Date,
Expro Shares will be acquired cum the entitlement to that dividend.
13. Extraordinary General Meeting
In view of the structure of the Acquisition, it will be necessary for Expro
Shareholders to approve certain matters relating to the implementation of the
Scheme.
The Special Resolution will be proposed at the EGM for these purposes and
further details will be set out in the Scheme Document.
14. Disclosure of Interests in Expro
Except as disclosed below, as at close of business on 15 April 2008 (the latest
practicable Business Day prior to the date of this announcement) neither
Umbrellastream, nor any directors of Umbrellastream, nor, so far as
Umbrellastream is aware, any person acting in concert with Umbrellastream has:
(i) any interest in or right to subscribe for any relevant securities of Expro,
nor (ii) any short positions in respect of relevant Expro securities (whether
conditional or absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery, nor
(iii) borrowed or lent any relevant Expro securities (save for any borrowed
shares which have been on-lent or sold):
Name Number of Expro Shares
Colin Buffin (jointly held) 2,001
Goldman Sachs International 195,616 (short position)
15. Description of the Scheme
It is intended that the Acquisition will be effected by means of a
court-sanctioned scheme of arrangement between Expro and the Scheme Shareholders
under Part 26 of the Companies Act 2006. The purpose of the Scheme is to provide
for Umbrellastream to become the owner of the whole of the issued ordinary share
capital of Expro.
Under the Scheme, the Acquisition is to be achieved by the cancellation of the
Scheme Shares held by Scheme Shareholders and the application of the reserve
arising from such cancellation in paying up in full a number of New Shares
(which is equal to the number of Scheme Shares cancelled) and issuing the same
to Umbrellastream and/or its nominees, in consideration for which Scheme
Shareholders will receive consideration on the basis set out in paragraph 2 of
this announcement.
The Acquisition will be subject to the Conditions and further terms and
conditions referred to in Appendix 1 to this announcement and to be set out in
the Scheme Document. The Consortium Members have agreed with Umbrellastream
that the prior written consent of the Consortium will be required in order for
Umbrellastream to waive a Condition, declare the Conditions satisfied or
otherwise to revise or modify the terms of the Acquisition. The consent of
Umbrellastream's banking syndicate will also be required to waive a Condition
which materially and adversely affects the interests of the lenders.
To become effective, the Scheme requires the approval of Scheme Shareholders by
the passing of a resolution at the Court Meeting. The resolution must be
approved by a majority in number of the Scheme Shareholders present and voting
(and entitled to vote), either in person or by proxy, representing not less than
three-fourths in value of the Scheme Shares held by such Scheme Shareholders.
Implementation of the Scheme, which must occur by 30 September 2008 unless Expro
and Umbrellastream agree (with the consent of the Panel and the approval of the
Court, if required) a later date, will also require the passing of the Special
Resolution, requiring the approval of Expro Shareholders representing at least
three-fourths of the votes cast at the EGM (either in person or by proxy). The
EGM will be held immediately after the Court Meeting. In respect of the Special
Resolution, Expro Shareholders will be entitled to cast one vote for each Scheme
Share held.
Following the Meetings, the Scheme must be sanctioned and the Capital Reduction
confirmed by the Court, and will only become effective on delivery to the
Registrar of Companies of:
(a) a copy of the Scheme Court Order sanctioning the Scheme; and
(b) a copy of the Reduction Court Order,
and, in the case of the Reduction Court Order, it being registered by the
Registrar of Companies.
Upon the Scheme becoming effective, it will be binding on all Expro
Shareholders, irrespective of whether or not they attended or voted at the Court
Meeting or the EGM and the cash consideration will be despatched by
Umbrellastream to Scheme Shareholders no later than 14 days after the Effective
Date.
Further details of the Scheme will be contained in the Scheme Document, which
will be posted to Expro Shareholders as soon as practicable. It is currently
anticipated that the Scheme will become effective in the second quarter of 2008,
subject to satisfaction of the conditions set out in Appendix 1 to this
announcement. Further details on the timetable for the implementation of the
Scheme will be set out in the Scheme Document.
16. Delisting and re-registration
Prior to the Scheme becoming effective, a request will be made to the London
Stock Exchange to cancel trading in Expro Shares on its market for listed
securities on the second Business Day following the Effective Date and the
United Kingdom Listing Authority will be requested to cancel the listing of the
Expro Shares from the Official List on the second Business Day following the
Effective Date.
Share certificates in respect of the Expro Shares will cease to be valid and
should be destroyed on the second Business Day following the Effective Date.
In addition, entitlements held within the CREST System to the Expro Shares will
be cancelled on the second Business Day following the Effective Date.
As soon as possible after the Effective Date, it is intended that Expro will be
re-registered as a private limited company.
17. Overseas shareholders
The availability of the Acquisition to Expro Shareholders who are not resident
in the United Kingdom may be affected by the laws of their jurisdiction. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Expro Shareholders who are in any
doubt regarding such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without delay.
18. General
Umbrellastream reserves the right to elect to implement the Acquisition by way
of a takeover offer for the entire issued and to be issued share capital of
Expro not already held by Umbrellastream as an alternative to the Scheme. In
such event, the takeover offer will be implemented on the same terms (subject to
appropriate amendments), so far as applicable, as those which would apply to the
Scheme and subject to the amendment referred to in paragraph 3 of Appendix 1 of
this announcement.
If the Acquisition is effected by way of an Offer and such Offer becomes or is
declared unconditional in all respects and sufficient acceptances are received
Umbrellastream intends to: (i) request the London Stock Exchange and the UK
Listing Authority cancel trading in Expro Shares on the London Stock Exchange's
main market for listed securities and the listing of the Expro Shares from the
Official List; and (ii) exercise its rights to apply the provisions of Chapter 3
of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Expro
Shares in respect of which the Offer has not been accepted.
The Acquisition will be on the terms and subject to the conditions set out in
Appendix I, and to be set out in the Scheme Document. The circular including
the Scheme and notices of the Court Meeting and Expro EGM will be sent to Expro
Shareholders as soon as reasonably practicable.
The Scheme will be governed by English law. The Scheme will be subject to the
applicable requirements of the Takeover Code, the Takeover Panel, the London
Stock Exchange and the UK Listing Authority. The bases and sources of certain
information contained in this announcement are set out in Appendix 2. Details
of the irrevocable undertakings received by Umbrellastream are set out in
Appendix 3. Certain terms used in this announcement are defined in Appendix 4.
This announcement is not intended to and does not constitute or form part of any
offer to sell or subscribe for or any invitation to purchase or subscribe for
any securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise. The Acquisition will be made solely
pursuant to the terms of the Scheme Document, which will contain the full terms
and conditions of the Acquisition, including details of how to vote in respect
of the Acquisition. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information contained in the
Scheme Document.
This announcement does not constitute a prospectus or prospectus equivalent
document.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. In
particular, the ability of persons who are not resident in the United Kingdom to
vote their Expro Shares with respect to the Scheme at the Court Meeting, or to
execute and deliver forms of proxy appointing another to vote at the Court
Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. This announcement has been prepared
for the purpose of complying with English law and the Takeover Code and the
information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. If the Acquisition is
implemented by way of an offer (unless otherwise determined by Umbrellastream
and the Consortium and permitted by applicable law and regulation), the offer
may not be made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.
Notice to US investors in Expro: The Acquisition relates to the shares of an
English company and is being made by means of a scheme of arrangement provided
for under English company law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure requirements of United
States tender offer and proxy solicitation rules. If, in the future,
Umbrellastream exercises is right to implement the Acquisition by way of a
takeover offer and determines to extend the offer into the United States, the
Acquisition will be made in compliance with applicable United States laws and
regulations. Financial information included in this announcement and the Scheme
Documentation has been or will have been prepared in accordance with accounting
standards applicable in the United Kingdom that may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in the
United States.
It may be difficult for US holders of Expro Shares to enforce their rights and
any claim arising out of the US federal securities laws, since Umbrellastream
and Expro are located in a non-US jurisdiction, and some or all of their
officers and directors may be residents of a non-US jurisdiction. US holders of
Expro Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations for the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
Goldman Sachs International, which is authorised and regulated in the UK by the
FSA, is acting exclusively for the Consortium and no one else in connection with
the Acquisition and will not be responsible to anyone other than the Consortium
for providing the protections afforded to clients of Goldman Sachs International
or for providing advice in relation to the Acquisition or any other matters
referred to in this announcement.
RBC Capital Markets, which is authorised and regulated in the UK by the FSA, is
acting exclusively for the Consortium and no one else in connection with the
Acquisition and will not be responsible to anyone other than the Consortium for
providing the protections afforded to clients of RBC Capital Markets or for
providing advice in relation to the Acquisition or any other matters referred to
in this announcement.
JPMorgan Cazenove, which is authorised and regulated in the UK by the FSA, is
acting exclusively for Expro and no one else in connection with the Acquisition
and will not be responsible to anyone other than Expro for providing the
protections afforded to clients of JPMorgan Cazenove or for providing advice in
relation to the Acquisition or any other matters referred to in this
announcement.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Expro and certain
plans and objectives of the Consortium and/or Umbrellastream with respect
thereto. These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning. These statements
are based on assumptions and assessments made by Expro, the Consortium and/or
Umbrellastream in light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of such
forward-looking statements in this document could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the expectations
reflected in such forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and you are
therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this document. None of Expro, the
Consortium and Umbrellastream assumes any obligation to update or correct the
information contained in this document (whether as a result of new information,
future events or otherwise), except as required by applicable law.
There are several factors which could cause actual results to differ materially
from those expressed or implied in forward looking statements. Among the factors
that could cause actual results to differ materially from those described in the
forward looking statements are changes in the global, political, economic,
business, competitive, market and regulatory forces, future exchange and
interest rates, changes in tax rates and future business combinations or
dispositions.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any
class of "relevant securities" of Expro, all "dealings" in any "relevant
securities" of Expro (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Scheme becomes effective in accordance with its
terms, lapses or is otherwise withdrawn or on which the "offer period" otherwise
ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Expro, they will be deemed to be a single person for the purpose
of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in
"relevant securities" of Expro by Umbrellastream or Expro, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also be
found on the Panel's website. If you are in any doubt as to whether or not you
are required to disclose a "dealing" under Rule 8, you should consult the Panel.
APPENDIX 1
CONDITIONS AND FURTHER TERMS OF THE ACQUISITION
The Acquisition will be conditional upon the Scheme becoming effective by not
later than 30 September 2008 or such later date (if any) as Umbrellastream and
Expro may, with the consent of the Panel (if required), agree and the Court may
approve.
1. The Scheme will be subject to the following conditions:
1.1 approval of the Scheme by a majority in number, representing at
least three-fourths in value, of the Scheme Shareholders present and voting,
either in person or by proxy, at the Court Meeting (or at any adjournment of
such meeting);
1.2 all resolutions required to approve and implement the Scheme, set
out in the notice of the EGM being duly passed by the requisite majority at the
EGM (or at any adjournment of such meeting); and
1.3 the sanction of the Scheme and the confirmation of the reduction
of capital involved therein by the Court (in either case, with or without
modification on terms acceptable to Umbrellastream and Expro) and office copies
of the Scheme Court Order and the Reduction Court Order (with the minute of
reduction attached) being delivered to the Registrar of Companies in England and
Wales for registration and, in the case of the Reduction Court Order, registered
by him.
2. Umbrellastream and Expro have agreed that the Acquisition will
also be conditional upon the following matters and, accordingly, the necessary
action to make the Acquisition effective will not be taken unless such
conditions have been satisfied or waived prior to the Court's sanction of the
Scheme being sought:
2.1 (i) in so far as the Acquisition constitutes or is
deemed to constitute a concentration with a Community dimension within the scope
of Council Regulation (EC) 139/2004 (the "Regulation") the European Commission
making a decision under Article 6(1)(b) of the Regulation without attaching
conditions and obligations that are not satisfactory to Umbrellastream or the
Consortium, acting reasonably, declaring the Acquisition compatible with the
common market;
(ii) in the event that a request under Article 9(2) of the
Regulation has been made by a European Union or EFTA state, the European
Commission indicating, in terms satisfactory to Umbrellastream or the
Consortium, acting reasonably, that it does not intend to refer the Acquisition,
or any aspect of the Acquisition, to a competent authority of such state in
accordance with Articles 9(1) and 9(3)(b) of the Regulation;
(iii) in the event of a referral of the Acquisition, or any
aspect of the Acquisition, to a competent authority of a European Union or EFTA
state in accordance with Articles 9(1) and 9(3)(b) of the Regulation, such
competent authority adopting a decision without attaching conditions and
obligations that are not satisfactory to Umbrellastream or the Consortium,
acting reasonably, approving the Acquisition or aspect thereof that was so
referred, or granting such approval in any other form customary under the laws
of the state in question; and
(iv) by the date upon which the condition specified in the
foregoing provisions of this condition 2.1 has been satisfied, no indication has
been given in writing to Umbrellastream by a European Union or EFTA state that
such state intends to take appropriate measures to protect legitimate interests
pursuant to Article 21(4) of the Regulation in relation to the Acquisition or
any aspect of the Acquisition;
2.2 all necessary notifications and filings having been made and all
applicable waiting periods (including any extensions thereof) under the United
States Hart Scott Rodino Antitrust Improvements Act of 1976 (as amended) and the
regulations made thereunder having expired, lapsed or been terminated as
appropriate in each case in respect of the Acquisition (including, without
limitation, to its implementation and financing) and the acquisition or the
proposed acquisition of any shares or other securities in, or control of, Expro
by any member of the Wider Umbrellastream Group;
2.3 all necessary notifications, filings or applications having been
made in connection with the Scheme and all necessary waiting periods (including
any extensions thereof) under any applicable legislation or regulation of any
jurisdiction having expired, lapsed or been terminated (as appropriate) and all
statutory and regulatory obligations in any jurisdiction having been complied
with and all Authorisations necessary in any jurisdiction for or in respect of
the Scheme and the Acquisition or the proposed acquisition of any shares or
other securities in, or control of, Expro by any member of the Wider
Umbrellastream Group having been obtained in terms and in a form reasonably
satisfactory to Umbrellastream from all appropriate Third Parties (as defined in
paragraph 2.4 below) or (without prejudice to the generality of the foregoing)
from any person or bodies with whom any member of the Wider Expro Group or the
Wider Umbrellastream Group has entered into contractual arrangements and all
such Authorisations necessary to carry on the business of any member of the
Wider Expro Group in any jurisdiction having been obtained, in each case where
the absence of such Authorisation would have a material adverse effect on the
Wider Expro Group taken as a whole, and all such Authorisations remaining in
full force and effect at the time at which the Scheme becomes otherwise
unconditional and there being no notice or intimation of an intention to revoke,
suspend, restrict, modify or not to renew such Authorisations;
2.4 no government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body (including, without
limitation, any national or supranational antitrust or competition authority),
court, trade agency, association, institution or any other person or body
whatsoever in any in any jurisdiction (each a "Third Party") having decided to
take or threatened in writing any action, proceeding, suit, investigation,
enquiry or reference in relation to the Acquisition, or having taken or required
any action to be taken (including, without limitation, proposing or enacting any
statute, regulation, decision or order) in each case which is or is likely to be
material in the context of the Scheme, which would:
(i) make the Acquisition or its implementation or the
acquisition or proposed acquisition of any shares or other securities in, or
control of, Expro by any member of the Wider Umbrellastream Group void, illegal
and/or unenforceable under the laws of any jurisdiction, or otherwise prohibit
or restrict the implementation of, or otherwise challenge or require amendment
of the Scheme or the acquisition of any such shares or securities by any member
of the Wider Umbrellastream Group;
(ii) require the divestiture by any member of the Wider
Umbrellastream Group or by any member of the Wider Expro Group of all or any
part of its businesses, assets, undertakings or property or impose any
limitation on the ability of any of them to conduct their respective businesses
(or any part thereof) or to own any of their assets or properties (or any part
thereof);
(iii) impose any material limitation on, the ability of any
member of the Wider Umbrellastream Group directly or indirectly to acquire or
hold or to exercise all or any rights of ownership in respect of shares or other
securities in Expro or on the ability of any member of the Wider Expro Group or
any member of the Wider Umbrellastream Group directly or indirectly to hold or
exercise any rights of ownership in respect of shares or other securities (or
the equivalent) in, or to exercise management control over, any member of the
Wider Expro Group;
(iv) except pursuant to sections 974 to 991 of the Companies
Act 2006 require any member of the Wider Umbrellastream Group or the Wider Expro
Group to acquire, offer to acquire, redeem or repay any shares or other
securities (or the equivalent) or interest in and/or any indebtedness of any
member of the Wider Expro Group or any asset owned by or owed to any third party
(other than in the implementation of the Scheme);
(v) require, a divestiture by any member of the Wider
Umbrellastream Group of any shares or other securities (or the equivalent) in
Expro;
(vi) result in any member of the Wider Expro Group ceasing to
be able to carry on business under any name under which it presently carries on
business; or
(vii) impose any limitation on the ability of any member of the
Wider Umbrellastream Group or any member of the Wider Expro Group to integrate
all or any part of its business with all or any part of the business of any
other member of the Wider Umbrellastream Group and/or the Wider Expro Group.
and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any other step
under the laws of any jurisdiction in respect of the Scheme or the acquisition
or proposed acquisition of any Expro Shares or otherwise intervene having
expired, lapsed, or been terminated;
2.5 since 31 March 2007, except as disclosed in the Interim Results
or as publicly announced to a Regulatory Information Service by or on behalf of
Expro or as fairly disclosed by Expro to Umbrellastream before the date of this
announcement, there being no material provision or any arrangement, agreement,
licence, permit, lease or other instrument to which any member of the Wider
Expro Group is a party or by or to which any such member or any of its assets is
or may be bound or be subject or any event or circumstance which, as a
consequence of the Acquisition or the proposed acquisition by any member of the
Wider Umbrellastream Group of any shares or other securities in Expro or because
of a change in the control or management of any member of the Wider Expro Group,
could or might reasonably be expected to result in (to an extent that is
material in the context of the Wider Expro Group taken as a whole, the
Acquisition or the Scheme):
(i) any monies borrowed by, or any other indebtedness,
actual or contingent, of any member of the Wider Expro Group being or becoming
repayable, or capable of being declared repayable, immediately or prior to its
or their stated maturity date or repayment date, or the ability of any such
member to borrow monies or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;
(ii) the rights, liabilities, obligations, interests or
business of any member of the Wider Expro Group or any member of the Wider
Umbrellastream Group under any such arrangement, agreement, licence, permit,
lease or instrument or the interests or business of any member of the Wider
Expro Group or any member of the Wider Umbrellastream Group in or with any other
firm or company or body or person (or any agreement or arrangement relating to
any such business or interests) being terminated or adversely modified or
affected or any onerous obligation or liability arising or any adverse action
being taken thereunder;
(iii) any member of the Wider Expro Group ceasing to be able to
carry on business under any name under which it presently carries on business;
(iv) any assets or interests of, or any asset the use of which
is enjoyed by, any member of the Wider Expro Group being disposed of or charged
or any right arising under which any such asset or interest could be required to
be disposed of or charged or could cease to be available to any member of the
Wider Expro Group otherwise than in the ordinary course of business;
(v) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business, property or
assets of any member of the Wider Expro Group otherwise than in the ordinary
course of business;
(vi) the value of, or the financial or trading position of, any
member of the Wider Expro Group being prejudiced or adversely affected;
(vii) the creation of any liability (actual or contingent) by
any member of the Wider Expro Group, other than in the ordinary course of
business; or
(viii) any liability of any member of the Wider Expro Group to
make any severance, termination, bonus or other payment to any directors or its
officers (excluding discretionary bonuses for executive directors as determined
by the Expro remuneration committee or any other employees whose bonuses are
determined by the remuneration committee);
2.6 except as disclosed in the Interim Results or as publicly
announced to a Regulatory Information Service by or on behalf of Expro or as
fairly disclosed by Expro to Umbrellastream before the date of this
announcement, since 31 March 2007, no member of the Wider Expro Group having:
(i) issued or agreed to issue or authorised or proposed the
issue of additional shares of any class, or securities or securities convertible
into, or exchangeable for, or rights, warrants or options to subscribe for or
acquire, any such shares or convertible securities (save, where relevant, as
between Expro and wholly-owned subsidiaries of Expro or between such
wholly-owned subsidiaries and save for the issue of Expro Shares pursuant to the
Expro Share Schemes and the issue or transfer from treasury of Expro Shares upon
the exercise of any options granted under any of the Expro Share Schemes);
(ii) save for the interim dividend of 4.0 pence per Expro
Share in respect of the six months ended 30 September 2007, recommended,
declared, paid or made or proposed to recommend, declare, pay or make any bonus,
dividend or other distribution (whether payable in cash or otherwise) other than
to Expro or one of its wholly-owned subsidiaries or between such wholly-owned
subsidiaries;
(iii) save for transactions between Expro and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries, merged with (by
statutory merger or otherwise) or demerged from or acquired any body corporate,
partnership or business or acquired or disposed of, or, other than in the
ordinary course of business, transferred, mortgaged or charged or created any
security interest over, any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised, proposed or announced
any intention to do so which in any case is material in the context of the Wider
Expro Group taken as a whole;
(iv) save as between Expro and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries, made, authorised, proposed or announced
an intention to propose any change in its loan capital;
(v) issued, authorised or proposed the issue of any
debentures or incurred or increased any indebtedness or become subject to any
contingent liability (save in the ordinary course of business and/or save as
between Expro and its wholly-owned subsidiaries or between such wholly-owned
subsidiaries) which in any case is material in the context of the Wider Expro
Group taken as a whole;
(vi) entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) (otherwise than in the ordinary course of business) which is of a
long term, unusual or onerous nature, or which involves or is likely to involve
an obligation of a nature or magnitude which is, in any such case, material in
the context of the Wider Expro Group taken as a whole or which is or is likely
to be restrictive on the business of any member of the Expro Group to an extent
which is material in the context of the Wider Expro Group taken as a whole;
(vii) proposed or entered into or materially varied the terms of
any service agreement with any director or senior executive of the Expro Group;
(viii) proposed, agreed to provide or (save for any amendments to
the Expro Share Schemes as have been agreed between Expro and Umbrellastream)
modified the terms of any share option scheme, incentive scheme, or other
benefit relating to the employment or termination of employment of any employee
of the Wider Expro Group in a manner which is material in the context of the
Wider Expro Group taken as a whole;
(ix) or, the trustees of the relevant pension scheme (save as
disclosed by such trustees to Umbrellastream) having, made or agreed or
consented to any significant change to the terms of the trust deeds or other
documents constituting or governing the pension schemes in respect of which a
member of the Wider Expro Group may have liabilities or the benefits which
accrue, or to the pensions which are payable, thereunder, or to the basis on
which qualification for, or accrual or entitlement to, such benefits or pensions
are calculated or determined or to the basis on which the liabilities (including
pensions) of such pension schemes are funded or valued, or agreed or consented
to any change to the trustees or trustee directors, or carried out any act which
may lead to the commencement of the winding up of the scheme or which could give
rise directly or indirectly to a liability arising out of the operation of
sections 38 to 56 inclusive of the Pensions Act 2004 in relation to the scheme
and no member of the Wider Expro Group establishing or incurring liabilities in
respect of any new pension arrangement, which in any case is material in the
context of the Wider Expro Group taken as a whole;
(x) implemented or effected, or authorised, proposed or
announced its intention to implement or effect, any composition, assignment,
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement (other than the Scheme) otherwise than in the ordinary course of
business, which in any case is material in the context of the Wider Expro Group
taken as a whole;
(xi) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect of the matters mentioned in sub-paragraph (i) above, made
any other change to any part of its share capital to an extent which (other than
in the case of Expro) is material in the context of the Wider Expro Group taken
as a whole;
(xii) waived or compromised any claim otherwise than in the
ordinary course of business which is material in the context of the Wider Expro
Group taken as a whole;
(xiii) made any alteration to its memorandum or articles of
association or other incorporation documents (save in relation to the Scheme)
which is material in the context of the Acquisition;
(xiv) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken or proposed any steps, corporate action or
had any legal proceedings instituted or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its winding-up
(voluntary or otherwise), dissolution, reorganisation or for the appointment of
any administrator, receiver, manager, administrative receiver, trustee or
similar officer of all or any of its assets or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed, which in any case is material in
the context of the Wider Expro Group taken as a whole;
(xv) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or having stopped
or suspended (or threatened to stop or suspend) payment of its debts generally
or ceased or threatened to cease carrying on all or a substantial part of its
business, which in any case is material in the context of the Wider Expro Group
taken as a whole; or
(xvi) entered into any contract, commitment, agreement or
arrangement otherwise than in the ordinary course of business (other than the
Scheme) or passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to propose to,
effect any of the transactions, matters or events referred to in this condition
2.6;
2.7 since 31 March 2007, and except as disclosed in the Interim
Results or as publicly announced to a Regulatory Information Service by or on
behalf of Expro or as fairly disclosed by Expro to Umbrellastream before the
date of this announcement:
(i) there having been no adverse change in the business,
assets, financial or trading position or profits or prospects or operational
performance of any member of the Wider Expro Group to an extent which is
material to the Wider Expro Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced or instituted by or
against or remaining outstanding against any member of the Wider Expro Group or
to which any member of the Wider Expro Group is or may become a party (whether
as claimant or defendant or otherwise) and no enquiry or investigation by, or
complaint or reference to, any Third Party against or in respect of any member
of the Wider Expro Group having been threatened, announced or instituted by or
against, or remaining outstanding in respect of, any member of the Wider Expro
Group which, in any such case, might be expected materially and adversely to
affect the Wider Expro Group taken as a whole;
(iii) no contingent or other liability having arisen or become
known to Umbrellastream which might be likely adversely to affect the business,
assets, financial or trading position or profits or prospects of any member of
the Wider Expro Group to an extent which is material to the Wider Expro Group
taken as a whole; and
(iv) no steps having been taken and no omissions having been
made which are likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider Expro Group, which
is necessary for the proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which is likely adversely to affect
the Wider Expro Group to an extent which is material to the Wider Expro Group
taken as a whole;
2.8 since 31 March 2007, and except as disclosed in the Interim
Results or as publicly announced to a Regulatory Information Service by or on
behalf of Expro or as fairly disclosed by Expro to Umbrellastream before the
date of this announcement, Umbrellastream not having discovered:
(i) that any financial, business or other information
concerning the Wider Expro Group publicly disclosed or disclosed to any member
of the Wider Umbrellastream Group at any time by or on behalf of any member of
the Wider Expro Group which is material in the context of the Scheme is
misleading, contains a misrepresentation of fact or omits to state a fact
necessary to make that information not misleading and which was not subsequently
corrected before the date of this announcement by disclosure either publicly or
otherwise to any member of the Wider Umbrellastream Group to an extent that is
material in the context of the Scheme or the Wider Expro Group taken as a whole;
or
(ii) that any member of the Wider Expro Group is subject to
any liability, contingent or otherwise, which is not disclosed in the Annual
Report and Accounts of Expro or has not been publicly disclosed or disclosed in
writing and which is material in the context of the Wider Expro Group taken as a
whole;
2.9 except as disclosed in the Interim Results or as publicly
announced to a Regulatory Information Service by or on behalf of Expro or as
fairly disclosed by Expro to Umbrellastream before the date of this
announcement, Umbrellastream not having discovered, in each case to an extent
that is material in the context of the Scheme:
(i) that any past or present member of the Wider Expro Group
has failed to comply with any applicable legislation or regulations of any
jurisdiction or any Authorisations relating to the use, storage, carriage,
release, production, supply, transportation, treatment, disposal, discharge,
spillage, leak or emission of any waste or hazardous substance or any substance
likely to impair the environment (including property) or harm human health or
otherwise relating to environmental matters or the health and safety of humans,
where such non-compliance would be likely to result in any liability (whether
actual or contingent) on the part of any member of the Wider Expro Group but in
any case only to the extent such liability is or would be material in the
context of the Wider Expro Group taken as a whole;
(ii) that there has been a disposal, discharge, spillage,
accumulation, leak, emission, release or the migration, production, supply,
treatment, storage, transport or use of any waste or hazardous substance or any
substance likely to impair the environment (including any property) or harm
human health which (whether or not giving rise to non-compliance with any law or
regulation) would be likely to result in any liability (whether actual or
contingent) on the part of any member of the Wider Expro Group but in any case
only to the extent such liability is or would be material in the context of the
Wider Expro Group taken as a whole;
(iii) that there is or would be any liability (whether actual
or contingent) on the part of any member of the Wide Expro Group to remediate or
clean up soil or groundwater contamination in relation to any property or asset
currently or previously owned, occupied or made use of by any past or present
member of the Wider Expro Group (or on its behalf), or in which any such member
may have or previously have had or be deemed to have had an interest, under any
environmental legislation, common law, regulation, notice, circular,
Authorisation, or other legally binding requirement or order of any Third Party
or to contribute to the cost thereof or associated therewith or indemnify any
person in relation thereto but in any case only to the extent such liability is
or would be material in the context of the Wider Expro Group taken as a whole;
(iv) that circumstances exist (whether as a result of the
making of the Scheme or otherwise):
(1) which would be likely to lead to any Third Party instituting,
commissioning, requiring or undertaking; or
(2) whereby any member of the Wider Expro Group or any present or past
member of the Wider Expro Group would be likely to be legally required to
institute, commission, require or undertake,
an environmental audit, investigation or report or take any other steps which
would in each case would be likely to result in liability (whether actual or
contingent) on the part of any member of the Wider Expro Group to improve,
modify existing or install new plant, machinery or equipment or carry out
changes in the processes currently carried out or make good, remediate, repair,
re-instate or clean up any land or other asset currently or previously owned,
occupied or made use of by any past or present member of the Wider Expro Group
(or on its behalf) or by any person for which a member of the Wider Expro Group
is or has been responsible, or in which any such member may have or previously
have had or be deemed to have had an interest but in any case only to the extent
such liability is or would be material in the context of the Wider Expro Group
taken as a whole; or
(v) that circumstances exist whereby any Third Party has a
valid right to any claim or claims in respect of any product or process of
manufacture or materials or machinery used therein currently or previously
manufactured, sold, used, operated or carried out by any past or present member
of the Wider Expro Group where such claim or claims would be likely to result in
a liability on the part of any member of the Wider Expro Group but in any case
only to the extent such liability is or would be material in the context of the
Wider Expro Group taken as a whole.
Subject to the requirements of the Panel, Umbrellastream reserves the right to
waive all or any of the above conditions, in whole or in part, except those in
paragraph 1 above which are required under applicable law.
The conditions in paragraph 2 above must be fulfilled, be determined by
Umbrellastream to be or remain satisfied or (if capable of waiver) be waived by
11.59 pm on the date immediately preceding the date of the hearing to sanction
the Scheme, failing which the Acquisition will lapse. Subject to the
requirements of the Panel, Umbrellastream shall be under no obligation to waive
(if capable of waiver), to determine to be or remain satisfied or treat as
fulfilled any of the conditions in paragraph 2 above by the date specified
above, notwithstanding that the other conditions of the Acquisition may at an
earlier date have been waived or fulfilled and that there are, at such earlier
date, no circumstances indicating that any condition may not be capable of
fulfilment.
If Umbrellastream is required by the Panel to make an offer for Expro Shares
under the provisions of Rule 9 of the Takeover Code, Umbrellastream may make
such alterations to the terms and conditions of the Scheme as are necessary to
comply with the provisions of that Rule.
The Acquisition will lapse (unless otherwise agreed by the Panel) if the
European Commission either initiates proceedings under Article 6(1)(c) of
Council Regulation (EC) 139/2004 or makes a referral to a competent authority of
the United Kingdom under Article 9(3)(b) of that Regulation and there is a
subsequent reference to the UK Competition Commission, in either case before the
later of the date of the Court Meeting and the EGM.
The Acquisition will be on the terms and will be subject, inter alia, to
Conditions 1 and 2 and those terms which will be set out in the Scheme Document
and such further terms as may be required to comply with the Listing Rules and/
or the provisions of the Takeover Code. The Acquisition and Scheme will be
governed by English law and will be subject to the jurisdiction of the Courts of
England.
3. Certain further terms of the Acquisition
Umbrellastream reserves the right to elect to implement the acquisition of the
entire issued and to be issued ordinary share capital of Expro by way of a
takeover offer (as defined in section 974 of the Companies Act 2006) as an
alternative to the Scheme. In such event, the takeover offer will be
implemented on the same terms (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme. In particular, Condition 1
would not apply, however, the Offer would be subject to the following further
condition:
"valid acceptances being received (and not, where permitted, withdrawn) by not
later than 3.00 p.m. (London time) on the first closing date of the Offer (or
such later time(s) and/or date(s) as Umbrellastream, may, subject to the rules
of the Takeover Code or with the consent of the Panel, decide) in respect of not
less than 90 per cent. (or such lower percentage as Umbrellastream may decide or
the Panel may require) of the voting rights carried by the Expro Shares to which
the offer relates, provided that this condition will not be satisfied unless
Umbrellastream (together with its wholly owned subsidiaries, if any) shall have
acquired or agreed to acquire (whether pursuant to the Offer or otherwise) Expro
Shares carrying in aggregate more than 50 per cent. of the voting rights then
normally exercisable at a general meeting of Expro."
For the purposes of this condition:
i. Expro Shares which have been unconditionally allotted shall be deemed
to carry the voting rights they will carry upon issue;
ii. Expro Shares that cease to be held in treasury are Expro Shares to
which the Offer relates; and
iii. the expression "Expro Shares to which the Offer relates" shall be
construed in accordance with Part 28 of the Companies Act 2006;
The availability of the Acquisition to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
Any Expro Shares acquired under the Acquisition will be acquired free from all
liens, equities, charges, encumbrances, rights of pre-emption and other
interests and rights and together with all rights now and hereafter attaching
thereto, including voting rights and the right to receive and retain in full all
dividends and other distributions and other distributions (if any) declared,
made or paid on or after the date of this announcement.
The Acquisition and Scheme will be governed by English law and be subject to the
jurisdiction of the English courts, and to the conditions set out in this
announcement and any further terms to be set out in the Scheme Document.
APPENDIX 2
BASES AND SOURCES
(a) The value attributed to the fully diluted ordinary share
capital of Expro is based upon 110,438,345 Expro Shares in issue and 1,383,242
Expro Shares which are the subject of awards under the Expro Share Schemes and
for which Expro Shares would need to be issued to satisfy such awards assuming
all options and awards granted under the Expro Share Schemes are fully vested
and exercisable as at the close of business on 16 April 2008, being the last
Business Day prior to this announcement.
(b) Unless otherwise stated, the financial information on Expro is
extracted from Expro's annual report for the year ended 31 March 2007 and its
unaudited interim results for the six month period ended 30 September 2007.
(c) Unless otherwise stated, all prices for Expro Shares have been
derived from the Daily Official List of the London Stock Exchange plc and
represent Closing Prices on the relevant date.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1. The following Directors of Expro have given irrevocable
undertakings to vote in favour of the resolutions relating to the Scheme at the
Court Meeting and the Special Resolution at the EGM:
% of issued ordinary
Name Number of Shares share capital of Expro
Dr Chris Fay 73,614 0.07
Bob Bennett 5,000 0.00
Terence Lazenby 32,352 0.03
Graeme Coutts 200,000 0.18
Mike Speakman 80,932 0.07
Gavin Prise 11,757 0.01
John McAlister 6,076 0.01
2. The irrevocable undertakings from the Directors will only
cease to be binding on the earlier of the following occurrences:
- the Scheme Document is not posted within 28 days (or such longer
period as the Panel may agree being not more than six weeks) after the date of
this announcement;
- the Scheme lapses or is withdrawn in accordance with its terms
and Umbrellastream publicly confirms that it does not intend to implement the
Acquisition by way of a takeover offer or otherwise;
- the Scheme has not become effective by 6.00 p.m. on 30 September
2008 such later time or date as agreed between Umbrellastream and Expro, with
the consent of the Panel (if required) and the Court may allow);
- a person other than Umbrellastream or a subsidiary of
Umbrellastream or any person acting in concert with Umbrellastream announces a
firm intention to make an offer (in accordance with Rule 2.5 of the Takeover
Code) to acquire all the equity share capital of Expro, other than that already
owned by the person making the offer, on or before 11.59 p.m. on the tenth
business day prior to the date of the Court Meeting and EGM and that the value
of the consideration represents in the reasonable opinion of Expro's financial
adviser an improvement of at least 12.5 per cent. over the value of the
consideration available under the Scheme or Offer (as applicable) as at the date
on which such firm intention to make an offer is announced; or
- the Implementation Agreement between Umbrellastream and Expro
terminates.
3. In aggregate, therefore the holders of 409,731 Expro Shares,
representing 0.37 per cent. of the existing issued ordinary share capital of
Expro, have provided irrevocable undertakings to vote in favour of the
resolutions relating to the Scheme at the Court Meeting and the Special
Resolution at the EGM.
APPENDIX 4
DEFINITIONS
The following definitions apply throughout this document unless the context
otherwise requires:
"Acquisition" the proposed acquisition by Umbrellastream for cash of
the entire issued and to be issued ordinary share
capital of Expro by means of the Scheme (and other
matters to be considered at the Meetings) or, should
Umbrellastream so elect, by means of an Offer;
"AlpInvest" AlpInvest Partners N.V.;
"Annual Report and Accounts of Expro" the annual report and audited accounts of Expro for the
year ended 31 March 2007;
"Authorisations" authorisations, orders, grants, recognitions,
confirmations, consents, licences, clearances,
certificates, permissions or approvals;
"Business Day" a day, not being a public holiday, Saturday or Sunday,
on which clearing banks in London are open for normal
business;
"Candover" Candover Partners Limited;
"Capital Reduction" the reduction of Expro's share capital associated with
the cancellation and extinguishing of the Scheme Shares
provided for by the Scheme under section 137 of the
Companies Act 1985;
"certificated" or "certificated form" in relation to a share or other security, a share or
other security title to which is recorded in the
relevant register of the share or other security as
being held in certificated form (that is, not in
CREST);
"Closing Price" the closing middle market quotations of a share derived
from the Daily Official List of the London Stock
Exchange;
"Conditions" the conditions to the implementation of the Acquisition
(including the Scheme) which are set out in Appendix 1
of this announcement;
"Consortium" the consortium comprising Candover, Goldman Sachs
Capital Partners and AlpInvest;
"Consortium Member" a member of the Consortium;
"Court" the High Court of Justice in England and Wales;
"Court Meeting" the meeting of the Scheme Shareholders to be convened
pursuant to an order of the Court pursuant to section
899 of the Companies Act 2006 for the purpose of
considering and, if thought fit, approving the Scheme
(with or without amendment) and any adjournment
thereof;
"CREST" the relevant system (as defined in the Regulations) in
respect of which Euroclear is the operator (as defined
in CREST);
"Directors" or "Board" the directors or board of the relevant entity;
"Effective Date" the day on which the Scheme becomes effective in
accordance with its terms;
"EGM" the extraordinary general meeting of Expro Shareholders
to be convened to consider and if thought fit pass,
inter alia, the Special Resolution in relation to the
Scheme and the Acquisition;
"Euroclear" Euroclear UK & Ireland Limited;
"Expro" Expro International Group PLC;
"Expro's Articles" the articles of association of Expro;
"Expro Group" Expro and its subsidiary undertakings and where the
context permits, each of them;
"Expro Group Connected Person" the members of the Expro Group and their respective
directors, officers, duly authorised representatives,
advisers, agents or employees;
"Expro Shareholder(s)" holder(s) of Expro Shares;
"Expro Shares " the ordinary shares of 10 pence each in the capital of
Expro;
"Expro Share Schemes" means:
(a) Expro International Group Performance Share
Plan 2003;
(b) Expro International Group Share Matching
Plan;
(c) Expro International Group Senior Manager
Share Plan;
(d) Expro Executive Share Option Scheme 1995;
(e) Expro International Group UK Sharesave
Scheme 2005;
(f) Expro International Group Overseas
Sharesave Scheme 2005; and
(g) Expro International Group Employee Stock
Purchase Plan 2005;
"Executive Directors" the Directors other than the Independent Directors;
"FSA" Financial Services Authority;
"Goldman Sachs Capital Partners" GS Capital Partners VI Offshore, L.P., GS Capital
Partners VI GmbH & Co. KG, GS Capital Partners VI
Employee Master Fund, L.P., GSCP VI AIV, L.P. and GS
Capital Partners VI Parallel, L.P.;
"Holders" a registered holder of Expro Shares, as the context
shall require;
"Implementation Agreement" the agreement entered into by Umbrellastream and Expro
on or about the date of this announcement which sets
out various matters in relation to the Acquisition;
"Independent Directors" Dr Chris Fay, Mr Roger Boyes, Mr Terry Lazenby and Mr
Bob Bennett;
"Interim Results" the interim results of Expro for the six months ended
30 September 2007;
"JPMorgan Cazenove" JPMorgan Cazenove Limited;
"Listing Rules" the rules and regulations made by the Financial
Services Authority in its capacity as the UK Listing
Authority under the Financial Services and Markets Act
2000, and contained in the UK Listing Authority's
publication of the same name;
"London Stock Exchange" London Stock Exchange plc;
"Meetings" the Court Meeting and the EGM;
"New Shares" new ordinary shares of 10 pence each in the capital of
Expro to be issued to Umbrellastream pursuant to the
Acquisition;
"Offer" the takeover offer which may be made by Umbrellastream
for the entire issued and to be issued ordinary share
capital of Expro in accordance with paragraph 3 of
Appendix 1 to this announcement;
"Official List" the official list of the UK Listing Authority;
"Panel" the Panel on Takeovers and Mergers;
"pence" or "£" the lawful currency of the United Kingdom;
"RBC Capital Markets" Royal Bank of Canada Europe Limited;
"Reduction Court Order" the order of the Court under section 137 of the
Companies Act 1985 confirming the Capital Reduction;
"Regulatory Information Service" any information service authorised from time to time by
the FSA for the purpose of disseminating regulatory
announcements;
"Remuneration Committee" the remuneration committee of the Expro Board;
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may
result in a significant risk of civil, regulatory or
criminal exposure if information concerning the
Acquisition is sent or made available to Expro
Shareholders in that jurisdiction;
"Scheme" the proposed scheme of arrangement under Part 26 of the
Companies Act 2006 between Expro and the holders of the
Scheme Shares, with or subject to any modification,
addition or condition approved or imposed by the Court
and agreed by Expro and Umbrellastream;
"Scheme Court Order" the order of the Court sanctioning the Scheme under
section 899 of the Companies Act 2006;
"Scheme Document" the document containing and setting out the terms and
conditions of the Scheme and the notice of the EGM;
"Scheme Documentation" the Scheme Document and the accompanying form of proxy
to be posted to Scheme Shareholders and others
following the date of this announcement;
"Scheme Record Time" 6.00 p.m. on the Business Day prior to the Effective
Date;
"Scheme Shareholders" Holders of Scheme Shares;
"Scheme Shares" means:
(a) the existing unconditionally allotted
or issued Expro Shares at the date of the Scheme
Document;
(b) any further Expro Shares which are
unconditionally allotted or issued after the date of
the Scheme Document but before the Scheme Voting Record
Time; and
(c) any Expro Shares allotted or issued
at or after the Scheme Voting Record Time and before
6.00 p.m. on the day before the date on which the
Reduction Court Order is made in respect of which the
original or any subsequent holders thereof are, or
shall have agreed in writing to be, bound by the
Scheme,
in each case other than any Expro Shares beneficially
owned by Umbrellastream;
"Scheme Voting Record Time" 6.00 p.m. on the day which is two days before the date
of the Court Meeting or, if such Court Meeting is
adjourned, 6.00 p.m. on the second day before the day
of such adjourned meeting;
"Special Resolution" the special resolution proposed to be passed at the EGM
in connection with, inter alia, implementation of the
Scheme, approval of the Capital Reduction and certain
amendments to be made to the articles of association of
Expro;
"subsidiary", "subsidiary undertaking", shall be construed in accordance with the sections 1162
"associated undertaking" and "undertaking" and Schedule 7 of the Companies Act 2006 and 736 of the
Companies Act 1985;
"Takeover Code" the City Code on Takeovers and Mergers;
"Topco" Umbrellastream Guernsey Limited;
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland;
"UK Listing Authority" the Financial Services Authority acting in its capacity
as the competent authority for listing under the
Financial Services and Markets Act;
"Umbrellastream" Umbrellastream Limited, a company incorporated under
the laws of England and Wales (registered number
6417368), whose registered office is at 20 Old Bailey,
London EC4M 7LN;
"Umbrellastream Group" means Umbrellastream, its parent undertakings,
subsidiaries and subsidiary undertakings of such parent
undertakings, and where the context permits, each of
them;
"US Exchange Act" the United States Securities Exchange Act of 1934, as
amended and the rules and regulations promulgated
thereunder;
"Wider Umbrellastream Group" means the Consortium, any person acting in concert with
any member of the Consortium, the Umbrellastream Group
and its associated undertakings and any other body
corporate, partnership, joint venture or person in
which Umbrellastream and such undertakings (aggregating
their interests) have an interest of more than 20 per
cent. of the voting or equity capital or the
equivalent; and
"Wider Expro Group" Expro and associated undertakings and any other body
corporate, partnership, joint venture or person in
which the Expro and such undertakings (aggregating
their interests) have an interest of more than 20 per
cent. of the voting or equity capital or the
equivalent.
All times referred to in this announcement are references to London time unless
otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFFGGMDVNKGRZG
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