Ordinary share placing
Expro International Group PLC
30 November 2006
JPMorgan Cazenove Limited
30th November 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
PROPOSED PLACING OF ORDINARY SHARES
JPMorgan Cazenove Limited (the "Bookrunner") announces an accelerated bookbuilt
placing of 8,350,607 ordinary shares (the "Placing Shares") in Expro
International Group PLC (the "Company"), representing in aggregate approximately
7.6% of the issued ordinary share capital of the Company (the "Placing"),
subject to demand, price and market conditions.
The proposed sellers of the ordinary shares which are subject to the Placing are
FR IX Offshore, L.P., Schmidt 2001 Family Partnership, Ltd and D&D Schmidt
Family Partnership, Ltd (together the "Sellers"). The Sellers received the
Placing Shares as part of the consideration for the sale of Power Well Services
to the Company in July 2006 (the "Disposal").
Whether the Placing proceeds, the exact number of Placing Shares and the placing
price will be decided at the close of the accelerated bookbuilding period
following agreement between the Bookrunner and the Sellers, and a further
announcement will be made by the Bookrunner at that time.
The books for the Placing Shares will open with immediate effect. The results
of the Placing are expected to be announced as soon as practicable following the
closing of the books. The timing of closing of the books will be at the
absolute discretion of the Bookrunner.
In connection with the Placing, the Company has agreed to waive the lock-up
undertakings given by the Sellers in connection with the Disposal, in respect
of, and only to the extent of, the Placing Shares. In this context JPMorgan
Cazenove Limited notes the announcement today by the Company.
If all the Placing Shares are sold, both FR IX Offshore, L.P. and D&D Schmidt
Family Partnership, Ltd will no longer hold any ordinary shares in the Company
and Schmidt 2001 Family Partnership, Ltd will hold less than 0.15% of the issued
ordinary share capital of the Company which will not be subject to any lock-up
arrangement.
Dated 30th November 2006
Enquiries: Barry Weir, Greg Bennett or Shona Graham: +44 20 7588 2828
JPMorgan Cazenove Limited
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY
ADDRESSED TO AND DIRECTED AT PERSONS WHO ARE (1) QUALIFIED INVESTORS WITHIN THE
MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "
PROSPECTUS DIRECTIVE") AND (2) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR ARE PERSONS TO WHOM AN OFFER
OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING
SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN
OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY IN
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION IN
WHICH SUCH AN OFFER OF SOLICITATION IS UNLAWFUL. THE PLACING SHARES HAVE NOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THERE WILL BE NO PUBLIC
OFFERING OF SECURITIES IN THE UNITED STATES.
ANY INVESTMENT DECISION TO BUY SECURITIES IN THE PLACING MUST BE MADE SOLELY ON
THE BASIS OF PUBLICLY AVAILABLE INFORMATION WHICH HAS NOT BEEN INDEPENDENTLY
VERIFIED BY THE BOOKRUNNER OR THE SELLER. NEITHER THIS ANNOUNCEMENT NOR ANY
COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN
OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. ANY FAILURE TO COMPLY
WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN,
AUSTRALIAN OR JAPANESE SECURITIES LAWS.
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE PLACING
SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN
TAKEN BY THE MANAGER, OR ANY OF ITS AFFILIATES, OR ANY OTHER PERSON THAT WOULD
PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS
ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE PLACING
SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE BOOKRUNNERTO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THE BOOKRUNNER WILL ACT EXCLUSIVELY FOR THE SELLER AND NO ONE ELSE IN CONNECTION
WITH THE PLACING. IT WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT A
RECIPIENT OF THIS DOCUMENT) AS ITS CLIENT IN RELATION TO THE PLACING AND WILL
NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE SELLER FOR PROVIDING THE PROTECTIONS
AFFORDED TO ITS CLIENTS NOR FOR GIVING ADVICE IN RELATION TO THE PLACING OR ANY
TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT.
JPMorgan Cazenove Limited is authorised and regulated by the Financial Services
Authority. Its registered address is at 20 Moorgate, London EC2R 6DA.
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