Acquisition
Expro International Group PLC
30 November 2006
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30 November 2006
Expro International Group PLC
Acquisition of Power Well Services
(the "PWS Acquisition")
Expro International Group PLC (the "Company") today announces that it has agreed
to release the vendors ("Vendors") of Power Well Services Inc, and Power Well
Holdings Luxembourg S.A.R.L. ("PWS") from their lockup undertakings (entered
into as part of the PWS Acquisition arrangements) to the extent required to in
order to enable them to sell up to 8,350,607 ordinary shares of 10p each in the
Company ("Expro Shares") through a proposed accelerated book-built placing (the
"Placing") also announced today by JPMorgan Cazenove Limited (the "Placing
Announcement"). The Vendors are FR IX Offshore, L.P., Schmidt 2001 Family
Partnership, Ltd and D&D Schmidt Family Partnership, Ltd and the 8,350,607 Expro
Shares were received by them as partial consideration under the PWS Acquisition
arrangements and represent in aggregate approximately 7.6% of the existing
issued ordinary share capital of the Company. The Company notes from the
Placing Announcement that if all the 8,350,607 Expro Shares are sold, FR IX
Offshore, L.P., and D&D Schmidt Family Partnership, Ltd will no longer hold
Expro Shares and Schmidt 2001 Family Partnership, Ltd will hold 169,536 Expro
Shares representing approximately 0.15% of the of the existing issued ordinary
share capital of the Company.
As part of the arrangements to release the Vendors from the lockup undertakings
for the purpose of the placing, the Company has agreed that if net cash proceeds
from the sale of some or all of the 8,350,607 Expro Shares pursuant to the
Placing are:
(a) equal to or in excess of US$67,450,000, then US$67,450,000 of
the net cash proceeds will be retained within the escrow arrangements agreed at
the time of the PWS Acquisition and the request to obtain the Company's consent
to the disposal of the Expro Shares in the lockup undertaking will cease; or
(b) less that US$67,450,000, then Expro Shares, to the extent that
such shares are not sold in the placing, having a value equal to US$74,195,000
will be retained within the escrow arrangements agreed at the time of the PWS
Acquisition and the Company's consent to the disposal of such shares then held
by the Vendor's in the lockup undertakings will continue as originally agreed as
regards the Expro Shares then held by the Vendors.
This amends the original agreement to retain within the escrow arrangements on
27 January 2007 (being 180 days after First Completion) Expro Shares of a value
equal to $74,195,000.
Enquiries:
Expro International Group PLC +44 1189 591 341
Michael Speakman, Finance Director
John McAlister, General Counsel
JPMorgan Cazenove Limited +44 20 7588 2828
(Corporate broker to Expro)
Barry Weir
This information is provided by RNS
The company news service from the London Stock Exchange